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Prospectus EATON CORP - 5-24-2012

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Prospectus EATON CORP - 5-24-2012 Powered By Docstoc
					                                      UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                                       WASHINGTON, D.C. 20549


                                                              FORM 8-K

                                                         CURRENT REPORT
                                            PURSUANT TO SECTION 13 OR 15(d) OF THE
                                              SECURITIES EXCHANGE ACT OF 1934
                                     Date of Report (date of earliest event reported): May 21, 2012



                                            EATON CORPORATION
                                              (Exact name of registrant as specified in its charter)



                       Ohio                                            1-1396                                       34-0196300
             (State or other jurisdiction                        (Commission File No.)                             (IRS Employer
                  of incorporation)                                                                               Identification No.)

                                                                 Eaton Center
                                                            Cleveland, Ohio 44114
                                                     (Address of principal executive offices)

                                                                  (216) 523-5000
                                              (Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions ( see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01    Entry Into a Material Definitive Agreement.

Transaction Agreement and Conditions Appendix

       On May 21, 2012, Eaton Corporation, an Ohio corporation (“Eaton”), entered into a Transaction Agreement (the “Transaction
Agreement”) by and among Eaton, Cooper Industries plc, a public limited company organized under the laws of Ireland (“Cooper”), Abeiron
Limited, a private limited company organized under the laws of Ireland (“New Eaton”), Comdell Limited, a private limited company organized
under the laws of Ireland and a wholly owned direct subsidiary of New Eaton (“Comdell”), Turlock B.V., a private company with limited
liability organized under the laws of the Netherlands and a wholly owned direct subsidiary of Comdell (“Turlock B.V.”) and Turlock
Corporation, a corporation incorporated in Ohio and a wholly owned direct subsidiary of Turlock B.V. (“Turlock”). Under the terms of the
Transaction Agreement, (a) New Eaton will acquire Cooper (the “Acquisition”) pursuant to a scheme of arrangement under Section 201, and a
capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 (the “Scheme”) and (b) Turlock will merge with and into Eaton,
with Eaton as the surviving corporation in the merger (the “Merger” and, together with the Acquisition, the “Transactions”). As a result of the
Transactions, both Eaton and Cooper will become wholly owned subsidiaries of New Eaton.

      At the effective time of the Scheme, (a) Cooper shareholders will be entitled to receive $39.15 in cash and 0.77479 of a newly issued
New Eaton ordinary share in exchange for each Cooper ordinary share held by such shareholders; and (b) Cooper equity awards will be treated
in accordance with the terms of the applicable Cooper equity incentive plan as set forth in the Transaction Agreement, such that each Cooper
share option and share-based award (and each dividend equivalent corresponding to such share based awards) that is outstanding (taking into
account acceleration of vesting under the terms of the applicable Cooper equity incentive plan) will be cancelled and, in exchange, the holder
thereof will receive in respect of each Cooper share underlying such award, either (i) the same number of New Eaton ordinary shares and cash
as Cooper shareholders (less the aggregate exercise price in the case of options), or (ii) the equivalent cash value thereof, with such form of
consideration determined by the applicable terms of the Cooper equity incentive plan, with all payments in respect of Cooper equity awards
subject to applicable tax withholdings. Cash will be paid in lieu of any fractional shares of New Eaton. At the effective time of the Merger,
(a) each share of Eaton common stock will be converted into the right to receive one New Eaton ordinary share; and (b) each Eaton share
option, restricted share award and other Eaton share-based award that is outstanding will be converted into the right to receive an equity award
from New Eaton, which award shall be subject to the same number of shares and the same terms and conditions as were applicable to the Eaton
award in respect of which it was issued. The effectiveness of the Merger is conditioned only upon the effectiveness of the Scheme.

     The conditions to the implementation of the Transaction are set forth in Part B of Appendix III to the announcement (the “Rule 2.5
Announcement”) issued by Cooper and Eaton pursuant to Rule 2.5 of the Irish Takeover Rules on May 21, 2012 (the “Conditions Appendix”).
The implementation of the Transactions is conditional, among other things, upon:

                                                                       2
•   the adoption of the Transaction Agreement by Eaton shareholders holding two thirds of the outstanding Eaton common shares;

•   the approval of the Scheme by a majority in number of the Cooper shareholders representing 75% or more in value of the Cooper
    ordinary shares held by such holders, present and voting either in person or by proxy, at a special meeting of Cooper shareholders, and
    the approval by Cooper shareholders of certain other resolutions, and the sanction by the Irish High Court of the Scheme;

•   the approval by the New York Stock Exchange for listing (subject to satisfaction of any conditions to which such approval is expressed
    to be subject) of the New Eaton shares to be issued in the Acquisition and the Merger;

•   all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or having been
    terminated, in each case in connection with the Acquisition;

•   to the extent that the Acquisition constitutes a concentration within the scope of Council Regulation (EC) No. 139/2004 (the “EC Merger
    Regulation”) or is otherwise a concentration that is subject to the EC Merger Regulation, the European Commission having decided that
    it does not intend to initiate any proceedings under Article 6(1)(c) of the EC Merger Regulation in respect of the Acquisition or to refer
    the Acquisition (or any aspect of the Acquisition) to a competent authority of an EEA member state under Article 9(1) of the EC Merger
    Regulation or otherwise having decided that the Acquisition is compatible with the common market pursuant to article 6(1)(b) of the EC
    Merger Regulation;

•   all required regulatory clearances shall have been obtained and remain in full force and effect and applicable waiting periods shall have
    expired, lapsed or terminated (as appropriate), in each case in connection with the Acquisition, under the antitrust, competition or foreign
    investment laws of Canada, the People’s Republic of China, the Republic of China (Taiwan), Russia, South Africa, South Korea and
    Turkey;

•   no injunction, restraint or prohibition by any court of competent jurisdiction or antitrust order by any governmental authority which
    prohibits consummation of the Acquisition or the Merger having been entered and which is continuing to be in effect; and

•   the Registration Statement on Form S-4 to be filed by New Eaton in connection with the Transactions having become effective under the
    Securities Act of 1933 and not being the subject of any stop order or proceedings seeking any stop order.

    In addition, each party’s obligation to effect the Acquisition is conditional, among other things, upon:

•   the accuracy of the other party’s representations and warranties in the Transaction Agreement, subject to specified materiality standards;
    and

                                                                       3
 •    the performance by the other party of its obligations under the Transaction Agreement in all material respects.

      Pursuant to the Transaction Agreement, effective as of the closing of the Transactions, the directors of New Eaton will be (i) the directors
of Eaton as of immediately prior to the closing and (ii) two additional directors, who shall be members of the Cooper board of directors as of
the date of the Transaction Agreement, which additional directors are to be selected by the governance committee of the Eaton board of
directors.

      The Transaction Agreement contains customary representations, warranties and covenants by Eaton and Cooper. Cooper has agreed,
among other things, subject to certain exceptions, not to solicit any offer or proposal for specified alternative transactions, or to participate in
discussions regarding such an offer or proposal with, or furnish any nonpublic information regarding such an offer or proposal to, any person
that has made or, to Cooper’s knowledge, is considering making such an offer or proposal. In addition, certain covenants require each of the
parties to use, subject to the terms and conditions of the Transaction Agreement, all reasonable endeavours to cause the Transactions to be
consummated. Subject to certain exceptions, the Transaction Agreement also requires each of Eaton and Cooper to call and hold shareholders’
meetings and requires the boards of directors of Eaton and Cooper to recommend approval of the Transactions.

       The Transaction Agreement contains certain customary termination rights, including, among others, (a) the right of either Cooper or
Eaton to terminate the agreement if either party’s shareholders fail to approve the Transactions, (b) the right of either Cooper or Eaton to
terminate the Transaction Agreement if the board of directors of the other party changes its recommendation to approve the Transactions,
(c) the right of Cooper to terminate the Transaction Agreement to enter into an agreement providing for a “Superior Proposal” as defined in the
Transaction Agreement, (d) the right of either Cooper or Eaton to terminate the Transaction Agreement if the Scheme shall not have become
effective by the date that is nine months after the date of the Transaction Agreement (the “End Date”), subject to certain conditions, provided
that the end date shall be extended by an additional three months in certain circumstances and (e) the right of either Cooper or Eaton to
terminate the Transaction Agreement due to a material breach by the other party of any of its representations, warranties or covenants, subject
to certain conditions. The Transaction Agreement also provides that if the Transaction Agreement is terminated (i) by Cooper following the
board of directors of Eaton changing its recommendation to approve the Transactions (except in limited circumstances) or (ii) by Cooper or
Eaton following the failure of the Eaton shareholders to approve the Transactions following the board of directors of Eaton changing its
recommendation (except in limited circumstances), then Eaton shall pay to Cooper $300,000,000.

Expenses Reimbursement Agreement

      In addition, on May 21, 2012, Eaton and Cooper entered into an Expenses Reimbursement Agreement (“ERA”), the terms of which have
been approved by the Irish Takeover Panel. Under the ERA, Cooper has agreed to pay to Eaton the documented, specific and quantifiable third
party costs and expenses incurred by Eaton in connection with the Acquisition upon the termination of the Transaction Agreement in certain
specified

                                                                          4
circumstances. The maximum amount payable by Cooper to Eaton pursuant to the ERA is an amount equal to one percent of the aggregate
value of the issued share capital of Cooper as ascribed by the terms of the Acquisition.

Bridge Credit Agreement

       On May 21, 2012, Turlock entered into a 364-day bridge loan credit agreement (the “Bridge Credit Agreement”) among Turlock, New
Eaton, Turlock B.V., the guarantors from time to time party thereto, the lenders from time to time party thereto and Morgan Stanley Senior
Funding, Inc., as Administrative Agent (the “Administrative Agent”). Under the Bridge Credit Agreement, Morgan Stanley Senior Funding,
Inc., Morgan Stanley Bank, N.A. and Citibank, N.A. provides Turlock with unsecured financing in an aggregate principal amount of up to
$6,750,000,000 to finance, in part, the cash component of the acquisition consideration and pay certain transaction expenses. The initial
borrower under the Bridge Credit Agreement shall be Turlock until such time the Merger and the Transactions are consummated at which point
Eaton, after merging with Turlock, shall survive as the borrower. Certain domestic subsidiaries of Eaton shall accede to the Bridge Credit
Agreement as guarantors simultaneously with the consummation of the Transaction and within forty days of the acquisition, Cooper and certain
of its subsidiaries shall accede to the Bridge Credit Agreement as guarantors.

     The closing date of the Bridge Credit Agreement (the “Closing Date”) is conditioned on, among other things, the consummation of the
Transactions, accession of certain domestic subsidiaries of Eaton as guarantors, and absence of certain events of defaults under the Bridge
Credit Agreement. The commitments automatically terminate on the earlier of the funding and disbursement of the loans to the borrower on the
Closing Date, or nine months after May 21, 2012 (or if all but certain regulatory conditions under the Transaction Agreement have been
completed, one year after May 21, 2012).

       Amounts outstanding under the bridge term facility will bear interest, at the borrower’s option, either (a) at the base rate (defined as the
highest of (1) Administrative Agent’s prime rate, (2) the federal funds rate plus 0.50% and (3) the applicable interest rate for a eurodollar loan
with a one month interest period beginning on such day plus 1.00%) or (b) at the eurodollar rate plus, in each case, an applicable margin which
shall range depending on the debt rating of the borrower and the number of days which the loans remain outstanding from the date of funding.
In addition the borrower has agreed to pay (a) a non-refundable ticking fee in an amount equal to 0.125% of the amount of the aggregate
commitments in effect from May 21, 2012 through the termination of the aggregate commitments or the Closing Date and (b) a non-refundable
duration fee on the 90th, 180th and 270th day after the Closing Date in an amount equal to the Duration Fee Percentage (ranging from 0.50%
90 days after the Closing Date to 1.25% 270 days after the Closing Date) and the aggregate principal amount of the loans outstanding on such
day.

      The borrower may voluntarily prepay the loans at anytime without premium or penalty. The Bridge Credit Agreement requires mandatory
prepayments with the net cash proceeds of certain asset sales or debt or equity issuances subject to customary exceptions, reinvestment rights
and minimums. The Bridge Credit Agreement also contains customary events of default, upon the occurrence of which, and so long as such
event of default is continuing, the amounts

                                                                         5
outstanding will accrue interest at an increased rate and payments of such outstanding amounts could be accelerated by the lenders. In addition,
the loan parties will be subject to certain affirmative and negative covenants under the Bridge Credit Agreement.

     The lenders or their affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including
commercial banking, financial advisory and investment banking services, for Turlock, Eaton and their respective affiliates in the ordinary
course of business for which they have received or will receive customary fees and expenses. In addition, affiliates of certain of the lenders are
providing advisory services to Eaton in connection with the Merger.

      The foregoing description of the terms of the Transaction Agreement, the Conditions Appendix, the ERA and the Bridge Credit
Agreement are only summaries, and do not purport to be complete, and are qualified in their entirety by the complete text of the Transaction
Agreement, the Conditions Appendix, the ERA and the Bridge Credit Agreement, copies of which are filed as Exhibits 2.1, 2.2, 2.3 and 10.1
hereto and incorporated herein by reference. Note that the copy of the Transaction Agreement included in Part D of Appendix III to the copy of
the Rule 2.5 Announcement furnished by Eaton as Exhibit 99.1 to its Current Report on Form 8-K dated May 21, 2012 contained incorrectly
formatted clause numbering; the clause numbering in the copy of the Transaction Agreement filed as Exhibit 2.1 hereto is correct. The
documents attached hereto have been included to provide investors with information regarding their terms. The Transaction Agreement and the
Bridge Credit Agreement contain representations and warranties made by and to the parties thereto as of specific dates. The statements
embodied in those representations and warranties were made for purposes of the contracts between the parties and may be subject to
qualifications and limitations agreed by the parties in connection with negotiating the terms of those contracts. In addition, certain
representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those
generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters
as facts.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
             Arrangements of Certain Officers.

(e) With respect to the Merger, Section 4985 of the Internal Revenue Code of 1986, as amended, imposes an excise tax equal to the capital
gains taxation rate (15% in 2012) (such tax, the “Excise Tax”) on the value of certain stock compensation held at any time during the six
months before and six months after the closing of the Merger by individuals who were and/or are directors and/or executive officers of Eaton
and subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, during the same period. This
Excise Tax applies to all nonqualified stock options, unvested restricted stock awards and other stock-based compensation held by such Eaton
executive officers and directors, including its Chief Executive Officer, Chief Financial Officer and other named executive officers, during this
twelve month period and becomes effective upon the closing of the Merger. The Eaton board of directors has decided to provide gross-up
payments to these executive officers and directors, which, on a net after-tax basis, would put them in the same position as if no such Excise Tax
had

                                                                        6
been applied. These gross-up amounts would be paid following the closing of the Merger, which is subject to adoption of the Transaction
Agreement and the Merger by the Company’s shareholders. The actual amounts due to such executive officers and directors will be
determinable following the closing of the Merger.

      New Eaton will file with the SEC a registration statement on Form S-4 that will include the Joint Proxy Statement of Eaton and Cooper
that also constitutes a Prospectus of New Eaton. Additional information regarding these arrangements may be found in such registration
statement on Form S-4.

N O O FFER OR S OLICITATION

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

I MPORTANT A DDITIONAL I NFORMATION W ILL B E F ILED W ITH T HE SEC

New Eaton will file with the SEC a registration statement on Form S-4 that will include the Joint Proxy Statement of Eaton and Cooper that
also constitutes a Prospectus of New Eaton. Eaton and Cooper plan to mail to their respective shareholders (and to Cooper Equity Award
Holders for information only) the Joint Proxy Statement/Prospectus (including the Scheme) in connection with the transactions. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/
PROSPECTUS (INCLUDING THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT EATON, COOPER, NEW EATON, THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders will
be able to obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New
Eaton, Eaton and Cooper through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to
obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Eaton and New Eaton with the
SEC by contacting Eaton Investor Relations at Eaton Corporation, 1111 Superior Avenue, Cleveland, OH 44114 or by calling (888) 328-6647,
and will be able to obtain free copies of the Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Cooper by
contacting Cooper Investor Relations at c/o Cooper US, Inc., P.O. Box 4466, Houston, Texas 77210 or by calling (713) 209-8400.

P ARTICIPANTS I N T HE S OLICITATION

Cooper, Eaton and New Eaton and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from the respective shareholders of Cooper and Eaton in respect of the transactions contemplated by the Joint Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC,

                                                                          7
be deemed participants in the solicitation of the respective shareholders of Cooper and Eaton in connection with the proposed transactions,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC. Information regarding Cooper’s directors and executive officers is contained in Cooper’s
Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 13, 2012, which
are filed with the SEC. Information regarding Eaton’s directors and executive officers is contained in Eaton’s Annual Report on Form 10-K for
the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 16, 2012, which are filed with the SEC.

E ATON S AFE H ARBOR S TATEMENT

This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
concerning Eaton, New Eaton, the Acquisition and other transactions contemplated by the Transaction Agreement, our acquisition financing,
our long-term credit rating and our revenues and operating earnings. These statements or disclosures may discuss goals, intentions and
expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton or New
Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,”
“forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These
forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control. Therefore, you should not
place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking
statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Acquisition; the risks that the new
businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; our ability to refinance the bridge
loan on favorable terms and maintain our current long-term credit rating; unanticipated changes in the markets for our business segments;
unanticipated downturns in business relationships with customers or their purchases from Eaton; competitive pressures on our sales and
pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the
introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute
resolutions; new laws and governmental regulations. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect our business described in our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. We do not assume any obligation to
update these forward-looking statements.

No statement in this communication is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean
that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Eaton.

                                                                         8
S TATEMENT R EQUIRED B Y T HE T AKEOVER R ULES

The directors of Eaton accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the
directors of Eaton (who have taken all reasonable care to ensure such is the case), the information contained in this communication is in
accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in 1% or more of any relevant securities in Eaton or Cooper may from the date of this announcement have disclosure
obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

Item 9.01     Exhibits.

(d)    Exhibits.

EXHIBI
  T
 NO.               DESCRIPTION

2.1                Transaction Agreement, dated as of May 21, 2012, by and among Eaton Corporation, Cooper Industries plc, Abeiron
                   Limited, Comdell Limited, Turlock B.V. and Turlock Corporation.
2.2                Part A of Appendix III to Rule 2.5 Announcement, dated May 21, 2012 (Conditions of the Acquisition and the Scheme).
2.3                Expenses Reimbursement Agreement, dated as of May 21, 2012, by and between Cooper Industries plc and Eaton
                   Corporation.
10.1               Bridge Credit Agreement, dated as of May 21, 2012, among Turlock Corporation, Abeiron Limited, Turlock B.V., the
                   guarantors from time to time party thereto, the lenders from time to time party thereto and Morgan Stanley Senior Funding,
                   Inc., as Administrative Agent.

                                                                        9
                                                                SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                                                       EATON CORPORATION

                                                                                       By:           /s/ R. H. Fearon
                                                                                       Name:         R. H. Fearon
                                                                                       Title:        Vice Chairman and Chief
                                                                                                     Financial and Planning Officer

Date: May 24, 2012
                                      Exhibit 2.1

                             EXECUTION VERSION

   D ATED M AY 21, 2012

 C OOPER I NDUSTRIES PLC ,
  E ATON C ORPORATION ,
    A BEIRON L IMITED ,
   C OMDELL L IMITED ,
      T URLOCK B.V.,
           AND
  T URLOCK C ORPORATION



TRANSACTION AGREEMENT




         D UBLIN
                                           CONTENTS

1    INTERPRETATION                                                                    2
2    RULE 2.5 ANNOUNCEMENT, SCHEME DOCUMENT AND COOPER EQUITY AWARD HOLDER PROPOSAL   16
3    IMPLEMENTATION OF THE SCHEME; EATON SHAREHOLDERS MEETING                         18
4    EQUITY AWARDS                                                                    27
5    COOPER AND EATON CONDUCT                                                         30
6    REPRESENTATIONS AND WARRANTIES                                                   41
7    ADDITIONAL AGREEMENTS                                                            67
8    COMPLETION                                                                       81
9    TERMINATION                                                                      89
10   GENERAL                                                                          91
THIS AGREEMENT is made on May 21, 2012
AMONG:
                           EATON CORPORATION
                           a company incorporated in Ohio
                           (hereinafter called “ Eaton ”),
                           ABEIRON LIMITED
                           a company incorporated in Ireland
                           with registered number 512978
                           having its registered office
                           at 70 Sir John Rogerson’s Quay
                           Dublin 2, Ireland
                           (hereinafter called “ Holdco ”),
                           COMDELL LIMITED
                           a company incorporated in Ireland
                           with registered number 513275
                           having its registered office
                           at 70 Sir John Rogerson’s Quay
                           Dublin 2, Ireland
                           (hereinafter called “ IrSub ”),
                           TURLOCK B.V.
                           a company incorporated in the Netherlands
                           with registered number 08169375
                           having its registered office
                           at Prins Bernhardplein 200
                           1097 JB Amsterdam, the Netherlands
                           (hereinafter called “ EHC ”),
                           TURLOCK CORPORATION
                           a company incorporated in Ohio
                           (hereinafter called “ MergerSub ”),
                                          -and-
                           COOPER INDUSTRIES PLC
                           a company incorporated in Ireland
                           with registered number 471594
                           having its registered office
                           at Unit F10, Maynooth Business Campus, Maynooth, Ireland
                           (hereinafter called “ Cooper ”)

                                                               1
RECITALS:
1.   Eaton has agreed to make a proposal to cause Holdco to acquire Cooper on the terms set out in the Rule 2.5 Announcement (as defined
     below).
2.   This Agreement (this “ Agreement ”) sets out certain matters relating to the conduct of the Acquisition (as defined below) and the
     Merger (as defined below) that have been agreed by the Parties.
3.   The Parties intend that the Acquisition will be implemented by way of the Scheme, although this may, subject to the consent of the Panel
     (where required) be switched to the Takeover Offer in accordance with the terms set out in this Agreement.
4.   The Parties intend that for U.S. federal income tax purposes, (i) the receipt of the Scheme Consideration in exchange for the Cooper
     Shares pursuant to the Scheme be a fully taxable transaction to the holders of the Cooper Shares, and (ii) the receipt of the Holdco Shares
     in exchange for the Eaton Shares pursuant to the Merger be a fully taxable transaction to the holders of the Eaton shares.

THE PARTIES AGREE as follows:
1.   INTERPRETATION
     1.1   Definitions
           In this Agreement the following words and expressions shall have the meanings set opposite them:
           “ Acquisition ”, the proposed acquisition by Holdco of Cooper by means of the Scheme or the Takeover Offer (and any such
           Scheme or Takeover Offer as it may be revised, amended or extended from time to time) pursuant to this Agreement (whether by
           way of the Scheme or the Takeover Offer) (including the issuance by Holdco of the aggregate Share Consideration pursuant to the
           Scheme or the Takeover Offer), as described in the Rule 2.5 Announcement and provided for in this Agreement;
           “ Act ”, the Companies Act 1963, as amended;
           “ Acting in Concert ”, shall have the meaning given to that term in the Irish Takeover Panel Act 1997;
           “ Action ”, any lawsuit, claim, complaint, action or proceeding before any Relevant Authority;
           “ Affiliate ”, in relation to any person, another person that, directly or indirectly, controls, is controlled by, or is under common
           control with, such first person (as used in this definition, “ control ” (including, with its correlative meanings, “ controlled by ” and
           “ under common control with ”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
           management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by
           contract or otherwise);
           “ Agreed Form ”, in relation to any document, the form of that document which has been initialled for the purpose of identification
           by or on behalf of each of the Parties;

                                                                        2
“ Agreement ”, shall have the meaning given to that term in the Recitals;
“ Antitrust Laws ”, shall have the meaning given to that term in Clause 7.2(d);
“ Antitrust Order ”, shall have the meaning given to that term in Clause 7.2(d);
“ Applicable Withholding Amount ”, such amounts as are required to be withheld or deducted under the Code or any provision of
state, local or foreign Tax Law with respect to the payment made in connection with the cancellation of a Cooper Option or Cooper
Share Award or the payment of any dividend equivalents, as applicable;
“ Associate ”, shall have the meaning given to that term in the Takeover Rules;
“ Business Day ”, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State of New York are
authorised or required by law or executive order to be closed;
“ Cap ”, shall have the meaning given to that term in the Expenses Reimbursement Agreement;
“ Capitalisation Date ”, shall have the meaning given to that term in Clause 6.1(b)(i);
“ Cash Consideration ”, shall have the meaning given to that term in Clause 8.1(c)(i)(A);
“ Cash Out Amount ”, means the greater of (x) the Scheme Consideration Value and (y) the Cooper FMV;
“ CERCLA ”, shall have the meaning given to that term in Clause 6.1(h);
“ Certificate of Merger ”, shall have the meaning given to that term in Clause 8.2(b);
“ Clause 5.1(b)(xii)(A) Claims ”, shall have the meaning given to that term in Clause 5.1(b)(xii)(A);
“ Clearances ”, all consents, clearances, approvals, permissions, permits, nonactions, orders and waivers to be obtained from, and
all registrations, applications, notices and filings to be made with or provided to, any Relevant Authority or other third party;
“ Code ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
“ Companies Acts” ,the Companies Acts 1963 to 2009 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous
Provisions Act 2006;
“ Completion ”, completion of the Acquisition and the Merger;
“ Completion Date ”, shall have the meaning given to that term in Clause 8.1(a)(i);
“ Conditions ”, the conditions to the Scheme and the Acquisition set out in paragraphs 1, 2, 3, 4 and 5 of Part A of Appendix III to
the Rule 2.5 Announcement, and “ Condition ” means any one of the Conditions;
“ Confidentiality Agreement ”, the confidentiality agreement between Cooper and Eaton dated August 9, 2010, as it may be
amended from time to time;
“ Cooper ”, shall have the meaning given to that term in the Preamble;

                                                            3
“ Cooper Alternative Proposal ”, shall have the meaning given to that term in Clause 5.3(g);
“ Cooper Benefit Plan ”, each employee or director benefit plan, arrangement or agreement, whether or not written, including any
employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning
of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation,
vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that
is or has been sponsored, maintained or contributed to by the Cooper Group;
“ Cooper Board ”, the board of directors of Cooper;
“ Cooper Change of Recommendation ”, shall have the meaning given to that term in Clause 5.3(c);
“ Cooper Director Share Plans ”, the Amended and Restated Cooper Industries plc Directors’ Stock Plan and the Cooper
Industries plc Amended and Restated Directors’ Retainer Fee Stock Plan;
“ Cooper Directors ”, the members of the board of directors of Cooper;
“ Cooper Disclosure Schedule ”, shall have the meaning given to that term in Clause 6.1;
“ Cooper Distributable Reserves Resolution ”, shall have the meaning given to that term in Clause 7.10(a);
“ Cooper Employees ”, the employees of Cooper or any Subsidiary of Cooper who remain employed after the Effective Time;
“ Cooper Employee Share Plans ”, the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan and the Cooper
Industries plc Amended and Restated Stock Incentive Plan;
“ Cooper Equity Award Holder Proposal ”, the proposal of Eaton to the Cooper Equity Award Holders to be made in accordance
with Clause 4, Rule 15 of the Takeover Rules and the terms of the Cooper Share Plans;
“ Cooper Equity Award Holders ”, the holders of Cooper Options and/or Cooper Share Awards;
“ Cooper Equity Schedule ”, shall have the meaning given to that term in Clause 6.1(i)(v);
“ Cooper Euro-Denominated Shares ”, shall have the meaning given to that term in Clause 6.1(b)(i);
“ Cooper Exchange Fund ”, shall have the meaning given to that term in Clause 8.1(d)(i);
“ Cooper FMV ”, the closing sales price of a Cooper Share as reported on the NYSE on the Effective Date or, if no sales of Cooper
Shares were made on the NYSE on

                                                          4
that date, the closing sales price as reported on the NYSE for the preceding day on which sales of Cooper Shares were made;
“ Cooper Group ”, Cooper and all of its Subsidiaries;
“ Cooper Indemnified Parties ” (and “ Cooper Indemnified Party ”), shall have the meaning given to that term in Clause 7.3(c);
“ Cooper Leased Real Property ”, shall have the meaning given to that term in Clause 6.1(q)(ii);
“ Cooper Material Adverse Effect ”, such event, development, occurrence, state of facts or change that has a material adverse
effect on the business, operations or financial condition of Cooper and its Subsidiaries, taken as a whole, but shall not include
(a) events, developments, occurrences, states of facts or changes (i) generally affecting the industries or the segments thereof in
which Cooper and its Subsidiaries operate (including changes to commodity prices) in the United States or elsewhere, (ii) generally
affecting the economy or the financial, debt, credit or securities markets, in the United States or elsewhere, (iii) resulting from any
political conditions or developments in general, or resulting from any outbreak or escalation of hostilities, declared or undeclared
acts of war or terrorism (other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders
physically unusable or inaccessible any facility or property of Cooper or any of its Subsidiaries), (iv) reflecting or resulting from
changes or proposed changes in Law (including rules and regulations), interpretations thereof, regulatory conditions or US GAAP
or other accounting standards (or interpretations thereof), or (v) resulting from actions of Cooper or any of its Subsidiaries which
Eaton has expressly requested in writing or to which Eaton has expressly consented in writing; or (b) any decline in the stock price
of the Cooper Shares on the NYSE or any failure to meet internal or published projections, forecasts or revenue or earning
predictions for any period ( provided that the underlying causes of such decline or failure may, to the extent applicable, be
considered in determining whether there is a Cooper Material Adverse Effect); or (c) any events, developments, occurrences, states
of facts or changes resulting from the announcement or the existence of this Agreement or the transactions contemplated hereby or
the performance of and the compliance with this Agreement (except that this clause (c) shall not apply with respect to Cooper’s
representations and warranties in Clause 6.1(c)(iii));
“ Cooper Material Contracts ”, shall have the meaning given to that term in Clause 6.1(t)(i);
“ Cooper MCA Employees ”, those employees of the Cooper Group who are covered by MCAs as set forth on Section 6.1(i)(v) of
the Cooper Disclosure Schedule;
“ Cooper Memorandum and Articles of Association ”, shall have the meaning given to that term in Clause 6.1(a);
“ Cooper Option ”, an option to purchase Cooper Shares;
“ Cooper Owned Real Property ”, shall have the meaning given to that term in Clause 6.1(q)(i);
“ Cooper Permits ”, shall have the meaning given to that term in Clause 6.1(g)(ii);

                                                             5
“ Cooper Permitted Lien ”, shall have the meaning given to that term in Clause 6.1(q) (i);
“ Cooper Preferred Shares ”, shall have the meaning given to that term in Clause 6.1(b)(i);
“ Cooper Rights Agreement ”, shall have the meaning given to that term in Clause 6.1(m);
“ Cooper SEC Documents ”, shall have the meaning given to that term in Clause 6.1(d)(i);
“ Cooper Share Award ”, each right of any kind, contingent or accrued, to receive Cooper Shares or benefits measured in whole or
in part by the value of a number of Cooper Shares (including restricted stock units, performance stock units, phantom stock units,
and deferred stock units), other than Cooper Options;
“ Cooper Share Plans ”, the Cooper Director Share Plans and the Cooper Employee Share Plans;
“ Cooper Shareholder Approval ”, (i) the approval of the Scheme by a majority in number of the Cooper Shareholders
representing three-fourths (75 per cent.) or more in value of the Cooper Shares held by such holders, present and voting either in
person or by proxy, at the Court Meeting (or at any adjournment of such meeting) and (ii) the EGM Resolutions being duly passed
by the requisite majorities of Cooper Shareholders at the Extraordinary General Meeting (or at any adjournment of such meeting);
“ Cooper Shareholders ”, the holders of Cooper Shares;
“ Cooper Shares ”, the ordinary shares of US$0.01 each in the capital of Cooper;
“ Cooper Superior Proposal ”, shall have the meaning given to that term in Clause 5.3(h);
“ Court Hearing ”, the hearing by the High Court of the Petition to sanction the Scheme under Section 201 of the Act;
“ Court Meeting ”, the meeting or meetings of the Cooper Shareholders (and any adjournment thereof) convened by order of the
High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);
“ Court Meeting Resolution ”, the resolution to be proposed at the Court Meeting for the purposes of approving and implementing
the Scheme;
“ Court Order ”, the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the
reduction of capital that forms part of it under Sections 72 and 74 of the Act;
“ Deferral Accounts ”, means the deferral accounts referred to in Section 18.2(i) of the Cooper Industries plc Amended and
Restated Stock Incentive Plan;
“ Divestiture Action ”, shall have the meaning given to that term in Clause 7.2(h);

                                                           6
“ Eaton ”, shall have the meaning given to that term in the Preamble;
“ Eaton Articles of Incorporation ”, shall have the meaning given to that term in Clause 6.2(a);
“ Eaton Benefit Plan ”, each employee or director benefit plan, arrangement or agreement, whether or not written, including any
employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning
of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation,
vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that
is or has been sponsored, maintained or contributed to by the Eaton Group;
“ Eaton Board ”, the board of directors of Eaton;
“ Eaton Book Entry Shares ”, shall have the meaning given to that term in Clause 8.2(f)(i);
“ Eaton Certificates ”, shall have the meaning given to that term in Clause 8.2(f)(i);
“ Eaton Change of Recommendation ”, shall have the meaning given to that term in Clause 5.4;
“ Eaton Closing Price ”, the average, rounded to the nearest cent, of the closing sale prices of an Eaton Share on the NYSE as
reported by The Wall Street Journal for the five trading days immediately preceding the day on which the Effective Time occurs;
“ Eaton Directors ”, the members of the board of directors of Eaton;
“ Eaton Disclosure Schedule ”, shall have the meaning given to that term in Clause 6.2;
“ Eaton Distributable Reserves Resolution ”, shall have the meaning given to that term in Clause 7.10(a);
“ Eaton Exchange Fund ”, shall have the meaning given to that term in Clause 8.2(g)(i);
“ Eaton Financing Information ”, shall have the meaning given to that term in Clause 3.4(c)(i);
“ Eaton Group ”, Eaton and all of its Subsidiaries;
“ Eaton Indemnified Parties ” (and “ Eaton Indemnified Party ”), shall have the meaning given to that term in Clause 7.3(d);
“ Eaton Leased Real Property ”, shall have the meaning given to that term in Clause 6.2(p)(ii);
“ Eaton Material Adverse Effect ”, such event, development, occurrence, state of facts or change that has a material adverse effect
on the business, operations or financial condition of Eaton and its Subsidiaries, taken as a whole, but shall not include (a) events,
developments, occurrences, states of facts or changes (i) generally affecting the industries or the segments thereof in which Eaton
and its Subsidiaries

                                                            7
operate (including changes to commodity prices) in the United States or elsewhere, (ii) generally affecting the economy or the
financial, debt, credit or securities markets, in the United States or elsewhere, (iii) resulting from any political conditions or
developments in general, or resulting from any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism
(other than any of the foregoing to the extent that it causes any direct damage or destruction to or renders physically unusable or
inaccessible any facility or property of Eaton or any of its Subsidiaries), (iv) reflecting or resulting from changes or proposed
changes in Law (including rules and regulations), interpretations thereof, regulatory conditions or US GAAP or other accounting
standards (or interpretations thereof), or (v) resulting from actions of Eaton or any of its Subsidiaries which Cooper has expressly
requested in writing or to which Cooper has expressly consented in writing; or (b) any decline in the stock price of the Eaton Shares
on the NYSE or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (
provided that the underlying causes of such decline or failure may, to the extent applicable, be considered in determining whether
there is an Eaton Material Adverse Effect); or (c) any events, developments, occurrences, states of facts or changes resulting from
the announcement or the existence of this Agreement or the transactions contemplated hereby or the performance of and the
compliance with this Agreement (except that this clause (c) shall not apply with respect to Cooper’s representations and warranties
in Clause 6.2(c)(iii));
“ Eaton Material Contracts ”, shall have the meaning given to that term in Clause 6.2(s)(i);
“ Eaton Merger Parties ”, collectively Holdco, EHC, IrSub and MergerSub;
“ Eaton Owned Real Property ”, shall have the meaning given to that term in Clause 6.2(p)(i);
“ Eaton Parties ”, collectively, Eaton, Holdco, EHC, IrSub and MergerSub;
“ Eaton Permits ”, shall have the meaning given to that term in Clause 6.2(g)(ii);
“ Eaton Permitted Lien ”, shall have the meaning given to that term in Clause 6.2(p)(i);
“ Eaton Preferred Shares ”, shall have the meaning given to that term in Clause 6.2(b)(i);
“ Eaton Recommendation ”, the recommendation of the Eaton Board that Eaton Shareholders vote in favour of the adoption of this
Agreement;
“ Eaton Reimbursement Payments ”, shall have the meaning given to that term in the Expenses Reimbursement Agreement;
“ Eaton Regulations ”, shall have the meaning given to that term in Clause 6.2(a);
“ Eaton SEC Documents ”, shall have the meaning given to that term in Clause 6.2(d)(i);
“ Eaton Share Award ”, an award denominated in Eaton Shares, other than an Eaton Share Option;
“ Eaton Share Option ”, shall have the meaning given to that term in Clause 8.3(a)(i);

                                                            8
“ Eaton Share Plans ”, the 2012 Stock Plan, the 2009 Stock Plan, the 2008 Stock Plan, the 2004 Stock Plan, the 2002 Stock Plan,
the 1998 Stock Plan, the 1995 Stock Plan, the 1991 Stock Option Plan, the 2008 Executive Strategic Incentive Plan and the
Supplemental Executive Strategic Incentive Plan;
“ Eaton Shareholder Approval ”, shall have the meaning given to that term in Clause 3.7(b);
“ Eaton Shareholders ”, the holders of Eaton Shares;
“ Eaton Shareholders Meeting ”, shall have the meaning given to that term in Clause 3.7(b);
“ Eaton Share Option ”, shall have the meaning given to that term in Clause 8.3(a)(i);
“ Eaton Shares ”, the common shares of Eaton, par value US$0.50 per share;
“ EC Merger Regulation ”, Council Regulation (EC) No. 139/2004;
“ Effective Date ”, the date on which the Scheme becomes effective in accordance with its terms;
“ Effective Time ”, the time on the Effective Date at which the Court Order and a copy of the minute required by Section 75 of the
Act are registered by the Registrar of Companies; provided, that the Scheme shall become effective substantially concurrently with
the effectiveness of the Merger, to the extent possible;
“ EGM Resolutions ”, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the
reduction of capital of Cooper and such other matters as Cooper reasonably determines to be necessary for the purposes of
implementing the Acquisition or, subject to the consent of Eaton (such consent not to be unreasonably withheld, conditioned or
delayed), desirable for the purposes of implementing the Acquisition;
“ EHC ”, shall have the meaning given to that term in the Preamble;
“ End Date ”, the date that is nine months after the date of this Agreement; provided, that if as of such date all Conditions (other
than Conditions 2(c), 2(d), 3(c), 3(d) and 3(e)) have been satisfied (or, in the sole discretion of the applicable Party, waived (where
applicable)) or would be satisfied (or, in the sole discretion of the applicable Party, waived (where applicable)) if the Acquisition
were completed on such date, the “ End Date ” shall be the date that is one year after the date of this Agreement;
“ Environmental Laws ”, shall have the meaning given to that term in Clause 6.1(h);
“ Environmental Liabilities ” (and “ Environmental Liability ”), shall have the meaning given to that term in Clause 6.1(h);
“ ERISA ”, the United States Employee Retirement Income Security Act of 1974, as amended;
“ ERISA Affiliate ”, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group
described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or

                                                             9
business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of
ERISA;
“ Evaluation Material ”, shall have the meaning given to that term in the Confidentiality Agreement;
“ Exchange Act ”, the United States Securities Exchange Act of 1934, as amended;
“ Exchange Agent ”, Computershare Trust Company, N.A. or another bank or trust company appointed by Eaton (and reasonably
acceptable to Cooper) to act as exchange agent for the payment of the Scheme Consideration and Merger Consideration;
“ Exchange Ratio ”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);
“ Expenses Reimbursement Agreement ”, the expenses reimbursement agreement dated May 21, 2012 between Eaton and
Cooper, the terms of which have been approved by the Panel;
“ Extraordinary General Meeting ” or “ EGM ”, the extraordinary general meeting of the Cooper Shareholders (and any
adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Court
Meeting shall have been concluded or adjourned (it being understood that if the Court Meeting is adjourned, the EGM shall be
correspondingly adjourned);
“ Financing ”, third-party debt financing provided to any of Holdco, Eaton, any of the Eaton Merger Parties or any of the
Subsidiaries of Eaton for the purposes of financing the transactions contemplated by this Agreement;
“ Financing Extension Notice ”, shall have the meaning given to that term in Clause 5.3(i)(i);
“ Financing Sources ”, the entities that have committed to provide or arrange the Financing or other financings in connection with
the transactions contemplated hereby, including the parties to any joinder agreements or credit agreements entered pursuant thereto
or relating thereto, but excluding in each case for the avoidance of doubt (i) the Parties and their Subsidiaries, together with their
respective Affiliates, and their respective Affiliates’ officers, directors, employees, agents and representatives and their respective
successors and assigns and (ii) Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. solely in their capacity as financial
advisers to Eaton in respect of the cash confirmation to be provided in the Rule 2.5 Announcement and Scheme Document in
accordance with the requirements of the Takeover Rules;
“ Form S-4 ”, shall have the meaning given to that term in Clause 3.7(a);
“ Fractional Entitlements ”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);
“ Group ”, in relation to any Party, such Party and its Subsidiaries;
“ Hazardous Substance ”, shall have the meaning given to that term in Clause 6.1(h);
“ High Court ”, the High Court of Ireland;

                                                             10
“ Holdco ”, shall have the meaning given to that term in the Preamble;
“ Holdco Board ”, the board of directors of Holdco;
“ Holdco Distributable Reserves Creation ”, shall have the meaning given to that term in Clause 7.10(a);
“ Holdco Memorandum and Articles of Association ”, shall have the meaning given to that term in Clause 6.2(a)(ii)(C);
“ Holdco Shares ”, the ordinary shares of US$0.01 each in the capital of Holdco;
“ Holdco Subscriber Shares ”, the one hundred (100) Holdco Shares in issue at the date of this Agreement;
“ HSR Act ”, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder;
“ Indemnified Parties ” (and “ Indemnified Party ”), shall have the meaning given to that term in Clause 7.3(d);
“ Intellectual Property ”, shall have the meaning given to that term in Clause 6.1(p);
“ Intervening Event ”, with respect to Cooper or Eaton, as applicable, a material event, development, occurrence, state of facts or
change that was not known or reasonably foreseeable to the Cooper Board or Eaton Board, as applicable, on the date of this
Agreement, which event, development, occurrence, state of facts or change becomes known to the Cooper Board or Eaton Board, as
applicable, before the Cooper Shareholder Approval or Eaton Shareholder Approval, as applicable; provided, that (i) in no event
shall any action taken by either Party pursuant to and in compliance with the affirmative covenants set forth in Clause 7.2 of this
Agreement, and the consequences of any such action, constitute an Intervening Event, (ii) in no event shall any event, development,
occurrence, state of facts or change that has had or would reasonably be expected to have an adverse effect on the business,
financial condition or operations of, or the market price of the securities of, a Party or any of its Subsidiaries constitute an
Intervening Event with respect to the other Party unless such event, development, occurrence, state of facts or change has had or
would reasonably be expected to have a Cooper Material Adverse Effect (if such other Party is Eaton) or an Eaton Material Adverse
Effect (if such other Party is Cooper) and (iii) in no event shall the receipt, existence of or terms of a Cooper Alternative Proposal or
any enquiry relating thereto or the consequences thereof constitute an Intervening Event with respect to Cooper.
“ Ireland ” or “ Republic of Ireland ”, the island of Ireland, excluding Northern Ireland and the word “ Irish ” shall be construed
accordingly;
“ IRS ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
“ IrSub ”, shall have the meaning given to that term in the Preamble;
“ Joint Proxy Statement ”, shall have the meaning given to that term in Clause 3.7(a);
“ knowledge ”, in relation to Cooper, the actual knowledge, after due inquiry, of the executive officers of Cooper listed in Clause
1.1(a) of the Cooper Disclosure

                                                             11
Schedule, and in relation to Eaton, the actual knowledge, after due inquiry, of the executive officers of Eaton listed in Clause 1.1(a)
of the Eaton Disclosure Schedule;
“ Law ”, any federal, state, local, foreign or supranational law, statute, ordinance, rule, regulation, judgment, order, injunction,
decree, agency requirement, license or permit of any Relevant Authority;
“ Lien ”, shall have the meaning given to that term in Clause 6.1(c)(iii);
“ MCA ”, shall have the meaning given to that term in Clause 6.1(i)(v);
“ Merger ”, the merger of MergerSub with and into Eaton in accordance with Clause 8.2;
“ Merger Consideration ”, shall have the meaning given to that term in Clause 8.2(f)(i);
“ Merger Effective Time ”, shall have the meaning given to that term in Clause 8.2(b); provided that the Merger shall become
effective substantially concurrently with the effectiveness of the Scheme, to the extent possible;
“ MergerSub ”, shall have the meaning given to that term in the Preamble;
“ Net Cooper Shares ”, with respect to a Cooper Option, a number of whole and partial Cooper Shares (computed to the nearest
five decimal places) equal to the quotient obtained by dividing (i) the product of (A) the number of Cooper Shares subject to such
Cooper Option immediately prior to the Effective Time, and (B) the excess, if any, of the Cooper FMV over the exercise price per
Cooper Share subject to such Cooper Option, by (ii) the Scheme Consideration Value;
“ New Plans ”, shall have the meaning given to that term in Clause 7.4(b);
“ Northern Ireland ”, the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland;
“ Notice Period ”, shall have the meaning given to that term in Clause 5.3(i)(i);
“ NYSE ”, the New York Stock Exchange;
“ OGCL ”, the Ohio General Corporation Law, Ohio Revised Code Section 1701.01 et seq.
“ Old Plans ”, shall have the meaning given to that term in Clause 7.4(b);
“ Organisational Documents” , articles of association, articles of incorporation, certificate of incorporation or by-laws or other
equivalent organisational document, as appropriate;
“ Other Eaton Merger Party Organisational Documents ”, shall have the meaning given to that term in Clause 6.2(a)(ii)(C);
“ Other Eaton Share-Based Awards ”, shall have the meaning given to that term in Clause 8.3(a)(iii);
“ Panel ”, the Irish Takeover Panel;

                                                             12
“ Parties ”, Cooper and the Eaton Parties and “ Party ” shall mean either Cooper, on the one hand, or Eaton or the Eaton Parties
(whether individually or collectively), on the other hand (as the context requires);
“ Person ” or “ person ”, an individual, group (including a “group” under Section 13(d) of the Exchange Act), corporation,
partnership, limited liability company, joint venture, association, trust, unincorporated organisation or other entity or any Relevant
Authority or any department, agency or political subdivision thereof;
“ Petition ”, the petition to the High Court seeking the Court Order;
“ RCRA ”, shall have the meaning given to that term in Clause 6.1(h);
“ Registrar of Companies ”, the Registrar of Companies in Dublin;
“ Regulatory Information Service ”, a regulatory information service as defined in the Takeover Rules;
“ Release ”, shall have the meaning given to that term in Clause 6.1(h);
“ Relevant Authority ”, any Irish, United States, foreign or supranational, federal, state or local governmental commission, board,
body, bureau, or other regulatory authority, agency, including courts and other judicial bodies, or any competition, antitrust or
supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or
authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction,
including the Panel;
“ Removal, Remedial or Response ”, shall have the meaning given to that term in Clause 6.1(h);
“ Representatives ”, in relation to any person, the directors, officers, employees, agents, investment bankers, financial advisors,
legal advisors, accountants, brokers, finders, consultants or representatives of such person;
“ Resolutions ”, the resolutions to be proposed at the EGM and Court Meeting required to effect the Scheme, which will be set out
in the Scheme Document;
“ Restricted Eaton Share ”, shall have the meaning given to that term in Clause 8.3(a)(ii);
“ Reverse Termination Payment ”, shall have the meaning given to that term in Clause 9.2;
“ Revised Acquisition ”, shall have the meaning given to that term in Clause 5.3(i)(i);
“ Right to Match ”, shall have the meaning given to that term in Clause 5.3(i)(i);
“ Rule 2.5 Announcement ”, the announcement in the Agreed Form to be made by the Parties pursuant to Rule 2.5 of the Takeover
Rules;
“ Sarbanes-Oxley Act ”, shall have the meaning given to that term in Clause 6.1(e);
“ Scheme ” or “ Scheme of Arrangement ”, the proposed scheme of arrangement under Section 201 of the Act and the capital
reduction under Sections 72 and 74 of

                                                             13
the Act to effect the Acquisition pursuant to this Agreement, in such terms and form as the Parties, acting reasonably, mutually
agree, including any revision thereof as may be agreed between the Parties in writing;
“ Scheme Consideration ”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);
“ Scheme Consideration Value ”, means the sum obtained by adding (x) the Cash Consideration and (y) the Share Consideration
Cash Value;
“ Scheme Document ”, a document (or the relevant sections of the Joint Proxy Statement comprising the scheme document)
(including any amendments or supplements thereto) to be distributed to Cooper Shareholders and, for information only, to Cooper
Equity Award Holders containing (i) the Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an explanatory
statement as required by Section 202 of the Act with respect to the Scheme, (iv) such other information as may be required or
necessary pursuant to the Act or the Takeover Rules and (v) such other information as Cooper and Eaton shall agree;
“ Scheme Recommendation ”, the recommendation of the Cooper Board that Cooper Shareholders vote in favour of the
Resolutions;
“ SEC ”, the United States Securities and Exchange Commission;
“ Securities Act ”, the United States Securities Act of 1933, as amended;
“ Share Consideration ”, shall have the meaning given to that term in Clause 8.1(c)(i)(B);
“ Share Consideration Cash Value ”, means the product obtained by multiplying (x) the Exchange Ratio by (y) the Eaton Closing
Price;
“ Significant Subsidiary ”, a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X of the Securities Act;
“ Specified Termination ”, shall have the meaning given to that term in Clause 9.2;
“ Subsidiary ”, in relation to any person, any corporation, partnership, association, trust or other form of legal entity of which such
person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power
(provided that the Eaton Merger Parties shall be deemed to be Subsidiaries of Eaton for purposes of this Agreement);
“ Superior Proposal Notice ”, shall have the meaning given to that term in Clause 5.3(i)(i);
“ Surviving Corporation ”, shall have the meaning given to that term in Clause 8.2(a);
“Takeover Offer”, means an offer in accordance with Clause 3.6 for the entire issued share capital of Cooper (other than any
Cooper Shares beneficially owned by Eaton or any member of the Eaton Group (if any)) including any amendment or revision
thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document;

                                                            14
      “Takeover Offer Document”, means, if following the date of this Agreement, Eaton elects to implement the Acquisition by way of
      the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Cooper Shareholders and others by Eaton (or
      Holdco) containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a
      Takeover Offer) and certain information about Eaton and Cooper and, where the context so admits, includes any form of
      acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;
      “ Takeover Panel Act ”, the Irish Takeover Panel Act 1997 (as amended);
      “ Takeover Rules ”, the Irish Takeover Panel Act 1997 (as amended), Takeover Rules, 2007, as amended;
      “ Tax ” (and “ Taxes ”), shall have the meaning given to that term in Clause 6.1(n)(ii);
      “ Tax Authority ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
      “ Taxable ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
      “ Taxation ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
      “ Tax Return ”, shall have the meaning given to that term in Clause 6.1(n)(ii);
      “ Tools JV ”, shall have the meaning given to that term in Clause 6.1(a)(ii);
      “ € ”, “ EUR ”, or “ euro ”, the single currency unit provided for in Council Regulation (EC) NO974/98 of 8 May 1990, being the
      lawful currency of Ireland;
      “ US$ ”, “ $ ” or “ USD ”, United States dollars, the lawful currency of the United States of America;
      “ US ” or “ United States ”, the United States, its territories and possessions, any State of the United States and the District of
      Columbia, and all other areas subject to its jurisdiction;
      “ US GAAP ”, U.S. generally accepted accounting principles;
      “ 2012 Bonuses ”, shall have the meaning given to that term in Clause 7.4(e)(i); and
      “ 2012 Bonus Plan Participant ”, shall have the meaning given to that term in Clause 7.4(e)(i).

1.2   Construction
      (a)    In this Agreement, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here”
             shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular
             section or clause thereof.
      (b)    In this Agreement, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall
             be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this
             Agreement.

                                                                   15
           (c)    In this Agreement, any reference to any provision of any legislation shall include any amendment, modification,
                  re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such
                  provision, and any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be
                  a reference to legislation of Ireland.
           (d)    In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the
                  plural and vice versa.
           (e)    In this Agreement, any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal
                  document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be
                  deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.
           (f)    In this Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall
                  be construed as illustrative and shall not limit the sense of the words preceding those terms.
           (g)    In this Agreement, any agreement or instrument defined or referred to herein or in any agreement or instrument that is
                  referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including
                  by waiver or consent, and all attachments thereto and instruments incorporated therein.

     1.3   Captions
           The table of contents and the headings or captions to the clauses in this Agreement are inserted for convenience of reference only
           and shall not affect the interpretation or construction thereof.

     1.4   Time
           References to times are to Irish times unless otherwise specified.

2.   RULE 2.5 ANNOUNCEMENT, SCHEME DOCUMENT AND COOPER EQUITY AWARD HOLDER PROPOSAL
     2.1   Rule 2.5 Announcement
           (a)    Each Party confirms that its respective board of directors (or a duly authorised committee thereof) has approved the contents
                  and release of the Rule 2.5 Announcement.
           (b)    Forthwith upon the execution of this Agreement, Cooper shall, in accordance with, and for the purposes of, the Takeover
                  Rules, procure the release of the Rule 2.5 Announcement to a Regulatory Information Service by no later than 11:59 a.m.,
                  New York City time, on May 21, 2012, or such later time as may be agreed between the Parties in writing.
           (c)    The obligations of Cooper and Eaton under this Agreement, other than the obligations under Clause 2.1(b), shall be
                  conditional on the release of the

                                                                        16
             Rule 2.5 Announcement to a Regulatory Information Service on May 21, 2012.
      (d)    Cooper confirms that, as of the date hereof, the Cooper Board considers that the terms of the Scheme as contemplated by
             this Agreement are fair and reasonable and that the Cooper Board has resolved to recommend to the Cooper Shareholders
             that they vote in favour of the Resolutions. The recommendation of the Cooper Board that the Cooper Shareholders vote in
             favour of the Resolutions, and the related opinion of the financial advisers to the Cooper Board, are set out in the Rule 2.5
             Announcement and, subject to Clause 5.3, shall be incorporated in the Scheme Document and any other document sent to
             Cooper Shareholders in connection with the Acquisition to the extent required by the Takeover Rules.
      (e)    The Conditions are hereby incorporated in and shall constitute a part of this Agreement.

2.2   Scheme
      (a)    Cooper agrees that it will put the Scheme to the Cooper Shareholders in the manner set out in Clause 3 and, subject to the
             satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception
             of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to
             facilitate the implementation of the Acquisition.
      (b)    Each of Eaton and Holdco agrees that it will participate in the Scheme and agree to be bound by its terms, as proposed by
             Cooper to the Cooper Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable
             Party, waiver (where applicable) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this
             Agreement and the Scheme.
      (c)    Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the
             Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of
             this Agreement, use all of its reasonable endeavours to take such other steps as are within its power and are reasonably
             required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in
             connection with Completion.

2.3   Change in Shares
      If at any time during the period between the date of this Agreement and the Effective Time, the outstanding Cooper Shares or Eaton
      Shares shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any
      subdivision, reclassification, reorganisation, recapitalisation, split, combination, contribution or exchange of shares, or a stock
      dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event
      shall have occurred, the Cash Consideration and the Share Consideration and any payments to be made under Clause 4 and any
      other number or amount contained in this Agreement which is based upon the price or number of the Cooper Shares or the Eaton
      Shares, as the case may be, shall be correspondingly adjusted to provide the

                                                                  17
           holders of Cooper Shares the same economic effect as contemplated by this Agreement prior to such event.

     2.4   Cooper Equity Award Holder Proposal
           (a)    Subject to the posting of the Scheme Document in accordance with Clause 3.1, the Parties agree that the Cooper Equity
                  Award Holder Proposal will be made to Cooper Equity Award Holders in respect of their respective holdings of Cooper
                  Options and/or Cooper Share Awards in accordance with Clause 4, Rule 15 of the Takeover Rules and the terms of the
                  Cooper Share Plans.
           (b)    The Cooper Equity Award Holder Proposal shall be issued as a joint letter from Cooper and Eaton and the Parties shall
                  agree the final form of the letter to be issued in respect of the Cooper Equity Award Holder Proposal and all other
                  documentation necessary to effect the Cooper Equity Award Holder Proposal.
           (c)    Save as required by Law, the High Court and/or the Panel, neither Party shall amend the Cooper Equity Award Holder
                  Proposal after its despatch without the consent of the other Party (such consent not to be unreasonably withheld, conditioned
                  or delayed).

3.   IMPLEMENTATION OF THE SCHEME; EATON SHAREHOLDERS MEETING
     3.1   Responsibilities of Cooper in Respect of the Scheme
           Cooper shall:
           (a)    be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and
                  to convene the EGM and Court Meeting;
           (b)    for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and, save where not reasonably
                  practicable owing to time restraints, provide Eaton and its advisers with the opportunity to attend any meetings with such
                  barrister to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it (except where
                  the barrister is to advise on matters relating to the fiduciary duties of the directors of Cooper or their responsibilities under
                  the Takeover Rules);
           (c)    as promptly as reasonably practicable after the definitive Joint Proxy Statement is filed with the SEC, or, if the preliminary
                  Joint Proxy Statement is reviewed and commented upon by the SEC, after the filing of the first amendment to the
                  preliminary Joint Proxy Statement with the SEC, Cooper shall cause to be filed with the Panel the Joint Proxy Statement (in
                  definitive or preliminary form, as the case may be);
           (d)    as promptly as reasonably practicable, notify Eaton of any other matter of which it becomes aware which would reasonably
                  be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or the
                  Acquisition as the case may be;
           (e)    as promptly as reasonably practicable, notify Eaton upon the receipt of any comments from the Panel on, or any request
                  from the Panel for amendments

                                                                       18
      or supplements to, the Scheme Document and the related forms of proxy, insofar as lies within its powers of procurement, to
      be so filed or furnished;
(f)   prior to filing or despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding
      in writing to any comments of the Panel with respect thereto, Cooper shall:
      (i)    as promptly as reasonably practicable provide Eaton with a reasonable opportunity to review and comment on such
             document or response; and
      (ii)   as promptly as reasonably practicable discuss with Eaton and include in such document or response all comments
             reasonably and promptly proposed by Eaton to the extent that Cooper, acting reasonably, considers these to be
             appropriate;
(g)   provide Eaton with drafts of any and all pleadings, affidavits, petitions and other filings prepared by Cooper for submission
      to the High Court in connection with the Scheme prior to their filing, and afford Eaton reasonable opportunities to review
      and make comments on all such documents and accommodate such comments to the extent it, acting reasonably, considers
      these to be appropriate (unless (i) Cooper has received a Cooper Alternative Proposal or an inquiry or proposal from a
      person who is considering making a Cooper Alternative Proposal or (ii) Cooper is considering making a Cooper Change of
      Recommendation);
(h)   as promptly as reasonably practicable make all reasonably necessary applications to the High Court in connection with the
      implementation of the Scheme (including issuing appropriate proceedings requesting the High Court to order that the Court
      Meeting be convened as promptly as reasonably practicable following the publication of the Rule 2.5 Announcement), and
      use all reasonable endeavours so as to ensure (insofar as reasonably possible) that the hearing of such proceedings occurs as
      promptly as reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of
      the High Court as it considers necessary or desirable in connection with such Court Meeting;
(i)   procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the
      Panel) and the forms of proxy for the use at the Court Meeting and the EGM (the form of which shall be agreed between the
      Parties) (a) to Cooper Shareholders on the register of members of Cooper on the record date as agreed with the High Court,
      as promptly as reasonably practicable after the approval of the High Court to despatch the documents being obtained, and
      (b) to the holders of the Cooper Options or Cooper Share Awards on such date, for information only, as promptly as
      reasonably practicable after the approval of the High Court to despatch the documents being obtained, and thereafter shall
      publish and/or post such other documents and information (the form of which shall be agreed between the Parties) as the
      High Court and/or the Panel may approve or direct from time to time in connection with the implementation of the Scheme
      in accordance with applicable Law as promptly as reasonably practicable after the approval of the High Court and/or the
      Panel to publish or post such documents being obtained;

                                                          19
      (j)   unless the Cooper Board has effected a Cooper Change of Recommendation pursuant to Clause 5.3, and subject to the
            obligations of the Board under the Takeover Rules, procure that the Scheme Document shall include the Scheme
            Recommendation;
      (k)   include in the Scheme Document, a notice convening the EGM to be held immediately following the Court Meeting to
            consider and, if thought fit, approve the EGM Resolutions;
      (l)   prior to the Court Meeting, keep Eaton reasonably informed in the two (2) weeks prior to the Court Meeting of the number
            of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the EGM, and in any event
            shall provide such number promptly upon the request of Eaton or its Representatives;
      (m)   notwithstanding any Cooper Change of Recommendation, unless this Agreement has been terminated pursuant to Clause 9,
            hold the Court Meeting and the EGM on the date set out in the Scheme Document, or such later date as may be agreed in
            writing between the Parties, and in such a manner as shall be approved, if necessary, by the High Court and/or the Panel and
            propose the Resolutions without any amendments, unless such amendments have been agreed to in writing with Eaton, such
            agreement not to be unreasonably withheld, conditioned or delayed;
      (n)   afford all such cooperation and assistance as may reasonably be requested of it by Eaton in respect of the preparation and
            verification of any document or in connection with any Clearance or confirmation required for the implementation of the
            Scheme including the provision to Eaton of such information and confirmation relating to it, its Subsidiaries and any of its
            or their respective directors or employees as Eaton may reasonably request (including for the purposes of preparing the Joint
            Proxy Statement or Form S-4) and to do so in a timely manner and assume responsibility only for the information relating to
            it contained in the Scheme Document or any other document sent to Cooper Shareholders or filed with the High Court or in
            any announcement;
      (o)   review and provide comments (if any) in a timely manner on all documentation submitted to it;
      (p)   following the Court Meeting and EGM, assuming the Resolutions are duly passed (including by the requisite majorities
            required under Section 201 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole
            discretion of the applicable Party, waived (where applicable (with the exception of Conditions 2(c) and 2(d)), take all
            necessary steps on the part of Cooper to prepare and issue, serve and lodge all such court documents as are required to seek
            the sanction of the High Court to the Scheme as soon as possible thereafter; and
      (q)   give such undertakings as are required by the High Court in connection with the Scheme as Cooper determines to be
            reasonable.
3.2   Responsibilities of Eaton and Holdco in Respect of the Scheme

                                                                20
      Eaton shall, and in the case of Clauses 3.2(a), 3.2(b), 3.2(d), 3.2(e), 3.2(f) and 3.2(g) Holdco shall:
      (a)    instruct counsel to appear on its behalf at the Court Hearing and undertake to the High Court to be bound by the terms of the
             Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to Eaton or Holdco;
      (b)    if, and to the extent that, it or any of its Associates owns or is interested in Cooper Shares, exercise all rights, and, insofar as
             lies within its powers, procure that each of its Associates shall exercise all rights, in respect of such Cooper Shares so as to
             implement, and otherwise support the implementation of, the Scheme, including by voting (and, in respect of interests in
             Cooper held via contracts for difference or other derivative instruments, procuring that instructions are given to the holder
             of the underlying Cooper Shares to vote) in favour of the Resolutions or, if required by Law, the High Court, the Takeover
             Rules or other rules, refraining from voting, at any Court Meeting and/or EGM as the case may be;
      (c)    procure that the other members of the Eaton Group and, insofar as lies within its power or procurement, their
             Representatives, take all such steps as are necessary or desirable in order to implement the Scheme;
      (d)    keep Cooper reasonably informed and consult with Cooper as to the performance of the obligations and responsibilities
             required of Eaton and Holdco pursuant to this Agreement and/or the Scheme and as to any material developments relevant
             to the proper implementation of the Scheme;
      (e)    afford all such cooperation and assistance as may reasonably be requested of it by Cooper in respect of the preparation and
             verification of any document or in connection with any Clearance or confirmation required for the implementation of the
             Scheme including the provision to Cooper of such information and confirmation relating to it, its Subsidiaries and any of its
             or their respective directors or employees as Cooper may reasonably request (including for the purposes of preparing the
             Joint Proxy Statement) and to do so in a timely manner and assume responsibility only for the information relating to it
             contained in the Scheme Document or any other document sent to Cooper Shareholders or filed with the High Court or in
             any announcement;
      (f)    review and provide comments (if any) in a timely manner on all documentation submitted to it; and
      (g)    as promptly as reasonably practicable, notify Cooper of any other matter of which it becomes aware which would
             reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or
             the Acquisition as the case may be.

3.3   Mutual Responsibilities of the Parties
      (a)    If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or
             the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, the Joint Proxy Statement
             or the Form S-4, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall
             cooperate with

                                                                    21
            each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High
            Court and, if required, in mailing such amendment or supplement to the Cooper Shareholders and, for information only, if
            required, to the holders of the Cooper Options or Cooper Share Awards; and
      (b)   Cooper, Eaton and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the
            proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with
            Completion.

3.4   Dealings with the Panel
      (a)   Each of the Parties will promptly provide such assistance and information as may reasonably be requested by the other Party
            for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the
            Acquisition and/or the Scheme.
      (b)   Save in each case where not reasonably practicable owing to time restraints, each of the Parties will give the other
            reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its
            Representatives with the Panel, or amendment to be proposed to the Scheme in connection therewith and afford the other
            reasonable opportunities to review and make comments and suggestions with respect to the same and accommodate such
            comments and suggestions to the extent that such Party, acting reasonably, considers these to be appropriate and keep the
            other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the
            Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the transactions
            contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel,
            gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and
            copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided always that
            any correspondence or other information required to be provided under this Clause 3.4(b) may be redacted:
            (i)     to remove references concerning the valuation of the businesses of Cooper;
            (ii)    as necessary to comply with contractual obligations; and
            (iii)    as necessary to address reasonable privilege or confidentiality concerns.
      (c)   Cooper undertakes, if so reasonably requested by Eaton, to issue as promptly as reasonably practicable its written consent to
            Eaton and to the Panel in respect of any application made by Eaton to the Panel:
            (i)     to redact any commercially sensitive or confidential information specific to Eaton’s financing arrangements for the
                    Acquisition (“ Eaton Financing Information ”) from any documents that Eaton is required to display pursuant to
                    Rule 26(b)(xi) of the Takeover Rules;

                                                                  22
             (ii)   for a derogation from the requirement under the Takeover Rules to disclose Eaton Financing Information in the
                    Scheme Document, any supplemental document or other document sent to Cooper Shareholders, the holders of the
                    Cooper Options or Cooper Share Awards pursuant to the Takeover Rules.
      (d)    Eaton undertakes, if so requested by Cooper, to issue as promptly as reasonably practicable its written consent to Cooper
             and to the Panel in respect of any application made by Cooper to the Panel to permit entering into and effecting (i) the
             retention arrangements contemplated by Clause 5.1(b)(iii) of the Cooper Disclosure Schedule and (ii) a transaction of the
             type described in Clause 5.3(g) of the Cooper Disclosure Schedule.
      (e)    Notwithstanding the foregoing provisions of this Clause 3.4, Cooper shall not be required to take any action pursuant to
             such provisions if (i) such action is prohibited by the Panel, (ii) Cooper has received a Cooper Alternative Proposal or an
             inquiry or proposal from a person who is considering making a Cooper Alternative Proposal or (iii) Cooper has made or is
             considering making a Cooper Change of Recommendation.
      (f)    Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

3.5   No Scheme Amendment by Cooper
      Save as required by Law, the High Court and/or the Panel, Cooper shall not:
      (a)    amend the Scheme;
      (b)    adjourn or postpone the Court Meeting or the EGM (provided, however, that Cooper may, without the consent of Eaton,
             adjourn or postpone the Court Meeting or EGM (i) in the case of adjournment, if requested by Cooper Shareholders to do
             so, (ii) to the extent reasonably necessary to ensure that any required supplement or amendment to the Joint Proxy
             Statement or Form S-4 is provided to the Cooper Shareholders or to permit dissemination of information which is material
             to shareholders voting at the Court Meeting or the EGM, but only for so long as the Cooper Board determines in good faith,
             after having consulted with outside counsel, that such action is reasonably necessary or advisable to give the Cooper
             Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated, or (iii) if as of the
             time the Court Meeting or EGM is scheduled (as set forth in the Joint Proxy Statement), there are insufficient Cooper Shares
             represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Court
             Meeting or the EGM, but only until a meeting can be held at which there are a sufficient number of Cooper Shares
             represented to constitute a quorum or (B) voting for the approval of the Court Resolutions or the EGM Resolutions, as
             applicable, but only until a meeting can be held at which there are a sufficient number of votes of holders of Cooper Shares
             to approve the Court Meeting Resolutions or the EGM Resolutions, as applicable; or
      (c)    amend the Resolutions (in each case, in the form set out in the Scheme Document);

                                                                 23
      after despatch of the Scheme Document without the consent of Eaton (such consent not to be unreasonably withheld, conditioned or
      delayed).

3.6   Switching to a Takeover Offer
      (a)    In the event (and only in the event) that Eaton reasonably considers (in its good faith discretion) that a competitive situation
             exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Eaton
             may elect (and with the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather
             than the Scheme), whether or not the Scheme Document has been posted, subject to the terms of this Clause 3.6.
      (b)    Save where there has been a Cooper Change of Recommendation, if Eaton elects to implement the Acquisition by way of
             the Takeover Offer, Cooper undertakes to provide Eaton as promptly as reasonably practicable with all such information
             about the Cooper Group (including directors and their connected persons) as may reasonably be required for inclusion in the
             Takeover Offer Document and to provide all such other assistance as may reasonably be required by the Takeover Rules in
             connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision
             of reasonable assistance by, its management and relevant professional advisers.
      (c)    If Eaton elects to implement the Acquisition by way of a Takeover Offer, Cooper agrees:
             (i)     that the Takeover Offer Document will contain provisions in accordance with the terms and conditions set out in the
                     Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any
                     modification thereto) between Eaton and Cooper; provided, however, that the terms and conditions of the Takeover
                     Offer shall be at least as favourable to the Cooper Shareholders (except for the 80 per cent acceptance condition
                     contemplated by Paragraph 9 of Annex I to the Rule 2.5 Announcement) and the holders of Cooper Options and
                     Cooper Share Awards and Cooper Employees as those which would apply in relation to the Scheme;
             (ii)    save where there has been a Cooper Change of Recommendation, to reasonably co-operate and consult with Eaton in
                     the preparation of the Takeover Offer Document or any other document or filing which is required for the purposes of
                     implementing the Acquisition;
             (iii)    that, subject to the obligations of the Cooper Board under the Takeover Rules, and unless the Cooper Board
                      determines in good faith after consultation with its outside legal counsel and its financial advisors that, to do
                      otherwise, would reasonably be expected to be inconsistent with the fiduciary duties of the directors of Cooper or the
                      Takeover Rules, with respect to the Takeover Offer shall incorporate a recommendation to the holders of the Cooper
                      Shares from the Cooper Board to accept the Takeover Offer, and such recommendation will not be withdrawn,
                      adversely modified or qualified except as contemplated by Clause 5.3.

                                                                  24
      (d)   Save where there has been a Cooper Change of Recommendation, if Eaton elects to implement the Acquisition by way of
            the Takeover Offer in accordance with Clause 3.6(a), the Parties mutually agree:
            (i)     to prepare and file with, or submit to, the SEC all documents, amendments and supplements required to be filed
                    therewith or submitted thereto pursuant to the Securities Act or the Exchange Act in connection with the Takeover
                    Offer, and each Party shall have reasonable opportunities to review and make comments on all such documents,
                    amendments and supplements and, following accommodation of such comments and approval of such documents,
                    amendments and supplements by the other Party, which shall not be unreasonably withheld, conditioned or delayed,
                    file or submit, as the case may be, such documents, amendments and supplements with or to the SEC;
            (ii)    to provide the other Party with any comments received from the SEC on any documents filed by it with the SEC
                    promptly after receipt thereof; and
            (iii)    to provide the other Party with reasonable prior notice of any proposed oral communication with the SEC and afford
                     the other Party reasonable opportunity to participate therein.
      (e)   If the Takeover Offer is consummated, Eaton shall cause Holdco to effect as promptly as reasonably practicable a
            compulsory acquisition of any Cooper Shares under section 204 of the Act not acquired in the Takeover Offer for the same
            consideration per share.
      (f)   For the avoidance of doubt, nothing in this Clause 3.6 shall require Cooper to provide Eaton with any information with
            respect to, or to otherwise take or fail to take any action in connection with Cooper’s consideration of or response to, any
            actual or potential Cooper Alternative Proposal.

3.7   Preparation of Joint Proxy Statement and Form S-4; Eaton Shareholders Meeting
      (a)   As promptly as reasonably practicable following the date hereof, each of the Parties shall cooperate in preparing and shall
            cause to be filed with the SEC (i) mutually acceptable proxy materials which shall constitute (A) the Scheme Document,
            which shall also constitute the proxy statement relating to the matters to be submitted to the Cooper Shareholders at the
            Court Meeting and the EGM and (B) the proxy statement relating to the matters to be submitted to the Eaton Shareholders at
            the Eaton Shareholders Meeting (such joint proxy statement, and any amendments or supplements thereto, the “ Joint
            Proxy Statement ”) and (ii) a registration statement on Form S-4 (of which the Joint Proxy Statement will form a part) with
            respect to the issuance of Holdco Shares in respect of the Scheme and Merger (the “ Form S-4 ”). Each of the Parties shall
            use all reasonable endeavours to have the Joint Proxy Statement cleared by the SEC and the Form S-4 to be declared
            effective by the SEC, to keep the Form S-4 effective as long as is necessary to consummate the Acquisition and the Merger,
            and to mail the Joint Proxy Statement to their respective shareholders as promptly as practicable after the Form S-4 is
            declared effective, to the extent required by applicable Law.

                                                                25
      Each of the Parties shall, as promptly as practicable after receipt thereof, provide the other with copies of any written
      comments and advise the other Party of any oral comments with respect to the Joint Proxy Statement or the Form S-4
      received from the SEC. Each Party shall cooperate and provide the other Party with a reasonable opportunity to review and
      comment on any amendment or supplement to the Joint Proxy Statement or the Form S-4 prior to filing such with the SEC,
      and each Party will provide the other Party with a copy of all such filings made with the SEC. Each Party shall use all
      reasonable endeavours to take any action required to be taken by it under any applicable state securities Laws in connection
      with the Acquisition or the Merger, and each Party shall furnish all information concerning it and the holders of its capital
      stock as may be reasonably requested in connection with any such action. Each Party will advise the other Party, promptly
      after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the
      suspension of the qualification of the Holdco Shares issuable in connection with the Acquisition and the Merger for offering
      or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4. If, at any
      time prior to the Effective Time, any information relating to any of the Parties, or their respective Affiliates, officers or
      directors, should be discovered by either Party, and such information should be set forth in an amendment or supplement to
      the Joint Proxy Statement or the Form S-4 so that such documents would not include any misstatement of a material fact or
      omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were
      made, not misleading, the Party that discovers such information shall promptly notify the other Party and, to the extent
      required by Law an appropriate amendment or supplement describing such information shall be promptly filed with the SEC
      and, to the extent required by Law, disseminated to the Cooper Shareholders and the Eaton Shareholders.
(b)   Eaton shall duly take all lawful action to call, give notice of, convene and hold a meeting of the Eaton Shareholders (the “
      Eaton Shareholders Meeting ”) as promptly as practicable following the date upon which the Form S-4 becomes effective
      for the purpose of obtaining the adoption of this Agreement by the holders of Eaton Shares as required by Article SIXTH of
      the Amended and Restated Articles of Incorporation of Eaton (the “ Eaton Shareholder Approval ”). Save as required by
      Law, Eaton shall not adjourn or postpone the Eaton Shareholders Meeting after filing of the Form S-4 without the consent
      of Cooper (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that Eaton may,
      without the consent of Cooper, adjourn or postpone the Eaton Shareholders Meeting (i) to the extent reasonably necessary to
      ensure that any required supplement or amendment to the Joint Proxy Statement or Form-S-4 is provided to the Eaton
      Shareholders or to permit dissemination of information which is material to shareholders voting at the Eaton Shareholder
      Meeting, but only for so long as the Eaton Board determines in good faith, after having consulted with outside counsel, that
      such action is reasonably necessary or advisable to give the Eaton Shareholders sufficient time to evaluate any such
      disclosure or information so provided or disseminated, or (ii) if as of the time the Eaton Shareholders Meeting is scheduled
      (as set forth in the Joint Proxy Statement), there are insufficient Eaton Shares represented (either in person or by proxy)
      (A) to constitute a quorum necessary to conduct the business of

                                                          26
                  the Eaton Shareholders Meeting, but only until a meeting can be held at which there are a sufficient number of Eaton Shares
                  represented to constitute a quorum or (B) voting for the Eaton Shareholder Approval, but only until a meeting can be held at
                  which there are a sufficient number of votes of holders of Eaton Shares to obtain the Eaton Shareholder Approval. Subject to
                  Clause 5.4, Eaton shall (i) use all reasonable endeavours to obtain from the Eaton Shareholders the Eaton Shareholder
                  Approval and (ii) through the Eaton Board, make the Eaton Recommendation to the Eaton Shareholders and include the
                  Eaton Recommendation in the Joint Proxy Statement. Unless this Agreement has been terminated in accordance with Clause
                  9, this Agreement shall be submitted to the Eaton Shareholders at the Eaton Shareholders Meeting for the purpose of
                  obtaining the Eaton Shareholder Approval, and nothing contained herein shall be deemed to relieve Eaton of such
                  obligation.
           (c)    Eaton shall, prior to the Eaton Shareholders Meeting, keep Cooper reasonably informed in the two (2) weeks prior to the
                  Eaton Shareholders Meeting of the number of proxy votes received in respect of matters to be acted upon at the Eaton
                  Shareholders Meeting, and in any event shall provide such number promptly upon the request of Cooper or its
                  Representatives.
           (d)    Each of the Parties shall use all reasonable endeavours to cause the Eaton Shareholders Meeting, the Court Meeting and the
                  EGM to be held on the same date.

4.   EQUITY AWARDS
     4.1   Cooper Options Granted under the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan
           In accordance with the terms of the Cooper Industries plc 2011 Omnibus Incentive Compensation Plan, each Cooper Option granted
           under such plan that is outstanding immediately prior to the Effective Time shall, whether or not then exercisable and vested,
           become fully exercisable and vested immediately prior to the Effective Time and shall, by virtue of the occurrence of the Effective
           Time and pursuant to the Scheme and without any action on the part of the holder of such Cooper Option, be cancelled and
           converted into the right to receive from Holdco the Scheme Consideration for each Net Cooper Share subject to such Cooper
           Option, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date. The Applicable Withholding
           Amount covered under this Clause 4.1 shall first be applied to reduce the aggregate Cash Consideration payable in respect of the
           cancellation of such holder’s Cooper Option and, to the extent such Applicable Withholding Amount exceeds the aggregate Cash
           Consideration payable in respect of the cancellation of such holder’s Cooper Option, the excess of such Applicable Withholding
           Amount over the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Cooper Option shall be
           applied to reduce the aggregate Share Consideration payable in respect of the cancellation of such holder’s Cooper Option (based
           on the Eaton Closing Price).
     4.2   Cooper Options Granted under the Cooper Industries plc Amended and Restated Stock Incentive Plan and the Amended
           and Restated Cooper Industries plc Directors’ Stock Plan
           In accordance with the terms of the applicable plan governing such Cooper Option, each Cooper Option granted under the Cooper
           Industries plc Amended and Restated

                                                                     27
      Stock Incentive Plan and the Amended and Restated Cooper Industries plc Directors’ Stock Plan that is outstanding immediately
      before the Effective Time shall, whether or not then exercisable and vested, become fully exercisable and vested immediately prior
      to the Effective Time and shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any
      action on the part of the holder of such Cooper Option, be cancelled and converted into the right to receive an amount in cash equal
      to the product of (a) the total number of Cooper Shares subject to such Cooper Option multiplied by (b) the excess, if any, of the
      Cash Out Amount over the exercise price per Cooper Share subject to such Cooper Option. Holdco shall pay to the holders of
      Cooper Options covered by this Clause 4.2, with respect to each Cooper Option covered by this Clause 4.2, the cash amount
      described in the immediately preceding sentence, less the Applicable Withholding Amount, within 7 calendar days following the
      Effective Date.
4.3   Cooper Share Awards Granted under the Cooper Employee Share Plans, other than Cooper Share Awards included in
      Deferral Accounts
      In accordance with the terms of the applicable plan governing such Cooper Share Award, each Cooper Share Award granted under
      the Cooper Employee Share Plans, other than any Cooper Share Award included in Deferral Accounts, that is outstanding
      immediately prior to the Effective Time shall, whether or not then vested, become fully vested immediately prior to the Effective
      Time and shall, by virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of
      the holder of such Cooper Share Award, be cancelled and converted into the right to receive from Holdco, for each Cooper Share
      subject to such Cooper Share Award, the Scheme Consideration, less the Applicable Withholding Amount, within 7 calendar days
      following the Effective Date.
      For any performance-based Cooper Share Award covered by this Clause 4.3, the number of Cooper Shares subject to such Cooper
      Share Award shall equal:
      (a)    with respect to any such Cooper Share Award granted under the Cooper Industries plc 2011 Omnibus Incentive
             Compensation Plan, the greater of (i) the target number of Cooper Shares subject to such Cooper Share Award, and (ii) the
             number of Cooper Shares that would be earned with respect to such Cooper Share Award based on Cooper’s actual
             performance immediately prior to the Effective Time (extrapolated through the end of the performance period); and
      (b)    with respect to any such Cooper Share Award granted under the Cooper Industries plc Amended and Restated Stock
             Incentive Plan, the target number of Cooper Shares subject to such Cooper Share Award.
      The Applicable Withholding Amount covered under this Clause 4.3 shall first be applied to reduce the aggregate Cash
      Consideration payable in respect of the cancellation of a holder’s Cooper Share Award and, to the extent such Applicable
      Withholding Amount exceeds the aggregate Cash Consideration payable in respect of the cancellation of such holder’s Cooper
      Share Award, the excess of such Applicable Withholding Amount over the aggregate Cash Consideration payable in respect of the
      cancellation of such holder’s Cooper Share Award shall be applied to reduce the aggregate Share Consideration payable in respect
      of the cancellation of such holder’s Cooper Share Award (based on the Eaton Closing Price).

                                                                 28
4.4   Cooper Share Awards Granted under the Cooper Director Share Plans or included in Deferral Accounts
      In accordance with the terms of the applicable plan governing such Cooper Share Award, each Cooper Share Award (a) granted
      under the Cooper Director Share Plans or (b) included in a Deferral Account, in each case, that is outstanding immediately prior to
      the Effective Time shall, whether or not then vested, become fully vested immediately prior to the Effective Time and shall, by
      virtue of the occurrence of the Effective Time and pursuant to the Scheme and without any action on the part of the holder of such
      Cooper Share Award, be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total
      number of Cooper Shares subject to such Cooper Share Award multiplied by (ii) the Cash Out Amount. Holdco shall pay to the
      holders of Cooper Share Awards covered by this Clause 4.4, with respect to each Cooper Share Award covered by this Clause 4.4,
      the cash amount described in the immediately preceding sentence, less the Applicable Withholding Amount, within 7 calendar days
      following the Effective Date.
4.5   Dividend Equivalents in Respect of Cooper Share Awards
      Where holders of Cooper Share Awards are entitled to dividend equivalents under the Cooper Share Plans or any applicable award
      agreement, Holdco shall pay to such holders of Cooper Share Awards all dividend equivalents corresponding to such Cooper Share
      Awards, less the Applicable Withholding Amount, within 7 calendar days following the Effective Date. Such payments will be
      made (a) in cash, with respect to dividend equivalents denominated in cash and (b) in the form of consideration (cash or Scheme
      Consideration) which mirrors the treatment of Cooper Share Awards under the applicable plan pursuant to which such dividend
      equivalents were issued as set forth in Clauses 4.1-4.4 hereof, with respect to dividend equivalents denominated in Cooper Shares.
4.6   Assumption of Eaton Share Plans
      (a)    As of the Effective Time, Holdco will assume all Eaton Share Plans and the awards granted thereunder and will be able to
             grant stock awards, to the extent permissible by applicable Laws and NYSE regulations, under the terms of the Eaton Share
             Plans covering the reserved but unissued Eaton Shares, except that (i) Eaton Shares covered by such awards will be Holdco
             Shares and (ii) all references to a number of Eaton Shares will be changed to references to Holdco Shares.
      (b)    As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the
             Eaton Board (or, if appropriate, any committee administering Eaton’s stock-based incentive plans) and Holdco shall adopt
             such resolutions and take such other actions as may be reasonably required to effectuate the foregoing provisions of this
             Clause 4.6 subject to any adjustments that may be required by Irish law or by virtue of the fact that Holdco will be an Irish
             public limited company.
4.7   Reasonable Endeavours
      Each of the Parties shall use reasonable endeavours to take any actions reasonably necessary to effectuate the transactions
      contemplated by this Clause 4, including, without limitation, having the applicable board or committee administering the plans
      governing the affected awards, adopt resolutions necessary to effect the foregoing.

                                                                 29
     4.8   Amendment of Articles
           Cooper shall procure that a special resolution be put before the Cooper Shareholders at the EGM proposing that the Articles of
           Association of Cooper be amended so that any Cooper Shares allotted following the EGM will either be subject to the terms of the
           Scheme or acquired by Holdco for the same consideration per Cooper Share as shall be payable to Cooper Shareholders under the
           Scheme (depending upon the timing of such allotment); provided, however that nothing in such amendment to the Articles of
           Association shall prohibit the sale (whether on a stock exchange or otherwise) of any Cooper Shares issued on the exercise of
           Cooper Options or vesting or settlement of Cooper Share Awards, as applicable, following the EGM but prior to the sanction of the
           Scheme by the High Court, it being always acknowledged that each and every Cooper Share will be bound by the terms of the
           Scheme.
     4.9   Fractional Entitlements
           Notwithstanding anything to the contrary contained in this Clause 4, no Fractional Entitlements shall be issued by Holdco under
           Clause 4.1 or Clause 4.3, and all Fractional Entitlements shall be aggregated and sold in the market with the net proceeds of any
           such sale distributed pro-rata to the holders of Cooper Share Awards.

5.   COOPER AND EATON CONDUCT
     5.1   Conduct of Business by Cooper
           (a)    At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this
                  Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted
                  elsewhere in this Agreement, or as set forth in Clause 5.1 of the Cooper Disclosure Schedule, or with the prior written
                  consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed), Cooper shall, and shall cause each
                  of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects;
                  provided , however , that no action by Cooper or its Subsidiaries with respect to matters specifically addressed by any
                  provision of Clause 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such
                  relevant provision of Clause 5.1(b).
           (b)    At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which the
                  Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted
                  elsewhere in this Agreement, or as set forth in Clause 5.1 of the Cooper Disclosure Schedule, or with the prior written
                  consent of Eaton (such consent not to be unreasonably withheld, conditioned or delayed), Cooper:
                  (i)   shall not, and shall not permit any of its Subsidiaries that is not wholly owned to, authorise or pay any dividends on or
                        make any distribution with respect to the outstanding shares in its capital (whether in cash, assets, shares or other
                        securities of Cooper or its Subsidiaries), except (A) dividends and distributions paid or made on a pro rata basis by
                        Subsidiaries in the ordinary course consistent with past practice and (B) that, subject to Clause 7.9, Cooper may
                        continue to pay regular quarterly cash dividends on Cooper Shares of

                                                                       30
        not more than $0.31 per share per quarter, consistent with past practice as to timing of declaration, record date and
        payment date;
(ii)    shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its shares of capital in
        issue, or issue or authorise the issuance of any other securities in respect of, in lieu of or in substitution for, shares in
        its capital, except (unless such transaction would be reasonably expected to have material adverse tax consequences
        with respect to the transactions contemplated by this Agreement) for any such transaction by a wholly owned
        Subsidiary of Cooper which remains a wholly owned Subsidiary after consummation of such transaction;
(iii)    shall not, and shall not permit any of its Subsidiaries to (A) grant any Cooper Options, Cooper Share Awards or any
         other equity-based awards, (B) increase the compensation or other benefits payable or provided to Cooper’s current
         or former directors, corporate officers, executive officers or Cooper MCA Employees, (C) increase the compensation
         or other benefits payable or provided to Cooper’s employees who are not current or former directors, corporate
         officers, executive officers or Cooper MCA Employees, other than in the ordinary course of business and consistent
         with past practices, (D) enter into any employment, change of control, severance or retention agreement with any
         employee of Cooper (except (1) to the extent necessary to replace a departing employee who was party to such an
         agreement, in which case, any such new agreement shall not provide for compensation or benefits materially in
         excess of the compensation or benefits payable to such departing employee at the time of his or her termination,
         (2) for employment agreements terminable on less than 30 days’ notice without penalty or liability, or (3) for
         severance agreements that provide severance benefits that are not in excess of those benefits provided under
         Cooper’s severance plan, as in effect on the date hereof, entered into with employees in the ordinary course of
         business and consistent with past practices in connection with terminations of employment), (E) terminate the
         employment of any corporate officers, executive officers or Cooper MCA Employees other than for cause, (F) amend
         any performance targets with respect to any outstanding bonus or equity awards, (G) increase the funding obligation
         or contribution rate of any Cooper Benefit Plan subject to Title IV of ERISA other than in the ordinary course of
         business and consistent with past practices, or (H) establish, adopt, enter into, amend or terminate any Cooper
         Benefit Plan or any other plan, trust, fund, policy or arrangement for the benefit of any current or former directors,
         officers or employees or any of their beneficiaries, except, in the case of each of sub-clauses (A) through (H) of this
         Clause 5.1(b)(iii), as otherwise permitted pursuant to this Clause 5.1(b)(iii) or as required by existing written
         agreements or Cooper Benefit Plans in effect as of the date of this Agreement or as otherwise required by applicable
         Law;
(iv) shall not, and shall not permit any of its Subsidiaries to, make any change in financial accounting policies or
     procedures or any of its methods of reporting income, deductions or other material items for financial accounting
     purposes that would materially affect the

                                                         31
         consolidated assets, liabilities or results of operations of the Company, except as required by US GAAP, applicable
         Law or SEC policy;
(v)      shall not, and shall not permit any of its Subsidiaries to, authorise or announce an intention to authorise, or enter into
         agreements with respect to, any acquisitions of an equity interest in or a substantial portion of the assets of any person
         or any business or division thereof, or any mergers, consolidations or business combinations, except in respect of any
         mergers, consolidations or business combinations among Cooper and its wholly owned Subsidiaries or among
         Cooper’s wholly owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse
         tax consequences with respect to the transactions contemplated by this Agreement), or pursuant to existing contracts
         set forth in Clause 5.1(b)(v) of the Cooper Disclosure Schedule;
(vi) shall not amend the Cooper Memorandum and Articles of Association, and shall not permit any of its Subsidiaries to
     adopt any material amendments to its Organisational Documents;
(vii)     shall not, and shall not permit any of its Subsidiaries to, issue, deliver, grant, sell, pledge, dispose of or encumber, or
          authorise the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in its capital, voting
          securities or other equity interest in Cooper or any Subsidiaries or any securities convertible into or exchangeable for
          any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in
          its capital, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation
          rights or stock based performance units or take any action to cause to be exercisable any otherwise unexercisable
          Cooper Option under any existing Cooper Share Plan (except as otherwise provided by the express terms of any
          options outstanding on the date hereof), other than (A) issuances of Cooper Shares in respect of any exercise of
          Cooper Options or the vesting or settlement of Cooper Share Awards outstanding on the date hereof, (B) withholding
          of Cooper Shares to satisfy Tax obligations pertaining to the exercise of Cooper Options or the vesting or settlement
          of Cooper Share Awards or to satisfy the exercise price with respect to Cooper Options or to effectuate an optionee
          direction upon exercise, (C) issuances of Cooper Shares pursuant to Cooper’s dividend reinvestment plan and
          (D) transactions among Cooper and its wholly owned Subsidiaries or among Cooper’s wholly owned Subsidiaries
          (unless such transaction would be reasonably expected to have material adverse tax consequences with respect to the
          transactions contemplated by this Agreement);
(viii)     shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise
           acquire any shares in its capital or any rights, warrants or options to acquire any such shares in its capital, except for
           (A) acquisitions of Cooper Shares tendered by holders of Cooper Options and Cooper Share Awards in order to
           satisfy obligations to pay the exercise price and/or Tax withholding obligations with respect thereto and
           (B) transactions among Cooper

                                                        32
      and its wholly owned Subsidiaries or among Cooper’s wholly owned Subsidiaries (unless such transaction would be
      reasonably expected to have material adverse tax consequences with respect to the transactions contemplated by this
      Agreement);
(ix) shall not, and shall not permit any of its Subsidiaries to, redeem, repurchase, prepay (other than prepayments of
     revolving loans), defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material
     respects the terms of any indebtedness for borrowed money or issue or sell any debt securities or calls, options,
     warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for (A) any
     indebtedness for borrowed money among Cooper and its wholly owned Subsidiaries or among Cooper’s wholly
     owned Subsidiaries (unless such transaction would be reasonably expected to have material adverse tax consequences
     with respect to the transactions contemplated by this Agreement), (B) indebtedness for borrowed money incurred to
     replace, renew, extend, refinance or refund any existing indebtedness for borrowed money of Cooper or any of its
     Subsidiaries, (C) guarantees by Cooper of indebtedness for borrowed money of Subsidiaries of Cooper or guarantees
     by Cooper’s Subsidiaries of indebtedness for borrowed money of Cooper or any Subsidiary of Cooper, which
     indebtedness is incurred in compliance with this Clause 5.1(b)(ix), (D) indebtedness for borrowed money incurred
     pursuant to agreements entered into by Cooper or its Subsidiaries in effect prior to the execution of this Agreement
     and set forth in Clause 5.1(b)(ix) of the Cooper Disclosure Schedule, (E) transactions at the stated maturity of such
     indebtedness and required amortization or mandatory prepayments and (F) indebtedness for borrowed money not to
     exceed $50.0 million in aggregate principal amount outstanding at any time incurred by Cooper or any of its
     Subsidiaries other than in accordance with sub-clauses (A) - (D), inclusive; provided that nothing contained herein
     shall prohibit Cooper and its Subsidiaries from making guarantees or obtaining letters of credit or surety bonds for the
     benefit of commercial counterparties in the ordinary course of business consistent with past practice;
(x)   shall not, and shall not permit any of its Subsidiaries to, make any loans to any other person involving in excess of
      $5.0 million individually or $10.0 million in the aggregate, except (unless such transaction would be reasonably
      expected to have material adverse tax consequences with respect to the transactions contemplated by this Agreement)
      for loans among Cooper and its wholly owned Subsidiaries or among Cooper’s wholly owned Subsidiaries;
(xi) shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, transfer, exchange, swap or otherwise
     dispose of, or subject to any Lien (other than Cooper Permitted Liens), any of its material properties or assets
     (including shares in the capital of its or their Subsidiaries), except (A) pursuant to existing agreements in effect prior
     to the execution of this Agreement, (B) in the case of Liens, as required in connection with any indebtedness permitted
     to be incurred pursuant to sub-clause (ix) hereof, (C) sales of inventory in

                                                    33
         the ordinary course of business, (D) for transactions involving less than $10.0 million individually and $50.0 million
         in the aggregate or (E) (unless such transaction would be reasonably expected to have material adverse tax
         consequences with respect to the transactions contemplated by this Agreement) for transactions among Cooper and
         its wholly owned Subsidiaries or among Cooper’s wholly owned Subsidiaries;
(xii)    shall not, and shall not permit any of its Subsidiaries to, compromise or settle any material claim, litigation,
         investigation or proceeding, in each case made or pending against Cooper or any of its Subsidiaries (for the
         avoidance of doubt, not including any compromise or settlement with respect to matters in which any of them is a
         plaintiff), or any of their officers and directors in their capacities as such, other than (A) the compromise or
         settlement of claims, litigation, investigations or proceedings of the type described in Clause 5.1(b)(xii)(A) of the
         Cooper Disclosure Schedule (the “ Clause 5.1(b)(xii)(A) Claims ”), as set forth in Clause 5.1(b)(xii)(A) of the
         Cooper Disclosure Schedule and (B) in the case of any other such claims, litigations, investigations or proceedings
         that are not Clause 5.1(b)(xii)(A) Claims, any such compromise or settlement that (x) is for an amount not to exceed,
         for any such compromise or settlement individually or in the aggregate, the applicable amounts set forth on Clause
         5.1(b)(xii)(B) of the Cooper Disclosure Schedule and (y) does not impose any material injunctive relief on Cooper
         and its Subsidiaries, or otherwise as required by applicable Law or any judgment by a court of competent
         jurisdiction;
(xiii)    shall not, and shall not permit any of its Subsidiaries to, make or change any material Tax election, change any
          method of Tax accounting, file any amended Tax Return, settle or compromise any audit or proceeding relating to a
          material amount of Taxes, agree to an extension or waiver of the statute of limitations with respect to a material
          amount of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a
          material amount of Tax refund;
(xiv)    shall not, and shall not permit any of its Subsidiaries to, make any new capital expenditure or expenditures, or
         commit to do so, in excess of the amounts set forth in Clause 5.1(b)(xiv) of the Cooper Disclosure Schedule;
(xv)     except in the ordinary course of business consistent with past practice, shall not, and shall not permit any of its
         Subsidiaries to, enter into any contract that would, if entered into prior to the date hereof, be a Cooper Material
         Contract, or materially modify, materially amend or terminate any Cooper Material Contract or waive, release or
         assign any material rights or claims thereunder, which if so entered into, modified, amended, terminated, waived,
         released or assigned, in each case as applicable, would reasonably be expected to impair in any material respect the
         ability of Cooper and its Subsidiaries, taken as a whole, to conduct their business as currently conducted;

                                                      34
            (xvi)     shall not, and shall not permit any of its Subsidiaries to, alter any intercompany arrangements or agreements or the
                      ownership structure among Cooper and its wholly owned Subsidiaries or among Cooper’s wholly owned
                      Subsidiaries if such alterations, individually or in the aggregate, would reasonably be expected to have material tax
                      consequences to Cooper or any of its Subsidiaries; and
            (xvii)     shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing
                       actions.

5.2   Conduct of Business by Eaton
      (a)   At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this
            Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted
            elsewhere in this Agreement, or as set forth in Clause 5.2 of the Eaton Disclosure Schedule, or with the prior written
            consent of Cooper (such consent not to be unreasonably withheld, conditioned or delayed), Eaton shall, and shall cause each
            of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects;
            provided , however , that no action by Eaton or its Subsidiaries with respect to matters specifically addressed by any
            provision of Clause 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such
            relevant provision of Clause 5.2(b).
      (b)   At all times from the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which the
            Agreement is terminated pursuant to Clause 9, except as may be required by Law, or as expressly contemplated or permitted
            elsewhere in this Agreement, or as set forth in Clause 5.2 of the Eaton Disclosure Schedule, or with the prior written
            consent of Cooper (such consent not to be unreasonably withheld, conditioned or delayed), Eaton:
            (i)      shall not, and shall not permit any of its Subsidiaries that is not wholly owned to, authorise or pay any dividends on or
                     make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other
                     securities of Eaton or its Subsidiaries), except (A) dividends and distributions paid or made on a pro rata basis by
                     Subsidiaries in the ordinary course consistent with past practice and (B) that, subject to Clause 7.9, Eaton may
                     continue to pay regular quarterly cash dividends on Eaton Shares of not more than $0.38 per share per quarter,
                     consistent with past practice as to timing of declaration, record date and payment date;
            (ii)     shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock, or issue or
                     authorise the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock,
                     except (unless such transaction would be reasonably expected to have material adverse tax consequences with respect
                     to the transactions contemplated by this Agreement) for any such transaction by a wholly owned Subsidiary of Eaton
                     which remains a wholly owned Subsidiary after consummation of such transaction;

                                                                     35
(iii)    shall not, and shall not permit any of its Subsidiaries to, authorise or announce an intention to authorise, or enter into
         agreements with respect to, any acquisitions of an equity interest in or a substantial portion of the assets of any
         person or any business or division thereof, or any mergers, consolidations or business combinations or any
         acquisitions of equity or assets, mergers, consolidations or business combinations that would reasonably be expected
         to make it more difficult to obtain any Clearance required to satisfy a Condition or that would reasonably be
         expected to prevent or materially delay or impede the consummation of the transactions contemplated by this
         Agreement (including the Acquisition);
(iv) shall not amend the Eaton Articles of Incorporation, the Eaton Regulations or the Holdco Memorandum and Articles
     of Association, and shall not permit any of the other Eaton Merger Parties to amend any of the Other Eaton Merger
     Party Organisational Documents, in each case in any manner that would adversely affect the consummation of the
     transactions contemplated by this Agreement, and shall not permit any of its Subsidiaries to adopt any material
     amendments to its Organisational Documents;
(v)     shall not, and shall not permit any of its Subsidiaries to, issue, deliver, grant, sell, pledge, dispose of or encumber, or
        authorise the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares of its capital stock,
        voting securities or other equity interest in Eaton or any Subsidiaries or any securities convertible into or exchangeable
        for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares of
        capital stock, voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation
        rights or stock based performance units or take any action to cause to be exercisable any otherwise unexercisable
        Eaton Share Option under any existing Eaton Share Plan (except as otherwise provided by the express terms of any
        options outstanding on the date hereof), other than (A) issuances of Eaton Shares in respect of any exercise of Eaton
        Share Options or the vesting or settlement of Eaton Share Awards outstanding on the date hereof or as may be granted
        after the date hereof in accordance with this Clause 5.2(b), (B) grants of Eaton Share Options and Eaton Share Awards
        in the ordinary course of business consistent with past practice, (C) withholding of Eaton Shares to satisfy Tax
        obligations pertaining to the exercise of Eaton Share Options or the vesting or settlement of Eaton Share Awards or to
        satisfy the exercise price with respect to Eaton Share Options or to effectuate an optionee direction upon exercise;
        (D) issuances of Eaton Shares pursuant to Eaton’s dividend reinvestment plan; (E) issuances, market sales or
        purchases, or distributions of Eaton Shares pursuant to the terms of the Eaton Savings Plan; and (F) transactions
        among Eaton and its wholly owned Subsidiaries or among Eaton’s wholly owned Subsidiaries (unless such transaction
        would be reasonably expected to have material adverse tax consequences with respect to the transactions contemplated
        by this Agreement); and
(vi) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing
     actions.

                                                       36
5.3   Non-Solicitation
      (a)   Subject to any actions which Cooper is required to take so as to comply with the requirements of the Takeover Rules,
            Cooper agrees that neither it nor any Subsidiary of Cooper shall, and that it shall use all reasonable endeavours to cause its
            and their respective Representatives and any person Acting in Concert with Cooper not to, directly or indirectly: (i) solicit,
            initiate or knowingly encourage any enquiry with respect to, or the making or submission of, any Cooper Alternative
            Proposal, (ii) participate in any discussions or negotiations regarding a Cooper Alternative Proposal with, or furnish any
            nonpublic information regarding a Cooper Alternative Proposal to, any person that has made or, to Cooper’s knowledge, is
            considering making a Cooper Alternative Proposal, except to notify such person as to the existence of the provisions of this
            Clause 5.3, or (iii) waive, terminate, modify or fail to use reasonable endeavours to enforce any provision of any “standstill”
            or similar obligation of any person with respect to Cooper or any of its Subsidiaries or, except as otherwise provided in this
            Agreement, amend or terminate the Cooper Rights Agreement or redeem the rights of Cooper Shareholders thereunder so as
            to facilitate the making of a Cooper Alternative Proposal ( provided that Cooper shall not be required to take, or be
            prohibited from taking, any action otherwise prohibited or required by this subclause (iii) if the Cooper Board determines in
            good faith (after consultation with Cooper’s legal advisors) that such action or inaction would be reasonably likely to be
            inconsistent with the directors’ fiduciary duties under applicable Law). Cooper shall, and shall cause its Subsidiaries and its
            and their respective Representatives to, immediately cease and cause to be terminated all existing discussions or
            negotiations with any person conducted heretofore with respect to any Cooper Alternative Proposal, or any enquiry or
            proposal that may reasonably be expected to lead to a Cooper Alternative Proposal, request the prompt return or destruction
            of all confidential information previously furnished in connection therewith and immediately terminate all physical and
            electronic dataroom access previously granted to any such person or its Representatives.
      (b)   Notwithstanding the limitations set forth in Clause 5.3(a), if Cooper receives a bona fide written Cooper Alternative
            Proposal or enquiry or proposal from a person who is intending on making a Cooper Alternative Proposal and the Cooper
            Board determines in good faith (after consultation with Cooper’s financial advisors and legal counsel) that the failure to take
            the actions described in clauses (x) and (y) below would be reasonably likely to be inconsistent with the directors’ fiduciary
            duties under applicable Law, and which Cooper Alternative Proposal, enquiry or proposal was made after the date of this
            Agreement and did not otherwise result from a knowing or intentional breach of this Clause 5.3, Cooper may take any or all
            of the following actions: (x) furnish nonpublic information to the third party (and any persons working in concert with such
            third party and to their respective potential financing sources and Representatives) making or intending to make such
            Cooper Alternative Proposal ( provided that all such information has previously been provided to Eaton or is provided to
            Eaton substantially concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such
            information, Cooper receives from the third party an executed confidentiality agreement on terms not less restrictive of such
            person, with respect to confidentiality, than the Confidentiality Agreement

                                                                37
      and (y) engage in discussions or negotiations with the third party (and such other persons) with respect to such Cooper
      Alternative Proposal. Cooper will promptly (and in any event within 48 hours of receipt) notify Eaton orally and in writing
      of the receipt of any Cooper Alternative Proposal or any communication or proposal that may reasonably be expected to
      lead to a Cooper Alternative Proposal and shall, in the case of any such notice to Eaton as to receipt of a Cooper Alternative
      Proposal, indicate the material terms and conditions of such Cooper Alternative Proposal (including any changes to such
      material terms and conditions) and the identity of the person making any such Cooper Alternative Proposal and thereafter
      shall promptly keep Eaton reasonably informed on a reasonably current basis of any material change to the terms and status
      of any such Cooper Alternative Proposal. Cooper shall provide to Eaton as soon as reasonably practicable after receipt or
      delivery thereof (and in any event within 48 hours of receipt or delivery) copies of all written correspondence and other
      written material exchanged between Cooper or any of its Subsidiaries and the person making a Cooper Alternative Proposal
      (or such person’s Representatives) that describes any of the material terms or conditions of such Cooper Alternative
      Proposal, including draft agreements or term sheets submitted in connection therewith. Cooper shall not, and shall cause its
      Subsidiaries not to, enter into any confidentiality agreement with any person subsequent to the date of this Agreement that
      prohibits Cooper from providing such information to Eaton.
(c)   Except as set forth in Clauses 5.3(d), (e) and (f) below, neither the Cooper Board nor any committee thereof shall
      (i) (A) withdraw (or modify in any manner adverse to Eaton), or propose publicly to withdraw (or modify in any manner
      adverse to Eaton), the Scheme Recommendation or (B) approve, recommend or declare advisable, or propose publicly to
      approve, recommend or declare advisable, any Cooper Alternative Proposal (any action in this subclause (i) being referred
      to as a “ Cooper Change of Recommendation ”) (it being agreed that (x) no “stop, look and listen” communication
      pursuant to Rule 14d-9(f) of the Exchange Act in and of itself shall constitute a Cooper Change of Recommendation and
      (y) for the avoidance of doubt, the provision by Cooper to Eaton of notice or information in connection with a Cooper
      Alternative Proposal or Cooper Superior Proposal as required or expressly permitted by this Agreement shall not, in and of
      itself, constitute a Cooper Change of Recommendation) or (ii) cause or allow Cooper or any of its Subsidiaries to execute or
      enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition
      agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance
      agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected
      to lead to, any Cooper Alternative Proposal, or requiring, or reasonably expected to cause, Cooper to abandon, terminate,
      delay or fail to consummate the Acquisition (other than as contemplated by Clause 5.3(i)(i) and other than a confidentiality
      agreement referred to in Clause 5.3(b)).
(d)   Nothing in this Agreement shall prohibit or restrict the Cooper Board, at any time prior to obtaining the Cooper Shareholder
      Approval, from making a Cooper Change of Recommendation if the Cooper Board has concluded in good faith (after
      consultation with Cooper’s outside legal counsel and financial advisors) (i) that a Cooper Alternative Proposal constitutes a
      Cooper

                                                          38
      Superior Proposal and (ii) that the failure to make a Cooper Change of Recommendation would be reasonably likely to be
      inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that Cooper shall have provided
      prior written notice to Eaton, at least 24 hours in advance, of the Cooper Board’s intention to make such Cooper Change of
      Recommendation.
(e)   Nothing in this Agreement shall prohibit or restrict the Cooper Board, in response to an Intervening Event, from making a
      Cooper Change of Recommendation at any time prior to obtaining the Cooper Shareholder Approval if the failure to take
      such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Notwithstanding any Cooper
      Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 9, Cooper shall hold the
      Court Meeting and the EGM in accordance with Clause 3.1 for purposes of obtaining the approval of the Resolutions by the
      requisite majorities of Cooper Shareholders, and nothing contained herein shall be deemed to relieve Cooper of such
      obligation.
(f)   Nothing contained in this Agreement shall prohibit or restrict Cooper or the Cooper Board from (i) taking and disclosing to
      the Cooper Shareholders a position or making a statement contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of
      Regulation M-A promulgated under the Exchange Act, or other applicable Law, or (ii) making any disclosure to the Cooper
      Shareholders if, in the good faith judgment of the Cooper Board (after consultation with Cooper’s outside legal advisors),
      failure to so disclose and/or take would be reasonably likely to give rise to a violation of applicable Law; provided, however
      , that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act that
      relates to the approval, recommendation or declaration of advisability by the Cooper Board with respect to this Agreement
      or a Cooper Alternative Proposal shall be deemed to be a Cooper Change of Recommendation unless Cooper in connection
      with such disclosure publicly states that the Cooper Board expressly rejects the applicable Cooper Alternative Proposal,
      expressly states that its recommendation with respect to this Agreement has not changed or refers to the prior
      recommendation of the Cooper Board, without disclosing any Change in Recommendation.
(g)   As used in this Agreement, “ Cooper Alternative Proposal ” shall mean any bona fide proposal or bona fide offer made by
      any person (other than a proposal or offer by Eaton or any of its Associates or any person Acting in Concert with Eaton
      pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of Cooper by scheme of arrangement, takeover offer or
      business combination transaction; (ii) the acquisition by any person of 25% or more of the assets of Cooper and its
      Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of Cooper’s
      Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person) of 25% or more of the outstanding
      Cooper Shares; or (iv) any merger, business combination, consolidation, share exchange, recapitalisation or similar
      transaction involving Cooper as a result of which the holders of Cooper Shares immediately prior to such transaction do not,
      in the aggregate, own at least 75% of the outstanding voting power of the surviving or resulting entity in such transaction
      immediately after

                                                          39
      consummation thereof, other than in each case a transaction of the type described in Clause 5.3(g) of the Cooper Disclosure
      Schedule.
(h)   As used in this Agreement “ Cooper Superior Proposal ” shall mean a written bona fide Cooper Alternative Proposal
      made by any person that the Cooper Board determines in good faith (after consultation with Cooper’s financial advisors and
      legal counsel) is more favourable to the Cooper Shareholders than the transactions contemplated by this Agreement, taking
      into account such financial, regulatory, legal and other aspects of such proposal as the Cooper Board considers to be
      appropriate (it being understood that, for purposes of the definition of “Cooper Superior Proposal”, references to “25%” and
      “75%” in the definition of Cooper Alternative Proposal shall be deemed to refer to “50%”).

(i)   The Parties agree that:
      (i)   Cooper may terminate this Agreement, at any time prior to obtaining the Cooper Shareholder Approval, in order to
            enter into any agreement, understanding or arrangement providing for a Cooper Superior Proposal, provided that
            (x) promptly upon the Cooper Board’s determination that a Cooper Superior Proposal exists (and in any event, within
            twenty-four (24) hours of such determination) Cooper has provided a written notice to Eaton (a “ Superior Proposal
            Notice ”) advising Eaton that Cooper has received a Cooper Alternative Proposal and specifying the information with
            respect thereto required by Clause 5.3(b) and including written notice of the determination of the Cooper Board that
            the Cooper Alternative Proposal constitutes a Cooper Superior Proposal, (y) Cooper has provided Eaton with an
            opportunity, for a period of 72 hours from the time of delivery to Eaton of the Superior Proposal Notice (as may be
            extended pursuant to the proviso below, the “ Notice Period ”), to propose to amend (the “ Right to Match ”) the
            terms and conditions of this Agreement and the Acquisition, including an increase in, or modification of, the Scheme
            Consideration (any such proposed transaction, a “ Revised Acquisition ”), such that the Cooper Superior Proposal no
            longer constitutes a Cooper Superior Proposal (provided, that if Eaton delivers to Cooper, within 48 hours of the time
            of delivery to Eaton of the Superior Proposal Notice, a written notice (a “ Financing Extension Notice ”) stating that
            Eaton intends to propose such a Revised Acquisition and that Eaton intends to seek an increase of the amount of the
            Financing due to an increase in the Cash Consideration, the end of the Notice Period shall be extended until 11:59
            p.m. Eastern time on the fourth Business Day after the date such Financing Extension Notice is timely delivered), and
            (z) at the end of such Notice Period, the Cooper Board has determined that the Cooper Superior Proposal continues to
            be a Cooper Superior Proposal notwithstanding the Revised Acquisition and taking into account all amendments and
            proposed changes made thereto during the Notice Period. In the event that during the Notice Period any material
            revision is made to the financial terms of the Cooper Superior Proposal, Cooper shall be required, on one instance
            only, to deliver a new Superior Proposal Notice to Eaton and to comply with the requirements of this Clause 5.3(i)(i)
            with respect to such new Superior Proposal Notice, except that the Notice Period (A) shall be

                                                         40
                         the greater of 24 hours and the amount of time remaining in the initial Notice Period and (B) shall not be subject to
                         extension pursuant to a Financing Extension Notice if Eaton has previously delivered a Financing Extension Notice;
                         and
                  (ii)   in the event that a competitive situation arises pursuant to Rule 31.4 of the Takeover Rules in relation to Eaton and a
                         third party or parties, Cooper shall use reasonable endeavours to obtain permission from the Panel to provide that the
                         auction procedure determined by the Panel shall give effect to and be consistent with Eaton’s rights and the
                         obligations of Cooper and the Cooper Board pursuant to this Clause 5.3(i), and Cooper shall, to the extent reasonably
                         practicable, keep Eaton reasonably informed of any discussions with the Panel in respect of the determination of such
                         auction procedure.
     5.4   Eaton Change of Recommendatio n
           Subject to the next sentence, neither the Eaton Board nor any committee thereof shall (i) withdraw (or modify in any manner
           adverse to Cooper), or propose publicly to withdraw (or modify in any manner adverse to Cooper), the Eaton Recommendation (any
           such action being referred to as an “ Eaton Change of Recommendation ”) (it being agreed that no “stop, look and listen”
           communication pursuant to Rule 14d-9(f) of the Exchange Act in and of itself shall constitute an Eaton Change of
           Recommendation). Nothing in this Agreement shall prohibit or restrict the Eaton Board, in response to an Intervening Event, from
           making an Eaton Change of Recommendation at any time prior to obtaining the Eaton Shareholder Approval if the failure to take
           such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Notwithstanding any Eaton Change of
           Recommendation, unless this Agreement has been terminated in accordance with Clause 9, Eaton shall hold the Eaton Shareholders
           Meeting in accordance with Clause 3.7 for purposes of obtaining the Eaton Shareholder Approval, and nothing contained herein
           shall be deemed to relieve Eaton of such obligation.

6.   REPRESENTATIONS AND WARRANTIES
     6.1   Cooper Representations and Warranties
           Except as disclosed in the Cooper SEC Documents filed or furnished with the SEC since January 1, 2010 and publicly available
           prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any
           “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking
           in nature) or in the applicable section of the disclosure schedule delivered by Cooper to Eaton immediately prior to the execution of
           this Agreement (the “ Cooper Disclosure Schedule ”) (it being agreed that disclosure of any item in any section of the Cooper
           Disclosure Schedule shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such
           item is reasonably apparent), Cooper represents and warrants to Eaton as follows:
           (a)    Qualification, Organisation, Subsidiaries, etc . Each of Cooper and its Subsidiaries is a legal entity duly organised, validly
                  existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organisation and has all
                  requisite corporate or similar power and authority to

                                                                       41
      own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do
      business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its
      assets or properties or conduct of its business requires such qualification, except where the failure to be so organised, validly
      existing, qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the
      aggregate, reasonably be expected to have a Cooper Material Adverse Effect. Cooper has filed with the SEC, prior to the
      date of this Agreement, a complete and accurate copy of the Memorandum and Articles of Association of Cooper (the “
      Cooper Memorandum and Articles of Association ”) as amended to the date hereof. The Cooper Memorandum and
      Articles of Association are in full force and effect and Cooper is not in violation of the Cooper Memorandum and Articles of
      Association.
      (i)    Subsidiaries . All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant
             Subsidiary of Cooper have been validly issued and are fully paid and nonassessable and are owned, directly or
             indirectly, by Cooper free and clear of all Liens, other than Cooper Permitted Liens.
      (ii)   Tools Joint Venture . Cooper Industries, LLC, a wholly owned Subsidiary of Cooper, owns a 50% membership
             interest in Apex Tool Group, LLC (the “ Tools JV ”). The equity interests of Tools JV owned by Cooper Industries,
             LLC are owned free and clear of all Liens, other than Cooper Permitted Liens and have not been issued in violation of
             any preemptive or similar rights. All of the issued and outstanding membership interests in Tools JV owned by Cooper
             Industries, LLC have been duly authorized and are validly issued, fully paid and nonassessable.

(b)   Capital .
      (i)    The authorised capital of Cooper consists of 40,000 ordinary shares, par value €1.00 per share (“ Cooper
             Euro-Denominated Shares ”), 750,000,000 Cooper Shares and 10,000,000 preferred shares, par value $0.01 per
             share (“ Cooper Preferred Shares ”). As of May 15, 2012 (the “ Capitalisation Date ”), (A) (i) 159,166,699 Cooper
             Shares (together with the preferred share purchase rights granted pursuant to the Cooper Rights Agreement) were
             issued and outstanding and (ii) no Cooper Euro-Denominated Shares were issued or outstanding, (B) (i) 14,325,562
             Cooper Shares were held in treasury and (ii) no Cooper Shares were held by Subsidiaries of Cooper, (C) 19,011,085
             Cooper Shares were reserved for issuance pursuant to the Cooper Share Plans and (D) no Cooper Preferred Shares
             were issued or outstanding. All the outstanding Cooper Shares are, and all Cooper Shares reserved for issuance as
             noted above shall be, when issued in accordance with the respective terms thereof, duly authorised, validly issued,
             fully paid and non-assessable and free of pre-emptive rights.
      (ii)   Except as set forth in sub-clause (i) above, as of the date hereof: (A) Cooper does not have any shares of capital in
             issue or outstanding other than Cooper Shares that have become outstanding after the

                                                             42
              Capitalisation Date, but were reserved for issuance as set forth in sub-clause (i) above, and (B) there are no
              outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights,
              agreements or commitments relating to the issuance of shares of capital to which Cooper or any of Cooper’s
              Subsidiaries is a party obligating Cooper or any of Cooper’s Subsidiaries to (I) issue, transfer or sell any shares in the
              capital or other equity interests of Cooper or any Subsidiary of Cooper or securities convertible into or exchangeable
              for such shares or equity interests (in each case other than to Cooper or a wholly owned Subsidiary of Cooper); (II)
              grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or
              other similar right, agreement or commitment; (III) redeem or otherwise acquire any such shares in its capital or other
              equity interests; or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan,
              capital contribution or otherwise) in, any Subsidiary that is not wholly owned.
      (iii)    Neither Cooper nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar obligations, the
               holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to
               vote) with the Cooper Shareholders on any matter.
      (iv) There are no voting trusts or other agreements or understandings to which Cooper or any of its Subsidiaries is a party
           with respect to the voting of the shares in the capital or other equity interest of Cooper or any of its Subsidiaries.

(c)   Corporate Authority Relative to this Agreement; No Violation .
      (i)     Cooper has all requisite corporate power and authority to enter into this Agreement and the Expenses Reimbursement
              Agreement and, subject (in the case of this Agreement) to receipt of the Cooper Shareholder Approval (and, in the
              case of the Holdco Distributable Reserves Creation, to approval of the Cooper Distributable Reserves Resolution by
              the Cooper Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders, to the adoption
              by the shareholders of Holdco of the resolution contemplated by Clause 7.10(c)(i) and to receipt of the required
              approval by the High Court), to consummate the transactions contemplated hereby and thereby, including the
              Acquisition. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement and the
              consummation of the transactions contemplated hereby and thereby have been duly and validly authorised by the
              Cooper Board and, except for (A) the Cooper Shareholder Approval and (B) the filing of the required documents and
              other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High
              Court, no other corporate proceedings on the part of Cooper are necessary to authorise the consummation of the
              transactions contemplated hereby. On or prior to the date hereof, the Cooper Board has determined that the
              transactions contemplated by this Agreement are fair to and in the best interests of Cooper and the

                                                             43
        Cooper Shareholders and has adopted a resolution to make, subject to Clause 5.3 and to the obligations of the Cooper
        Board under the Takeover Rules, the Scheme Recommendation. This Agreement has been duly and validly executed
        and delivered by Cooper and, assuming this Agreement constitutes the valid and binding agreement of the Eaton
        Parties, constitutes the valid and binding agreement of Cooper, enforceable against Cooper in accordance with its
        terms.
(ii)    Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (B) the Takeover
        Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, (E) the HSR Act, (F) any applicable
        requirements under the EC Merger Regulation, (G) any applicable requirements of other Antitrust Laws, (H) any
        applicable requirements of the NYSE and (I) the Clearances set forth on Clause 6.1(c)(ii) of the Cooper Disclosure
        Schedule, no authorisation, consent or approval of, or filing with, any Relevant Authority is necessary, under
        applicable Law, for the consummation by Cooper of the transactions contemplated by this Agreement, except for such
        authorisations, consents, approvals or filings (I) that, if not obtained or made, would not reasonably be expected to
        have, individually or in the aggregate, a Cooper Material Adverse Effect or (II) as may arise as a result of facts or
        circumstances relating to Eaton or its Affiliates or Laws or contracts binding on Eaton or its Affiliates.
(iii)    The execution and delivery by Cooper of this Agreement and the Expenses Reimbursement Agreement do not, and,
         except as described in Clause 6.1(c)(ii), the consummation of the transactions contemplated hereby and compliance
         with the provisions hereof will not (A) result in any violation or breach of, or default or change of control (with or
         without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification,
         cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of
         indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit,
         concession, franchise, right or license binding upon Cooper or any of Cooper’s Subsidiaries or result in the creation
         of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “
         Lien ”) upon any of the properties, rights or assets of Cooper or any of Cooper’s Subsidiaries, other than Cooper
         Permitted Liens, (B) conflict with or result in any violation of any provision of the Organisational Documents of
         Cooper or any of Cooper’s Subsidiaries or (C) conflict with or violate any Laws applicable to Cooper or any of
         Cooper’s Subsidiaries or any of their respective properties or assets, other than, (I) in the case of sub-clauses (A),
         (B) (with respect to Subsidiaries that are not Significant Subsidiaries) and (C), any such violation, conflict, default,
         termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually
         or in the aggregate, a Cooper Material Adverse Effect, and (II) as may arise as a result of facts or circumstances
         relating to Eaton or its Affiliates or Laws or contracts binding on Eaton or its Affiliates.

                                                      44
(d)   Reports and Financial Statements .
      (i)    From December 31, 2009 through the date of this Agreement, Cooper has filed or furnished all forms, documents and
             reports (including exhibits and other information incorporated therein) required to be filed or furnished prior to the
             date hereof by it with the SEC (the “ Cooper SEC Documents ”). As of their respective dates, or, if amended, as of
             the date of the last such amendment, the Cooper SEC Documents complied in all material respects with the
             requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations
             promulgated thereunder, and none of the Cooper SEC Documents contained any untrue statement of a material fact or
             omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of
             the circumstances under which they were made not misleading.
      (ii)   The consolidated financial statements (including all related notes and schedules) of Cooper included in the Cooper
             SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements
             and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly
             present in all material respects the consolidated financial position of Cooper and its consolidated Subsidiaries, as at the
             respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the
             respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments
             and to any other adjustments described therein, including the notes thereto) in conformity with US GAAP (except, in
             the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods
             involved (except as may be indicated therein or in the notes thereto).
(e)   Internal Controls and Procedures . Cooper has established and maintains disclosure controls and procedures and internal
      control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the
      Exchange Act) as required by Rule 13a-15 under the Exchange Act. Cooper’s disclosure controls and procedures are
      reasonably designed to ensure that all material information required to be disclosed by Cooper in the reports that it files or
      furnishes under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the
      rules and forms of the SEC, and that all such material information is accumulated and communicated to Cooper’s
      management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required
      pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”).
(f)   No Undisclosed Liabilities . Except (i) as disclosed, reflected or reserved against in Cooper’s consolidated balance sheet (or
      the notes thereto) as of March 31, 2012 included in the Cooper SEC Documents filed or furnished on or prior to the date
      hereof, (ii) for liabilities incurred in the ordinary course of business since March 31, 2012, (iii) as expressly permitted or
      contemplated by this Agreement and (iv) for liabilities which have been discharged or paid in full in the ordinary course of
      business, as of the date hereof, neither Cooper nor any Subsidiary of Cooper has any liabilities of any nature, whether or not

                                                            45
      accrued, contingent or otherwise, that would be required by US GAAP to be reflected on a consolidated balance sheet of
      Cooper and its consolidated Subsidiaries (or in the notes thereto), other than those which, individually or in the aggregate,
      would not reasonably be expected to have a Cooper Material Adverse Effect.

(g)   Compliance with Law; Permits .
      (i)     Cooper and each of Cooper’s Subsidiaries are in compliance with and are not in default under or in violation of any
              Laws applicable to Cooper, such Subsidiaries or any of their respective properties or assets, except where such
              non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a
              Cooper Material Adverse Effect.
      (ii)    Cooper and Cooper’s Subsidiaries are in possession of all franchises, grants, authorisations, licenses, permits,
              easements, variances, exceptions, consents, certificates, approvals and orders of any Relevant Authority necessary for
              Cooper and Cooper’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses
              as they are now being conducted (the “ Cooper Permits ”), except where the failure to have any of the Cooper
              Permits would not reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse Effect.
              All Cooper Permits are in full force and effect, except where the failure to be in full force and effect would not
              reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse Effect.
      (iii)    Notwithstanding anything contained in this Clause 6.1(g), no representation or warranty shall be deemed to be made
               in this Clause 6.1(g) in respect of the matters referenced in Clause 6.1(d) or 6.1(e), or in respect of environmental,
               Tax, employee benefits or labour Laws matters.
(h)   Environmental Laws and Regulations . Except for such matters as would not, individually or in the aggregate, reasonably be
      expected to have a Cooper Material Adverse Effect: (i) Cooper and its Subsidiaries are in compliance with all, and have not
      since December 31, 2009 violated any, applicable Environmental Laws; (ii) to the knowledge of Cooper, no property
      currently or formerly owned, leased or operated by Cooper or any of its Subsidiaries (including soils, groundwater, surface
      water, buildings or other structures), or any other location, is contaminated with any Hazardous Substance in a manner that
      is or is reasonably likely to be required to be Remediated or Removed (as such terms are defined below), that is in violation
      of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability, in any case by or
      affecting Cooper or any of its Subsidiaries; (iii) neither Cooper nor any of its Subsidiaries has received any notice, demand
      letter, claim or request for information alleging that Cooper or any of its Subsidiaries may be in violation of or subject to
      liability under any Environmental Law; and (iv) neither Cooper nor any of its Subsidiaries is subject to any order, decree,
      injunction or agreement with any Relevant Authority, or any indemnity or other agreement with any third party, concerning
      liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance. As used
      herein, the term

                                                            46
      “ Environmental Laws ” means all Laws (including any common law) relating to: (A) the protection, investigation or
      restoration of the environment or natural resources, (B) the handling, use, presence, disposal, Release or threatened Release
      of any Hazardous Substance or (C) noise, odour, indoor air, employee exposure, electromagnetic fields, wetlands, pollution,
      contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance. As used herein,
      the term “ Environmental Liability ” means any obligations or liabilities (including any notices, claims, complaints, suits or
      other assertions of obligations or liabilities) that are: (A) related to the environment (including on-site or off-site
      contamination by Hazardous Substances of surface or subsurface soil or water); and (B) based upon (I) any provision of
      Environmental Laws or (II) any order, consent, decree, writ, injunction or judgment issued or otherwise imposed by any
      Relevant Authority and includes: fines, penalties, judgments, awards, settlements, losses, damages, costs, fees (including
      attorneys’ and consultants’ fees), expenses and disbursements relating to environmental matters; defence and other responses
      to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) relating
      to environmental matters; and financial responsibility for (x) cleanup costs and injunctive relief, including any Removal,
      Remedial or Response actions, and (y) compliance or remedial measures under other Environmental Laws. As used herein,
      the term “ Hazardous Substance ” means any “hazardous substance” and any “pollutant or contaminant” as those terms are
      defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“ CERCLA
      ”); any “hazardous waste” as that term is defined in the Resource Conservation and Recovery Act (“ RCRA ”); and any
      “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .), as
      amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, orders,
      guidelines, directives, and publications issued pursuant to, or otherwise in implementation of, said Laws); and including any
      petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, lead paint,
      polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, radon gas, mould, mould spores, and
      mycotoxins. As used herein, the term “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment
      (including the placing, discarding or abandonment of any barrel, container or other receptacle containing any Hazardous
      Substance or other material). As used herein, the term “ Removal, Remedial or Response ” actions include the types of
      activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether such activities are those
      which might be taken by a Relevant Authority or those which a Relevant Authority or any other person might seek to require
      of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers,
      reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

(i)   Employee Benefit Plans .
      (i)   Except as would not, individually or in the aggregate, reasonably be expected to have a Cooper Material Adverse
            Effect, (A) each of the

                                                            47
        Cooper Benefit Plans has been operated and administered in accordance with applicable Laws, including, but not
        limited to, ERISA, the Code and in each case the regulations thereunder; (B) no Cooper Benefit Plan is subject to Title
        IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (C) no Cooper Benefit Plan provides benefits,
        including death or medical benefits (whether or not insured), with respect to current or former employees or directors
        of Cooper or its Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated
        by applicable Law or (II) death benefits or retirement benefits under any “employee pension plan” (as such term is
        defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by Cooper, its
        Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that
        presents a risk to Cooper, its Subsidiaries or any of their ERISA Affiliates of incurring a liability thereunder; (E) no
        Cooper Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan
        that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of
        Section 4063 of ERISA; (F) all contributions or other amounts payable by Cooper or its Subsidiaries as of the
        Effective Time pursuant to each Cooper Benefit Plan in respect of current or prior plan years have been timely paid or
        accrued in accordance with US GAAP; (G) neither Cooper nor any of its Subsidiaries has engaged in a transaction in
        connection with which Cooper or its Subsidiaries could be subject to either a civil penalty assessed pursuant to
        Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (H) there are no
        pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the
        Cooper Benefit Plans or any trusts related thereto.
(ii)    Except as would not, individually or in the aggregate, reasonably be expected to have a Cooper Material Adverse
        Effect, each of the Cooper Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code,
        (A) is so qualified and there are no existing circumstances or any events that have occurred that would reasonably be
        expected to adversely affect the qualified status of any such plan and (B) has received a favourable determination
        letter or opinion letter as to its qualification. Each such favourable determination letter has been provided or made
        available to Eaton.
(iii)    Except as would not, individually or in the aggregate, reasonably be expected to have a Cooper Material Adverse
         Effect, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated
         hereby (either alone or in conjunction with any other event) will (A) result in any payment (including severance,
         unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code),
         forgiveness of indebtedness or otherwise) becoming due to any current or former director or any employee of the
         Cooper Group under any Cooper Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any
         Cooper Benefit Plan or

                                                       48
                (C) result in any acceleration of the time of payment, funding or vesting of any such benefits.
      (iv)      Since December 31, 2011, no Cooper Benefit Plan has been materially amended or otherwise materially
                modified to increase benefits (or the levels thereof) in a manner that would be material to the Cooper
                Group.
      (v)       Section 6.1(i)(v) of the Cooper Disclosure Schedule sets forth (A) with respect to each Cooper Share Plan
                (I) the aggregate number of Cooper Shares that are subject to Cooper Options, (II) the aggregate number
                of Cooper Shares that are subject to performance-based Cooper Share Awards, assuming target
                performance and assuming maximum performance and the aggregate amount of any corresponding
                dividend equivalents and (III) the aggregate number of Cooper Shares that are subject to Cooper Share
                Awards that do not include performance-based vesting criteria and the aggregate amount of any
                corresponding dividend equivalents (such schedule, the “ Cooper Equity Schedule ”), in each case as of
                May 15, 2012 (B) each Management Continuity Agreement (each, an “ MCA ”) entered into between
                Cooper and an employee of the Cooper Group in existence as of the date hereof. Cooper shall provide
                Eaton with an updated Cooper Equity Schedule within three (3) business days prior to Closing to reflect
                any changes occurring between May 15, 2012 and the applicable date of delivery.
(j)   Absence of Certain Changes or Events . From December 31, 2011 through the date of this Agreement, other than
      the transactions contemplated by this Agreement, the businesses of Cooper and its Subsidiaries have been
      conducted, in all material respects, in the ordinary course of business. Since December 31, 2011, there has not been
      any event, development, occurrence, state of facts or change that has had, or would reasonably be expected to have,
      individually or in the aggregate, a Cooper Material Adverse Effect. From March 29, 2012 through the date of this
      Agreement, neither Cooper nor any of its Subsidiaries has taken any action that would constitute a breach of Clause
      5.1(b)(xvi) had such action been taken after the execution of this Agreement.
(k)   Investigations; Litigation . As of the date hereof, (i) there is no investigation or review pending (or, to the
      knowledge of Cooper, threatened) by any Relevant Authority with respect to Cooper or any of Cooper’s
      Subsidiaries or any of their respective properties, rights or assets, and (ii) there are no claims, actions, suits or
      proceedings pending (or, to the knowledge of Cooper, threatened) against Cooper or any of Cooper’s Subsidiaries
      or any of their respective properties, rights or assets before, and there are no orders, judgments or decrees of, any
      Relevant Authority, which, in the case of sub-clause (i) or (ii), would reasonably be expected to have, individually
      or in the aggregate, a Cooper Material Adverse Effect.
(l)   Information Supplied . The information relating to Cooper and its Subsidiaries to be contained in the Joint Proxy
      Statement and the Form S-4 will not, on the date the Joint Proxy Statement (and any amendment or supplement
      thereto) is first posted to Cooper Shareholders and at the time the Form S-4 is declared effective or at the time of
      the Court Meeting, contain any untrue

                                                  49
      statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to
      make the statements therein, at the time and in light of the circumstances under which they were made, not false or
      misleading. The Joint Proxy Statement (other than the portions thereof relating solely to the Eaton Shareholder
      Meeting) will comply in all material respects as to form with the requirements of the Exchange Act and the rules
      and regulations promulgated thereunder. The parts of the Scheme Document for which the Cooper Directors are
      responsible under the Takeover Rules and any related filings for which the Cooper Directors are responsible under
      the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and
      the Act. Notwithstanding the foregoing provisions of this Clause 6.1(l), no representation or warranty is made by
      Cooper with respect to information or statements made or incorporated by reference in the Joint Proxy Statement
      and the Form S-4 which were not supplied by or on behalf of Cooper.
(m)   Rights Plan . The Cooper Board has resolved to take, and as promptly as practicable after the execution of this
      Agreement Cooper will have taken, all action necessary to render the rights issued pursuant to the terms of the
      Second Amended and Restated Rights Agreement, dated as of September 8, 2009, between Cooper, Cooper
      Bermuda and Computershare Trust Company, N.A., as Rights Agent, as amended (the “ Cooper Rights
      Agreement ”), inapplicable to the Scheme, this Agreement and the transactions contemplated hereby.
(n)   Tax Matters .
      (i)       Except as would not, individually or in the aggregate, reasonably be expected to have a Cooper Material
                Adverse Effect:
                (A)      all Tax Returns that are required to be filed by or with respect to Cooper or any of its
                         Subsidiaries have been timely filed (taking into account any extension of time within which to
                         file), and all such Tax Returns are true and complete;
                (B)      Cooper and its Subsidiaries have paid all Taxes required to be paid by any of them, including
                         any Taxes required to be withheld from amounts owing to any employee, creditor, or third party,
                         except with respect to matters for which adequate reserves have been established in accordance
                         with US GAAP in the most recent Cooper annual financial statement, as adjusted for operations
                         in the ordinary course of business since the last date which is covered by such statement;
                (C)      there is no audit, examination, deficiency, refund litigation, proposed adjustment, or matter in
                         controversy with respect to any Taxes or Tax Return of Cooper or any of its Subsidiaries;
                (D)      the Tax Returns of Cooper and each of its Subsidiaries have been examined by the applicable
                         Tax Authority (or the applicable statutes of limitations for the assessment of income Taxes for
                         such periods have expired) for all periods through and including 2010, and no deficiencies were

                                                  50
               asserted as a result of such examinations which have not been resolved and fully paid or accrued
               as a liability on the most recent Cooper annual financial statement;
       (E)     neither Cooper nor any of its Subsidiaries has waived any statute of limitations with respect to
               Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency;
       (F)     all Taxes due and payable by Cooper or any of its Subsidiaries have been adequately provided
               for, in accordance with US GAAP, in the financial statements of Cooper and its Subsidiaries for
               all periods ending on or before the date hereof;
       (G)     neither Cooper nor any of its Subsidiaries has constituted a “distributing corporation” or a
               “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a
               distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or
               any similar provision of state, local, or non-U.S. law) in the two years prior to the date of this
               Agreement;
       (H)     none of Cooper or any of its Subsidiaries has any liability for Taxes of any Person (other than
               Cooper or any of its Subsidiaries) under U.S. Treasury Regulation § 1.1502-6 (or any similar
               provision of state, local, or non-U.S. law), as transferee or successor, by contract or otherwise;
       (I)     there are no liens for Taxes upon any property or assets of Cooper or any of its Subsidiaries,
               except for Cooper Permitted Liens; and
       (J)     no private letter rulings, technical advice memoranda, or similar agreements or rulings have been
               entered into or issued by any Tax Authority with respect to Cooper or any of its Subsidiaries for
               any taxable year for which the statute of limitations has not yet expired.
(ii)   As used in this Agreement, (A) the term “ Tax ” (including the plural form “ Taxes ” and, with
       correlative meaning, the terms “ Taxable ” and “ Taxation ”) means all U.S. federal, state, local and
       non-U.S. income, gain, profits, windfall profits, franchise, gross receipts, environmental, customs duty,
       capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property,
       unclaimed property, escheat, withholding, excise, production, value added, occupancy and other taxes,
       duties or assessments of any nature whatsoever, together with all interest, penalties and additions
       imposed with respect to such amounts and any interest in respect of such penalties and additions, (B) the
       term “ Tax Return ” means all returns and reports (including elections, declarations, disclosures,
       schedules, estimates and information returns) filed or required to be filed with a Tax Authority relating to
       Taxes, (C) the term “ Tax Authority ” means any Relevant Authority responsible for the

                                        51
                assessment, collection or enforcement of laws relating to Taxes (including the Internal Revenue Service
                (the “ IRS ”) and the Revenue Commissioner) and any similar state, local, or non-U.S. revenue agency),
                and (D) the term “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
(o)   Labour Matters .
      (i)       As of the date hereof, no member of the Cooper Group is a party to, or bound by, any collective
                bargaining agreement, contract or other agreement or binding understanding with a labour union or
                labour organisation. No member of the Cooper Group is subject to a labour dispute, strike or work
                stoppage except as would not have, individually or in the aggregate, a Cooper Material Adverse Effect.
                To the knowledge of Cooper, there are no organisational efforts with respect to the formation of a
                collective bargaining unit presently being made or threatened involving employees of the Cooper Group,
                except for those the formation of which would not have, individually or in the aggregate, a Cooper
                Material Adverse Effect.
      (ii)      Except as set forth in Section 6.1(o)(ii) of the Cooper Disclosure Schedule, the transactions contemplated
                by this Agreement will not require the consent of, or advance notification to, any works councils, unions
                or similar labour organisations with respect to employees of the Cooper Group, other than any such
                consents the failure of which to obtain or advance notifications the failure of which to provide as would
                not reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse Effect.
(p)   Intellectual Property . Except as would not reasonably be expected to have, individually or in the aggregate, a
      Cooper Material Adverse Effect, either Cooper or a Subsidiary of Cooper owns, or is licensed or otherwise
      possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently
      conducted. There are no pending or, to the knowledge of Cooper, threatened claims by any person alleging
      infringement by Cooper or its Subsidiaries for their use of any material trademarks, trade names, service marks,
      service names, mark registrations, logos, assumed names, registered and unregistered copyrights, patents or
      applications and registrations therefor (collectively, the “ Intellectual Property ”) in their respective businesses as
      currently conducted that would reasonably be expected to have, individually or in the aggregate, a Cooper Material
      Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Cooper
      Material Adverse Effect, to the knowledge of Cooper, the conduct of the businesses of Cooper and its Subsidiaries
      does not infringe upon any intellectual property rights or any other proprietary right of any person. As of the date
      hereof, neither Cooper nor any of its Subsidiaries has made any claim of a violation or infringement by others of its
      rights to or in connection with the Intellectual Property used in their respective businesses which violation or
      infringement would reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse
      Effect.
(q)   Real Property .

                                                  52
      (i)      With respect to the real property owned by Cooper or any Subsidiary as of the date hereof (such property
               collectively, the “ Cooper Owned Real Property ”), except as would not reasonably be expected to
               have, individually or in the aggregate, a Cooper Material Adverse Effect, either Cooper or a Subsidiary of
               Cooper has good and valid title to such Cooper Owned Real Property, free and clear of all Liens, other
               than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due
               and payable, being contested in good faith or for which adequate accruals or reserves have been
               established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other
               similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent
               consolidated balance sheet of Cooper or notes thereto or securing liabilities reflected on such balance
               sheet, (D) which was incurred in the ordinary course of business since the date of the most recent
               consolidated balance sheet of Cooper or (E) which would not reasonably be expected to materially impair
               the continued use of the applicable property for the purposes for which the property is currently being
               used (any such Lien described in any of sub-clauses (A) through (E), a “ Cooper Permitted Lien ”). As
               of the date hereof, neither Cooper nor any of its Subsidiaries has received notice of any pending, and to
               the knowledge of Cooper there is no threatened, condemnation proceeding with respect to any Cooper
               Owned Real Property, except proceedings which would not reasonably be expected to have, individually
               or in the aggregate, a Cooper Material Adverse Effect.
      (ii)     Except as would not reasonably be expected to have, individually or in the aggregate, a Cooper Material
               Adverse Effect, (A) each material lease, sublease and other agreement under which Cooper or any of its
               Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the
               material operations of Cooper and its Subsidiaries are conducted as of the date hereof (the “ Cooper
               Leased Real Property ”), is valid, binding and in full force and effect and (ii) no uncured default of a
               material nature on the part of Cooper or, if applicable, its Subsidiary or, to the knowledge of Cooper, the
               landlord thereunder exists with respect to any Cooper Leased Real Property. Except as would not
               reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse Effect,
               Cooper and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any
               lease, sublease or other agreement applicable thereto, in each parcel of Cooper Leased Real Property, free
               and clear of all Liens, except for Cooper Permitted Liens. As of the date hereof, neither Cooper nor any
               of its Subsidiaries has received notice of any pending, and, to the knowledge of Cooper, there is no
               threatened, condemnation proceeding with respect to any Cooper Leased Real Property, except such
               proceeding which would not reasonably be expected to have, individually or in the aggregate, a Cooper
               Material Adverse Effect.
(r)   Opinion of Financial Advisor . The Cooper Board has received the opinion of Goldman, Sachs & Co., dated the
      date of this Agreement, to the effect that, as

                                                53
      of such date, the Scheme Consideration is fair to the Cooper Shareholders from a financial point of view.
(s)   Required Vote of Cooper Shareholders . The Cooper Shareholder Approval is the only vote of holders of securities
      of Cooper which is required to consummate the transactions contemplated hereby (other than, in the case of the
      Holdco Distributable Reserves Creation, the approval of the Cooper Distributable Reserves Resolution by the
      Cooper Shareholders).
(t)   Material Contracts .
      (i)       Except for this Agreement or any contracts filed as exhibits to the Cooper SEC Documents, as of the date
                hereof, neither Cooper nor any of its Subsidiaries is a party to or bound by any “material contract” (as
                such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described
                in this Clause 6.1(t)(i), other than Cooper Benefit Plans, being referred to herein as “ Cooper Material
                Contracts ”).
      (ii)      Neither Cooper nor any Subsidiary of Cooper is in breach of or default under the terms of any Cooper
                Material Contract where such breach or default would reasonably be expected to have, individually or in
                the aggregate, a Cooper Material Adverse Effect. To the knowledge of Cooper, as of the date hereof, no
                other party to any Cooper Material Contract is in breach of or default under the terms of any Cooper
                Material Contract where such breach or default would reasonably be expected to have, individually or in
                the aggregate, a Cooper Material Adverse Effect. Except as would not reasonably be expected to have,
                individually or in the aggregate, a Cooper Material Adverse Effect, each Cooper Material Contract is a
                valid and binding obligation of Cooper or the Subsidiary of Cooper which is party thereto and, to the
                knowledge of Cooper, of each other party thereto, and is in full force and effect, except that (i) such
                enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganisation,
                moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and
                (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be
                subject to equitable defences and to the discretion of the court before which any proceeding therefor may
                be brought.
(u)   Insurance . Except as would not reasonably be expected to have, individually or in the aggregate, a Cooper Material
      Adverse Effect, as of the date hereof, (i) all current, material insurance policies and contracts of Cooper and its
      Subsidiaries are in full force and effect and are valid and enforceable and cover against the risks as are customary in
      all material respects for companies of similar size in the same or similar lines of business and (ii) all premiums due
      thereunder have been paid. Neither Cooper nor any of its Subsidiaries has received notice of cancellation or
      termination with respect to any material third party insurance policies or contracts (other than in connection with
      normal renewals of any such insurance policies or contracts) where such cancellation or termination would
      reasonably be expected to have, individually or in the aggregate, a Cooper Material Adverse Effect.

                                                  54
      (v)      Finders or Brokers . Except for Goldman, Sachs & Co., neither Cooper nor any of its Subsidiaries has employed
               any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who
               might be entitled to any fee or any commission in connection with or upon consummation of the Acquisition.
      (w)      No Other Representations . Except for the representations and warranties contained in this Clause 6.1 or in any
               certificates delivered by Cooper in connection with the Completion pursuant to Condition 4(c), Eaton
               acknowledges that neither Cooper nor any Representative of Cooper makes any other express or implied
               representation or warranty with respect to Cooper or any of its Subsidiaries or with respect to any other information
               provided or made available to Eaton in connection with the transactions contemplated by this Agreement, including
               any information, documents, projections, forecasts or other material made available to Eaton or to Eaton’s
               Representatives in certain “data rooms” or management presentations in expectation of the transactions
               contemplated by this Agreement.
6.2   Eaton Representations and Warranties
      Except as disclosed in the Eaton SEC Documents filed or furnished with the SEC since January 1, 2010 and publicly
      available prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any
      disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are
      predictive or forward-looking in nature) or in the applicable section of the disclosure schedule delivered by Eaton to Cooper
      immediately prior to the execution of this Agreement (the “ Eaton Disclosure Schedule ”) (it being agreed that disclosure of
      any item in any section of the Eaton Disclosure Schedule shall be deemed disclosure with respect to any other section of this
      Agreement to which the relevance of such item is reasonably apparent), Eaton and Holdco jointly and severally represent
      and warrant to Cooper as follows:
      (a)      Qualification, Organisation, Subsidiaries, etc . Each of Eaton and its Subsidiaries and each of the Eaton Merger
               Parties is a legal entity duly organised, validly existing and, where relevant, in good standing under the Laws of its
               respective jurisdiction of organisation and has all requisite corporate or similar power and authority to own, lease
               and operate its properties and assets and to carry on its business as presently conducted and is qualified to do
               business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or
               operation of its assets or properties or conduct of its business requires such qualification, except where the failure to
               be so organised, validly existing, qualified or, where relevant, in good standing, or to have such power or authority,
               would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect.
               Eaton has filed with the SEC, prior to the date of this Agreement, complete and accurate copies of the Amended
               and Restated Articles of Incorporation of Eaton (the “ Eaton Articles of Incorporation ”) and the Amended
               Regulations of Eaton (the “ Eaton Regulations ”) as amended to the date hereof. The Eaton Articles of
               Incorporation and the Eaton Regulations are in full force and effect and Eaton is not in violation of the Eaton
               Articles of Incorporation or the Eaton Regulations.
              (i)        Subsidiaries . All the issued and outstanding shares of capital stock of, or other equity interests in, each
                         Significant Subsidiary of Eaton

                                                           55
       have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by
       Eaton free and clear of all Liens, other than Eaton Permitted Liens.
(ii)   Eaton Merger Parties .
       (A)     Since their respective dates of formation, none of the Eaton Merger Parties have carried on any
               business or conducted any operations other than the execution of this Agreement, the
               performance of their obligations hereunder and thereunder and matters ancillary thereto.
       (B)     The authorised share capital of Holdco consists of 750,000,000 ordinary shares, par value $0.01
               per share, and 40,000 deferred ordinary shares, par value €1.00 per share, of which 100 ordinary
               shares, par value $0.01 per share, are currently issued. All of the issued shares in Holdco have
               been validly issued, are fully paid and nonassessable and are owned directly by Matsack
               Nominees Limited (95 shares) and Matsack Trust Limited, Matsack UK Limited, Matsack
               Nominees UK Limited, George Brady and Pat English (1 share each), free and clear of any Lien.
               The authorised share capital of IrSub consists of 100,000,000 ordinary shares, par value $0.01
               per share, of which 100 ordinary shares are currently issued. All of the issued shares in IrSub
               have been validly issued, are fully paid and nonassessable and are owned directly by Holdco free
               and clear of any Lien. The authorised share capital of EHC consists of 900 ordinary shares, par
               value €100.00 per share, of which 180 ordinary shares are currently issued. All of the issued
               shares in EHC have been validly issued, are fully paid and nonassessable and are owned directly
               by IrSub free and clear of any Lien. The authorised capital stock of MergerSub consists of
               10,000 common shares, with no par value, of which 1,000 common shares are currently issued.
               All of the issued shares in MergerSub have been validly issued, are fully paid and nonassessable
               and are owned directly by EHC free and clear of any Lien. All of the Share Consideration, when
               issued pursuant to the Acquisition and the Merger and this Agreement and delivered pursuant
               hereto will, at such time, be duly authorised, validly issued, fully paid and non-assessable and
               free of all Liens and pre-emptive rights.
       (C)     Eaton has made available to Cooper, prior to the date of this Agreement, complete and accurate
               copies of the Memorandum and Articles of Association of Holdco (the “ Holdco Memorandum
               and Articles of Association ”) and the Organisational Documents of each of the other Eaton
               Merger Parties (the “ Other Eaton Merger Party Organisational Documents ”) as amended to
               the date hereof. The Eaton Articles of Incorporation, the Eaton Regulations the Holdco
               Memorandum and Articles of Association and the Other Eaton Merger Party Organisational
               Documents are in full force and effect, Holdco is not in violation of the Holdco

                                        56
                        Memorandum and Articles of Association and the other Eaton Merger Parties are not in violation
                        of the Other Eaton Merger Party Organisational Documents.
(b)   Capital Stock .
      (i)       The authorised capital stock of Eaton consists of 500,000,000 Eaton Shares and 14,106,394 serial
                preferred shares (“ Eaton Preferred Shares ”). As of the Capitalisation Date, (A) 337,692,106 Eaton
                Shares were issued and outstanding, (B) 45,014,018 Eaton Shares were held in treasury, (C) 21,000,000
                Eaton Shares were reserved for issuance pursuant to the Eaton Share Plans and (D) no Eaton Preferred
                Shares were issued or outstanding. All the outstanding Eaton Shares are, and all Eaton Shares reserved
                for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly
                authorised, validly issued, fully paid and non-assessable and free of pre-emptive rights.
      (ii)      Except as set forth in sub-clause (i) above, as of the date hereof: (A) Eaton does not have any shares of
                capital stock issued or outstanding other than Eaton Shares that have become outstanding after the
                Capitalisation Date, but were reserved for issuance as set forth in sub-clause (i) above, and (B) there are
                no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or
                other similar rights, agreements or commitments relating to the issuance of capital stock to which Eaton
                or any of Eaton’s Subsidiaries is a party obligating Eaton or any of Eaton’s Subsidiaries to (I) issue,
                transfer or sell any shares of capital stock or other equity interests of Eaton or any Subsidiary of Eaton or
                securities convertible into or exchangeable for such shares or equity interests (in each case other than to
                Eaton or a wholly owned Subsidiary of Eaton); (II) grant, extend or enter into any such subscription,
                option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or
                commitment; (III) redeem or otherwise acquire any such shares of capital stock or other equity interests;
                or (IV) provide a material amount of funds to, or make any material investment (in the form of a loan,
                capital contribution or otherwise) in, any Subsidiary that is not wholly owned.
      (iii)     Neither Eaton nor any of its Subsidiaries has outstanding bonds, debentures, notes or other similar
                obligations, the holders of which have the right to vote (or which are convertible into or exercisable for
                securities having the right to vote) with the Eaton Shareholders on any matter.
      (iv)      There are no voting trusts or other agreements or understandings to which Eaton or any of its Subsidiaries
                is a party with respect to the voting of the capital stock or other equity interest of Eaton or any of its
                Subsidiaries.

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(c)   Corporate Authority Relative to this Agreement; No Violation .
      (i)      Eaton and each Eaton Merger Party has all requisite corporate power and authority to enter into this
               Agreement and, with respect to Eaton, the Expenses Reimbursement Agreement and, subject (in the case
               of this Agreement) to receipt of the Eaton Shareholder Approval (and, in the case of the Holdco
               Distributable Reserves Creation, to approval of the Cooper Distributable Reserves Resolution by the
               Cooper Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders and to
               receipt of the required approval by the High Court), to consummate the transactions contemplated hereby
               and thereby, including the Acquisition and the Merger, as applicable. The execution and delivery of this
               Agreement and the Expenses Reimbursement Agreement and the consummation of the transactions
               contemplated hereby and thereby have been duly and validly authorised by the Eaton Board and (in the
               case of this Agreement) the board of directors of each Eaton Merger Party and, except for (A) the Eaton
               Shareholder Approval, (B) the filing of the Certificate of Merger with the Secretary of State of the State
               of Ohio and (C) the filing of the required documents in connection with the Scheme with, and to receipt
               of the required approval of the Scheme by, the High Court, no other corporate proceedings on the part of
               Eaton or any Eaton Merger Party are necessary to authorise the consummation of the transactions
               contemplated hereby. On or prior to the date hereof, the Eaton Board has determined that the transactions
               contemplated by this Agreement are fair to and in the best interests of Eaton and the Eaton Shareholders
               and has adopted a resolution to make the Eaton Recommendation. This Agreement has been duly and
               validly executed and delivered by Eaton and each Eaton Merger Party and, assuming this Agreement
               constitutes the valid and binding agreement of Cooper, constitutes the valid and binding agreement of
               Eaton and each Eaton Merger Party, enforceable against Eaton and each Eaton Merger Party in
               accordance with its terms.
      (ii)     Other than in connection with or in compliance with (A) the provisions of the Companies Acts, (B) the
               Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, (E) the HSR
               Act, (F) any applicable requirements under the EC Merger Regulation, (G) any applicable requirements
               of other Antitrust Laws, (H) the requirement to file a certificate of merger with the Secretary of State of
               the State of Ohio, (I) any applicable requirements of the NYSE or the Chicago Stock Exchange and
               (J) the Clearances set forth on Clause 6.2(c)(ii) of the Eaton Disclosure Schedule, no authorisation,
               consent or approval of, or filing with, any Relevant Authority is necessary, under applicable Law, for the
               consummation by Eaton and each Eaton Merger Party of the transactions contemplated by this
               Agreement, except for such authorisations, consents, approvals or filings (I) that, if not obtained or made,
               would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse
               Effect or (II) as may arise as a result of facts or circumstances relating to Cooper or its Affiliates or Laws
               or contracts binding on Cooper or its Affiliates.

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      (iii)    The execution and delivery by Eaton and each Eaton Merger Party of this Agreement and (in the case of
               Eaton) the Expenses Reimbursement Agreement do not, and, except as described in Clause 6.2(c)(ii), the
               consummation of the transactions contemplated hereby and compliance with the provisions hereof will
               not (A) result in any violation or breach of, or default or change of control (with or without notice or
               lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation
               or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of
               indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument,
               permit, concession, franchise, right or license binding upon Eaton or any of Eaton’s Subsidiaries or result
               in the creation of any Liens upon any of the properties, rights or assets of Eaton or any of Eaton’s
               Subsidiaries, other than Eaton Permitted Liens, (B) conflict with or result in any violation of any
               provision of the Organisational Documents of Eaton or any of Eaton’s Subsidiaries or the Eaton Merger
               Parties or (C) conflict with or violate any Laws applicable to Eaton or any of Eaton’s Subsidiaries or any
               of their respective properties or assets, other than, (I) in the case of sub-clauses (A), (B) (with respect to
               Subsidiaries that are not Significant Subsidiaries or Eaton Merger Parties) and (C), any such violation,
               conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be
               expected to have, individually or in the aggregate, an Eaton Material Adverse Effect and (II) as may arise
               as a result of facts or circumstances relating to Cooper or its Affiliates or Laws or contracts binding on
               Cooper or its Affiliates.
(d)   Reports and Financial Statements .
      (i)      From December 31, 2009 through the date of this Agreement, Eaton has filed or furnished all forms,
               documents and reports (including exhibits and other information incorporated therein) required to be filed
               or furnished prior to the date hereof by it with the SEC (the “ Eaton SEC Documents ”). As of their
               respective dates, or, if amended, as of the date of the last such amendment, the Eaton SEC Documents
               complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the
               case may be, and the applicable rules and regulations promulgated thereunder, and none of the Eaton
               SEC Documents contained any untrue statement of a material fact or omitted to state any material fact
               required to be stated therein or necessary to make the statements therein, in light of the circumstances
               under which they were made not misleading.
      (ii)     The consolidated financial statements (including all related notes and schedules) of Eaton included in the
               Eaton SEC Documents when filed complied as to form in all material respects with the applicable
               accounting requirements and the published rules and regulations of the SEC with respect thereto in effect
               at the time of such filing and fairly present in all material respects the consolidated financial position of
               Eaton and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of
               their operations and their consolidated cash flows for the respective periods then ended (subject, in the
               case of the unaudited statements,

                                                 59
                to normal year-end audit adjustments and to any other adjustments described therein, including the notes
                thereto) in conformity with US GAAP (except, in the case of the unaudited statements, as permitted by
                the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or
                in the notes thereto).
(e)   Internal Controls and Procedures . Eaton has established and maintains disclosure controls and procedures and
      internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule
      13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Eaton’s disclosure controls
      and procedures are reasonably designed to ensure that all material information required to be disclosed by Eaton in
      the reports that it files or furnishes under the Exchange Act is recorded, processed, summarised and reported within
      the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated
      and communicated to Eaton’s management as appropriate to allow timely decisions regarding required disclosure
      and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.
(f)   No Undisclosed Liabilities . Except (i) as disclosed, reflected or reserved against in Eaton’s consolidated balance
      sheet (or the notes thereto) as of March 31, 2012 included in the Eaton SEC Documents filed or furnished on or
      prior to the date hereof, (ii) for liabilities incurred in the ordinary course of business since March 31, 2012, (iii) as
      expressly permitted or contemplated by this Agreement and (iv) for liabilities which have been discharged or paid
      in full in the ordinary course of business, as of the date hereof, neither Eaton nor any Subsidiary of Eaton has any
      liabilities of any nature, whether or not accrued, contingent or otherwise, that would be required by US GAAP to be
      reflected on a consolidated balance sheet of Eaton and its consolidated Subsidiaries (or in the notes thereto), other
      than those which, individually or in the aggregate, would not reasonably be expected to have an Eaton Material
      Adverse Effect.
(g)   Compliance with Law; Permits .
      (i)       Eaton and each of Eaton’s Subsidiaries are in compliance with and are not in default under or in violation
                of any Laws, applicable to Eaton, such Subsidiaries or any of their respective properties or assets, except
                where such non-compliance, default or violation would not reasonably be expected to have, individually
                or in the aggregate, an Eaton Material Adverse Effect.
      (ii)      Eaton and Eaton’s Subsidiaries are in possession of all franchises, grants, authorisations, licenses,
                permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Relevant
                Authority necessary for Eaton and Eaton’s Subsidiaries to own, lease and operate their properties and
                assets or to carry on their businesses as they are now being conducted (the “ Eaton Permits ”), except
                where the failure to have any of the Eaton Permits would not reasonably be expected to have,
                individually or in the aggregate, an Eaton Material Adverse Effect. All Eaton Permits are in full force and
                effect, except where the failure to be in full force and effect

                                                  60
                would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse
                Effect.
      (iii)     Notwithstanding anything contained in this Clause 6.2(g), no representation or warranty shall be deemed
                to be made in this Clause 6.2(g) in respect of the matters referenced in Clause 6.2(d) or 6.2(e), or in
                respect of environmental, Tax, employee benefits or labour Laws matters.
(h)   Environmental Laws and Regulations . Except for such matters as would not, individually or in the aggregate,
      reasonably be expected to have an Eaton Material Adverse Effect: (i) Eaton and its Subsidiaries are in compliance
      with all, and have not since December 31, 2009 violated any, applicable Environmental Laws; (ii) to the knowledge
      of Eaton, no property currently or formerly owned, leased or operated by Eaton or any of its Subsidiaries (including
      soils, groundwater, surface water, buildings or other structures), or any other location, is contaminated with any
      Hazardous Substance in a manner that is or is reasonably likely to be required to be Remediated or Removed (as
      such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give
      rise to any Environmental Liability, in any case by or affecting Eaton or any of its Subsidiaries; (iii) neither Eaton
      nor any of its Subsidiaries has received any notice, demand letter, claim or request for information alleging that
      Eaton or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and
      (iv) neither Eaton nor any of its Subsidiaries is subject to any order, decree, injunction or agreement with any
      Relevant Authority, or any indemnity or other agreement with any third party, concerning liability or obligations
      relating to any Environmental Law or otherwise relating to any Hazardous Substance.
(i)   Employee Benefit Plans .
      (i)       Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material
                Adverse Effect, (A) each of the Eaton Benefit Plans has been operated and administered in accordance
                with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations
                thereunder; (B) no Eaton Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or
                4971 of the Code; (C) no Eaton Benefit Plan provides benefits, including death or medical benefits
                (whether or not insured), with respect to current or former employees or directors of Eaton or its
                Subsidiaries beyond their retirement or other termination of service, other than (I) coverage mandated by
                applicable Law or (II) death benefits or retirement benefits under any “employee pension plan” (as such
                term is defined in Section 3(2) of ERISA); (D) no liability under Title IV of ERISA has been incurred by
                Eaton, its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and
                no condition exists that presents a risk to Eaton, its Subsidiaries or any of their ERISA Affiliates of
                incurring a liability thereunder; (E) no Eaton Benefit Plan is a “multiemployer pension plan” (as such
                term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least
                two of whom are not under common control, within the meaning of Section 4063 of ERISA; (F) all
                contributions or other amounts payable by

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                Eaton or its Subsidiaries as of the Effective Time pursuant to each Eaton Benefit Plan in respect of
                current or prior plan years have been timely paid or accrued in accordance with US GAAP; (G) neither
                Eaton nor any of its Subsidiaries has engaged in a transaction in connection with which Eaton or its
                Subsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA
                or a tax imposed pursuant to Section 4975 or 4976 of the Code; and (H) there are no pending, threatened
                or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Eaton
                Benefit Plans or any trusts related thereto.
      (ii)      Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material
                Adverse Effect, each of the Eaton Benefit Plans intended to be “qualified” within the meaning of
                Section 401(a) of the Code (A) is so qualified, and there are no existing circumstances or any events that
                have occurred that would reasonably be expected to adversely affect the qualified status of any such plan,
                and (B) has received a favourable determination letter or opinion letter as to its qualification. Each such
                favourable determination letter has been provided or made available to Cooper.
      (iii)     Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material
                Adverse Effect, neither the execution and delivery of this Agreement nor the consummation of the
                transactions contemplated hereby (either alone or in conjunction with any other event) will (A) result in
                any payment (including severance, unemployment compensation, “excess parachute payment” (within
                the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to
                any current or former director or any employee of the Eaton Group under any Eaton Benefit Plan or
                otherwise, (B) increase any benefits otherwise payable under any Eaton Benefit Plan or (C) result in any
                acceleration of the time of payment, funding or vesting of any such benefits.
      (iv)      Since December 31, 2011, no Eaton Benefit Plan has been materially amended or otherwise materially
                modified to increase benefits (or the levels thereof) in a manner that would be material to the Eaton
                Group.
(j)   Absence of Certain Changes or Events . From December 31, 2011 through the date of this Agreement, other than
      the transactions contemplated by this Agreement, the businesses of Eaton and its Subsidiaries have been conducted,
      in all material respects, in the ordinary course of business. Since December 31, 2011, there has not been any event,
      development, occurrence, state of facts or change that has had, or would reasonably be expected to have,
      individually or in the aggregate, an Eaton Material Adverse Effect.
(k)   Investigations; Litigation . As of the date hereof, (i) there is no investigation or review pending (or, to the
      knowledge of Eaton, threatened) by any Relevant Authority with respect to Eaton or any of Eaton’s Subsidiaries or
      any of their respective properties, rights or assets, and (ii) there are no claims, actions, suits or proceedings pending
      (or, to the knowledge of Eaton, threatened) against Eaton or any of Eaton’s Subsidiaries or any of their

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      respective properties, rights or assets before, and there are no orders, judgments or decrees of, any Relevant
      Authority, which, in the case of sub-clause (i) or (ii), would reasonably be expected to have, individually or in the
      aggregate, an Eaton Material Adverse Effect.
(l)   Information Supplied . The information relating to Eaton, its Subsidiaries and the Eaton Merger Parties to be
      contained in the Joint Proxy Statement and the Form S-4 will not, on the date the Joint Proxy Statement (and any
      amendment or supplement thereto) is first mailed to Eaton Shareholders and at the time the Form S-4 is declared
      effective (and any amendment or supplement thereto) or at the time of the Eaton Shareholders Meeting, contain any
      untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in
      order to make the statements therein, at the time and in light of the circumstances under which they were made, not
      false or misleading. The Joint Proxy Statement and the Form S-4 (other than the portions thereof relating solely to
      the Court Meeting or the EGM) will comply in all material respects as to form with the requirements of both the
      Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the
      Scheme Document for which the Eaton Directors are responsible under the Takeover Rules and any related filings
      for which the Eaton Directors are responsible under the Takeover Rules will comply in all material respects as to
      form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this
      Clause 6.2(l), no representation or warranty is made by Eaton with respect to information or statements made or
      incorporated by reference in the Joint Proxy Statement and the Form S-4 which were not supplied by or on behalf
      of Eaton.
(m)   Tax Matters .
      Except as would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse
      Effect:
      (i)       all Tax Returns that are required to be filed by or with respect to Eaton or any of its Subsidiaries have
                been timely filed (taking into account any extension of time within which to file), and all such Tax
                Returns are true and complete;
      (ii)      Eaton and its Subsidiaries have paid all Taxes required to be paid by any of them, including any Taxes
                required to be withheld from amounts owing to any employee, creditor, or third party, except with respect
                to matters for which adequate reserves have been established in accordance with US GAAP in the most
                recent Eaton annual financial statement, as adjusted for operations in the ordinary course of business
                since the last date which is covered by such statement;
      (iii)     there is no audit, examination, deficiency, refund litigation, proposed adjustment, or matter in
                controversy with respect to any Taxes or Tax Return of Eaton or any of its Subsidiaries;
      (iv)      the Tax Returns of Eaton and each of its Subsidiaries have been examined by the applicable Tax
                Authority (or the applicable statutes of limitations for the assessment of income Taxes for such periods
                have expired) for all periods through and including 2006, and no

                                                  63
               deficiencies were asserted as a result of such examinations which have not been resolved and fully paid or
               accrued as a liability on the most recent Eaton annual financial statement;
      (v)      neither Eaton nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or
               agreed to any extension of time with respect to a Tax assessment or deficiency;
      (vi)     all Taxes due and payable by Eaton or any of its Subsidiaries have been adequately provided for, in
               accordance with US GAAP, in the financial statements of Eaton and its Subsidiaries for all periods
               ending on or before the date hereof;
      (vii)    neither Eaton nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled
               corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended
               to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or
               non-U.S. law) in the two years prior to the date of this Agreement;
      (viii)   none of Eaton or any of its Subsidiaries has any liability for Taxes of any Person (other than Eaton or any
               of its Subsidiaries) under U.S. Treasury Regulation § 1.1502-6 (or any similar provision of state, local, or
               non-U.S. law), as transferee or successor, by contract or otherwise;
      (ix)     there are no liens for Taxes upon any property or assets of Eaton or any of its Subsidiaries, except for
               Eaton Permitted Liens; and
      (x)      no private letter rulings, technical advice memoranda, or similar agreements or rulings have been entered
               into or issued by any Tax Authority with respect to Eaton or any of its Subsidiaries for any taxable year
               for which the statute of limitations has not yet expired.
(n)   Labour Matters .
      (i)      As of the date hereof, no member of the Eaton Group is a party to, or bound by, any collective bargaining
               agreement, contract or other agreement or binding understanding with a labour union or labour
               organisation. No member of the Eaton Group is subject to a labour dispute, strike or work stoppage
               except as would not have, individually or in the aggregate, an Eaton Material Adverse Effect. To the
               knowledge of Eaton, there are no organisational efforts with respect to the formation of a collective
               bargaining unit presently being made or threatened involving employees of the Eaton Group, except for
               those the formation of which would not have, individually or in the aggregate, an Eaton Material Adverse
               Effect.
      (ii)     Except as set forth in Section 6.2(n)(ii) of the Eaton Disclosure Schedule, the transactions contemplated
               by this Agreement will not require the consent of, or advance notification to, any works councils, unions
               or similar labour organisations with respect to employees of the Eaton Group, other than any such
               consents the failure of which to obtain or advance notifications the failure of which to provide as

                                                 64
                would not reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse
                Effect.
(o)   Intellectual Property . Except as would not reasonably be expected to have, individually or in the aggregate, an
      Eaton Material Adverse Effect, either Eaton or a Subsidiary of Eaton owns, or is licensed or otherwise possesses
      legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted.
      There are no pending or, to the knowledge of Eaton, threatened claims by any person alleging infringement by
      Eaton or its Subsidiaries for their use of any Intellectual Property in their respective businesses as currently
      conducted that would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse
      Effect. Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material
      Adverse Effect, to the knowledge of Eaton, the conduct of the businesses of Eaton and its Subsidiaries does not
      infringe upon any intellectual property rights or any other proprietary right of any person. As of the date hereof,
      neither Eaton nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to
      or in connection with the Intellectual Property used in their respective businesses which violation or infringement
      would reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.
(p)   Real Property .
      (i)       With respect to the real property owned by Eaton or any Subsidiary as of the date hereof (such property
                collectively, the “ Eaton Owned Real Property ”), except as would not reasonably be expected to have,
                individually or in the aggregate, an Eaton Material Adverse Effect, either Eaton or a Subsidiary of Eaton
                has good and valid title to such Eaton Owned Real Property, free and clear of all Liens, other than any
                such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and
                payable, being contested in good faith or for which adequate accruals or reserves have been established,
                (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien
                arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance
                sheet of Eaton or notes thereto or securing liabilities reflected on such balance sheet, (D) which was
                incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of
                Eaton or (E) which would not reasonably be expected to materially impair the continued use of the
                applicable property for the purposes for which the property is currently being used (any such Lien
                described in any of sub-clauses (A) through (E), a “ Eaton Permitted Lien ”). As of the date hereof,
                neither Eaton nor any of its Subsidiaries has received notice of any pending, and to the knowledge of
                Eaton there is no threatened, condemnation proceeding with respect to any Eaton Owned Real Property,
                except proceedings which would not reasonably be expected to have, individually or in the aggregate, an
                Eaton Material Adverse Effect.
      (ii)      Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material
                Adverse Effect, (A) each material lease, sublease and other agreement under which Eaton or any of its

                                                  65
                Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the
                material operations of Eaton and its Subsidiaries are conducted as of the date hereof (the “ Eaton Leased
                Real Property ”), is valid, binding and in full force and effect and (ii) no uncured default of a material
                nature on the part of Eaton or, if applicable, its Subsidiary or, to the knowledge of Eaton, the landlord
                thereunder exists with respect to any Eaton Leased Real Property. Except as would not reasonably be
                expected to have, individually or in the aggregate, an Eaton Material Adverse Effect, Eaton and each of
                its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other
                agreement applicable thereto, in each parcel of Eaton Leased Real Property, free and clear of all Liens,
                except for Eaton Permitted Liens. As of the date hereof, neither Eaton nor any of its Subsidiaries has
                received notice of any pending, and, to the knowledge of Eaton, there is no threatened, condemnation
                proceeding with respect to any Eaton Leased Real Property, except such proceeding which would not
                reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.
(q)   Opinion of Financial Advisor . The Eaton Board has received the opinion of each of Morgan Stanley & Co. LLC
      and Citigroup Global Markets Inc., dated the date of this Agreement, to the effect that, as of such date, the Merger
      Consideration to be received by the Eaton Shareholders pursuant to the Merger is fair to the Eaton Shareholders
      from a financial point of view.
(r)   Required Vote of Eaton Shareholders . The Eaton Shareholder Approval is the only vote of holders of securities of
      Eaton which is required to consummate the transactions contemplated hereby (other than, in the case of the Holdco
      Distributable Reserves Creation, the approval of the Eaton Distributable Reserves Resolution by the Eaton
      Shareholders).
(s)   Material Contracts .
      (i)       Except for this Agreement or any contracts filed as exhibits to the Eaton SEC Documents, as of the date
                hereof, neither Eaton nor any of its Subsidiaries is a party to or bound by any “material contract” (as such
                term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (all contracts of the type described in
                this Clause 6.2(s)(i), other than Eaton Benefit Plans, being referred to herein as “ Eaton Material
                Contracts ”).
      (ii)      Neither Eaton nor any Subsidiary of Eaton is in breach of or default under the terms of any Eaton
                Material Contract where such breach or default would reasonably be expected to have, individually or in
                the aggregate, an Eaton Material Adverse Effect. To the knowledge of Eaton, as of the date hereof, no
                other party to any Eaton Material Contract is in breach of or default under the terms of any Eaton
                Material Contract where such breach or default would reasonably be expected to have, individually or in
                the aggregate, an Eaton Material Adverse Effect. Except as would not reasonably be expected to have,
                individually or in the aggregate, an Eaton Material Adverse Effect, each Eaton Material Contract is a
                valid and binding obligation of Eaton or the Subsidiary of Eaton which is party thereto and, to the

                                                  66
                              knowledge of Eaton, of each other party thereto, and is in full force and effect, except that (i) such
                              enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganisation,
                              moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and
                              (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be
                              subject to equitable defences and to the discretion of the court before which any proceeding therefor may
                              be brought.
           (t)      Insurance . Except as would not reasonably be expected to have, individually or in the aggregate, an Eaton Material
                    Adverse Effect, as of the date hereof, (i) all current, material insurance policies and contracts of Eaton and its
                    Subsidiaries are in full force and effect and are valid and enforceable and cover against the risks as are customary in
                    all material respects for companies of similar size in the same or similar lines of business and (ii) all premiums due
                    thereunder have been paid. Neither Eaton nor any of its Subsidiaries has received notice of cancellation or
                    termination with respect to any material third party insurance policies or contracts (other than in connection with
                    normal renewals of any such insurance policies or contracts) where such cancellation or termination would
                    reasonably be expected to have, individually or in the aggregate, an Eaton Material Adverse Effect.
           (u)      Finders or Brokers . Except for Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., neither Eaton nor
                    any of its Subsidiaries has employed any investment banker, broker or finder in connection with the transactions
                    contemplated by this Agreement who might be entitled to any fee or any commission in connection with or upon
                    consummation of the Acquisition or the Merger.
           (v)      Financing . At the date of the Effective Time, Holdco will have sufficient cash, available lines of credit or other
                    sources of immediately available and cleared funds to enable Holdco to pay the aggregate Cash Consideration in
                    full as well as to make all other required payments payable in connection with the transactions contemplated under
                    this Agreement, including those payments required under the Cooper Equity Award Holder Proposal.
           (w)      No Other Representations . Except for the representations and warranties contained in this Clause 6.2 or in any
                    certificates delivered by Eaton in connection with the Completion pursuant to Condition 5(c), Cooper
                    acknowledges that neither Eaton nor any Representative of Eaton makes any other express or implied
                    representation or warranty with respect to Eaton or with respect to any other information provided or made
                    available to Cooper in connection with the transactions contemplated hereby, including any information,
                    documents, projections, forecasts or other material made available to Cooper or to Cooper’s Representatives in
                    certain “data rooms” or management presentations in expectation of the transactions contemplated by this
                    Agreement.

7.   ADDITIONAL AGREEMENTS
     7.1    Investigation
           (a)      Each of Cooper and Eaton shall afford the other Party and such other Party’s Representatives reasonable access
                    during normal business hours, throughout

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             the period from the release of the Rule 2.5 Announcement until the earlier of the Effective Time and the date, if
             any, on which the Agreement is terminated pursuant to Clause 9, to its and its Subsidiaries’ properties, employees,
             contracts, commitments, books and records, financial and operating data, any report, schedule or other document
             filed or received by it pursuant to the requirements of applicable Laws for purposes of integration planning.
             Notwithstanding the foregoing, neither Cooper nor Eaton shall be required to afford such access if it would
             unreasonably disrupt the operations of such Party or any of its Subsidiaries, would cause a violation of any
             agreement to which such Party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such
             Party or any of its Subsidiaries or would constitute a violation of any applicable Law (provided that the withholding
             Party shall use its reasonable endeavours to cause such information to be provided in a manner that would not result
             in such violation or loss of privilege). If any material is withheld by a Party pursuant to the preceding sentence,
             such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being
             withheld.
      (b)    The Parties hereby agree that all information provided to them or their respective Representatives in connection
             with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be
             Evaluation Material, as such term is used in, and shall be treated in accordance with, the Confidentiality
             Agreement.
7.2   Consents and Regulatory Approvals
      (a)    The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5
             Announcement and the Scheme Document, to the extent required by applicable Law.
      (b)    Subject to the terms and conditions hereof, the Parties each agree to use all reasonable endeavours to achieve
             satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme
             Document and in any event no later than the End Date.
      (c)    Subject to the terms and conditions hereof, Cooper, Eaton and each Eaton Merger Party shall use all reasonable
             endeavours to:
             (i)       take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the
                       other Party in doing, all things necessary, proper or advisable to consummate and make effective the
                       transactions contemplated hereby (including the Acquisition) as promptly as practicable;
             (ii)      as promptly as reasonably practicable, obtain from, make with or provide to any Relevant Authority any
                       Clearances required to be obtained, made or provided by Cooper or Eaton or any of their respective
                       Subsidiaries in connection with the consummation of the transactions contemplated hereby (including the
                       Acquisition);
             (iii)     as promptly as reasonably practicable, make all filings, and thereafter make any other required or
                       appropriate submissions, that are required or reasonably necessary to consummate the transactions
                       contemplated by this Agreement (including the Acquisition),

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                including (A) under the HSR Act (it being agreed that the Parties shall make their respective filings under
                the HSR Act no later than 15 Business Days after the date hereof), (B) under the EC Merger Regulation,
                (C) under any other Antitrust Laws or foreign investment Laws, (D) under the Takeover Rules and the
                Act or (E) as required by the High Court; and
      (iv)      as promptly as reasonably practicable, take reasonable actions to obtain from, make with or provide to
                any third party any Clearances required to be obtained, made or provided by Cooper or Eaton or any of
                their respective Subsidiaries in connection with the consummation of the transactions contemplated
                hereby (including the Acquisition); provided, however, that notwithstanding anything in this Agreement
                to the contrary, in no event shall Cooper or Eaton or any of their respective Subsidiaries be required to
                pay, prior to the Effective Time, any fee, penalty or other consideration to any third party for any
                Clearance required in connection with the consummation of the transactions contemplated by this
                Agreement (including the Acquisition) under any contract or agreement.
(d)   Subject to the terms and conditions hereof, including Clause 7.2(h), each of the Parties agrees, and shall cause each
      of their respective Subsidiaries, to cooperate and to use all reasonable endeavours to (i) obtain any Clearances
      required in connection with the consummation of the transactions contemplated hereby (including the Acquisition)
      under the HSR Act, the EC Merger Regulation and any other federal, state or foreign Law designed to prohibit,
      restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade (collectively, “ Antitrust
      Laws ”), and (ii) respond to any requests of any Relevant Authority for information or documentary material under
      any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action,
      and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether
      temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or
      the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “ Antitrust
      Order ”), provided that, notwithstanding anything to the contrary contained in this Agreement, Eaton shall, on
      behalf of the Parties, control and lead all communications and strategy relating to the Antitrust Laws (provided that
      Cooper is not constrained from complying with applicable Law). The Parties shall consult and cooperate with one
      another, and consider in good faith the views of one another, regarding the form and content of any analyses,
      appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on
      behalf of either Party in connection with proceedings under or relating to any Antitrust Law prior to their
      submission.
(e)   Subject to the proviso in Clause 7.2(d), Eaton and Cooper shall (i) promptly advise each other of (and Eaton or
      Cooper shall so advise with respect to communications received by any Subsidiary of Eaton or Cooper, as the case
      may be) any written or oral communication from any Relevant Authority or third party whose Clearance is required
      or reasonably necessary in connection with the consummation of the transactions contemplated by this Agreement
      (including the Acquisition); (ii) not participate in any meeting or discussion with any Relevant Authority in respect
      of any filing, investigation, or enquiry

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      concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other
      Party in advance, and, unless prohibited by such Relevant Authority, gives the other Party the opportunity to attend;
      and (iii) promptly furnish the other Party with copies of all correspondence, filings, and written communications
      between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its
      respective staff, on the other hand, with respect to this Agreement and the transactions contemplated by this
      Agreement, except that materials may be redacted (x) to remove references concerning the valuation of the
      businesses of Cooper or Eaton or their respective Affiliates, (y) as necessary to comply with contractual
      arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Eaton shall not
      consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the
      consummation of the transactions contemplated by this Agreement at the behest of any Relevant Authority without
      considering in good faith the views of Cooper and Cooper shall not consent to any voluntary extension of any
      statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated
      by this Agreement at the behest of any Relevant Authority without the consent of Eaton, which consent shall not be
      unreasonably withheld, conditioned or delayed. With respect to any notice, documentation or other communication
      required to be given by either Party to the other Party pursuant to this Clause 7.2(e), such first Party may give such
      notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such
      second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to,
      applicable Law.
(f)   Each Party will provide as promptly as practicable such information and documentary material as may be requested
      by a Relevant Authority following any such filing or notification and shall negotiate with any Relevant Authority in
      relation to any undertakings, orders, agreements or commitments which any such Relevant Authority requires to
      facilitate the Acquisition and the Merger.
(g)   In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior
      to the date that is one year after the date of this Agreement, the Parties shall use all reasonable endeavours to obtain
      consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the
      date that is one year after the date of this Agreement). If (i) the High Court and/or the Panel require the lapsing of
      the Scheme prior to the date that is one year after the date of this Agreement, (ii) the Scheme lapses pursuant to
      Rule 12(b)(i) of the Takeover Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses pursuant to
      paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of the Scheme failing to have become effective on
      or prior to the date that is one year after the date of this Agreement, the Parties shall (unless and until this
      Agreement is terminated pursuant to Clause 9) take all actions required in order to re-initiate the Scheme process as
      promptly as reasonably practicable (it being understood that no such lapsing described in sub-clause (i), (ii), (iii) or
      (iv) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under,
      this Agreement).

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(h)   In furtherance and not in limitation of the other covenants contained in this Clause 7.2, Eaton and Cooper agree to
      take, or cause to be taken (including by its Subsidiaries), any and all steps and to make, or cause to be made
      (including by its Subsidiaries), any and all undertakings necessary to resolve such objections, if any, that a Relevant
      Authority may assert under any Antitrust Law with respect to the Acquisition or the Merger, and to avoid or
      eliminate each and every impediment under any Antitrust Law that may be asserted by any Relevant Authority with
      respect to the Acquisition or the Merger, in each case, so as to enable the Completion to occur as promptly as
      practicable and in any event no later than the End Date, including (x) proposing, negotiating, committing to and
      effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses,
      assets, equity interests, product lines or properties of Eaton or Cooper (or any of their respective Subsidiaries) or
      any equity interest in any joint venture held by Eaton or Cooper (or any of their respective Subsidiaries),
      (y) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Eaton or Cooper
      or their respective Subsidiaries and (z) otherwise taking or committing to take any action that would limit Eaton’s
      freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity
      interests, product lines or properties of Eaton or Cooper (including any of their respective Subsidiaries) or any
      equity interest in any joint venture held by Eaton or Cooper (or any of their respective Subsidiaries), in each case as
      may be required in order to obtain all Clearances required directly or indirectly under any Antitrust Law or to avoid
      the commencement of any action to prohibit the Acquisition or the Merger under any Antitrust Law, or to avoid the
      entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or
      proceeding seeking to prohibit the Acquisition or the Merger or delay Completion beyond the End Date. To assist
      Eaton in complying with its obligations set forth in this Clause 7.2, Cooper shall, and shall cause its Subsidiaries to,
      enter into one or more agreements requested by Eaton to be entered into by any of them prior to the Completion
      with respect to any transaction to divest, hold separate or otherwise take any action that limits Cooper’s or its
      Subsidiaries’ freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or
      indirectly, any of the businesses, assets, equity interests, product lines or properties of Cooper or any of its
      Subsidiaries or any equity interest in any joint venture held by Cooper or any of its Subsidiaries (each, a “
      Divestiture Action ”); provided , however , that the consummation of the transactions provided for in any such
      agreement for a Divestiture Action shall be conditioned upon the Completion. Notwithstanding anything in this
      Agreement to the contrary, nothing in this Clause 7.2 shall require, or be deemed to require, Eaton or Cooper (or
      any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any
      action (including with respect to selling, holding separate or otherwise disposing of any business or assets or
      conducting its (or its Subsidiaries) or, following consummation of the Acquisition and the Merger, Holdco’s,
      business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to
      result in a material adverse effect on the business, operations or financial condition of Holdco (following
      consummation of the Acquisition and the Merger).

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7.3   Directors’ and Officers’ Indemnification and Insurance
      (a)    Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations
             on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer
             or employee of Cooper or any of its Subsidiaries provided for in their respective Organisational Documents or in
             any agreement to which Cooper or any of its Subsidiaries is a party in respect of actions or omissions occurring at
             or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out
             of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall
             continue in full force and effect in accordance with their terms. For a period of six (6) years after the Effective
             Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation
             in the Organisational Documents of Cooper and its Subsidiaries or in any agreement to which Cooper or any of its
             Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would
             adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors,
             officers or employees of Cooper or any of its Subsidiaries in respect of actions or omissions occurring at or prior to
             the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the
             transactions contemplated by this Agreement); provided , however , that in the event any claim, action, suit
             proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year
             period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to
             this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time,
             Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Cooper and its
             Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3
             without limit as to time.
      (b)    Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations
             on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer
             or employee of Eaton or any of its Subsidiaries provided for in their respective Organisational Documents or in any
             agreement to which Eaton or any of its Subsidiaries is a party in respect of actions or omissions occurring at or
             prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of
             the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue
             in full force and effect in accordance with their terms. For a period of six (6) years after the Merger Effective Time,
             Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the
             Organisational Documents of Eaton and its Subsidiaries or in any agreement to which Eaton or any of its
             Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would
             adversely affect the rights thereunder of any individuals who at any time prior to the Merger Effective Time were
             directors, officers or employees of Eaton or any of its Subsidiaries in respect of actions or omissions occurring at or
             prior to the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective
             Time arising out of the transactions contemplated by this Agreement); provided , however , that in

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      the event any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger
      Effective Time or within such six year period, all rights to indemnification, advancement of expenses or
      exculpation required to be continued pursuant to this Clause 7.3(b) in respect thereof shall continue until disposition
      thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and
      guaranty, and shall cause Eaton and its Subsidiaries to honour, in accordance with their respective terms, each of
      the covenants contained in this Clause 7.3 without limit as to time.
(c)   At and after the Effective Time, each of Holdco and Cooper shall, to the fullest extent permitted under applicable
      Law, indemnify and hold harmless each present and former director, officer or employee of Cooper or any of its
      Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company,
      joint venture, trust or other enterprise if such service was at the request or for the benefit of Cooper or any of its
      Subsidiaries (each, together with his or her respective heirs and representatives, a “ Cooper Indemnified Party ”
      and, collectively, the “ Cooper Indemnified Parties ”) against all costs and expenses (including advancing
      attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding
      or investigation to each Cooper Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses,
      claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action,
      suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal,
      administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a
      director, officer or employee of Cooper or any of its Subsidiaries or as a director, officer, member, trustee or
      fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the
      benefit of Cooper or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the
      Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the
      transactions contemplated by this Agreement).
(d)   At and after the Merger Effective Time, each of Holdco and Eaton shall, to the fullest extent permitted under
      applicable Law, indemnify and hold harmless each present and former director, officer or employee of Eaton or any
      of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another
      company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Eaton or any
      of its Subsidiaries (each, together with his or her respective heirs and representatives, a “ Eaton Indemnified Party
      ” and, collectively, the “ Eaton Indemnified Parties ” and, collectively with the Cooper Indemnified Parties, the “
      Indemnified Parties ”) against all costs and expenses (including advancing attorneys’ fees and expenses in
      advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Eaton
      Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and
      settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation
      (whether arising before, at or after the Merger Effective Time), whether civil, criminal, administrative or
      investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or

                                                  73
      employee of Eaton or any of its Subsidiaries or as a director, officer, member, trustee or fiduciary of another
      company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Eaton or any
      of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Merger Effective Time
      (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions
      contemplated by this Agreement).
(e)   For a period of six years from the Effective Time, Holdco shall cause to be maintained in effect (i) the coverage
      provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of
      the Completion Date maintained by Cooper and its Subsidiaries with respect to matters arising on or before the
      Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings
      to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less
      favourable to the insured) or (ii) a “tail” policy (which Cooper may purchase at its option prior to the Effective
      Time, and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations
      thereunder to be honoured by Cooper) under Cooper’s existing directors’ and officers’ insurance policy that covers
      those persons who are currently covered by Cooper’s directors’ and officers’ insurance policy in effect as of the
      date hereof for actions and omissions occurring at or prior to the Effective Time, is from a carrier with comparable
      credit ratings to Cooper’s existing directors’ and officers’ insurance policy carrier and contains terms and
      conditions that are no less favourable to the insured than those of Cooper’s directors’ and officers’ insurance policy
      in effect as of the date hereof; provided , however , that, after the Effective Time, Holdco shall not be required to
      pay annual premiums in excess of 300% of the last annual premium paid by Cooper prior to the date hereof in
      respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage
      as reasonably practicable for such amount.
(f)   For a period of six years from the Merger Effective Time, Holdco shall cause to be maintained in effect (i) the
      coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in
      effect as of the Completion Date maintained by Eaton and its Subsidiaries with respect to matters arising on or
      before the Merger Effective Time (provided that Holdco may substitute therefor policies with a carrier with
      comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and
      conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Eaton may purchase at its option
      prior to the Merger Effective Time, and, in such case, Holdco shall cause such policy to be in full force and effect,
      and shall cause all obligations thereunder to be honoured by Eaton) under Eaton’s existing directors’ and officers’
      insurance policy that covers those persons who are currently covered by Eaton’s directors’ and officers’ insurance
      policy in effect as of the date hereof for actions and omissions occurring at or prior to the Merger Effective Time, is
      from a carrier with comparable credit ratings to Eaton’s existing directors’ and officers’ insurance policy carrier
      and contains terms and conditions that are no less favourable to the insured than those of Eaton’s directors’ and
      officers’ insurance policy in effect as of the date hereof; provided , however , that, after the Merger Effective Time,
      Holdco shall not be

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             required to pay annual premiums in excess of 300% of the last annual premium paid by Eaton prior to the date
             hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much
             coverage as reasonably practicable for such amount.
      (g)    The rights of each Indemnified Party under this Clause 7.3 shall be in addition to, and not in limitation of, any other
             rights such Indemnified Party may have under the Organisational Documents of Cooper or any of its Subsidiaries
             or the Organisational Documents of Eaton or any of its Subsidiaries, as applicable, any agreement, any insurance
             policy, the Act (or any other applicable Law) or otherwise. The provisions of this Clause 7.3 shall survive the
             consummation of the Acquisition and the Merger and shall not be terminated or modified in such a manner as to
             adversely affect any Indemnified Person without the written consent of such affected Indemnified Person (it being
             expressly agreed that the Indemnified Parties shall be third party beneficiaries of this Clause 7.3 and shall be
             entitled to enforce the covenants contained in this Clause 7.3). Holdco shall pay all reasonable expenses, including
             attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations
             provided for in this Clause 7.3.
      (h)    In the event Holdco or any of its respective successors or assigns (i) consolidates with or merges into any other
             Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or
             (ii) transfers or conveys more than 50% of its properties and assets to any Person, then, and in each such case, to
             the extent necessary, proper provision shall be made so that the successors and assigns of Holdco assume the
             obligations set forth in this Clause 7.3.
7.4   Employment and Benefit Matters
      (a)    For a period of one year following the Effective Time, Holdco shall provide, or shall cause to be provided, to each
             Cooper Employee (i) base compensation and target annual cash bonus (as a percentage of base compensation) that,
             in each case, is no less favourable than was provided to such Cooper Employee immediately before the Effective
             Time, and (ii) other compensation opportunities and benefits (excluding severance benefits) that are substantially
             comparable, in the aggregate, either (A) to those generally made available to similarly situated Eaton employees
             under Holdco’s and Eaton’s compensation and benefit plans and programs, or (B) to those provided to such Cooper
             Employee immediately prior to the Effective Time, as determined by Holdco in its reasonable discretion. Further,
             and notwithstanding any other provision of this Agreement to the contrary, Holdco shall provide any Cooper
             Employee whose employment terminates during the one-year period following the Effective Time with severance
             benefits that are no less favourable than the severance benefits to which such Cooper Employee would have been
             entitled under the applicable Cooper Benefit Plan as of immediately prior to the Effective Time and during such
             one-year period following the Effective Time severance benefits shall be determined without taking into account
             any reductions after the Effective Time in base compensation or target annual cash bonus (as a percentage of base
             compensation). Notwithstanding any other provision of this Agreement, Holdco shall observe the provisions and
             obligations of any extant collective

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      bargaining agreements, and applicable Law pertaining thereto, that govern the employment of any Cooper
      Employees.
(b)   For purposes of vesting, eligibility to participate and level of benefits under the employee benefit plans of Holdco
      and Eaton providing benefits to any Cooper Employees after the Effective Time (the “ New Plans ”), each Cooper
      Employee shall be credited with his or her years of service with the Cooper Group and its predecessors before the
      Effective Time, to the same extent as such Cooper Employee was entitled, before the Effective Time, to credit for
      such service under any similar Cooper Benefit Plan in which such Cooper Employee participated or was eligible to
      participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to
      benefit accrual under any defined benefit pension plan or to the extent that its application would result in a
      duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of
      the foregoing, (A) each Cooper Employee shall be immediately eligible to participate, without any waiting time, in
      any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a
      Cooper Benefit Plan in which such Cooper Employee participated immediately before the Effective Time (such
      plans, collectively, the “ Old Plans ”), and (B) for purposes of each New Plan providing medical, dental,
      pharmaceutical and/or vision benefits to any Cooper Employee, Holdco shall use reasonable endeavours to cause
      (1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such
      employee and his or her covered dependents (but, with respect to Eaton’s long-term disability plans, only to the
      extent such pre-existing conditions are waived for Eaton employees), unless and to the extent the individual,
      immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans;
      provided , however , that if, as of the Effective Time, a Cooper Employee is on long-term disability under a Cooper
      long-term disability plan and the Eaton long-term disability plan would not cover such long-term disability, Holdco
      and Eaton shall maintain the Cooper long-term disability plan with respect to such individual, and (2) any eligible
      expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the
      Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into
      account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket
      requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such
      amounts had been paid in accordance with such New Plan.
(c)   Holdco and Eaton hereby acknowledges that a “change of control” (or similar phrase) within the meaning of those
      Cooper Benefit Plans set forth in Section 7.4(c) of the Cooper Disclosure Schedule will occur at or prior to the
      Effective Time, as applicable.
(d)   Eaton will cooperate with Cooper in respect of consultation obligations and similar notice and bargaining
      obligations owed to any employees or consultants of Cooper or any Subsidiary of Cooper in accordance with all
      applicable Laws and bargaining agreements, if any.
(e)   Without limiting the provisions of Section 7.4(a) hereof:

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              (i)        In the event that the Effective Time has not occurred by December 31, 2012, Cooper shall have the right
                         to pay, on or after January 1, 2013 and prior to the Effective Time, to each employee of the Cooper
                         Group who participates in an annual bonus or incentive plan in respect of calendar year 2012 (each, a “
                         2012 Bonus Plan Participant ”), an annual cash bonus in respect of fiscal year 2012 (collectively the “
                         2012 Bonuses ”) based on actual performance (subject to reduction based on the recommendation of the
                         Chief Executive Officer of Cooper as of the date of this Agreement or his designee).
              (ii)       In the event that the Effective Time occurs prior to such time as Cooper has paid 2012 Bonuses, Holdco
                         shall pay, on or prior to March 15, 2013, the 2012 Bonuses based on actual performance as of
                         December 31, 2012 (or, if not practicable, based on actual performance as of the Effective Time
                         extrapolated through December 31, 2012) to each 2012 Bonus Plan Participant who is employed by the
                         Cooper Group on the earlier of December 31, 2012 and the Effective Time and whose employment has
                         not been terminated for cause prior to the payment date.
      (f)      As of the Effective Time, Eaton hereby expressly assumes the MCAs set forth in Section 6.1(i)(v) of the Cooper
               Disclosure Schedule.
      (g)      Nothing in this Agreement shall confer upon any Cooper Employee any right to continue in the employ or service
               of Eaton or any Affiliate of Eaton, or shall interfere with or restrict in any way the rights of Eaton or any affiliate of
               Eaton, which rights are hereby expressly reserved, to discharge or terminate the services of any Cooper Employee
               at any time for any reason whatsoever, with or without cause. Notwithstanding any provision in this Agreement to
               the contrary, nothing in this Clause 7.4 shall (x) be deemed or construed to be an amendment or other modification
               of any Cooper Benefit Plan or employee benefit plan of Eaton, or (y) create any third party rights in any current or
               former service provider of Eaton, Cooper or any of their respective affiliates (or any beneficiaries or dependents
               thereof).
7.5   Stock Exchange Listing
      Holdco and Eaton shall use all reasonable endeavours to cause (i) the Holdco Shares to be delivered pursuant to the Merger
      and (ii) all of the Share Consideration to be issued in the Acquisition to be approved for listing on the NYSE, subject only to
      official notice of issuance, prior to the Completion Date.
7.6   Holdco Board of Directors
      Eaton and the Eaton Board and Holdco and the Holdco Board shall take all actions necessary so that, as of the Effective
      Time, the number of directors that comprise the full Holdco Board shall be twelve, and such board of directors shall upon
      the Effective Time consist of (i) the members of the Eaton Board as of immediately prior to the Effective Time and (ii) two
      individuals, who shall be members of the Cooper Board as of the date of this Agreement, to be selected by the Governance
      Committee of the Eaton Board pursuant to the director nomination process set forth in Eaton’s proxy statement on Schedule
      14A filed with the SEC on March 16, 2012. In the event that, prior to the Effective Time, any designee of Cooper to the
      Holdco Board is

                                                            77
      unable to serve on such board of directors, a replacement shall be similarly selected by the Governance Committee of the
      Eaton Board from the existing members of the Cooper Board as designated by Cooper.
7.7   Rule 16b-3 Actions
      Prior to the Effective Time, Holdco, Cooper and Eaton shall take all such steps as may be required to cause (a) any
      dispositions of Cooper Shares or Eaton Shares (including derivative securities with respect to Cooper Shares or Eaton
      Shares) resulting from the Acquisition or the Merger and the other transactions contemplated by this Agreement by each
      individual who will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Cooper or
      Eaton immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act and
      (b) any acquisitions of Holdco Shares, Eaton Shares or Cooper Shares (including derivative securities with respect to Holdco
      Shares, Eaton Shares or Cooper Shares) resulting from the Acquisition or the Merger and the other transactions
      contemplated by this Agreement, by each individual who may become or is reasonably expected to become subject to the
      reporting requirements of Section 16(a) of the Exchange Act with respect to Holdco to be exempt under Rule 16b-3
      promulgated under the Exchange Act.
7.8   Financing Cooperation
      (a)     Prior to the Completion Date, Cooper shall provide to Eaton, and shall cause its Subsidiaries to, and shall use all
              reasonable endeavours to cause the respective officers, employees and advisors and other Representatives,
              including legal and accounting, of Cooper and its Subsidiaries to, provide to Eaton and its Subsidiaries such
              cooperation as may be reasonably requested by Eaton in connection with the syndication and consummation of the
              Financing (provided that such requested cooperation does not unreasonably interfere with the business or
              operations of Cooper and its Subsidiaries), including (i) participating in a reasonable number of meetings,
              presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors
              and rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering
              documents, private placement memoranda, bank information memoranda, prospectuses and similar documents
              required or necessary in connection with the Financing, (iii) furnishing Eaton as promptly as reasonably practicable
              with financial and other pertinent information regarding Cooper and its Subsidiaries as may be reasonably
              requested by Eaton to consummate the Financing, including all financial statements and financial and other data in
              respect of Cooper and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K
              under the Securities Act if the Financing were registered on Form S-1 under the Securities Act, including audits
              thereof to the extent so required (which audits shall be unqualified, provided, that Eaton acknowledges that no
              audits other than those set forth in the Scheme Document, the Joint Proxy Statement or the Form S-4 are required),
              (iv) providing such documents and other information relating to Cooper and its Subsidiaries as may be reasonably
              required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating
              to the Financing, (v) using all reasonable endeavours to obtain the consents of Cooper’s accountants for use of their
              reports on the audited financial statements of Cooper in any materials relating to the Financing, (vi) using
              reasonable endeavours to obtain Cooper’s accountant’s comfort letters

                                                         78
               reasonably requested by Eaton, (vii) reasonably cooperating with requests for due diligence to the extent customary
               and reasonable, (viii) using reasonable endeavours to ensure that the Financing benefits from the existing lender
               relationships of Cooper and its Subsidiaries and (ix) providing such documentation and other information about
               Cooper and its Subsidiaries as is reasonably requested in writing by Eaton reasonably in advance of the Completion
               Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering
               rules and regulations, including without limitation, the USA PATRIOT ACT; provided that none of Cooper or any
               of its Subsidiaries shall be required to pay any commitment or other fee or incur any other cost or expense in
               connection with the Financing (other than fees and expenses of its accountants and attorneys that are promptly
               reimbursed by Eaton under Clause 7.8(b)); and provided, further, that (A) none of Cooper nor any of its
               Subsidiaries shall be required to incur any liability (other than the fees and expenses of its accountants and
               attorneys that are promptly reimbursed by Eaton under Clause 7.8(b)) in connection with the Financing prior to the
               Completion Date, (B) the Cooper Board and officers of Cooper prior to the Completion Date and the directors and
               officers of the Subsidiaries of Cooper prior to Completion Date shall not be required to adopt resolutions approving
               the agreements, documents and instruments pursuant to which the Financing is obtained, (C) none of Cooper nor
               any of its Subsidiaries shall be required to execute, prior to the Completion Date, any definitive financing
               agreements, including any credit or other agreements in connection with the Financing, and (D) except as expressly
               provided above, none of Cooper nor any of its Subsidiaries shall be required to take any corporate actions prior to
               the Completion Date to permit the consummation of the Financing.
       (b)      Eaton shall, promptly upon request by Cooper, reimburse Cooper for all reasonable documented out-of-pocket costs
                and expenses incurred by Cooper or its Subsidiaries in connection with such cooperation and shall indemnify and
                hold harmless Cooper, its Subsidiaries and their respective Representatives (including the Cooper Board and
                officers of Cooper or any of its Subsidiaries prior to the Completion Date) from and against any and all liabilities,
                losses, damages, claims, expenses, interest, judgments and penalties suffered or incurred by them in connection
                with the syndication or consummation of the Financing, any information utilised in connection therewith (other
                than information provided by Cooper or its Subsidiaries in accordance with the terms hereof) and any action taken
                by them at the request of Eaton or its Representatives.
7.9    Dividends
       After the date of this Agreement, each of Eaton and Cooper shall coordinate with the other the payment of dividends with
       respect to Eaton Shares and Cooper Shares and the record dates and payment dates relating thereto, it being the intention of
       the Parties that holders of Eaton Shares and Cooper Shares shall not receive two dividends, or fail to receive one dividend,
       for any single calendar quarter with respect to their Eaton Shares and Cooper Shares or any Holdco Shares that any such
       holder receives in connection with the Acquisition or the Merger.
7.10   Creation of Distributable Reserves

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       (a)      Unless Eaton and Cooper otherwise agree, (i) Eaton shall use all reasonable endeavours to submit to the vote of the
                Eaton Shareholders at the Eaton Shareholders Meeting a resolution (the “ Eaton Distributable Reserves
                Resolution ”) to approve the reduction of the share premium of Holdco to allow the creation of distributable
                reserves of Holdco (the “ Holdco Distributable Reserves Creation ”) and (ii) Cooper shall use all reasonable
                endeavours to submit to the vote of the Cooper Shareholders at the EGM a resolution to approve the reduction of
                share premium of Holdco to allow the Holdco Distributable Reserves Creation (the “ Cooper Distributable
                Reserves Resolution ”).
       (b)      The Parties agree that none of the approval of the Eaton Distributable Reserves Resolution, the approval of the
                Cooper Distributable Reserves Resolution or the implementation of the Holdco Distributable Reserves Creation
                shall be a condition to the Parties’ obligation to effect the Acquisition or the Merger.
       (c)      Subject to approval of the Cooper Distributable Reserves Resolution by the Cooper Shareholders and the Eaton
                Distributable Reserves Resolution by the Eaton Shareholders, Eaton and Holdco shall:
               (i)        prior to Completion, procure the passing of a resolution of the shareholders of Holdco providing for the
                          reduction of share capital of Holdco in order to allow an application to be made under section 72 of the
                          Act to the High Court to allow for the Holdco Distributable Reserves Creation; and
               (ii)       as promptly as reasonably practicable following Completion, prepare and file an application to the High
                          Court for an order pursuant to the Act approving the Holdco Distributable Reserves Creation.
7.11   Certain Holdco Shareholder Resolutions
       Prior to Completion, Eaton and Holdco shall procure the passing of resolutions of the shareholders of Holdco providing for:
       (a)      the reregistration of Holdco as a public limited company;
       (b)      the acquisition of ordinary shares of Holdco denominated in euro; and
       (c)      the purchase of its own shares and reissue of treasury shares.
7.12   Holdco’s Obligations
       Eaton agrees that it will (i) cause Holdco to perform its obligations under this Agreement in accordance with the terms
       hereof and (ii) be responsible for any liability of Holdco under this Agreement.
7.13   Transaction Litigation
       Subject to any fiduciary duties of the board of directors of Cooper or any of its Subsidiaries, Cooper shall consult and
       cooperate with Eaton in Cooper’s defence or settlement of any shareholder litigation (other than any litigation or settlement
       where the interests of Cooper or any of its Affiliates are adverse to those of Eaton, any Eaton Merger Party or any of their
       respective Affiliates) against Cooper or its

                                                            80
           directors or executive officers relating to the transactions contemplated by this Agreement or the Expenses Reimbursement
           Agreement.

8.   COMPLETION OF ACQUISITION AND MERGER
     8.1   Completion
           (a)     Completion Date:
                   (i)       Completion shall take place at 9:00 a.m., New York City time, on a date to be agreed by the Parties,
                             being not more than 3 Business Days (or such shorter period of time as remains before 11:59 p.m., New
                             York City time, on the End Date) after the satisfaction or, in the sole discretion of the applicable Party,
                             waiver (where applicable) of all of the Conditions (“ Completion Date ”) with the exception of
                             Condition 2(d) (delivery and registration of the Court Order and a copy of the minute required by
                             Section 75 of the Act) (but subject to the satisfaction of such Condition).
                   (ii)      Completion shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,
                             New York, New York, 10017.
           (b)     On or prior to Completion:
                   (i)       Cooper shall procure that a meeting of the Cooper Board (or a duly authorised committee thereof) is held
                             at which resolutions are passed (conditional on registration of the Court Order with the Registrar of
                             Companies occurring and effective as of the Effective Time) approving:
                             (A)      the allotment and issue to Holdco (and/or its nominees) in accordance with the Scheme of the
                                      number of new shares in the capital of Cooper provided for in the Scheme;
                             (B)      the removal of the directors of Cooper as Holdco shall determine; and
                             (C)      the appointment of such persons as Holdco may nominate as the directors of Cooper.
                   (ii)      Eaton shall procure the consummation of the steps set out in paragraphs 1 through 6 set forth on Exhibit
                             8.1(b)(ii) in accordance therewith.
           (c)     On Completion:
                   (i)       Holdco shall, in respect of each Cooper Share subject to the Scheme (together with the preferred share
                             purchase rights granted pursuant to the Cooper Rights Agreement, if any):
                             (A)      pay $39.15 in cash (the “ Cash Consideration ”) to the applicable Cooper Shareholder; and
                             (B)      issue 0.77479 (the “ Exchange Ratio ”) of a Holdco Share (“the “ Share Consideration ” and,
                                      together with the Cash

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                      Consideration and any cash in lieu of Fractional Entitlements due a holder, the “ Scheme
                      Consideration ”) to the applicable Cooper Shareholder (and/or their nominees), which Share
                      Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of
                      Liens and pre-emptive rights; provided , however , that no fractions of Holdco Shares (the “
                      Fractional Entitlements ”) shall be issued by Holdco to the Cooper Shareholders under this
                      Clause 8.1(c)(i)(B), and all Fractional Entitlements shall be aggregated and sold in the market by
                      the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Cooper
                      Shareholders;
              in each case, in accordance with the Scheme; and
      (ii)    Cooper shall deliver to Holdco:
              (A)     a certified copy of the resolutions referred to in Clause 8.1(b)(i);
              (B)     letters of resignation from the directors that are removed from Cooper in accordance with Clause
                      8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without
                      any claim or right of action of any nature whatsoever outstanding against Cooper or the Cooper
                      Group or any of their officers or employees for breach of contract, compensation for loss of
                      office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the
                      removal); and
              (C)     share certificates in respect of the aggregate number of shares in the capital of Cooper to be
                      issued to Holdco (and/or its nominees) in accordance with the Scheme.
      (iii)   Cooper shall cause an office copy of the Court Order and a copy of the minute required by Section 75 of
              the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a
              Certificate of Registration in relation to the reduction of share capital involved in the Scheme.
      (iv)    Eaton and Holdco shall cause the Holdco Memorandum and Articles of Association to be amended and
              restated in their entirety in such form as the Parties, acting reasonably, mutually agree (including passing
              appropriate resolutions for this purpose).
(d)   Exchange of Cooper Shares
      (i)     Exchange Agent . On or immediately after the Completion, Holdco shall deposit, or cause to be
              deposited, with the Exchange Agent, for the benefit of the Cooper Shareholders, (i) evidence of shares in
              book entry form representing the aggregate Share Consideration and (ii) cash in an amount equal to the
              aggregate amount of Cash Consideration. All shares and cash deposited with the Exchange

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        Agent pursuant to the preceding sentence shall hereinafter be referred to as the “ Cooper Exchange Fund
        ”.
(ii)    Exchange Procedures . As soon as reasonably practicable after the Effective Time, and in any event
        within four (4) Business Days after the Effective Time, Holdco shall cause the Exchange Agent to mail to
        each holder of record of a Cooper Share, entitled at the Effective Time to a right to receive the Scheme
        Consideration pursuant to Clause 8.1(c)(i), (i) a letter of transmittal (which shall specify that delivery
        shall be effected, and that risk of loss and title to the Cooper Shares shall pass, only upon adherence to
        the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender
        of the Cooper Shares in exchange for payment of the Scheme Consideration therefor. Upon surrender of
        Cooper Shares, which at the Effective Time were cancelled and converted into the right to receive the
        Scheme Consideration, to the Exchange Agent, together with such letter of transmittal, duly completed
        and validly executed in accordance with the instructions thereto, and such other documents as may
        reasonably be required by the Exchange Agent, the holder of such Cooper Shares shall be entitled to
        receive in exchange therefor: (a) a check in an amount of U.S. dollars (after giving effect to any required
        withholdings pursuant to Clause 8.1(d)(v)) equal to the aggregate Cash Consideration payable to such
        holder in respect thereof pursuant to Clause 8.1(c)(i)(A) and the amount of any cash payable in lieu of
        any Fractional Entitlements that such holder has the right to receive pursuant to Clause 8.1(c)(i)(B) and
        (b) that number of Holdco Shares into which such holder’s properly surrendered Cooper Shares were
        converted pursuant to Clause 8.2(c)(i)(B). No interest shall be paid or shall accrue for the benefit of
        holders of the Cooper Shares on the Scheme Consideration payable in respect of the Cooper Shares.
(iii)   Termination of Cooper Exchange Fund . Any portion of the Cooper Exchange Fund which has not been
        transferred to the holders of Cooper Shares as of the one-year anniversary of the Effective Time shall be
        delivered to Holdco or its designee, upon demand, and the Holdco Shares included therein shall be sold at
        the best price reasonably obtainable at the time. Any holder of Cooper Shares who has not complied with
        this Clause 8.1(d) prior to the one-year anniversary of the Effective Time shall thereafter look only to
        Holdco for payment of such holder’s claim for the Scheme Consideration (subject to abandoned property,
        escheat or other similar applicable Laws).
(iv)    No Liability . None of the Eaton Merger Parties, Eaton or Cooper or the Exchange Agent or any of their
        respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of
        any Scheme Consideration (or dividends or distributions with respect thereto) from the Cooper Exchange
        Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar
        Law.
(v)     Withholding . Holdco and the Exchange Agent shall be entitled to deduct and withhold from any amount
        payable pursuant to this

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                         Agreement to any Person who was a holder of a Cooper Share subject to the Scheme such amounts as
                         Holdco or the Exchange Agent may be required to deduct and withhold with respect to the making of
                         such payment under the Code or any other provision of federal, state, local or non-U.S. Tax law. To the
                         extent that amounts are so withheld by Holdco or the Exchange Agent, such withheld amounts shall be
                         treated for all purposes of this Agreement as having been paid to the person to whom such consideration
                         would otherwise have been paid.
8.2   Merger
      (a)      Completion of Merger . The Merger shall be conditioned only upon the concurrent consummation and
               implementation of the Scheme and the Acquisition. On Completion, and in accordance with the OGCL, MergerSub
               shall be merged with and into Eaton at the Merger Effective Time (as defined in Clause 8.2(b)). Following the
               Merger, the separate corporate existence of MergerSub shall cease and Eaton shall continue as the surviving
               corporation (the “ Surviving Corporation ”). As a result of the Merger, the Surviving Corporation shall become a
               direct, wholly owned subsidiary of EHC and an indirect, wholly owned subsidiary of Holdco.
      (b)      Merger Effective Time . Subject to the provisions of this Agreement, a certificate of merger satisfying the
               applicable requirements of the OGCL shall be duly executed by Eaton and MergerSub and as soon as practicable
               following the Completion shall be filed on the Completion Date with the Secretary of State of the State of Ohio (the
               “ Certificate of Merger ”). The Merger shall become effective at the time of the filing of the Certificate of Merger
               with the Secretary of State of the State of Ohio or at such later time as may be designated jointly by Eaton and
               Cooper and specified in such Certificate of Merger; provided that the Merger shall become effective substantially
               concurrently with the effectiveness of the Scheme, to the extent possible (the time the Merger becomes effective
               being the “ Merger Effective Time ”).
      (c)      Effects of the Merger . At and after the Merger Effective Time, the Merger will have the effects set forth in the
               Certificate of Merger and the OGCL. Without limiting the generality of the foregoing, and subject thereto, at the
               Merger Effective Time, the separate corporate existence of MergerSub shall cease and all the property, rights,
               privileges, powers and franchises of Eaton and MergerSub shall be vested in the Surviving Corporation, and all
               debts, liabilities and duties of Eaton and MergerSub shall become the debts, liabilities and duties of the Surviving
               Corporation.
      (d)      Governing Documents . The Articles of Incorporation and Regulations of the Surviving Corporation shall be
               amended as of the Merger Effective Time so as to read in their entirety as the Articles of Incorporation and
               Regulations of MergerSub as in effect immediately prior to the Merger Effective Time, except for the incorporator
               and except that the Surviving Corporation shall retain Eaton’s name.
      (e)      Officers and Directors . From and after the Merger Effective Time, the officers of Eaton immediately before the
               Merger Effective Time shall be the

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      officers of the Surviving Corporation immediately after the Merger Effective Time.
(f)   Effect on Capital Stock . At the Merger Effective Time, by virtue of the Merger and without any action on the part
      of the Parties or any of their respective shareholders:
      (i)       Conversion of Eaton Common Stock . Each Eaton Share issued and outstanding immediately prior to the
                Merger Effective Time, and all rights in respect thereof, shall be cancelled and automatically converted
                into and become the right to receive one Holdco Share (the “ Merger Consideration ”) from EHC or
                MergerSub, as applicable. As a result of the Merger, at the Merger Effective Time, each holder of record
                of a certificate or certificates which immediately prior to the Merger Effective Time represented
                outstanding Eaton Shares (the “ Eaton Certificates ”) and each holder of record of a non-certificated
                outstanding Eaton Share represented by book entry (“ Eaton Book Entry Shares ”) shall cease to have
                any rights with respect thereto, except the right to receive the consideration payable in respect of the
                Eaton Shares represented by such Eaton Certificate or Eaton Book Entry Share (as applicable)
                immediately prior to the Merger Effective Time to be issued in accordance with Clause 8.2(g).
      (ii)      MergerSub Capital Stock . At the Merger Effective Time, by virtue of the Merger and without any action
                on the part of the Parties or any of their respective shareholders, each share of common stock of
                MergerSub issued and outstanding immediately prior to the Merger Effective Time, and all rights in
                respect thereof, shall forthwith be cancelled and cease to exist and be converted into one fully paid and
                nonassessable share of common stock of the Surviving Corporation, which shall constitute the only
                outstanding shares of capital stock of the Surviving Corporation and which shall be held by EHC.
      (iii)     Cancellation of Holdco Shares . Each Holdco Subscriber Share in existence immediately prior to the
                Merger Effective Time shall immediately following the Effective Time be acquired by Holdco for nil
                consideration under the Companies (Amendment) Act 1983.
      (iv)      Eaton-Owned Shares . Each Eaton Share held by Eaton as treasury stock or owned by Eaton immediately
                prior to the Merger Effective Time, shall be cancelled without any conversion thereof, and no
                consideration shall be paid with respect thereto.
(g)   Exchange of Certificates and Book Entry Shares .
      (i)       Exchange Agent . At the Merger Effective Time, EHC and MergerSub shall deposit with the Exchange
                Agent, certificates or, at Holdco’s option, evidence of shares in book entry form, representing all of
                the Holdco Shares in issue immediately prior to the Merger Effective Time (other than the Holdco
                Subscriber Shares). All certificates representing Holdco Shares deposited with the Exchange Agent
                pursuant to the preceding sentence shall hereinafter be referred to as the “ Eaton Exchange Fund ”.

                                                85
(ii)    Exchange Procedures . As soon as reasonably practicable after the Merger Effective Time, and in any
        event within four (4) Business Days after the Merger Effective Time, Holdco shall cause the Exchange
        Agent to mail to each holder of record of an Eaton Certificate and to each holder of record of an Eaton
        Book Entry Share, which at the Merger Effective Time were converted into the right to receive the
        Merger Consideration pursuant to Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that
        delivery shall be effected, and that risk of loss and title to the Eaton Certificates shall pass, only upon
        delivery of the Eaton Certificates to the Exchange Agent or, in the case of Eaton Book Entry Shares,
        upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in
        effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange
        for payment of the Merger Consideration therefor. Upon surrender of Eaton Certificates or Eaton Book
        Entry Shares (as applicable) for cancellation to the Exchange Agent, together with such letter of
        transmittal, duly completed and validly executed in accordance with the instructions thereto, and such
        other documents as may reasonably be required by the Exchange Agent, the holder of such Eaton
        Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor:
        (a) that number of Holdco Shares into which such holder’s Eaton Shares represented by such holder’s
        properly surrendered Eaton Certificates or Eaton Book Entry Shares (as applicable) were converted
        pursuant to Clause 8.2(f)(i), and the Eaton Certificates or Eaton Book Entry Shares (as applicable) so
        surrendered shall forthwith be cancelled, and (b) a check in an amount of U.S. dollars (after giving effect
        to any required withholdings pursuant to Clause 8.2(g)(ix)) equal to any cash dividends or other
        distributions that such holder has the right to receive pursuant to Clause 8.2(g)(iv). No interest shall be
        paid or shall accrue for the benefit of holders of the Eaton Certificates or Eaton Book Entry Shares on the
        Merger Consideration payable in respect of the Eaton Certificates or Eaton Book Entry Shares.
(iii)   Transferred Certificates; Lost, Stolen or Destroyed Certificates . If payment or issuance of the Merger
        Consideration is to be made to a person other than the person in whose name the surrendered Eaton
        Certificate is registered, it shall be a condition of payment or issuance that the Eaton Certificate so
        surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the
        person requesting such payment or issuance shall have paid to the Exchange Agent any transfer and other
        taxes required by reason of the payment or issuance of the Merger Consideration to a person other than
        the registered holder of the Eaton Certificate surrendered or shall have established to the satisfaction of
        the Exchange Agent that such tax either has been paid or is not applicable. In the event that any Eaton
        Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement
        requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a
        bond in customary amount as indemnity against any claim that may be made against it with respect to the
        Eaton Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Eaton

                                         86
       Certificate the applicable Merger Consideration payable in respect of the Eaton Shares represented by the
       Eaton Certificate pursuant to this Clause 8.2.
(iv)   Distributions with Respect to Unexchanged Shares . No dividends or other distributions with respect to
       Holdco Shares with a record date after the Merger Effective Time shall be paid to the holder of any
       unsurrendered Eaton Certificate or Eaton Book Entry Shares (as applicable) with respect to the Eaton
       Shares represented thereby until such Eaton Certificate or Eaton Book Entry Shares (as applicable) has
       been surrendered in accordance with this Clause 8.2. Subject to applicable Law and the provisions of this
       Clause 8.2, following surrender of any such Eaton Certificate or Eaton Book Entry Shares (as applicable),
       there shall be paid to the record holder thereof by the Exchange Agent, without interest promptly after
       such surrender, (a) the number of Holdco Shares to which such record holder was entitled pursuant to this
       Clause 8.2, (b) at the time of surrender, the amount of dividends or other distributions with a record date
       on or after the date of the Merger Effective Time and a payment date on or prior to the date of this
       surrender and not previously paid and (c) at the appropriate payment date, the dividends or other
       distributions payable with respect to those Holdco Shares with a record date on or after the date of the
       Merger Effective Time but with a payment date subsequent to surrender.
(v)    No Further Ownership Rights in Eaton Shares . Until surrendered as contemplated hereby, each Eaton
       Certificate or Eaton Book-Entry Share shall, after the Merger Effective Time, represent for all purposes
       only the right to receive upon such surrender the applicable Merger Consideration as contemplated by
       this Clause 8.2, the issuance or payment of which shall be deemed to be the satisfaction in full of all
       rights pertaining to Eaton converted in the Merger. At the Merger Effective Time, the stock transfer
       books of Eaton shall be closed, and there shall be no further registration of transfers on the stock transfer
       books of the Surviving Corporation of the Eaton Shares which were outstanding immediately prior to the
       Merger Effective Time. If, after the Merger Effective Time, Eaton Certificates or Eaton Book Entry
       Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be
       cancelled and exchanged as provided in this Clause 8.2.
(vi)   Termination of Eaton Exchange Fund . Any portion of the Eaton Exchange Fund which has not been
       transferred to the holders of Eaton Certificates or Eaton Book Entry Shares (as applicable) as of the
       one-year anniversary of the Merger Effective Time shall be delivered to Holdco or its designee, upon
       demand, and the Holdco Shares included therein shall be sold at the best price reasonably obtainable at
       that time. Any holder of Eaton Certificates or Eaton Book Entry Shares (as applicable) who has not
       complied with this Clause 8.2 prior to the one-year anniversary of the Merger Effective Time shall
       thereafter look only to Holdco for payment of such holder’s claim for the Merger Consideration (subject
       to abandoned property, escheat or other similar applicable Laws).

                                         87
            (vii)     No Liability . None of the Eaton Merger Parties, Eaton or Cooper or the Exchange Agent or any of their
                      respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of
                      any Holdco Shares (or dividends or distributions with respect thereto) from the Eaton Exchange Fund
                      delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
            (viii)    Withholding . EHC, MergerSub and the Exchange Agent shall be entitled to deduct and withhold from
                      any amount payable pursuant to this Agreement to any Person who was a holder of Eaton Shares
                      immediately prior to the Merger Effective Time such amounts as EHC, MergerSub or the Exchange
                      Agent may be required to deduct and withhold with respect to the making of such payment under the
                      Code or any other provision of federal, state, local or non-U.S. Tax law. To the extent that amounts are so
                      withheld by EHC, MergerSub or the Exchange Agent, such withheld amounts shall be treated for all
                      purposes of this Agreement as having been paid to the person to whom such consideration would
                      otherwise have been paid.
8.3   Eaton Share Awards
      (a)   The Eaton Board or the appropriate committee thereof shall take all action necessary so that:
            (i)       Each option or other right to acquire Eaton Shares granted under any Eaton Share Plan (an “ Eaton
                      Share Option ”) that is outstanding immediately prior to the Effective Time shall, as of the Effective
                      Time, cease to represent an option or other right to acquire Eaton Shares and shall be converted, at the
                      Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the
                      Eaton Share Option (but taking into account any changes thereto provided for in the applicable Eaton
                      Share Plan, in any applicable award agreement or in such option), that number of Holdco Shares equal to
                      the number of Eaton Shares subject to such Eaton Share Option immediately prior to the Effective Time,
                      at a price per share equal to the per share exercise price specified in such Eaton Share Option
                      immediately prior to the Effective Time;
            (ii)      Each issued and outstanding Eaton Share subject to vesting or other lapse restrictions pursuant to the
                      Eaton Share Plans immediately prior to the Effective Time (a “ Restricted Eaton Share ”) shall, as of
                      the Effective Time, cease to represent a right to acquire an Eaton Share and shall be converted into the
                      right to receive a Holdco Share, subject to the same terms and conditions (including vesting and other
                      lapse restrictions) as were applicable to the Restricted Eaton Share in respect of which it was issued; and
            (iii)     Each stock-based award, other than an Eaton Share Option or Restricted Eaton Share (“ Other Eaton
                      Share-Based Awards ”), granted under any Eaton Share Plan and outstanding immediately prior to the
                      Effective Time shall, as of the Effective Time, cease to represent an award based on Eaton Shares and
                      shall be converted into an award based on a number of Holdco Shares equal to the number of

                                                        88
                            Eaton Shares covered by such Other Eaton Share-Based Award, provided that such a converted
                            stock-based right or award shall be subject to the same terms and conditions (including the vesting terms)
                            as were applicable to such Other Eaton Share-Based Award in respect of which it was issued.
           (b)     As soon as practicable after the Effective Time, Holdco shall deliver to the holders of Eaton Share Options,
                   Restricted Eaton Shares and Other Eaton Share-Based Awards appropriate notices setting forth such holders’ rights
                   pursuant to the Eaton Share Plans, and the agreements evidencing the grants of such Eaton Share Options,
                   Restricted Eaton Shares and Other Eaton Share-Based Awards, as the case may be, shall continue in effect on the
                   same terms and conditions (subject to the adjustments required by this Clause 8.3 after giving effect to the Merger
                   and the assumption by Holdco as set forth above).
           (c)     Holdco shall take all corporate action necessary to reserve for issuance a sufficient number of Holdco Shares for
                   delivery with respect to Eaton Share Options, Restricted Eaton Shares and Other Eaton Share-Based Awards
                   assumed by it in accordance with this Clause 8.3. As of the Effective Time, if requested by Eaton prior to the
                   Effective Time, Holdco shall file a registration statement on Form S-8 (or any successor or other appropriate form)
                   with respect to the Holdco Shares subject to such Eaton equity awards and shall maintain the effectiveness of such
                   registration statement or registration statements (and maintain the current status of the prospectus or prospectuses
                   contained therein) for so long as such Eaton equity awards remain outstanding. With respect to those individuals
                   who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange
                   Act, where applicable, Holdco shall administer the Eaton Share Plans assumed pursuant to this Clause 8.3 in a
                   manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the applicable Eaton
                   Share Plan complied with such rule prior to the Merger.

9.   TERMINATION
     9.1   Termination
           (a)     This Agreement may be terminated at any time prior to the Effective Time:
                   (i)       by either Cooper or Eaton if:
                            (A)      the Court Meeting or the EGM shall have been completed and the Court Meeting Resolution or
                                     the EGM Resolutions, as applicable, shall not have been approved by the requisite majorities; or
                            (B)      the Eaton Shareholders Meeting shall have been completed and the Eaton Shareholder Approval
                                     shall not have been obtained;
                   (ii)      by either Cooper or Eaton if the Effective Time shall not have occurred by 11:59 p.m., New York City
                             time, on the End Date, provided that the right to terminate this Agreement pursuant to this Clause
                             9.1(a)(ii) shall not be available to a Party whose breach of any

                                                              89
               provision of this Agreement shall have caused the failure of the Effective Time to have occurred by such
               time;
      (iii)     by either Cooper or Eaton if the High Court declines or refuses to sanction the Scheme, unless both
                Parties agree that the decision of the High Court shall be appealed;
      (iv)      by either Cooper or Eaton if an injunction shall have been entered permanently restraining, enjoining or
                otherwise prohibiting the consummation of the Acquisition or the Merger and such injunction shall have
                become final and non-appealable, provided that the right to terminate this Agreement pursuant to this
                Clause 9.1(a)(iv) shall not be available to a Party whose breach of any provision of this Agreement shall
                have caused such injunction;
      (v)       by Cooper, if any Eaton Party shall have breached or failed to perform in any material respect any of its
                representations, warranties, covenants or other agreements contained in this Agreement, which breach or
                failure to perform (1) would result in a failure of Conditions 1, 2, 3 or 5 and (2) is not reasonably capable
                of being cured by the date that is one year after the date of this Agreement, provided that, Cooper shall
                have given Eaton written notice, delivered at least 30 days prior to such termination, stating Cooper’s
                intention to terminate this Agreement pursuant to this Clause 9.1(a)(v) and the basis for such termination;
      (vi)      by Eaton, if Cooper shall have breached or failed to perform in any material respect any of its
                representations, warranties, covenants or other agreements contained in this Agreement, which breach or
                failure to perform (1) would result in a failure of a Condition set forth in Conditions 1, 2, 3 or 4 and (2) is
                not reasonably capable of being cured by the date that is one year after the date of this Agreement,
                provided that, Eaton shall have given Cooper written notice, delivered at least 30 days prior to such
                termination, stating Eaton’s intention to terminate this Agreement pursuant to this Clause 9.1(a)(vi) and
                the basis for such termination;
      (vii)     by Eaton, in the event that a Cooper Change of Recommendation shall have occurred;
      (viii)    by Cooper, in the event that an Eaton Change of Recommendation shall have occurred;
      (ix)      by Cooper, pursuant to Clause 5.3(i)(i);
      (x)       by mutual written consent of Cooper and Eaton.
(b)   Termination of this Agreement in accordance with Clause 9.1(a) shall not give rise to any liability of the Parties
      except as provided in the Expenses Reimbursement Agreement. Clause 10 (other than Clauses 10.1 and 10.11) of
      this Agreement shall survive, and continue in full force and effect, notwithstanding its termination.
(c)   Upon:

                                                  90
                     (i)        Eaton becoming entitled to an Eaton Reimbursement Payment, Cooper shall have no further liability in
                                connection with the termination of this Agreement (for the avoidance of doubt, other than the obligation
                                to pay Eaton Reimbursement Payments pursuant to the Expenses Reimbursement Agreement), whether
                                under the Expenses Reimbursement Agreement or this Agreement or otherwise, to Eaton or its
                                shareholders; or
                     (ii)       Cooper becoming entitled to the Reverse Termination Payment, Eaton and the Financing Sources in their
                                capacities as such shall have no further liability in connection with the termination of this Agreement (for
                                the avoidance of doubt, other than the obligation to pay the Reverse Termination Payment), whether
                                under the Expenses Reimbursement Agreement or this Agreement or otherwise, to Cooper or its
                                shareholders (it being expressly agreed that the Financing Sources in their capacities as such shall be
                                third party beneficiaries of this Clause 9.1(c)(ii) and shall be entitled to the protections of the provisions
                                contained in this Clause 9.1(c)(ii) as if they were a party to this Agreement);
                     provided , however , that nothing herein shall release any Party from liability for intentional breach, for fraud or as
                     provided for in the Confidentiality Agreement.
             (d)      For the avoidance of doubt, termination of this Agreement shall be without prejudice to the provisions of the
                      Expenses Reimbursement Agreement.
      9.2    Certain Effects of Termination
             If this Agreement is terminated by Cooper pursuant to Clause 9.1(a)(viii) (unless the Eaton Change of Recommendation
             giving rise to Cooper’s termination right was in response to an Intervening Event that constitutes a Cooper Material Adverse
             Effect) (such a termination, a “ Specified Termination ”) or by Cooper or Eaton pursuant to Clause 9.1(a)(i)(B) at a time
             when Cooper has the right to effect a Specified Termination, then Eaton shall pay to Cooper $300,000,000 (the “ Reverse
             Termination Payment ”) in cleared, immediately available funds as promptly as possible (but in any event within three
             Business Days) thereafter.

10.   GENERAL
      10.1   Announcements
             Subject to the requirements of applicable Law, the Takeover Rules, a court order, the Securities Act, the Exchange Act, the
             SEC or any Relevant Authority (including, without limitation, the Panel), the Parties shall consult together as to the terms of,
             the timing of and the manner of publication of any formal public announcement which either Party may make primarily
             regarding the Acquisition, the Scheme, the Merger or this Agreement. Eaton and Cooper shall give each other a reasonable
             opportunity to review and comment upon any such public announcement and shall not issue any such public announcement
             prior to such consultation, except as may be required by applicable Law, the Takeover Rules, a court order, the Securities
             Act, the Exchange Act, the SEC or any Relevant Authority (including, without limitation, the Panel). The Parties agree that
             the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form of
             the Rule 2.5

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       Announcement. For the avoidance of doubt, the provisions of this Clause 10.1 do not apply to any announcement, document
       or publication in connection with a Cooper Alternative Proposal or Cooper Superior Proposal or a change in the Scheme
       Recommendation or any amendment to the terms of the Scheme proposed by Eaton that would effect an increase in the
       Scheme Consideration whether before or after a withdrawal or adverse modification of the Scheme Recommendation.
10.2   Notices
       (a)       Any notice or other document to be served under this Agreement may be delivered by overnight delivery service
                 (with proof of service) or hand delivery, or sent by facsimile process, to the Party to be served as follows:
                 (i)      if to Eaton, to:
                            Eaton Corporation
                            1111 Superior Avenue
                            Cleveland, Ohio 44114
                            Fax:                               +1 216 479-7103
                            Attention:                         The Office of the Secretary
                            with copy to:
                            A&L Goodbody
                            1 North Wall Quay
                            International Financial Services Centre
                            Dublin 1
                            Fax:                              +353 (0)1 649 2649
                            Attention:                        John Given
                                                              Cian McCourt
                            and
                            Simpson Thacher & Bartlett LLP
                            425 Lexington Avenue
                            New York, New York 10017
                            Fax:                           +1 (212) 455-2502
                            Attention:                     Charles I. Cogut
                                                           Mario A. Ponce
                 (ii)     if to Cooper, to:
                            Cooper Industries plc
                            c/o Cooper US, Inc.
                            600 Travis Suite 5600
                            Houston, Texas
                            Fax:            (713) 209-8989
                            Attention:      Senior Vice President, General Counsel and
                                            Chief Compliance Officer
                            with copy to:

                            Arthur Cox
                            Earlsfort Centre

                                                          92
                            Earlsfort Terrace, Dublin 2, Ireland
                            Fax:             +353 (0)1 616 3901
                            Attention:       Christopher P.J. McLaughlin
                            and
                            Wachtell, Lipton, Rosen & Katz
                            51 West 52 nd Street
                            New York, New York, 10019
                            Fax:             +1 (212) 403-2000
                            Attention:       Daniel A. Neff
                                             Gregory E. Ostling
               or such other postal address or fax number as it may have notified to the other Party in writing in accordance with
               the provisions of this Clause 10.2.
       (b)      Any notice or document shall be deemed to have been served:
               (i)        if delivered by overnight delivery or by hand, at the time of delivery; or
               (ii)       if sent by fax, at the time of termination of the fax transmission ( provided that any notice received by
                          facsimile transmission at the addressee’s location on any day that is not a Business Day, or on any
                          Business Day after 5:00 pm (addressee’s local time), shall be deemed to have been received at 9:00 am
                          (addressee’s local time) on the next Business Day).
10.3   Assignment
       Neither Party shall assign all or any part of the benefit of, or rights or benefits under, this Agreement without the prior
       written consent of the other Party, provided that Eaton may assign any or all of its rights and interests hereunder to one or
       more of its Subsidiaries, provided the prior consent in writing has been obtained from the Panel in respect of such
       assignment, but no such assignment shall relieve Eaton of its obligations hereunder.
10.4   Counterparts
       This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the
       same agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other
       Party (by hand delivery, facsimile process, e-mail or otherwise).
10.5   Amendment
       No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of
       the Parties, except that following approval by the Cooper Shareholders or the Eaton Shareholders there shall be no
       amendment to the provisions hereof which by Law requires further approval by the Cooper Shareholders or the Eaton
       Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law.
10.6   Entire Agreement

                                                            93
        This Agreement, together with the Confidentiality Agreement, the Expenses Reimbursement Agreement and any documents
        delivered by Eaton and Cooper in connection herewith, constitutes the entire agreement and supersedes all prior agreements
        and understandings, both written and oral, between Eaton and Cooper with respect to the subject matter hereof, it being
        understood that the Confidentiality Agreement shall survive the execution and delivery of this Agreement.
10.7    Inadequacy of Damages
        Each Party agrees that damages would not be an adequate remedy for any breach by it of this Agreement and accordingly
        each Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other
        equitable relief for any threatened or actual breach of this Agreement.
10.8    Remedies and Waivers
        No delay or omission by either Party to this Agreement in exercising any right, power or remedy provided by Law or under
        this Agreement shall:
        (a)      affect that right, power or remedy; or
        (b)      operate as a waiver of it.
        The exercise or partial exercise of any right, power or remedy provided by Law or under this Agreement shall not preclude
        any other or further exercise of it or the exercise of any other right, power or remedy.
10.9    Severability
        If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law
        of any jurisdiction, that shall not affect or impair:
        (a)      The legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
        (b)      The legality, validity or enforceability under the Law of any other jurisdiction of that or any other provision of this
                 Agreement.
10.10   No Partnership and No Agency
        (a)      Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be
                 deemed to constitute, a partnership, association, joint venture or other co-operative entity between any of the
                 Parties.
        (b)      Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be
                 deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this
                 Agreement, any authority or power to bind or to contract in the name of the other Party to this Agreement.

                                                             94
10.11   Further Assurance
        Without limitation to the provisions of this Agreement, the Parties will, and will procure that each member of their
        respective Groups will, issue, execute or despatch such documentation in a timely fashion or take other actions as is
        necessary or desirable to facilitate the implementation of the Acquisition or the Merger or carry out the purposes of this
        Agreement.
10.12   Costs and Expenses
        Save for:
        (a)      the Panel’s document review fees (which shall be borne and discharged by Eaton), and
        (b)      the costs of, and associated with, the filing, printing, publication and posting of the Joint Proxy Statement and the
                 Form S-4 and any other materials required to be posted to Cooper Shareholders or Eaton Shareholders pursuant
                 SEC rules or the Takeover Rules, and the filing fees incurred in connection with notifications with any Relevant
                 Authorities under any Antitrust Laws (which shall be borne and discharged by Eaton; provided, that if Completion
                 has not occurred on or prior to December 31, 2012, Cooper shall on Eaton’s written request pay Eaton an amount
                 equal to one half of such costs paid by Eaton);
        each Party shall pay its own costs and expenses of and incidental to this Agreement, the Acquisition, the Merger and all
        other transactions contemplated hereby, except as otherwise provided in this Agreement.
10.13   Governing Law and Jurisdiction
        (a)      This Agreement shall be governed by, and construed in accordance with, the Laws of Ireland; provided , however ,
                 that the Merger and matters related thereto shall, to the extent required by the Laws of the State of Ohio, be
                 governed by, and construed in accordance with, the Laws of the State of Ohio.
        (b)      Each of the Parties irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any
                 dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the
                 exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this
                 Agreement shall therefore be brought in the courts of Ireland.
        (c)      Notwithstanding the foregoing, each of the Parties hereto acknowledges and irrevocably agrees (i) that any Action
                 (whether at law, in equity, in contract, in tort or otherwise) arising out of, or in any way relating to, this Agreement,
                 any of the transactions contemplated by this Agreement, the Financing or the performance of services thereunder or
                 related thereto against any Financing Source in its capacity as such shall be subject to the exclusive jurisdiction of
                 any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court
                 thereof and each Party hereto submits for itself and its property with respect to any such Action to the exclusive
                 jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to

                                                              95
                  bring or support anyone else in bringing any such Action in any other court, (iii) to waive and hereby waive, to the
                  fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue
                  of, and the defence of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) that a
                  final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the
                  judgment or in any other manner provided by law and (v) that any such Action shall be governed by, and construed
                  in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such state that
                  would result in the application of the laws of any other state or jurisdiction (it being expressly agreed that the
                  Financing Sources in their capacities as such shall be third party beneficiaries of this Clause 10.13(c) and shall be
                  entitled to enforce the provisions contained in this Clause 10.13(c) as if they were a party to this Agreement).
        (d)       Each Party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial
                  by jury in respect of any Action arising out of this Agreement or the transactions contemplated by this Agreement,
                  the Financing, or the performance of services thereunder or related thereto against any Financing Source in its
                  capacity as such, including but not limited to any Action described in Clause 10.13(c)(i) in any such court described
                  in Clause 10.13(c)(i) (it being expressly agreed that the Financing Sources in their capacities as such shall be third
                  party beneficiaries of this Clause 10.13(d) and shall be entitled to enforce the provisions contained in this Clause
                  10.13(d) as if they were a party to this Agreement).
10.14   Third Party Beneficiaries
        Except:
        (a)       as provided in Clause 7.3;
        (b)       as provided in Clause 9.1(c)(ii);
        (c)       as provided in Clause 10.13(c); and
        (d)       as provided in Clause 10.13(d);
        this Agreement is not intended to confer upon any person other than Cooper and the Eaton Parties any rights or remedies
        under or by reason of this Agreement.
10.15   Non survival of Representations and Warranties
        None of the representations and warranties in this Agreement shall survive the Effective Time or the termination of this
        Agreement.

                                                              96
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

GIVEN under the common seal
of COOPER INDUSTRIES PLC

/s/ Kirk S. Hachigian
Signature

Kirk S. Hachigian
Print Name
Title: Director

/s/ Terrance V. Helz
Signature

Terrance V. Helz
Print Name
Title: Secretary

                                               [Signature Page to Transaction Agreement]
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED for and on behalf of
EATON CORPORATION by its
authorised signatory:

/s/ Alexander M. Cutler
Signature

Alexander M. Cutler
Print Name
Title: Chairman & CEO

/s/ Thomas E. Moran
Signature

Thomas E. Moran
Print Name
Title: Senior Vice President & Secretary

                                               [Signature Page to Transaction Agreement]
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED for and on behalf of
TURLOCK CORPORATION by its
authorised signatory:

/s/ Thomas E. Moran
Signature

Thomas E. Moran
Print Name
Title: Secretary

                                               [Signature Page to Transaction Agreement]
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.


SIGNED for and on behalf of
TURLOCK B.V. by its
authorised signatory:



/s/ Mark M. McGuire
Signature

Mark M. McGuire
Print Name
Title: Director

/s/ N. Wolthuis
Signature

N. Wolthuis
Print Name
Title: Proxy Holder

/s/ G.A. Somaroo
Signature

G.A. Somaroo
Print Name
Title: Proxy Holder

                                               [Signature Page to Transaction Agreement]
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED and DELIVERED AS A
DEED by:

Thomas E. Moran
as duly authorised attorney of
ABEIRON LIMITED in the
presence of:

/s/ Mary E. Huber                                                                              /s/ Thomas E. Moran
(Witness’ Signature)                                                                           Attorney Signature

Superior Ave, Cleveland OH USA                                                                 Thomas E. Moran
(Witness’ Address)                                                                             Print Name

Lawyer
(Witness’ Occupation)
                                               [Signature Page to Transaction Agreement]
IN WITNESS whereof the Parties have entered into this Agreement on the date specified above.

SIGNED and DELIVERED AS A
DEED by:

Thomas E. Moran
as duly authorised attorney of
COMDELL LIMITED in the
presence of:

/s/ Mary E. Huber                                                                              /s/ Thomas E. Moran
(Witness’ Signature)                                                                           Attorney Signature

Superior Ave, Cleveland OH USA                                                                 Thomas E. Moran
(Witness’ Address)                                                                             Print Name

Lawyer
(Witness’ Occupation)
                                               [Signature Page to Transaction Agreement]
                                                                                                                                         Exhibit 2.2

                                                                   A PPENDIX III
                                            C ONDITIONS OF THE A CQUISITION AND THE S CHEME
                                                                       Part A

The Acquisition and the Scheme will comply with the Takeover Rules and, where relevant, the rules and regulations of the United States
Securities Exchange Act of 1934 (as amended), and are subject to the conditions set out in this document. The Acquisition and the Scheme are
governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to
seek provisional or protective relief in the courts of another state after any substantive proceedings have been instituted in Ireland, nor shall it
limit the right to bring enforcement proceedings in another state pursuant to an Irish judgement.
The Acquisition and the Scheme will be subject to the following conditions:
1.    The Acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than May 21, 2013 (or such
      earlier date as may be specified by the Panel, or such later date as Eaton and Cooper may, with (if required) the consent of the Panel,
      agree and (if required) the High Court may allow).
2.    The Scheme will be conditional upon:
            (a)    the approval of the Scheme by a majority in number of the Cooper Shareholders representing three-fourths (75 per cent.) or
                   more in value of the Cooper Shares, at the Voting Record Time, held by such holders, present and voting either in person or
                   by proxy, at the Court Meeting (or at any adjournment of such meeting);
            (b)    the resolutions to be proposed at the Extraordinary General Meeting for the purposes of approving and implementing the
                   Scheme and the reduction of capital of Cooper, and such other matters as Cooper reasonably determines to be necessary for
                   the purposes of implementing the Acquisition or, subject to the consent of Eaton (such consent to be not unreasonably
                   withheld, conditioned or delayed), desirable for the purposes of implementing the Acquisition and set out in the notice of
                   the Extraordinary General Meeting being duly passed by the requisite majority of Cooper Shareholders at the Extraordinary
                   General Meeting (or at any adjournment of such meeting);
            (c)    the sanction by the High Court (with or without modification) of the Scheme pursuant to Section 201 of the Act and the
                   confirmation of the reduction of capital involved therein by the High Court (the date on which the condition in this
                   paragraph 2(c) is satisfied, the “ Sanction Date ”); and
            (d)    office copies of the Court Order and the minute required by Section 75 of the Act in respect of the reduction (referred to in
                   paragraph 2(c)), being delivered for registration to the Registrar of Companies and registration of the Court Order and
                   minute confirming the reduction of capital involved in the Scheme by the Registrar of Companies.
3.    The Eaton Parties and Cooper have agreed that, subject to paragraph 6 of this Appendix III, the Acquisition will also be conditional upon
      the following matters having been satisfied or waived on or before the Sanction Date:
            (a)    the adoption of the Transaction Agreement by the holders of Eaton Shares as required by Article SIXTH of the Amended
                   and Restated Articles of Incorporation of Eaton;

                                                                                                                                                       1
          (b)     the NYSE shall have authorised, and not withdrawn such authorisation, for listing all of the Share Consideration to be
                  issued in the Acquisition and all of the Holdco Shares to be delivered pursuant to the Merger subject to satisfaction of any
                  conditions to which such approval is expressed to be subject;
          (c)     all applicable waiting periods under the HSR Act shall have expired or been terminated, in each case in connection with the
                  Acquisition;
          (d)     to the extent that the Acquisition constitutes a concentration within the scope of the EC Merger Regulation or is otherwise a
                  concentration that is subject to the EC Merger Regulation, the European Commission deciding that it does not intend to
                  initiate any proceedings under Article 6(1)(c) of the EC Merger Regulation in respect of the Acquisition or to refer the
                  Acquisition (or any aspect of the Acquisition) to a competent authority of an EEA member state under Article 9(1) of the
                  EC Merger Regulation or otherwise deciding that the Acquisition is compatible with the common market pursuant to article
                  6(1)(b) of the EC Merger Regulation;
          (e)     all required regulatory clearances shall have been obtained and remain in full force and effect and all applicable waiting
                  periods shall have expired, lapsed or been terminated (as appropriate), in each case in connection with the Acquisition,
                  under the antitrust, competition or foreign investment laws of Canada, the People’s Republic of China, the Republic of
                  China (Taiwan), Russia, South Africa, South Korea and Turkey;
          (f)     no injunction, restraint or prohibition by any court of competent jurisdiction or Antitrust Order by any Relevant Authority
                  which prohibits consummation of the Acquisition or the Merger shall have been entered and shall continue to be in effect;
                  and
          (g)     the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or
                  proceedings seeking any stop order.
4.   The Eaton Parties and Cooper have agreed that, subject to paragraph 6 of this Appendix III, the Eaton Parties’ obligation to effect the
     Acquisition will also be conditional upon the following matters having been satisfied (or waived by Eaton) on or before the Sanction
     Date:
          (a)     (i) The representations and warranties of Cooper set forth in Clause 6.1(b)(i), 6.1(b)(ii) (to the extent relating to shares in the
                  capital of Cooper), 6.1(m), 6.1(v) and the second sentence of Clause 6.1(j) of the Transaction Agreement (which
                  representations and warranties are set forth below in Part B) (the “Specified Cooper Representations”) shall be true and
                  correct in all material respects at and as of the date of the Transaction Agreement and at and as of the Sanction Date as
                  though made at and as of the Sanction Date and the representations and warranties of Cooper set forth in Clause 6.1(c)(i)
                  shall be true and correct other than as would not materially impede or prevent the consummation of the Acquisition at and
                  as of the date of the Transaction Agreement and at and as of the Sanction Date as though made at and as of the Sanction
                  Date (the representations and warranties referred to in this clause (i), the “Specified Cooper Representations”), (ii) the
                  representations and warranties of Cooper set forth in Clause 6.1 of the Transaction Agreement (which are set forth below in
                  Part B) (other than the Specified Cooper Representations) which are qualified by a “Cooper Material Adverse Effect”
                  qualification shall be true and correct in all respects as so qualified at and as of the date of the Transaction Agreement and at
                  and as of the Sanction Date as though made at and as of the Sanction Date and (iii) the representations and warranties of
                  Cooper set forth in Clause 6.1 of the Transaction Agreement (which is set forth below in Part B) (other than the Specified
                  Cooper Representations) which are not

                                                                                                                                                   2
                 qualified by a “Cooper Material Adverse Effect” qualification shall be true and correct at and as of the date of the
                 Transaction Agreement and at and as of the Sanction Date as though made at and as of the Sanction Date, except for such
                 failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Cooper
                 Material Adverse Effect; provided that with respect to clauses (i) and (ii) hereof, representations and warranties that
                 expressly relate to a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as
                 applicable), only with respect to such date or period;
          (b)     Cooper shall have in all material respects performed all obligations and complied with all covenants required by the
                  Transaction Agreement (such agreement being set forth below in Part D) to be performed or complied with by it prior to the
                  Sanction Date; and
          (c)     Cooper shall have delivered to Eaton a certificate, dated as of the Sanction Date and signed by an executive officer of
                  Cooper, certifying on behalf of Cooper to the effect that the conditions set forth in paragraphs 4(a) and 4(b) have been
                  satisfied.
5.   The Eaton Parties and Cooper have agreed that, subject to paragraph 6 of this Appendix III, Cooper’s obligation to effect the Acquisition
     will also be conditional upon the following matters having been satisfied (or waived by Cooper) on or before the Sanction Date:
          (a)     (i) The representations and warranties of Eaton set forth in Clause 6.2(a)(ii)(B), 6.2(b)(i), 6.2(b)(ii) (to the extent relating to
                  shares of capital stock of Eaton), 6.2(u) and the second sentence of Clause 6.2(j) of the Transaction Agreement (which
                  representations and warranties are set forth below in Part B) shall be true and correct in all material respects at and as of the
                  date of the Transaction Agreement and at and as of the Sanction Date as though made at and as of the Sanction Date and the
                  representations and warranties of Eaton set forth in Clause 6.2(c)(i) shall be true and correct other than as would not
                  materially impede or prevent the consummation of the Acquisition at and as of the date of the Transaction Agreement and at
                  and as of the Sanction Date as though made at and as of the Sanction Date (the representations and warranties referred to in
                  this clause (i), the “Specified Eaton Representations”), (ii) the representations and warranties of Eaton set forth in Clause
                  6.2 of the Transaction Agreement (which are set forth below in Part B) (other than the Specified Eaton Representations)
                  which are qualified by an “Eaton Material Adverse Effect” qualification shall be true and correct in all respects as so
                  qualified at and as of the date of the Transaction Agreement and at and as of the Sanction Date as though made at and as of
                  the Sanction Date and (iii) the representations and warranties of Eaton set forth in Clause 6.2 of the Transaction Agreement
                  (which are set forth below in Part B) (other than the Specified Eaton Representations) which are not qualified by an “Eaton
                  Material Adverse Effect” qualification shall be true and correct at and as of the date of the Transaction Agreement and at
                  and as of the Sanction Date as though made at and as of the Sanction Date, except for such failures to be true and correct as
                  would not, individually or in the aggregate, reasonably be expected to have an Eaton Material Adverse Effect; provided that
                  with respect to clauses (i) and (ii) hereof, representations and warranties that expressly relate to a particular date or period
                  shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only with respect to such date or period;
          (b)     The Eaton Parties shall have in all material respects performed all obligations and complied with all covenants required by
                  the Transaction Agreement (such agreement being set forth below in Part D) to be performed or complied with by them
                  prior to the Sanction Date; and

                                                                                                                                                     3
           (c)     Eaton shall have delivered to Cooper a certificate, dated as of the Sanction Date and signed by an executive officer of Eaton,
                   certifying on behalf of Eaton to the effect that the conditions set forth in paragraphs 5(a) and 5(b) have been satisfied.
6.    Subject to the requirements of the Panel:
           (a)     Eaton and Cooper reserve the right (but shall be under no obligation) to waive (to the extent permitted by applicable Law),
                   in whole or in part, all or any of the conditions in paragraph 3 (provided that both Parties agree to any such waiver);
           (b)     Eaton reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of conditions in paragraph
                   4); and
           (c)     Cooper reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions in
                   paragraph 5.
7.    The Scheme will lapse unless it is effective on or prior to May 21, 2013.
8.    If Eaton is required to make an offer for Cooper Shares under the provisions of Rule 9 of the Takeover Rules, Eaton may make such
      alterations to any of the conditions set out in paragraphs 1, 2, 3, 4 and 5 above as are necessary to comply with the provisions of that rule.
9.    Eaton reserves the right, subject to the prior written approval of the Panel, to effect the Acquisition by way of a takeover offer in the
      circumstances described in and subject to the terms of Clause 3.6 of the Transaction Agreement. Without limiting Clause 3.6 of the
      Transaction Agreement, in such event, such offer will be implemented on terms and conditions that are at least as favourable to the
      Cooper Shareholders (except for an acceptance condition set at 80 per cent of the nominal value of the Cooper Shares to which such an
      offer relates and which are not already in the beneficial ownership of Eaton so far as applicable) as those which would apply in relation
      to the Scheme.
10.   As required by Rule 12(b)(i) of the Takeover Rules, to the extent that the Acquisition would give rise to a concentration with a
      Community dimension within the scope of the EC Merger Regulation, the Scheme shall lapse if the European Commission initiates
      proceedings in respect of that concentration under Article 6(1)(c) of the EC Merger Regulation or refers the concentration to a competent
      authority of a Member State under Article 9(1) of the EC Merger Regulation prior to the date of the Court Meeting.

                                                                                                                                                   4
                                            Exhibit 2.3

                                   EXECUTION VERSION

        D ATED M AY 21, 2012

       C OOPER I NDUSTRIES PLC
                AND

        E ATON C ORPORATION



EXPENSES REIMBURSEMENT AGREEMENT




              DUBLIN
THIS AGREEMENT is made on May 21, 2012

BETWEEN:

                                                        EATON CORPORATION
                                                        a company incorporated in
                                                        Ohio
                                                        (hereinafter called “ Eaton ”)

                                                                - and -

                                                        COOPER INDUSTRIES
                                                        PLC
                                                        a company incorporated in
                                                        Ireland
                                                        with registered number
                                                        471594
                                                        having its registered office at
                                                        Unit F10, Maynooth
                                                        Business Campus,
                                                        Maynooth, Ireland
                                                        (hereinafter called “ Cooper
                                                        ”)
RECITALS:
1.   Eaton has agreed to make a proposal to acquire Cooper on the terms set out in the Rule 2.5 Announcement and the Transaction
     Agreement and Cooper has agreed to reimburse certain third party costs and expenses incurred and to be incurred by Eaton, for the
     purposes of, in preparation for, or in connection with the Acquisition if the Transaction Agreement is terminated in certain
     circumstances.
2.   This Agreement (this “ Agreement ”) sets out the agreement between the Parties as to, among other things, the reimbursement in certain
     circumstances by Cooper of certain expenses incurred and to be incurred by Eaton for the purposes of, in preparation for, or in
     connection with the Acquisition.

NOW IT IS HEREBY AGREED as follows:
1.   Definitions
     1.1   In this Agreement (including in the Recitals), the following expressions shall have the following meaning:
           “ Acquisition ”, the proposed acquisition by Holdco of Cooper by means of the Scheme or a takeover offer (and any such Scheme
           or takeover offer as it may be revised, amended or extended from time to time) pursuant to the Transaction Agreement (whether by
           way of the Scheme or such takeover offer) (including the issuance by Holdco of the aggregate Holdco share consideration pursuant
           to the Scheme or such takeover offer), to be described in the Rule 2.5 Announcement and provided for in the Transaction
           Agreement;
           “ Act ”, the Companies Act 1963, as amended;
           “ Acting in Concert ”, shall have the meaning given to that term in the Irish Takeover Panel Act 1997;
           “ Agreed Form ”, in relation to any document, the form of that document which has been initialled for the purpose of identification
           by or on behalf of each of the Parties;

                                                                          2
“ Agreement ”, shall have the meaning given to that term in the Recitals;
“ Associate ”, shall have the meaning given to that term in the Takeover Rules;
“ Business Day ”, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State of New York are
authorised or required by law or executive order to be closed;
“ Cap ”, shall have the meaning give to that term in Clause 3.1;
“ Confidentiality Agreement ”, the confidentiality agreement between Cooper and Eaton dated August 9, 2010, as it may be
amended from time to time;
“ Cooper ”, shall have the meaning given to that term in the Preamble;
“ Cooper Alternative Proposal ”, any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by
Eaton or any of its Associates or any person Acting in Concert with Eaton pursuant to Rule 2.5 of the Takeover Rules) for (i) the
acquisition of Cooper by scheme of arrangement or takeover offer or business combination transaction; (ii) the acquisition by any
person of 25% or more of the assets of Cooper and its Subsidiaries, taken as a whole, measured by either book value or fair market
value (including equity securities of Cooper’s Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person)
of 25% or more of the outstanding Cooper Shares; or (iv) any merger, business combination, consolidation, share exchange,
recapitalization or similar transaction involving Cooper as a result of which the holders of Cooper Shares immediately prior to such
transaction do not, in the aggregate, own at least 75% of the outstanding voting power of the surviving or resulting entity in such
transaction immediately after consummation thereof, other than in each case a transaction of the type described in Schedule A to
this Agreement;
“ Cooper Shareholders ”, the holders of Cooper Shares;
“ Cooper Shares ”, the ordinary shares of US$0.01 each in the capital of Cooper;
“ Cooper Superior Proposal ”, a written bona fide Cooper Alternative Proposal made by any person that the Cooper Board
determines in good faith (after consultation with Cooper’s financial advisors and legal counsel) is more favourable to the Cooper
Shareholders than the transactions contemplated by the Transaction Agreement, taking into account such financial, regulatory, legal
and other aspects of such proposal as the Cooper Board considers to be appropriate (it being understood that, for purposes of the
definition of “Cooper Superior Proposal”, references to “25%” and “75%” in the definition of Cooper Alternative Proposal shall be
deemed to refer to “50%”);
“ Court Meeting ”, the meeting or meetings of the Cooper Shareholders (and any adjournment thereof) convened by order of the
High Court of Ireland pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without
amendment);
“ Court Meeting Resolution ”, the resolution to be proposed at the Court Meeting for the purposes of approving and implementing
the Scheme;
“ Eaton ”, shall have the meaning given to that term in the Preamble;

                                                            3
“ Eaton Parties ”, Eaton, Holdco, Comdell Limited, Turlock B.V. and Turlock Corporation;
“ Eaton Reimbursement Payments ”, shall have the meaning given to that term in Clause 3.1;
“ Eaton Shares ”, the common shares of Eaton, par value US$0.50 per share;
“ EGM Resolutions ”, the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the
reduction of capital of Cooper and such other matters as Cooper reasonably determines to be necessary for the purposes of
implementing the Acquisition or, subject to the consent of Eaton (such consent not to be unreasonably withheld, conditioned or
delayed), desirable for the purposes of implementing the Acquisition;
“ Extraordinary General Meeting ” or “ EGM ”, the extraordinary general meeting of the Cooper Shareholders (and any
adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Court
Meeting shall have been concluded or adjourned (it being understood that if the Court Meeting is adjourned, the EGM shall be
correspondingly adjourned);
“ Holdco ”, Abeiron Limited, a company incorporated in Ireland and to be re-registered as a public limited company;
“ Irrecoverable VAT ”, in relation to any person, any amount in respect of VAT which that person (or a member of the same VAT
Group as that person) has incurred and in respect of which neither that person nor any other member of the same VAT Group as that
person is entitled to a refund (by way of credit or repayment) from any relevant Tax Authority pursuant to and determined in
accordance with section 59 of the Value Added Tax Consolidation Act 2010 and any regulations made under that Act (and “
recoverable VAT ” shall be construed accordingly);
“ Panel ”, the Irish Takeover Panel;
“ Parties ”, Cooper and Eaton and “ Party ” shall mean any one of them (as the context requires);
“ Person ” or “ person ”, an individual, group (including a “group” under Section 13(d) of the United States Securities Exchange
Act of 1934, as amended), corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization or other entity or any Relevant Authority or any department, agency or political subdivision thereof;
“ Relevant Authority ”, any Irish, United States, foreign or supranational, federal, state or local governmental commission, board,
body, bureau, or other regulatory authority, agency, including courts and other judicial bodies, or any competition, antitrust or
supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or
authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction,
including the Panel;
“ Resolutions ”, the resolutions to be proposed at the EGM and Court Meeting required to effect the Scheme;
“ Rule 2.5 Announcement ”, the announcement in the Agreed Form to be made by the Parties pursuant to Rule 2.5 of the Takeover
Rules;

                                                              4
      “ Scheme ” or “ Scheme of Arrangement ”, the proposed scheme of arrangement under Section 201 of the Act and the capital
      reduction under Sections 72 and 74 of the Act to effect the Acquisition pursuant to the Transaction Agreement, including any
      revision thereof as may be agreed between the Parties in writing;
      “ Scheme Recommendation ”, the recommendation of the Cooper Board that Cooper Shareholders vote in favour of the
      Resolutions;
      “ Subsidiary ”, in relation to any person, any corporation, partnership, association, trust or other form of legal entity of which such
      person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power;
      “ Takeover Panel Act ”, the Irish Takeover Panel Act 1997 (as amended);
      “ Takeover Rules ”, the Irish Takeover Panel Act 1997 (as amended), Takeover Rules, 2007, as amended;
      “ Tax Authority ”, any Relevant Authority responsible for the assessment, collection or enforcement of laws relating to taxes;
      “ Transaction Agreement ”, the transaction agreement dated May 21, 2012 by and among Eaton, Holdco, Comdell Limited,
      Turlock B.V., Turlock Corporation and Cooper;
      “ VAT ”, any tax imposed by any member state of the European Community in conformity with the Directive of the Council of the
      European Union on the common system of value added tax (2006/112/EC); and
      “ VAT Group ”, a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010.

1.2   Construction
      (a)    In this Agreement, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here”
             shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular
             section or clause thereof.
      (b)    In this Agreement, save as otherwise provided herein, any reference herein to a section, clause, schedule or paragraph shall
             be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of this
             Agreement.
      (c)    In this Agreement, any reference to any provision of any legislation shall include any modification, re-enactment or
             extension thereof and shall also include any subordinate legislation made from time to time under such provision, and any
             reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to
             legislation of Ireland.
      (d)    In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the
             plural and vice versa.
      (e)    In this Agreement, any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal
             document, legal status, court,

                                                                   5
                  official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference
                  to what most nearly approximates in that jurisdiction to the Irish legal term.
           (f)    In this Agreement, any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall
                  be construed as illustrative and shall not limit the sense of the words preceding those terms.
           (g)    In this Agreement, any agreement or instrument defined or referred to herein or in any agreement or instrument that is
                  referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including
                  by waiver or consent, and all attachments thereto and instruments incorporated therein.
     1.3   Captions
           The headings or captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered
           a part of or affect the interpretation or construction thereof.
     1.4   Time
           In this Agreement, references to time are to Irish times unless otherwise specified.

2.   Pre-condition
     This Agreement shall not have effect unless and until the Rule 2.5 Announcement has been issued.

3.   Eaton Reimbursement
     3.1   Subject to Eaton announcing a firm intention to make the Acquisition and subject to the provisions of this Agreement, Cooper
           agrees to pay to Eaton, if any Eaton Payment Event occurs, an amount equal to all documented, specific and quantifiable third
           party costs and expenses incurred by Eaton, or on its behalf, for the purposes of, in preparation for, or in connection with the
           Acquisition, including, but not limited to, exploratory work carried out in contemplation of and in connection with the Acquisition,
           legal, financial and commercial due diligence, arranging financing and engaging advisers to assist in the process (the payments
           provided for in this Clause 3.1, the “ Eaton Reimbursement Payments ”); provided that the gross amount payable to Eaton
           pursuant to this Agreement shall not, in any event, exceed such sum as is equal to 1% of the total value of the issued share capital
           of Cooper that is the subject of the Acquisition (excluding, for the avoidance of doubt, any interest in such share capital of Cooper
           held by Eaton or any Associate of Eaton) as ascribed by the terms of the Acquisition as set out in the Rule 2.5 Announcement (the
           “ Cap ”). The amount payable by Cooper to Eaton under this Clause 3.1 will exclude any amounts in respect of VAT incurred by
           Eaton attributable to such third party costs to the extent that such amounts in respect of VAT are recoverable or creditable by Eaton
           (or any member of the VAT Group of which Eaton is a member). Upon Eaton becoming entitled to an Eaton Reimbursement
           Payment, Cooper shall have no further liability in connection with the termination of the Transaction Agreement (for the avoidance
           of doubt, other than the obligation to pay Eaton Reimbursement Payments pursuant to this Agreement), whether under the
           Transaction Agreement or this Agreement or otherwise, to Eaton or its shareholders; provided that nothing herein shall release any
           Party from liability for intentional breach, for fraud or as provided for in the Confidentiality Agreement.

                                                                        6
3.2   The “ Eaton Payment Events ” are where the Parties have issued the Rule 2.5 Announcement and:
      (a)   the Transaction Agreement is terminated:
            (i)     by Eaton for the reason that the Cooper Board or any committee thereof (A) withdraws (or modifies in any manner
                    adverse to Eaton), or proposes publicly to withdraw (or modify in any manner adverse to Eaton), the Scheme
                    Recommendation or (B) approves, recommends or declares advisable, or proposes publicly to approve, recommend or
                    declare advisable, any Cooper Alternative Proposal (it being understood, for the avoidance of doubt, that the provision
                    by Cooper to Eaton of notice or information in connection with a Cooper Alternative Proposal or Cooper Superior
                    Proposal as required or expressly permitted by the Transaction Agreement shall not, in and of itself, satisfy this Clause
                    3.2(a)(i)); or
            (ii)    by Cooper, at any time prior to obtaining the Cooper Shareholder Approval, in order to enter into any agreement,
                    understanding or arrangement providing for a Cooper Superior Proposal; or
      (b)   all of the following occur:
            (i)     prior to the Court Meeting, a Cooper Alternative Proposal (other than a Cooper Alternative Proposal described in
                    clause (iii) of the definition thereof) is publicly disclosed or any person shall have publicly announced an intention
                    (whether or not conditional) to make a Cooper Alternative Proposal and, in each case, not publicly withdrawn at the
                    time the Transaction Agreement is terminated under the circumstances specified in Clause 3.2(b)(ii) (it being
                    understood that, for purposes of this Clause 3.2(b)(i) and Clause 3.2(b)(iii) below, references to “25%” and “75%” in
                    the definition of Cooper Alternative Proposal shall be deemed to refer to “50%”); and
            (ii)    the Transaction Agreement is terminated by either Cooper or Eaton for the reason that the Court Meeting or the EGM
                    shall have been completed and the Court Meeting Resolution or the EGM Resolutions, as applicable, shall not have
                    been approved by the requisite majorities; and
            (iii)    a definitive agreement providing for a Cooper Alternative Proposal is entered into within 9 months after such
                     termination (regardless of whether such Cooper Alternative Proposal is the same Cooper Alternative Proposal
                     referred to in Clause 3.2(b)(i)) and such Cooper Alternative Proposal is consummated; or
      (c)   all of the following occur:
            (i)     prior to the Court Meeting, a Cooper Alternative Proposal is publicly disclosed or any person shall have publicly
                    announced an intention (whether or not conditional) to make a Cooper Alternative Proposal and, in each case, not
                    publicly withdrawn at the time the Transaction Agreement is terminated under the circumstances specified in Clause
                    3.2(c)(ii) (it being understood that, for purposes of this Clause 3.2(c)(i) and Clause 3.2(c)(iii) below, references to
                    “25%” and

                                                                   7
                    “75%” in the definition of Cooper Alternative Proposal shall be deemed to refer to “50%”); and
            (ii)    the Transaction Agreement is terminated by Eaton for the reason that Cooper shall have breached or failed to perform
                    in any material respect any of its covenants or other agreements contained in the Transaction Agreement, which
                    breach or failure to perform (A) would result in a failure of any of the conditions to the Scheme or of the other
                    conditions to the Eaton Parties’ obligations to effect the Acquisition and (B) is not reasonably capable of being cured
                    by the date that is one year after the date of the Transaction Agreement, provided that, Eaton shall have given Cooper
                    written notice, delivered at least 30 days prior to such termination, stating Eaton’s intention to terminate the
                    Transaction Agreement for such reason and the basis for such termination (provided that this Clause 3.2(c)(ii) shall
                    not be deemed satisfied unless such breach or failure to perform was intentional); and
            (iii)    a Cooper Alternative Proposal is consummated, or a definitive agreement providing for a Cooper Alternative
                     Proposal is entered into, within 9 months after such termination (regardless of whether such Cooper Alternative
                     Proposal is the same Cooper Alternative Proposal referred to in Clause 3.2(c)(i)).
3.3   Each request by Eaton for an Eaton Reimbursement Payment shall be:
      (a)    submitted in writing to Cooper no later than 45 calendar days following the occurrence of any of the Eaton Payment Events;
      (b)    accompanied by written invoices or written documentation supporting the request for an Eaton Reimbursement Payment;
             and
      (c)    subject to satisfactory compliance with Clause 3.3(b) and the other provisions of this Agreement upon which an Eaton
             Reimbursement Payment may be conditioned, satisfied in full by payment in full by Cooper to Eaton in cleared,
             immediately available funds within 21 calendar days following such receipt of such invoices or documentation.
3.4   If and to the extent that any relevant Tax Authority determines that any Eaton Reimbursement Payment is consideration for a
      taxable supply and that Cooper (or any member of a VAT Group of which Cooper is a member) is liable to account to a Tax
      Authority for VAT in respect of such supply and that all or any part of such VAT is Irrecoverable VAT, then:
      (a)    the amount payable by Cooper by way of any Eaton Reimbursement Payment, together with any Irrecoverable VAT arising
             in respect of the supply for which the payment is consideration, shall not exceed the Cap; and
      (b)    to the extent that Cooper has already paid an amount in respect of any Eaton Reimbursement Payment which exceeds the
             amount described in Clause 3.4(a) above, Eaton shall repay to Cooper the portion of the Irrecoverable VAT in excess of the
             Cap.

                                                                   8
4.   General
     4.1   This Agreement shall be governed by, and construed in accordance with, the laws of Ireland. Each of the Parties irrevocably agrees
           that the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement
           and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out
           of or in connection with this Agreement shall therefore be brought in the courts of Ireland.
     4.2   This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same
           agreement, and each Party may enter into this Agreement by executing a counterpart and delivering it to the other Party (by hand
           delivery, facsimile process, e-mail or otherwise).
     4.3   Any notice or other document to be served under this Agreement may be delivered by overnight delivery service (with proof of
           service) or hand delivery, or sent by facsimile process, to the Party to be served as follows:
                  (i)    if to Eaton, to:
                         Eaton Corporation
                         1111 Superior Avenue
                         Cleveland, Ohio 44114 USA
                         Fax:            +1 216 479-7103
                         Attention:      The Office of the Secretary
                         with copy to:
                         A&L Goodbody
                         25-28 North Wall Quay
                         International Financial Services Centre
                         Dublin 1, Ireland
                         Fax:             +353 (0)1 649 2649
                         Attention:       John Given
                                          Cian McCourt
                         and
                         Simpson Thacher & Bartlett LLP
                         425 Lexington Avenue
                         New York, New York 10017
                         Fax:           +1 (212) 455-2502
                         Attention:     Charles I. Cogut
                                        Mario A. Ponce
                  (ii)   if to Cooper, to:
                         Cooper Industries plc
                         c/o Cooper US, Inc.
                         600 Travis Street, Suite 5600
                         Houston, TX 77002
                         Fax:            (713) 209-8989
                         Attention:      Senior Vice President, General Counsel and Chief Compliance Officer

                                                                        9
                    with copy to:

                    Arthur Cox
                    Earlsfort Centre
                    Earlsfort Terrace, Dublin 2, Ireland
                    Fax:             +353 (0)1 616 3901
                    Attention:       Christopher P.J. McLaughlin
                    and
                    Wachtell, Lipton, Rosen & Katz
                    51 West 52nd Street
                    New York, New York 10019
                    Fax:            +1 (212) 403-2000
                    Attention:      Daniel A. Neff
                                    Gregory E. Ostling
            or such other postal address or fax number as it may have notified to the other Party in writing in accordance with the
            provisions of this Clause 5.3.
      (b)    Any notice or document shall be deemed to have been served:
             (i)    if delivered by overnight delivery or by hand, at the time of delivery; or
             (ii)   if sent by fax, at the time of termination of the fax transmission (provided that any notice received by facsimile
                    transmission at the addressee’s location on any day that is not a Business Day, or on any Business Day after 5:00 p.m.
                    (addressee’s local time), shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next
                    Business Day).
4.4   The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuance in force of
      the remainder of this Agreement.
4.5   No release, discharge, amendment, modification or variation of this Agreement shall be valid unless it is in writing and signed by
      or on behalf of each Party.
4.6   Each Party hereto represents and warrants to the other that, assuming due authorisation, execution and delivery by the other Party
      hereto, this Agreement constitutes the valid and binding obligations of that Party.
4.7   Each Party hereto confirms and agrees that no provision of the Transaction Agreement shall supersede, vary or otherwise amend
      the provisions of this Agreement.

                                                                   10
IN WITNESS whereof the Parties have executed this Agreement as a Deed on the day and year above written.


GIVEN under the common seal
of COOPER INDUSTRIES PLC



/s/ Kirk S. Hachigian
Signature

Kirk S. Hachigian
Print Name
Title: Director

/s/ Terrance V. Helz
Signature

Terrance V. Helz
Print Name
Title: Secretary

                                         [Signature Page to Expense Reimbursement Agreement]
IN WITNESS whereof the Parties have executed this Agreement as a Deed on the day and year above written.


SIGNED for and on behalf of
EATON CORPORATION by its
authorised signatory:



/s Alexander M. Cutler
Signature

Alexander M. Cutler
Print Name
Title: Chairman & CEO

/s/ Thomas E. Moran
Signature

Thomas E. Moran
Print Name
Title: Senior Vice President and Secretary

                                             [Signature Page to Expense Reimbursement Agreement]
                                                                      Exhibit 10.1
                                                                EXECUTION COPY

                       $6,750,000,000
  SENIOR UNSECURED BRIDGE CREDIT AGREEMENT

                         dated as of
                        May 21, 2012
                           among

               TURLOCK CORPORATION,
    which on the Closing Date will be merged with and into

                 EATON CORPORATION,
with Eaton Corporation surviving such merger as the Borrower,

                    ABEIRON LIMITED,
                        as Parent,

                      TURLOCK B.V.,
                       as Holdings 2,
    The Other Guarantors from time to time party hereto,

          The Banks from time to time party hereto,
                             and

      MORGAN STANLEY SENIOR FUNDING, INC.,
              as Administrative Agent,

         CITIGROUP GLOBAL MARKETS INC. and
      MORGAN STANLEY SENIOR FUNDING, INC.,
      as Joint Lead Arrangers and Joint Book Managers,

                             and

                     CITIBANK, N.A.,
                    as Syndication Agent
                                                       TABLE OF CONTENTS

                                                                                          P
                                                                                         AGE

                                                      ARTICLE 1
                                                      D EFINITIONS
Section 1.01. Definitions                                                                  1
Section 1.02. Accounting Terms and Determinations                                         22
Section 1.03. Types of Borrowings                                                         23
Section 1.04. Interpretation (Netherlands)                                                23
                                                      ARTICLE 2
                                                      T HE C REDITS
Section 2.01. Commitments to Lend                                                         23
Section 2.02. Notice of Borrowing                                                         23
Section 2.03. Notice to Banks; Funding of Loans                                           24
Section 2.04. Notes                                                                       24
Section 2.05. Maturity of Loans                                                           25
Section 2.06. Interest Rates                                                              25
Section 2.07. Fees                                                                        26
Section 2.08. Optional Termination or Reduction of Commitments                            26
Section 2.09. Mandatory Termination or Reduction of Commitments                           27
Section 2.10. Prepayments                                                                 27
Section 2.11. Conversion and Continuation Options                                         28
Section 2.12. General Provisions as to Payments                                           29
Section 2.13. Funding Losses                                                              29
Section 2.14. Computation of Interest and Fees                                            30
Section 2.15. Regulation D Compensation                                                   30
Section 2.16. Judgment Currency                                                           30
Section 2.17. Defaulting Banks                                                            31
                                                      ARTICLE 3
                                                      C ONDITIONS
Section 3.01. Conditions Precedent to Effectiveness                                       31
Section 3.02. Conditions Precedent to Closing                                             33
Section 3.03. Action by Banks During Certain Funds Period                                 35
                                                   ARTICLE 4
                              R EPRESENTATIONS AND W ARRANTIES OF THE C REDIT P ARTIES
Section 4.01. Organizational Existence and Power                                          36
Section 4.02. Organizational and Governmental Authorization; No Contravention             36
Section 4.03. Binding Effect                                                              36
Section 4.04. Financial Information; No Material Adverse Change                           37
Section 4.05. Litigation                                                                  38
Section 4.06. Compliance with ERISA                                                       38
Section 4.07. Environmental Matters                                                       38

                                                                  i
Section 4.08. Taxes                                                                                   39
Section 4.09. Subsidiaries                                                                            39
Section 4.10. Not an Investment Company                                                               39
Section 4.11. Full Disclosure                                                                         39
Section 4.12. Liens                                                                                   40
Section 4.13. Compliance with Laws                                                                    40
Section 4.14. Margin Regulations                                                                      40
Section 4.15. Acquisition Related Representations                                                     40
Section 4.16. Effective Date Guarantors                                                               41
                                                           ARTICLE 5
                                                           C OVENANTS
Section 5.01. Information                                                                             41
Section 5.02. Payment of Obligations                                                                  44
Section 5.03. Maintenance of Property; Insurance                                                      44
Section 5.04. Conduct of Business and Maintenance of Existence                                        44
Section 5.05. Compliance with Laws                                                                    45
Section 5.06. Inspection of Property, Books and Records                                               45
Section 5.07. Leverage Ratio                                                                          45
Section 5.08. Negative Pledge                                                                         45
Section 5.09. Limitation on Non-Guarantor Debt                                                        46
Section 5.10. Consolidations, Mergers and Sales of Assets                                             47
Section 5.11. Use of Proceeds                                                                         48
Section 5.12. Progress of Scheme                                                                      48
Section 5.13. Limitations on Activities of Credit Parties During the Certain Funds Period             49
Section 5.14. Covenant to Guarantee Obligations                                                       50
Section 5.15. Payment of Fees in Connection with the Effective Date                                   51
                                                           ARTICLE 6
                                                            D EFAULTS
Section 6.01. Events of Default                                                                       52
Section 6.02. Notice of Default                                                                       54
Section 6.03. Clean-up Period                                                                         55
                                                            ARTICLE 7
                                                    T HE A DMINISTRATIVE A GENT
Section 7.01. Appointment and Authorization                                                           55
Section 7.02. Administrative Agent and Affiliates                                                     55
Section 7.03. Duties of Administrative Agent; Exculpatory Provisions                                  56
Section 7.04. Reliance by the Administrative Agent; Consultation with Experts; Delegation of Duties   57
Section 7.05. Indemnification                                                                         58
Section 7.06. Credit Decision                                                                         58
Section 7.07 . Successor Administrative Agent                                                         59
Section 7.08. No Other Duties, Etc                                                                    60

                                                                      ii
                                                        ARTICLE 8
                                                  C HANGE IN C IRCUMSTANCES
Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair                      60
Section 8.02. Illegality                                                                    60
Section 8.03. Increased Cost and Reduced Return                                             61
Section 8.04. Taxes                                                                         62
Section 8.05. ABR Loans Substituted for Affected Euro-Dollar Loans                          67
Section 8.06. Substitution of Bank                                                          67
                                                          ARTICLE 9
                                                          G UARANTY
Section 9.01. The Guaranty                                                                  68
Section 9.02. Guaranty Unconditional                                                        68
Section 9.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances   69
Section 9.04. Waiver by the Borrower                                                        69
Section 9.05. Subrogation                                                                   69
Section 9.06. Stay of Acceleration                                                          69
Section 9.07. Limitation on Obligations of Guarantor                                        70
Section 9.08. Release of Guarantors                                                         70
Section 9.09. Joinder of Guarantors                                                         70
Section 9.10. Scheme                                                                        70
                                                         ARTICLE 10
                                                        M ISCELLANEOUS
Section 10.01. Notices                                                                      71
Section 10.02. Posting of Approved Electronic Communications                                72
Section 10.03. No Waivers                                                                   73
Section 10.04. Expenses; Indemnification; Waiver                                            73
Section 10.05. Set-Off; Sharing of Payments                                                 74
Section 10.06. Amendments and Waivers                                                       75
Section 10.07. Successors and Assigns                                                       76
Section 10.08. Collateral                                                                   78
Section 10.09. Governing Law; Submission to Jurisdiction                                    78
Section 10.10. Counterparts; Integration                                                    79
Section 10.11. Confidentiality; Treatment of Information                                    79
Section 10.12. Severability                                                                 82
Section 10.13. Survival                                                                     82
Section 10.14. Waiver of Jury Trial                                                         83
Section 10.15. Captions                                                                     83
Section 10.16. No Fiduciary Relationship                                                    83
Section 10.17. USA Patriot Act Notification                                                 83

Annex A        Pricing Schedule
Annex B        Commitments
Annex C        Closing Date Guarantors

                                                                     iii
Annex D       Target Guarantors
Exhibit A     Assignment and Assumption
Exhibit B     Form of Joinder Agreement
Exhibit C     Form of Note
Exhibit D     Form of Notice of Borrowing
Exhibit E     Form of Opinion of McDonald Hopkins LLC
Exhibit F     Form of Opinion of Simpson Thacher & Bartlett LLP
Exhibit G     Form of Reaffirmation
Exhibit H-1   Section 881(c)(3)(A) Certificate
Exhibit H-2   U.S. Tax Compliance Certificate
Exhibit H-3   U.S. Tax Compliance Certificate
Exhibit H-4   Foreign Bank U.S. Tax Compliance Certificate

                                                           iv
                                         SENIOR UNSECURED BRIDGE CREDIT AGREEMENT

      SENIOR UNSECURED BRIDGE CREDIT AGREEMENT (this “ Agreement ”) dated as of May 21, 2012, among TURLOCK
CORPORATION, an Ohio corporation (“ Initial Borrower ”) (which on the Closing Date will be merged with and into EATON
CORPORATION, an Ohio corporation (the “ Company ”), with the Company surviving the Merger (as defined below) as the Borrower,
ABEIRON LIMITED, an Irish private limited company (“ Parent ”), TURLOCK B.V., a private limited liability company ( besloten
vennootschap met beperkte aansprakelijkheid ) incorporated under Dutch law, having its official seat ( statutaire zetel ) in Amsterdam, the
Netherlands and having its office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, registered with the trader register
of the Dutch Chamber of Commerce under file number 08169375 (“ Holdings 2 ”), the other Guarantors (as defined below) party hereto from
time to time, the banks and lending institutions party hereto from time to time (the “ Banks ”) and MORGAN STANLEY SENIOR
FUNDING, INC. (“ MSSF ”), as Administrative Agent;


                                                             W I T N E S S E T H:

      WHEREAS, Initial Borrower desires to enter into the senior unsecured bridge credit facility provided herein to finance the Acquisition
(as defined below) and to pay the Acquisition Costs (as defined below);

     NOW, THEREFORE, the parties hereto agree as follows:

                                                                 ARTICLE 1
                                                                 D EFINITIONS

     Section 1.01 . Definitions. The following terms, as used herein, have the following meanings:

     “ 1990 Act ” means the Companies Act, 1990 of Ireland, as amended.

     “ 2011 Form 10-Ks ” means the Company’s 2011 Form 10-K and the Target’s 2011 Form 10-K.

     “ 2012 Form 10-Qs ” means the Company’s March 2012 Form 10-Q and the Target’s March 2012 Form 10-Q.

     “ 2012 Notes ” means the Company’s 5.75% Notes due 2012.

     “ ABR ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the
highest of:

     (a) for any day, the Prime Rate;

                                                                       1
     (b) for any day, 0.50% per annum above the Federal Funds Rate;

      (c) for any day, the applicable interest rate for a Euro-Dollar Loan with an Interest Period of one month beginning on such day (or if such
day is not a Euro-Dollar Business Day, the immediately preceding Euro-Dollar Business Day) plus 1% per annum.

      Each change in any interest rate provided for herein based upon the ABR resulting from a change in the ABR shall take effect at the time
of such change in the ABR.

      “ ABR Loan ” means a Loan to be made by a Bank as an ABR Loan in accordance with the Notice of Borrowing or pursuant to
Section 2.11 or Article 8.

     “ ABR Margin ” means, at any time, the Euro-Dollar Margin at such time minus 1.00%.

     “ Acquisition ” means the proposed acquisition by Parent of Target by means of the Scheme, including any issuance of Equity Interests
by Parent, directly or indirectly, to existing shareholders, optionholders and/or other equity award holders of Target in connection with the
Scheme, as described in the Press Release and provided for in the Transaction Agreement.

      “ Acquisition Costs ” means fees (including the fees payable under the Loan Documents and the Fee Letter) and expenses (including
taxes thereon) and all stamp, documentary, registration or similar taxes and duties, in any such case payable by or incurred by or on behalf of
Parent, the Company, the Borrower or any of their respective Affiliates in connection with the Transactions and the other transactions
contemplated by this Agreement and the Transaction Agreement, including, without limitation, the preparation, negotiation of and entry into of
this Agreement, the other Loan Documents, the Fee Letter, the Transaction Agreement and the Scheme Documents.

     “ Act ” means the Companies Act 1963 of Ireland, as amended.

      “ Adjusted Consolidated Net Worth ” means at any date the sum, without duplication, of (i) the consolidated shareholders’ equity of
Parent and its Consolidated Subsidiaries (or, with respect to any period prior to the Closing Date, the Company and its Consolidated
Subsidiaries), (ii) their consolidated liability for post-retirement benefits other than pensions, (iii) the aggregate carrying value of any
outstanding Qualifying Preferred Stock, all determined as of such date and (iv) the negative non-cash alternative minimum liability pension
adjustments taken after October 31, 2002 in an aggregate amount not to exceed $1,000,000,000 (it being understood and agreed that, for
purposes of this definition, as of the Closing Date, Parent and its Consolidated Subsidiaries shall include the Company, Target and their
respective Consolidated Subsidiaries).

     “ Administrative Agent ” means MSSF in its capacity as administrative agent for the Banks hereunder, and its successors in such
capacity.

                                                                        2
    “ Administrative Questionnaire ” means, with respect to each Bank, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank.

      “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls or
is controlled by or is under common control with the Person specified.

     “ Agent’s Group ” has the meaning set forth in Section 7.02.

     “ Aggregate Commitments ” means the aggregate Commitments of all Banks.

     “ Aggregate Outstanding Amount ” means the aggregate Outstanding Amount of Loans of all Banks.

     “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

     “ Anti-Money Laundering Laws ” means any law applicable to a Credit Party or its Subsidiaries, related to terrorism financing or
money laundering, including any applicable provision of Title III of the USA PATRIOT Act and The Currency and Foreign Transactions
Reporting Act (also known as the “Bank Secrecy Act” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

      “ Applicable Lending Office ” means, with respect to any Bank, (i) in the case of its ABR Loans, its Domestic Lending Office and (ii) in
the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

       “ Applicable Percentage ” means, with respect to any Bank at any time, the percentage of the Aggregate Commitments or Aggregate
Outstanding Amount, as applicable, represented by such Bank’s Commitment or the Outstanding Amount, as applicable, at such time. The
initial Applicable Percentage of each Bank is set forth opposite the name of such Bank on Annex B or in the Assignment and Assumption
pursuant to which such Bank becomes a party hereto, as applicable.

       “ Approved Electronic Communications ” means each Communication that the Borrower is obligated to, or otherwise chooses to,
provide to the Administrative Agent pursuant hereto or the transactions contemplated herein, including any financial statement, financial and
other report, notice, request, certificate and other information material; provided that, solely with respect to delivery of any such
Communication by the Borrower to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s
right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections
afforded hereby to the Administrative Agent in connection with any such posting, the term “Approved Electronic Communication” shall
exclude (i) the Notice of Borrowing and any other notice, demand, communication, information, document and other material relating to the
Borrowing, (ii) any notice pursuant to Section 2.08, Section 2.09, Section 2.10 and Section 2.11 and any other notice relating to the payment of
any principal or

                                                                        3
other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default and (iv) any notice, demand,
communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article 3 or any
other condition to the Borrowing or any condition precedent to the effectiveness of this Agreement.

     “ Approved Electronic Platform ” has the meaning set forth in Section 10.02.

      “ Approved Fund ” means, with respect to any Bank that is a fund or commingled investment vehicle that invests in bank loans, any
other fund that invests in bank loans and is managed or advised by the same investment advisor as such Bank or by an Affiliate of such
investment advisor.

      “ Asset Sale ” means any non-ordinary course Disposition or series of related non-ordinary course Dispositions by Parent or any of its
Subsidiaries (or, for purposes of Section 2.10(c), the Company or any of its Subsidiaries) other than (a) any Disposition of inventory, used or
surplus equipment, cash or cash equivalents (it being understood that cash equivalents shall not include Equity Interests), (b) Dispositions by
Parent to any Subsidiary or by any Subsidiary to Parent or any other Subsidiary (or, for purposes of Section 2.10(c), by the Company to any
Subsidiary or by any Subsidiary to the Company or any of its Subsidiaries), (c) Dispositions under factoring or other similar receivables-type
financing arrangements and (d) the sale or disposition of the Equity Interests or assets of Apex Tool Group, LLC.

     “ Assignee ” has the meaning set forth in Section 10.07(c).

     “ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Bank and an Assignee (with the
consent of any party whose consent is required by Section 10.07), and accepted by the Administrative Agent, in substantially the form of
Exhibit A or any other form approved by the Administrative Agent.

      “ Bank ” means each bank or financial institution listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to
Section 10.07(c), and their respective successors.

      “ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan
or a Multi-Employer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

     “ Board ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

     “ Borrower” means (i) prior to the Closing Date, Initial Borrower and (ii) from and after the Closing Date, the Company.

     “ Borrowing ” has the meaning set forth in Section 1.03.

                                                                        4
      “ Capital Reduction ” means the proposed reduction of the share capital of the Target under Sections 72 and 74 of the Act, which forms
part of the Scheme.

      “ Certain Funds Event of Default ” means a Default under any of (i) Section 6.01(b) or Section 6.01(c) in respect of the failure of
Parent or any of its Subsidiaries, including, for these purposes, the Company or any of its Subsidiaries (but excluding in any event, the Target
Group) to observe or perform any covenant or agreement contained in Section 5.04 (to the extent relating to the maintenance of such Person’s
organizational existence only and assuming notice of such default had been provided to the Borrower by the Administrative Agent),
Section 5.08, Section 5.09, Section 5.10, Section 5.12(a), Section 5.12(b) or Section 5.13(a) or (c), (ii) Section 6.01(g) or Section 6.01(h)
(solely with respect to the Initial Borrower, the Company and the Effective Date Guarantors) or (iii) Section 6.01(k) or Section 6.01(l).

     “ Certain Funds Period ” means the period commencing on the Effective Date and ending on (and including) the Certain Funds
Termination Date.

      “ Certain Funds Purpose ” means payment of (i) all or part of the cash price payable by Parent or any of its Affiliates to the holders of
the Shares and optionholders in the Target (including any distributions of the proceeds of the Loans by Initial Borrower directly or indirectly to
Parent for such purpose) pursuant to the Transactions and (ii) the Acquisition Costs.

     “ Certain Funds Representations ” means each of the representations set out in Sections 4.01 (but limited to organization, existence and
good standing only), 4.02, 4.03, 4.10 and 4.14 (but limited to the second sentence thereof), in each case only insofar as such representations
apply to Parent and its Subsidiaries, including the Company and its Subsidiaries (but excluding the Target Group).

     “ Certain Funds Termination Date ” means the first date on which a Mandatory Cancellation Event occurs or exists.

     “ CFC ” has the meaning set forth in the definition of “Disregarded Entity”.

     “ CGMI ” means Citigroup Global Markets Inc.

     “ Change in Law ” has the meaning set forth in Section 8.03.

     “ Citibank ” means Citibank, N.A.

     “ Clean-up Period ” means the 60-day period after the Closing Date.

     “ Closing Date ” means the date after the Effective Date on which the conditions precedent specified in Section 3.02 are satisfied or
waived in accordance with Section 10.06 and the Loans are made to the Borrower.

     “ Closing Date Guarantors ” means, collectively, each Domestic Subsidiary of the Company listed on Annex C and each other
Subsidiary of the Company that, as of the

                                                                        5
Closing Date, is an issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit
facilities.

      “ Commitment ” means, with respect to each Bank, the amount set forth opposite the name of such Bank on the signature pages hereof,
as such amount may be reduced from time to time pursuant to Section 2.08 or Section 2.09 or increased or reduced from time to time pursuant
to Section 10.07(c).

     “ Communications ” means each notice, demand, communication, information, document and other material provided for hereunder or
under any other Loan Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Loan Documents,
Parent or its Subsidiaries or the transactions contemplated by this Agreement or the other Loan Documents, including all Approved Electronic
Communications.

     “ Company ” has the meaning set forth in the introductory paragraph hereto and shall include its successors.

     “ Company Shares ” means the Equity Interests of the Company.

   “ Company’s 2011 Form 10-K ” means the Company’s annual report on Form 10- K for 2011, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.

     “ Company’s March 2012 Form 10-Q ” means the Company’s quarterly report on Form 10-Q for the fiscal quarter ending March 31,
2012, as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

     “ Compliance Certificate ” has the meaning given to such term in Section 5.01(c).

      “ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated)
or that are franchise taxes or branch profits taxes.

     “ Consolidated Capitalization ” means at any date an amount equal to the sum of (i) Consolidated Debt at such date plus (ii) Adjusted
Consolidated Net Worth at such date.

       “ Consolidated Debt ” means at any date the Debt of Parent and its Consolidated Subsidiaries, determined on a consolidated basis as of
such date (it being understood and agreed that, for purposes of this definition, as of the Closing Date, Parent and its Consolidated Subsidiaries
shall include the Company, Target and their respective Consolidated Subsidiaries).

      “ Consolidated Subsidiary ” means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of
Parent (or during any period prior to the Closing Date, the Company) in its consolidated financial statements if such statements were prepared
as of such date.

                                                                         6
     “ Court ” means the High Court of Ireland.

      “ Court Meeting ” means the meeting of the holders of the Shares in the Target or any adjournment thereof to be convened by an order
of the Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment), together with
any meeting held as a result of an adjournment or reconvention by the Court thereof.

     “ Court Order ” means the order(s) of the Court sanctioning the Scheme under Section 201 of the Act and confirming the associated
Capital Reduction.

     “ Credit Parties ” means the Borrower and the Guarantors.

      “ Debt ” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property which has been acquired prior to such date or services which have been provided prior to such date, except trade
accounts payable and accounts for services arising in the ordinary course of business and deferred compensation and other accruals or reserves
(including post-retirement benefits) relating to the services of employees, (iv) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all obligations of others of the types referred to in clauses (i) and (ii) of this definition which are secured by a Lien
on any asset of such Person, whether or not such Person has assumed such obligations, and (vi) all obligations of others of the types referred to
in clauses (i) and (ii) of this definition which are Guaranteed by such Person; provided that the term “Debt” shall not include money borrowed
against the cash surrender value of life insurance policies.

      “ Debt Issuance ” means the issuance or incurrence of Debt referred to in clause (i) or (ii) of the definition thereof by Parent or any
Subsidiary (or, for purposes of Section 2.10(c), the Company or any of its Subsidiaries), including, for the avoidance of doubt, any issuance or
incurrence of Debt referred to in clause (i) or (ii) of the definition thereof in connection with or to finance the Acquisition (or refinance any
such Debt) whether or not issued and deposited in an escrow account, but excluding Excluded Debt and the Loans.

     “ Default ” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or
both would, unless cured or waived, become an Event of Default.

      “ Defaulting Bank ” means any Bank, reasonably determined by the Administrative Agent, that (a) has failed to fund any portion of the
Loans required to be funded by it hereunder within two Domestic Business Days of the date required to be funded hereunder, unless the subject
of a good faith dispute or unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Bank
any other amount required to be paid by it hereunder within two Domestic Business Days of the date when due, unless the subject of a good
faith dispute or unless such

                                                                         7
failure has been cured, (c) has notified the Borrower, the Administrative Agent or any Bank in writing that it does not intend to comply with
any of its funding obligations under this Agreement unless the subject of a good faith dispute or has made a public statement to the effect that it
does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend
credit, (d) has failed, within three Domestic Business Days after request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans, unless the subject of a good faith dispute; provided that any such
Bank shall cease to be a Defaulting Bank under this clause (d) upon receipt of such confirmation by the Administrative Agent, (e) (i) has
become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment; provided that a Bank shall not qualify as a Defaulting Bank solely as a result of the acquisition or maintenance of
an ownership interest in such Bank or its parent company, or to the exercise of control over such Bank or any Person controlling such Bank, by
a governmental authority or instrumentality thereof so long as such ownership or control of any equity interests in such Bank or Person
controlling such Bank does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from
enforcement of judgments or writs of attachment on its assets or permit such Bank (or governmental authority or instrumentality thereof) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank.

      “ Disclosed Litigation ” means the litigation disclosed in Part I, Item 3 or Part IV, Item 15, Notes 7 or 8 of the Company’s 2011 Form
10-K or Part II, Item 1 of the Company’s March 2012 Form 10-Q, including with respect to any disputes regarding taxes, and the litigation
disclosed in Part I, Item 3 or Part IV, Item 15, Notes 8, 9 or 19 of the Target’s 2011 Form 10-K or Part II, Item 1 of the Target’s March 2012
Form 10-Q,

      “ Disposition ” means, with respect to any Person, (i) any sale or other disposition of any assets or property by such Person including any
sale or other disposal of any notes or accounts receivable or any rights and claims associated therewith and (ii) any sale or disposition of any
Equity Interests in any Subsidiary of such Person.

      “ Disregarded Entity ” means a Subsidiary that is a flow-through entity (i.e., a partnership or a disregarded entity) for United States
federal income tax purposes and has no material assets other than Equity Interests of one or more Subsidiaries that are “controlled foreign
corporations” within the meaning of Section 957(a) of the Internal Revenue Code (each such controlled foreign corporation, a “ CFC ”).

     “ dollars ” has the meaning set forth in Section 2.16.

      “ Domestic Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks are authorized by law to
close, or are in fact closed in the state of New York.

                                                                         8
      “ Domestic Lending Office ” means, as to each Bank, its office located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Bank may hereafter designate as its
Domestic Lending Office by notice to the Borrower and the Administrative Agent.

     “ Domestic Subsidiaries ” means any Subsidiary of Parent that is organized under the laws of the United States or any State thereof, but
excluding any Disregarded Entity.

     “ Duration Fee ” has the meaning set forth in Section 2.07(b).

     “ Effective Date ” has the meaning set forth in Section 3.01.

     “ Effective Date Guarantors ” means Parent and Holdings 2.

       “ Embargoed Person ” means (a) any country or territory that is the target of a sanctions program administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“ OFAC ”) or (b) any Person that (i) is or is owned or controlled by a Person publicly
identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, (ii) is the target of a sanctions
program or sanctions list (A) administered by OFAC, the European Union or Her Majesty’s Treasury, or (B) under the Iran Sanctions Act, as
amended, section 1245 of the National Defense Authorization Act for Fiscal Year 2012 or Executive Order 13590 “Authorizing the Imposition
of Certain Sanctions with respect to the Provision of Services, Technology or Support for Iran’s Energy and Petro-chemical Sectors,” effective
November 21, 3011 (collectively, “ Sanctions ”) or (iii) resides, is organized or chartered, or has a place of business in a country or territory
that is the subject of a sanctions program administered by OFAC.

       “ Environmental Laws ” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental
restrictions relating to the protection of the environment, the effect of the environment on human health or to emissions, discharges or releases
of pollutants, contaminants, Hazardous Substances or wastes into the environment, including, without limitation, ambient air, surface water,
ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

      “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

     “ Equity Issuance ” means the issuance of Equity Interests of Parent or any of its Subsidiaries (or, for purposes of Section 2.10(c), the
Company or any of its Subsidiaries) to any Person following the Effective Date, other than (i) by any Subsidiary to Parent or any other
Subsidiary (as applicable) (or, for purposes of Section 2.10(c), any Subsidiary

                                                                         9
of the Company to the Company or any of the Company’s other Subsidiaries (as applicable)), (ii) pursuant to any employee equity
compensation plan, employee benefit plan, stock option or stock purchase plan, management equity plans, or other similar benefit plans or
compensation arrangements or accommodations for current or former directors, officers, employees or consultants of Parent or any of its
Subsidiaries (or, for purposes of Section 2.10(c), the Company or any of its Subsidiaries) existing on the Effective Date or established
thereafter in the ordinary course of business or pursuant to dividend reinvestment plans established for the benefit of the common stockholders
of Parent (or, for purposes of Section 2.10(c), the Company) and (iii) by Parent or any of its Subsidiaries, directly or indirectly, to, as the case
may be, Parent or any of its Subsidiaries, and by Parent or any of its Subsidiaries, directly or indirectly, to existing shareholders of the
Company in connection with the Merger or to existing shareholders, optionholders or other equity award holders of Target in connection with
the Transactions.

    “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, and the regulations
promulgated and rulings issued thereunder.

      “ ERISA Group ” means Parent, any Subsidiary and all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with Parent or any Subsidiary, are treated as a single employer under
Section 414 of the Internal Revenue Code.

      “ Euro-Dollar Business Day ” means any Domestic Business Day on which commercial banks are open for international business
(including dealings in dollar deposits) in London.

     “ Euro-Dollar Lending Office ” means, as to each Bank, its office, branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

     “ Euro-Dollar Loan ” means a Loan to be made by a Bank as a Euro-Dollar Loan in accordance with the Notice of Borrowing or
pursuant to Section 2.11.

     “ Euro-Dollar Margin ” has the meaning set forth on the Pricing Schedule.

      “ Euro-Dollar Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal,
carried out to five decimal places) in effect on such day, whether or not applicable to any Bank, under regulations issued from time to time by
the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

     “ Event of Default ” has the meaning set forth in Section 6.01.

                                                                         10
      “ Excluded Debt ” means (i) intercompany Debt among Parent and/or the Subsidiaries (or, for purposes of Section 2.10(c), the Company
and/or its Subsidiaries), (ii) credit extensions under the Existing Company Credit Agreements (and any refinancing, renewal, refunding,
extension or replacement thereof in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced
funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus
(without duplication) an amount equal to any commitment unutilized thereunder and the aggregate amount of commitments under the Existing
Target Credit Agreement as of the Effective Date), (iii) any Debt issued to refinance, renew, refund, extend or replace the 2012 Notes (in an
aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount thereof plus accrued and unpaid
interest thereon and fees and expenses incurred in connection therewith), (iv) any Debt issued or incurred in the ordinary course of business for
working capital purposes in an aggregate amount not to exceed $100,000,000, (v) any Debt issued or incurred in the ordinary course of
business for purchase money, capital leases or to finance the acquisition, construction or improvement of assets, (vi) any commercial paper
backed by the Existing Company Credit Agreements or the Existing Target Credit Agreement (or under any facilities refinancing, renewing,
refunding, extending or replacing the Existing Company Credit Agreements and/or the Existing Target Credit Agreement and meeting the
requirements set forth in clause (ii) above) and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate
principal amount not to exceed $300,000,000.

      “ Excluded Person ” means, (i) any Person that is not a direct or indirect wholly owned Subsidiary of Parent, (ii) any Person that is
prohibited by any applicable law, rule or regulation binding on such Person or its properties or by any contractual obligation existing on the
date such Person is formed, acquired or (solely with respect to prohibitions under applicable law, rule or regulation) redomiciled, in each case
from guaranteeing the obligations under this Agreement (and for so long as such prohibition is in effect), (iii) any CFC, any Disregarded Entity
or any Subsidiary that is owned by a CFC and (iv) any Person to the extent that the guarantee of the obligations under this Agreement would
result in material adverse tax consequences to Parent or any of its Subsidiaries as reasonably determined by the Borrower.

     “ Existing Company Credit Agreements ” means, collectively, (i) the Revolving Credit Agreement, dated as of May 12, 2008, among
the Company the lending institutions party thereto from time to time and Citicorp USA, Inc., as administrative agent, as amended,
supplemented or otherwise modified from time to time, (ii) the Revolving Credit Agreement, dated as of November 24, 2009, among the
Company, the lending institutions party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, as amended,
supplemented or otherwise modified from time to time and (iii) the Revolving Credit Agreement, dated as of June 16, 2011 among the
Company, the lending institutions party thereto from time to time and Citibank, N.A., as administrative agent, as amended, supplemented or
otherwise modified from time to time.

      “ Existing Target Credit Agreement ” means the Credit Agreement, dated as of May 26, 2011, among Target and Cooper US Inc., the
subsidiary guarantors and the

                                                                       11
lending institutions party thereto from time to time and Citibank, N.A., as administrative agent, as amended, supplemented or otherwise
modified from time to time.

      “ FATCA ” means Sections 1471 though 1474 of the Internal Revenue Code, as in effect on the date hereof (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official
interpretations thereof.

     “ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended.

      “ Federal Funds Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Domestic Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Domestic Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

     “ Fee Letter ” means the fee and syndication letter, dated as of the date hereof, among the Company and the Joint Lead Arrangers.

      “ Filing Date ” means the date on which the order of the Court confirming the Capital Reduction is filed with the Registrar of Companies
of Ireland as required under Section 75 of the Act.

     “ Foreign Bank ” means a Bank that is not a U.S. Person.

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

     “ General Meeting ” means the general meeting of the holders of Shares in the Target (or any adjournment thereof) to be convened in
connection with the Scheme.

     “ Group ” means Parent and its Subsidiaries together with the Target Group.

      “ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt
of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) assuring in any other manner the obligee of such Debt of the payment thereof or protecting such obligee against
loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include (a) endorsements for collection or deposit in
the ordinary course of business or (b) any other obligation described in the foregoing definition if the related Debt does not exceed $1,000,000
in the case of any single obligation excluded

                                                                       12
pursuant to this clause (b) or $10,000,000 in the aggregate for all obligations excluded pursuant to this clause (b). The term “Guarantee” used
as a verb has a corresponding meaning.

      “ Guarantors ” means, from the Effective Date to the Closing Date, the Effective Date Guarantors, and from the Closing Date, the
Effective Date Guarantors and each other Subsidiary of Parent that becomes a Guarantor pursuant to Section 3.02(c), Section 5.14 or otherwise
by delivering a Joinder Agreement.

     “ Hazardous Substances ” means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives,
by-products, asbestos, asbestos containing material, polychlorinated biphenyls, lead, lead containing material, toxic mold and other
hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

      “ Holdings 1 ” means Comdell Limited, a company incorporated in Ireland with registered number 513275 having its registered office at
70 Sir John Rogerson’s Quay Dublin 2, Ireland, and shall include its successors.

     “ Holdings 2 ” has the meaning set forth in the introductory paragraph hereof and shall include its successors.

     “ Indemnitee ” has the meaning set forth in Section 10.04(b).

     “ Information ” has the meaning set forth in Section 10.11.

     “ Information Documents ” means the 2011 Form 10-Ks and the 2012 Form 10-Qs.

     “ Initial Banks ” means collectively, MSSF and Citibank.

     “ Initial Borrower ” has the meaning set forth in the introductory paragraph hereof and shall include its successors.

     “ Insignificant Subsidiaries ” means any one or more Subsidiaries (other than the Borrower or a Guarantor) which, if considered in the
aggregate as a single subsidiary, would not constitute a “significant subsidiary” as defined in Rule 12b-2 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.

      “ Interest Period ” means: (a) with respect to any Euro-Dollar Loan, (i) initially, the period commencing on the borrowing or conversion
date, as the case may be, with respect to such Euro-Dollar Loan and ending one, two, three or six months thereafter, as selected by the
Borrower in the Notice of Borrowing or notice of conversion, as the case may be, given with respect thereto; and (ii) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Euro-Dollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Euro-Dollar Business

                                                                       13
Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:

      (A) if any Interest Period would otherwise end on a day that is not a Euro-Dollar Business Day, such Interest Period shall be extended to
the next succeeding Euro-Dollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding Euro-Dollar Business Day;

      (B) the Borrower may not select an Interest Period that would extend beyond the Maturity Date; and

     (C) any Interest Period that begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Euro-Dollar Business Day of a
calendar month.

     (b) with respect to each ABR Borrowing, the period commencing on the date of such Borrowing and ending on the last Domestic
Business Day of the earliest of the months of March, June, September and December thereafter; provided that:

      (i) any Interest Period (other than an Interest Period determined pursuant to clause (ii) below) which would otherwise end on a day which
is not a Domestic Business Day shall be extended to the next succeeding Domestic Business Day; and

      (ii) any Interest Period that would otherwise end after the Maturity Date shall end on the Maturity Date.

    “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, or any successor statute, and the regulations
promulgated and rulings issued thereunder.

      “ Irish Business Day ” means any Domestic Business Day on which commercial banks are open for international business (including
dealings in dollar deposits) in Ireland.

      “ Irish Takeover Rules ” means the Irish Takeover Panel Act 1997, Takeover Rules 2007 (as amended).

      “ IRS ” means the United States Internal Revenue Service.

      “ Joinder Agreement ” means the joinder agreement substantially in the form of Exhibit B.

      “ Joint Lead Arrangers ” means, collectively, CGMI and MSSF, each a “Joint Lead Arranger”.

                                                                         14
      “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge or security interest of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security interest, in respect of such asset; provided that the term “Lien” shall
not include (i) title defects, easements, encroachments, encumbrances or rights-of-way or (ii) any mortgage, lien, pledge, charge or security
interest on or in any assets of a Subsidiary securing only indebtedness owed by such Subsidiary to Parent or to one or more Wholly-Owned
Consolidated Subsidiaries. For the purposes of this Agreement, Parent or any Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

     “ Loan ” means an ABR Loan or a Euro-Dollar Loan and “ Loans ” means ABR Loans or Euro-Dollar Loans or any combination of the
foregoing.

      “ Loan Documents ” means, collectively, this Agreement, the Notes and any Joinder Agreement.

      “ London Interbank Offered Rate ” has the meaning set forth in Section 2.06(c).

      “ Long Stop Date ” means the date that is nine months after the Effective Date; provided , that if as of such date all Conditions (as
defined in the Transaction Agreement) to the Scheme and to the obligations of Parent, the Initial Borrower, the Company, Holdings 2 and
Holdings 1 to effect the Acquisition have been satisfied or would be satisfied if the Acquisition were completed on such date, other than
Conditions (as defined in the Transaction Agreement) 2(c), 2(d), 3(c), 3(d) and 3(e), the Long Stop Date shall be the date that is one year after
the Effective Date.

      “ Majority Banks ” means, at any time, Banks with Commitments or Outstanding Amounts, as applicable, representing more than 50%
of the Aggregate Commitments or Aggregate Outstanding Amount, as applicable, at such time; provided that the Commitment and Outstanding
Amount of any Defaulting Bank shall be excluded for purposes of making a determination of Majority Banks.

      “ Mandatory Cancellation Event ” means the occurrence of any of the following conditions or events: (a) a Court Meeting is held to
approve the Scheme at which a vote is held to approve the Scheme, but the Scheme is not so approved by the shareholders of the Target at such
Court Meeting; (b) a General Meeting is held to pass the Scheme Resolutions at which a vote is held on the Scheme Resolutions, but the
Scheme Resolutions are not passed by the shareholders of the Target at such General Meeting; (c) applications for the issuance of the Court
Order are made to the Court but the Court refuses to grant one or both of the Court Orders; (d) the Scheme lapses or is withdrawn; (e) the Press
Release is not issued on or before the date falling five Irish Business Days after the Effective Date; (f) the Scheme Circular is not dispatched
within 28 days of the date of the Press Release or, if later, promptly after the date on which the Court convenes a meeting of the holders of the
Shares to consider the Scheme; (g) the Filing Date does not occur within 5 days of the issuance by the Court of the Court Order; (h) the date

                                                                          15
which is 15 days after the Scheme Effective Date; (i) the date on which the Target becomes a wholly owned subsidiary of Parent and all of the
consideration payable in respect of the Shares has been paid in full; (j) the Long Stop Date; or (k) a meeting of the holders of the Company
Shares is held to approve the Acquisition at which a vote is held to approve the Acquisition and completed, but the Acquisition is not so
approved.

     “ Margin Stock ” means margin stock within the meaning of Regulation U.

     “ Material ” means material in relation to Parent and its Consolidated Subsidiaries, taken as a whole.

       “ Material Adverse Effect ” means any material adverse effect upon the condition (financial or otherwise), results of operations, assets,
liabilities, business, operations, prospects, capitalization or shareholders’ equity of Parent and its Consolidated Subsidiaries, taken as a whole.

     “ Material Debt ” means Debt (other than the Loans made hereunder) of Parent and/or one or more of its Subsidiaries, arising in one or
more related or unrelated transactions, in an aggregate principal amount exceeding $150,000,000.

     “ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $150,000,000.

     “ Maturity Date ” means the date that is 364 days after the Closing Date.

      “ Merger ” means the merger of Initial Borrower with and into the Company, with the Company continuing as the surviving corporation
in accordance with the Transaction Agreement.

     “ Moody’s ” means Moody’s Investors Service, Inc.

     “ MSSF ” has the meaning set forth in the introductory paragraph hereof.

      “ Multi-Employer Plan ” means, at any time, a plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA Group during such five-year period.

      “ Net Cash Proceeds ” means the proceeds actually received by Parent or any of its Subsidiaries (or, for purposes of Section 2.10(c), the
Company or any of its Subsidiaries) in the form of cash or cash equivalents (it being understood that cash equivalents will not include Equity
Interests) from any Debt Issuance, Equity Issuance or Asset Sale or, in the case of any Recovery Event, any insurance proceeds or
condemnation awards in respect of such Recovery Event, in each case net of (i) brokers’, investment bankers’ and advisors’ (including legal,
accountants, consultants and financial advisors) fees and other discounts, commissions, placement fees and other fees, costs and expenses
incurred in connection with any such transaction ( provided , that for purposes of

                                                                         16
calculating the Net Cash Proceeds from any Debt Issuance issued and deposited into an escrow account, the Net Cash Proceeds shall be net of a
reasonable amount of fees, costs and expenses estimated in good faith by Parent (or, for purposes of Section 2.10(c), the Company) to be
deducted from the proceeds deposited into such escrow account upon release from escrow) and (ii) in the case of any Asset Sale or Recovery
Event, (A) amounts required to be applied to the repayment of any Debt (or other obligations) secured by a Lien on an asset which is the
subject of such Asset Sale or Recovery Event, (B) taxes paid or reasonably estimated to be payable as a result thereof, (C) the amount of any
reserves established to fund contingent liabilities reasonably estimated to be payable as a result thereof ( provided , that upon any termination
of such reserves, all such amounts not paid out in connection therewith shall deemed to be “Net Cash Proceeds” of such Asset Sale), (D) so
long as no Event of Default shall have occurred and be continuing on the date of any such application or commitment, amounts applied or
committed to be applied to the purchase price, reconstruction or replacement of property or assets useful in the business of Parent and its
Subsidiaries, within 180 days after receipt of such proceeds (or in the case of a commitment to apply, to the extent so applied within the later of
(i) such 180 th day and (ii) 45 days from the date of such commitment) and (E) proceeds of Asset Sales or Recovery Event by foreign
Subsidiaries to the extent the repatriation of such proceeds to the United States is prohibited or delayed by applicable local law or would in the
reasonable judgment of the Borrower have a materially adverse tax consequence ( provided that upon the cessation of such delay, the proceeds
subject to such delay shall be deemed to be “Net Cash Proceeds” of such Asset Sale or Recovery Event); provided that no proceeds of an Asset
Sale or Recovery Event shall constitute Net Cash Proceeds except to the extent in excess of $250,000,000, in the aggregate for all Asset Sales
and Recovery Events. Any such proceeds received by a Subsidiary that is not wholly owned shall only be “Net Cash Proceeds” to the extent
that Parent (or the Company as applicable) may cause such proceeds to be distributed to it or to a wholly owned Subsidiary of Parent (or the
Company as applicable) under applicable law and subject to any contractual restriction binding on or affecting such Subsidiary.

      “ Non-U.S. Benefit Event ” shall mean, with respect to any Non-U.S. Pension Plan, (a) the existence of unfunded liabilities in excess of
the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a governmental
authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such
contributions or payments, (c) the receipt of a notice by a governmental authority relating to the intention to terminate any such Non-U.S.
Pension Plan or to appoint a trustee or similar official to administer any such Non-U.S. Pension Plan, or alleging the insolvency of any such
Non-U.S. Pension Plan, (d) the incurrence of any liability by Parent or any Subsidiary under applicable law on account of the complete or
partial termination of such Non-U.S. Pension Plan or the complete or partial withdrawal of any participating employer therein, or (e) the
occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of
any liability by Parent or any of its Subsidiaries, or the imposition on Parent or any of its Subsidiaries of any fine, excise tax or penalty
resulting from any noncompliance with any applicable law.

                                                                        17
     “ Non-U.S. Pension Plan ” shall mean any benefit plan that under applicable law other than the laws of the United States or any political
subdivision thereof, is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained
exclusively by a governmental authority.

     “ Notes ” means promissory notes of the Borrower, substantially in the form of Exhibit C hereto, evidencing the obligation of the
Borrower to repay the Loans made to it, and “Note” means any one of such promissory notes issued hereunder.

     “ Notice of Borrowing ” has the meaning set forth in Section 2.02.

     “ OFAC ” has the meaning set forth in the definition of “Embargoed Person”.

      “ Other Connection Taxes ” means, with respect to any Recipient, taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such tax (other than connections arising from such Recipient having executed, delivered, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

     “ Other Taxes ” has the meaning set forth in Section 8.04(b).

     “ Outstanding Amount ” means with respect to each Bank, the aggregate outstanding principal amount of Loans on any date held by
such Bank after giving effect to the Borrowing and prepayments or repayments of such Loans occurring on or prior to such date.

     “ Panel ” means the Irish Takeover Panel.

      “ Parent ” has the meaning set forth in the introductory paragraph hereof and shall include its successors (including any Person becoming
party hereto as “Parent” as contemplated by Section 6.01(k)).

     “ Parent Bank ” means, with respect to any Bank, any Person controlling such Bank.

     “ Participant ” has the meaning set forth in Section 10.07(b).

     “ Participant Register ” has the meaning set forth in Section 10.07(b).

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

                                                                        18
      “ Plan ” means at any time an employee pension benefit plan (other than a Multi- Employer Plan) which is covered by Title IV of ERISA
or subject to the minimum funding standards under Sections 412 and 430 of the Internal Revenue Code or Sections 302 and 303 of ERISA and
either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) for
purposes of the imposition of liability under Section 4069 of ERISA, has at any time within the preceding five years been maintained, or
contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

      “ Press Release ” means a press release in the form agreed by Parent and the Target released by Parent and/or the Target to announce a
firm intention on the part of Parent to make an offer to acquire the Shares by way of the Scheme in accordance with Rule 2.5 of the Irish
Takeover Rules.

     “ Pricing Schedule ” is contained on Annex A hereto.

       “ Prime Rate ” means, for any day, the rate of interest per annum from time to time published in the “Money Rates” section of The Wall
Street Journal as being the “Prime Lending Rate” or, if more than one rate is published as the Prime Lending Rate, then the highest of such
rates; each change in the Prime Rate shall be effective from and including the date such rate is published in The Wall Street Journal of a “Prime
Lending Rate” that is different from that published on the preceding Domestic Business Day; provided , that in the event The Wall Street
Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Administrative Agent shall choose a reasonably comparable
index or source to use as the basis for the Prime Lending Rate.

      “ Qualifying Preferred Stock ” means any preferred stock of Parent, if and to the extent that the terms of such preferred stock do not
provide for any redemption, repurchase or other acquisition thereof (except a redemption, repurchase or other acquisition thereof at the option
of Parent) prior to the date which is 30 days after the Maturity Date.

     “ Recipient ” means (a) the Administrative Agent and (b) any Bank.

      “ Recovery Event ” means (i) any damage to, destruction of, or other casualty or loss involving any property or asset or (ii) any seizure,
condemnation, confiscation or taking under the power of eminent domain of, or any relinquishing of title or use of or relating to, or any similar
event in respect of, any property or asset, in each case of Parent or its Subsidiaries (or in the case of Section 2.10(c), the Company or its
Subsidiaries).

     “ Reference Banks ” means Citibank and any other bank reasonably selected by the Administrative Agent in consultation with the
Borrower.

     “ Register ” has the meaning set forth in Section 10.07(f).

     “ Regulations T, U and X ” means Regulations T, U and X issued by the Board, as in effect from time to time.

                                                                       19
     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and such Person’s and such Person’s Affiliates’
respective managers, administrators, trustees, partners, directors, officers, employees, agents, fund managers and advisors.

       “ Reportable Event ” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with
respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA
that it be notified within 30 days of the occurrence of such event.

     “ Required Banks ” means, at any time, Banks with Commitments or Outstanding Amounts, as applicable, representing more than 66
2/3% of the Aggregate Commitments and Aggregate Outstanding Amount, as applicable, at such time; provided that the Commitment and
Outstanding Amount of any Defaulting Bank shall be excluded for purposes of making a determination of Required Banks.

     “ Restricting Information ” has the meaning set forth in Section 10.11(b).

     “ Sanctions ” has the meaning set forth in the definition of “Embargoed Person”.

     “ Scheme ” means a scheme of arrangement made pursuant to Section 201 of the Act (including the Capital Reduction) to be proposed by
the Target to its shareholders pursuant to which Parent and its nominees will become the only shareholders of the Target with or subject to any
modification, addition or condition approved or imposed by the Court.

     “ Scheme Circular ” means a circular to the relevant shareholders of the Target, issued, or to be issued, by the Target, setting out the
proposals for the Scheme, including the notice of General Meeting and the Court Meeting.

      “ Scheme Documents ” means, collectively, (i) the Scheme Circular, (ii) the Press Release, (iii) the Scheme Resolutions and (iv) any
other document issued by or on behalf of the Target to its shareholders in respect of the Scheme and any other document designated as a
“Scheme Document” by the Initial Banks and Initial Borrower (or any of its Affiliates).

      “ Scheme Effective Date ” means the date on which the Court Order, together with the minute required by Section 75 of the Act
confirming the Capital Reduction, are registered by the Registrar of Companies.

     “ Scheme Resolutions ” means the resolutions of the Target shareholders which are incidental to and for the purpose of the Scheme and
which are referred to and substantially in the form set out in the Scheme Circular.

      “ Shares ” means the shares in the capital of the Target (including any shares of the Target issued prior to completion of the Acquisition)
to the extent not cancelled as part of the Scheme.

                                                                       20
     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

      “ Specified Transaction Agreement Representations ” shall mean such of the representations made by, or with respect to, the Target
and its Subsidiaries in the Transaction Agreement as are material to the interests of the Banks, but only to the extent that Parent (and/or its
Subsidiaries) have the right to terminate their obligations under the Transaction Agreement or decline to consummate the Acquisition as a
result of a breach of such representations in the Transaction Agreement.

       “ Subsidiary ” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by Parent
(or, if such term is used with reference to any other Person, by such other Person), or in relation to a person incorporated (or established) under
Dutch law, a “ dochtermaatschappij ” within the meaning of Section 2.24a of the Dutch Civil Code (regardless of whether the shares or voting
rights on the shares in such company are held directly or indirectly through another “ dochtermaatschappij ”).

     “ Substitute Banks ” has the meaning set forth in Section 8.06.

     “ Target ” means Cooper Industries plc, a company organized and existing under the laws of Ireland.

       “ Target Guarantors ” means, collectively, each Subsidiary of the Target as listed on Annex D and each other Subsidiary of the Target
that, as of the Closing Date, is an issuer or co-issuer of, or borrower or guarantor under, of any series of U.S. debt securities or any U.S.
syndicated credit facilities.

     “ Target Group ” means the Target and each of its Subsidiaries.

   “ Target’s 2011 Form 10-K ” means the Target’s annual report on Form 10- K for 2011, as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.

      “ Target’s March 2012 Form 10-Q ” means the Target’s quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2012, as
filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

     “ Taxes ” has the meaning set forth in Section 8.04(a).

      “ Transaction Agreement ” means Transaction Agreement dated as of the date hereof, among the Company, Target, Parent, Holdings 1,
Holdings 2 and Initial Borrower setting forth certain matters relating to the conduct of the Acquisition and the Merger that have been agreed by
the parties thereto.

     “ Transactions ” means, collectively, (i) the Merger, the Acquisition and the consummation of the other transactions contemplated by the
Transaction Agreement,

                                                                        21
Scheme Documents, or any other agreements related thereto, (ii) the execution, delivery and performance of the Transaction Agreement, the
Scheme Documents, the Loan Documents and the Fee Letter and the funding, and the application of the proceeds of the Loans, (iii) the
consummation of any other transactions contemplated by any of the foregoing, and (iv) the payment of any Acquisition Costs in connection
with the foregoing.

     “ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of
ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but
unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

     “ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

       “ United States ” means the United States of America, including the States thereof and the District of Columbia, but excluding its
territories and possessions.

     “ Unused Commitment Fee ” has the meaning set forth in Section 2.07(a).

     “ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, as amended.

      “ Wholly-Owned Consolidated Subsidiary ” means any Consolidated Subsidiary all of the shares of capital stock or other ownership
interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by Parent.

      Section 1.02. Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP, applied on a basis consistent (except for changes concurred in by Parent’s independent public accountants)
with the most recent audited consolidated financial statements of Parent and its Consolidated Subsidiaries delivered to the Banks (or, prior to
delivery of the first such financial statements by Parent, the most recently delivered audited consolidated financial statements of the Company
and its Consolidated Subsidiaries); provided that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any
covenant in Article 5 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies
the Borrower that the Required Banks wish to amend Article 5 for such purpose), then compliance with such covenant shall be determined on
the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Required Banks.

                                                                        22
      Section 1.03. Types of Borrowings . The term “Borrowing” denotes the aggregation of Loans of one or more Banks to be made to the
Borrower pursuant to Article 2 on the Closing Date and for a single Interest Period. Borrowings are classified for purposes of this Agreement
by reference to the pricing of Loans comprising such Borrowing (e.g., a “Euro-Dollar Borrowing” is a Borrowing comprised of Euro-Dollar
Loans, while an “ABR Borrowing” is a Borrowing comprised of ABR Loans).

      Section 1.04. Interpretation (Netherlands) . English language words used in this Agreement to describe Dutch law concepts intend to
describe such concepts only and the consequences of the use of those words in English law or any other foreign law are to be disregarded.


                                                                ARTICLE 2
                                                                T HE C REDITS

      Section 2.01. Commitments to Lend . Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make a
Loan to the Borrower pursuant to this Section 2.01 on the Closing Date; provided that the aggregate principal amount of such Loan by such
Bank shall not exceed the amount of its Commitment. The Borrowing under this Section 2.01 shall be made from the several Banks ratably in
proportion to their respective Commitments. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be
reborrowed.

      Section 2.02. Notice of Borrowing . To request the Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of
such request by telephone (A) (x) in the case of a Euro-Dollar Borrowing to be funded in New York, not later than 12:00 P.M. (Eastern time
(standard or daylight, as applicable)), three Euro-Dollar Business Days prior to the Closing Date or (y) in the case of an ABR Borrowing to be
funded in New York, not later than 12:00 P.M. (Eastern time (standard or daylight, as applicable)), one Domestic Business Day prior to the
Closing Date and (B) (x) in the case of a Euro-Dollar Borrowing to be funded in London, not later than 12:00 P.M. (Eastern time (standard or
daylight, as applicable)), four Euro-Dollar Business Days prior to the Closing Date or (y) in the case of an ABR Borrowing to be funded in
London, not later than 12:00 P.M. (Eastern time (standard or daylight, as applicable)), two Domestic Business Day prior to the Closing Date.
The telephonic Borrowing request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed
written Borrowing request substantially in the form of Exhibit D hereto (the “ Notice of Borrowing ”). The telephonic Borrowing request and
the Notice of Borrowing shall specify the following information:

          (i) the date of the Borrowing, which shall be a Domestic Business Day in the case of a ABR Borrowing or a Euro-Dollar Business
     Day in the case of a Euro-Dollar Borrowing,

           (ii) the aggregate amount of the Borrowing,

                                                                      23
           (iii) whether the Loans are to be ABR Loans or Euro-Dollar Loans, and

           (iv) in the case of a Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the
     definition of Interest Period.

      Section 2.03. Notice to Banks ; Funding of Loans . (a) Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly
notify each Bank of the contents thereof and of such Bank’s share of the Borrowing.

      (b) Not later than (x) in the case of a request in accordance with Section 2.02(A), 12:00 Noon (Eastern time (standard or daylight, as
applicable)) or (y) in the case of a request in accordance with Section 2.02(B), 10:00 A.M. (London time), in each case, on the date of the
Borrowing, each Bank participating therein shall make available its share of such Borrowing, in federal or other funds immediately available to
the Administrative Agent at: Citibank, N.A., New York New York 10043, ABA # 021-000-089, Account Name: Morgan Stanley Senior
Funding, Inc., Reference: Eaton Corporation—(Project Caribou), Account #: 406-99-776. Unless the Administrative Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Banks
available to the Borrower at the Administrative Agent’s aforesaid address in immediately available funds.

      (c) Unless the Administrative Agent shall have received notice from a Bank prior to the time of the Borrowing that such Bank will not
make available to the Administrative Agent such Bank’s share of such Borrowing, the Administrative Agent may assume that such Bank has
made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.03
and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If
and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each
day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to
Section 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank’s Loan included in such Borrowing for purposes of this Agreement.

      Section 2.04. Notes . (a) Upon the request of a Bank, the Loan of such Bank to the Borrower shall be evidenced by a single Note payable
to the order of such Bank for the account of its Applicable Lending Office.

     (b) Upon receipt of each Bank’s Note pursuant to Section 2.04(a), the Administrative Agent shall forward such Note to such Bank. Each
Bank shall record the

                                                                        24
date, amount, type and maturity of the Loan made by it to the Borrower and the date and amount of each payment of principal made with
respect thereto, and may, if such Bank so elects in connection with any transfer or enforcement of its Note, endorse on the schedule forming a
part thereof appropriate notations to evidence the foregoing information with respect to each such Loan to the Borrower then outstanding;
provided that the failure of any Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or
under the Notes. Each Bank is hereby irrevocably authorized by the Borrower to so endorse its Note and to attach to and make a part of such
Note a continuation of any such schedule as and when required.

        Section 2.05. Maturity of Loans . The Loans shall mature, and the principal amount thereof shall be due and payable, on the Maturity
Date.

      Section 2.06. Interest Rates . (a) Each ABR Loan shall bear interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the sum of the ABR Margin for such day plus the ABR for such day.
Such interest shall be payable for each Interest Period on the last day thereof. Any overdue principal of or interest on any ABR Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to ABR
Loans for such day.

      (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal amount thereof, for each day in the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such
Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.

       (c) The “ London Interbank Offered Rate ” means, with respect to any Euro-Dollar Borrowing for any Interest Period, the offered rate
for deposits in dollars for a period equal to or nearest the number of days in such Interest Period which appears on Reuters Page LIBOR01 (or
on any successor or substitute page or service providing rate quotations comparable to those currently provided on such page, as determined by
the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London
interbank market) at or about 11:00 a.m., London time, two Euro-Dollar Business Days prior to the beginning of such Interest Period; provided
that, if such rate is not available for any reason, the “London Interbank Offered Rate” shall mean, with respect to each day during the relevant
Interest Period, the rate per annum equal to the average (rounded upwards, if necessary, to the nearest 1/100 of 1%) of the respective rates
notified to the Administrative Agent by the Reference Banks as the rates at which dollar deposits are offered by them to prime banks at or
about 11:00 a.m., London time, two Euro-Dollar Business Days prior to the beginning of such Interest Period in the London interbank market
for delivery on the first day of such Interest Period, in each case for a maturity comparable to such Interest Period and in an amount comparable
to the aggregate principal amount of Loans.

                                                                        25
      (d) Any overdue principal of or interest on any Euro-Dollar Loan shall bear interest, payable on demand, for each day from and including
the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the sum of the
Euro-Dollar Margin for such day plus the London Interbank Offered Rate applicable to such Loan (or, if the circumstances described in clause
(a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the rate applicable to ABR Loans for such day).

     (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Borrower and the participating Banks of each rate of interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error.

     Section 2.07. Fees .

      (a) The Borrower shall pay to the Administrative Agent for the account of each Bank ratably in accordance with its Applicable
Percentage an unused commitment fee (the “ Unused Commitment Fee ”) at a rate per annum equal to 0.125%. The Unused Commitment Fee
shall accrue for each day from and including the Effective Date to but excluding the date of termination of the Aggregate Commitments in their
entirety, on the Aggregate Commitments on such day. Accrued fees under this subsection (a) shall be payable on the earlier of the Closing Date
and the date of termination of the Aggregate Commitments in their entirety.

      (b) On each date set forth in the table below (or if such date is not a Domestic Business Day, the Domestic Business Day immediately
following such date), the Borrower shall pay to the Administrative Agent for the account of each Bank a duration fee (the “ Duration Fee ”)
equal to the Duration Fee Percentage set forth in the table below opposite such date times the Outstanding Amount of each such Bank on such
date:

                                                                                                              Duration Fee
                                           Date                                                                Percentage
                              90 th day after the Closing Date                                                  0.50%
                             180 th day after the Closing Date                                                  0.75%
                             270 th day after the Closing Date                                                  1.25%

     (c) The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts, fees in the
amounts and at such times as are specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever except as provided for in the Fee Letter.

      Section 2.08 . Optional Termination or Reduction of Commitments . Following the Effective Date, the Borrower may, upon at least three
Domestic Business Days’ notice to the Administrative Agent, ratably reduce from time to time by an aggregate amount of $25,000,000 or any
larger multiple of $5,000,000 the Aggregate Commitments. Once reduced or terminated pursuant to this Section 2.08, the Commitments may
not be reinstated. The Administrative Agent shall provide each Bank with prompt notice of any reduction or termination of the Commitments.

                                                                       26
     Section 2.09. Mandatory Termination or Reduction of Commitments .

     (a) The Aggregate Commitments shall automatically terminate on the earlier of (i) the Certain Funds Termination Date and (ii) the
Closing Date (after giving effect to the Borrowing on such date). All fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.

       (b) Upon receipt by Parent or any of its Subsidiaries, on or after the Effective Date but prior to the Closing Date, of Net Cash Proceeds
arising from any Debt Issuance, Equity Issuance, Asset Sale or a Recovery Event, the Aggregate Commitments shall be reduced no later than
the Domestic Business Day following the receipt of such Net Cash Proceeds in an amount equal to 100% of such Net Cash Proceeds (or, if one
Domestic Business Day following such receipt is the Closing Date, the Borrower shall prepay Loans in an amount equal to 100% of such Net
Cash Proceeds on the Domestic Business Day following the Closing Date pursuant to the provisions of Section 2.10(b)). Initial Borrower shall
promptly notify the Administrative Agent of receipt of such Net Cash Proceeds, and the Administrative Agent will promptly notify each Bank
of its receipt of each such notice. Once reduced pursuant to this Section 2.09(b), the Aggregate Commitments may not be reinstated. Each
reduction of the Aggregate Commitments shall be made ratably among the Banks in accordance with their Applicable Percentage.

     Section 2.10. Prepayments .

      (a) The Borrower may (1) upon same day’s notice to the Administrative Agent, prepay any ABR Borrowing and (2) upon at least three
Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Borrowing, in whole at any time, or from time to time
in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together with
accrued interest thereon to the date of prepayment. Upon receipt of a notice of prepayment pursuant to this Section 2.10(a), the Administrative
Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment.

      (b) Upon receipt by Parent or any of its Subsidiaries, on or after the Closing Date, of Net Cash Proceeds arising from any Debt Issuance,
Equity Issuance, Asset Sale or Recovery Event, the Borrower shall promptly (and in any event within two Domestic Business Days) notify the
Administrative Agent thereof and within three Domestic Business Days of such receipt, prepay the Loans in an amount equal to 100% of such
Net Cash Proceeds. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Bank of the contents
thereof and of such Bank’s ratable share of such prepayment.

      (c) On or as soon as reasonably practicable (and in no event more than three Domestic Business Days) following the Closing Date, the
Borrower shall notify the Administrative Agent thereof and prepay the Loans in an amount equal to 100% of the Net Cash Proceeds arising
from any Debt Issuance, Equity Issuance, Asset Sale or Recovery Event of the Company or any of its Subsidiaries on or after the Effective
Date,

                                                                       27
but prior to the Closing Date less the aggregate amount of reductions in the Aggregate Commitments made pursuant to Section 2.08 prior to the
Closing Date following the receipt by the Company or any of its Subsidiaries of such Net Cash Proceeds. Upon receipt of such notice from the
Borrower, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such
prepayment.

       (d) Prior to any prepayment of Loans under this Section 2.10, the Borrower shall specify the Borrowing or Borrowings to be prepaid (or,
if no such specification shall have been provided, the Administrative Agent shall apply such prepayment first to ABR Loans and second to
Euro-Dollar Loans, in direct order of next succeeding interest payment date thereafter).

      (e) Each prepayment under this Section 2.10 shall (i) be paid together with accrued interest thereon to the date of prepayment and (ii) be
applied on a ratable basis to each Bank in accordance with its Applicable Percentage. In connection with any such prepayment of a Euro-Dollar
Borrowing on a date other than the last day of an Interest Period, the Borrower shall reimburse the Banks for funding losses as provided in
Section 2.13.

     Section 2.11. Conversion and Continuation Options.

       (a) The Borrower may elect from time to time to convert Euro-Dollar Loans to ABR Loans by giving the Administrative Agent at least
two Domestic Business Days’ prior irrevocable notice of such election; provided that any such conversion of Euro-Dollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to
Euro-Dollar Loans by giving the Administrative Agent at least three Euro-Dollar Business Days’ prior irrevocable notice of such election
(which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan may be converted into a Euro-Dollar
Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Banks have determined in its or
their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank
thereof.

      (b) Any Euro-Dollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set
forth in Section 1.01, of the length of the next Interest Period to be applicable to such Loans; provided that no Euro-Dollar Loan may be
continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Banks have
determined in its or their sole discretion not to permit such continuations, and provided, further that if the Borrower shall fail to give any
required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall
be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the
Administrative Agent shall promptly notify each Bank thereof.

                                                                       28
      Section 2.12. General Provisions as to Payments . (a) The Borrower shall make each payment of principal of, and interest on, the Loans
and of fees hereunder, without deduction, set-off, defense, recoupment or counterclaim, not later than 12:00 Noon (Eastern time (standard or
daylight, as applicable)) on the date when due, in federal or other funds immediately available to the Administrative Agent at its address
specified in or pursuant to Section 10.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such
payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the ABR
Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day, unless such Domestic Business Day occurs after the Maturity Date, in which case the date for payment
then shall be the immediately preceding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, or occurs after the Maturity Date, in which
case the date for payment thereof shall be the immediately preceding Euro-Dollar Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

       (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the
Borrower to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that
the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

      Section 2.13. Funding Losses . If (i) the Borrower makes any payment of principal with respect to any Euro-Dollar Loan (pursuant to
Section 2.10, Article 6 or 8 or otherwise) on any day other than the last day of the Interest Period applicable thereto, (ii) the Borrower fails to
borrow any Euro-Dollar Loan after notice has been given to any Bank in accordance with Section 2.03(a) or fails to prepay in accordance with
a notice of prepayment under Section 2.10(a) or (iii) the Borrower requires a Bank to assign its rights with respect to any Euro-Dollar Loan to a
Substitute Bank pursuant to Section 8.06 on any day other than the last day of the Interest Period applicable thereto, the Borrower shall
reimburse each Bank within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant
in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but
excluding loss of margin for the period after any such payment, failure to borrow or required assignment; provided that such Bank shall have
delivered to the Borrower a certificate setting forth the amount of such loss or expense and showing in

                                                                        29
reasonable detail how such amount was calculated, which certificate shall be conclusive in the absence of manifest error.

      Section 2.14. Computation of Interest and Fees . Interest based on the Prime Rate or the Federal Funds Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the
last day). All other interest and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).

      Section 2.15. Regulation D Compensation . Each Bank may require the Borrower to pay, contemporaneously with each payment of
interest on Euro-Dollar Loans made to the Borrower, additional interest on the relevant Euro-Dollar Loan of such Bank to the Borrower at a
rate per annum determined by such Bank up to but not exceeding the excess of (i) (A) the applicable London Interbank Offered Rate divided by
(B) one minus the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank Offered Rate. Any Bank wishing to require
payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the
Euro-Dollar Loans of such Bank to the Borrower shall be payable to such Bank at the place indicated in such notice with respect to each
Interest Period commencing at least three Euro-Dollar Business Days after the giving of such notice and (y) shall notify the Borrower at least
five Euro-Dollar Business Days prior to each date on which interest is payable on Euro-Dollar Loans made to the Borrower, of the amount then
due to such Bank under this Section 2.15. Each Bank confirms that, as of the date hereof, the Euro-Dollar Reserve Percentage is zero.

      Section 2.16. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due from the
Borrower hereunder or under any of the Notes in United States dollars (“ dollars ”) into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase dollars with such other currency at the Administrative Agent’s office on the Domestic Business Day
preceding that on which final judgment is given. The obligations of the Borrower in respect of any sum due to any Bank or the Administrative
Agent hereunder or under any Note shall, notwithstanding any judgment in a currency other than dollars, be discharged only to the extent that,
on the Domestic Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so
due in such other currency, such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures
purchase dollars with such other currency. If the amount of dollars so purchased is less than the sum originally due to such Bank or the
Administrative Agent, as the case may be, in dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent, as the case may be, against such loss,
and if the amount of dollars so purchased exceeds the sum of (a) the amount originally due to such Bank or the Administrative Agent, as the
case may be, and (b) any amounts shared with other Banks as a result of allocations of such excess as a disproportionate

                                                                        30
payment to such Bank under Section 10.05, such Bank or the Administrative Agent, as the case may be, agrees to remit such excess to the
Borrower.

       Section 2.17. Defaulting Banks . Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting
Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank: (a) Unused Commitment Fees payable to such
Defaulting Bank under Section 2.07(a) shall cease to accrue; and (b) any amount payable to such Defaulting Bank hereunder (whether on
account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to
Section 10.05 but excluding Section 8.06) may, in lieu of being distributed to such Defaulting Bank, be applied by the Administrative Agent
(i) first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder, (ii) second, to the funding of
the Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement and (iii) third, to such
Defaulting Bank.


                                                                 ARTICLE 3
                                                                 C ONDITIONS

     Section 3.01. Conditions Precedent to Effectiveness . This Agreement shall become effective on the first date (the “ Effective Date ”) on
which each of the following conditions precedent has been satisfied or waived in accordance with Section 10.06:

     (a) receipt by the Administrative Agent of the following documents, each dated the Effective Date unless otherwise indicated, and each in
form and substance reasonably satisfactory to the Administrative Agent:

           (i) executed counterparts of this Agreement and the Fee Letter by each of the parties hereto and thereto;

           (ii) [Reserved]

           (iii) an opinion of Loyens & Loeff, special Netherlands counsel to Holdings 2;

           (iv) an opinion of McDonald Hopkins LLC , special Ohio counsel to Initial Borrower;

          (v) an opinion of Simpson Thacher & Bartlett LLP, special New York counsel to Initial Borrower and the Effective Date
     Guarantors;

           (vi) an opinion of McCann FitzGerald, special Irish counsel to the Administrative Agent, in form and substance reasonably
     satisfactory to the Administrative Agent;

                                                                       31
      (vii) a certificate (signed by a director) of each of the Effective Date Guarantors certifying (w) that the borrowing or guaranteeing
the Commitments will not cause any borrowing, guarantee or similar limits binding on such Effective Date Guarantor to be exceeded,
(x) certifying that such Effective Date Guarantor has complied with the provisions of Section 60 of the Act in order to enable such
Effective Date Guarantor to enter into this Agreement and perform its obligations under this Agreement, (y) certifying that neither such
Effective Date Guarantor, nor any director or Secretary of such Effective Date Guarantor is a company or a person to whom Chapter I or
Chapter II of Part VII of the 1990 Act applies and (z) certifying that the prohibition contained in Section 31 of the 1990 Act does not
apply to this Agreement as such Effective Date Guarantor forms part of a group of companies within the meaning of Section 35 of the
1990 Act; provided , that only Parent shall provide the certifications set forth in clauses (x), (y) and (z) above;

      (viii) certified copies of (x) the organizational or constitutional document of Initial Borrower and each Effective Date Guarantor,
(y) resolutions evidencing the authority for and the validity of this Agreement, and, in the case of Initial Borrower, the Notes and (z) all
documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and, in
the case of the Borrower, the Notes;

      (ix) an officer’s certificate of Initial Borrower and each Effective Date Guarantor, certifying the names and true signatures of the
officers of such Credit Party authorized to sign this Agreement (and, in the case of the Borrower, the Notes) and the other documents to
be delivered hereunder;

      (x) (A) a letter of status from the Companies Registration Office of Ireland dated a date reasonably close to the Effective Date as to
the status of Parent together with a copy of the board minutes of the Company appointing each of Mark McGuire and Thomas Moran as
directors and a certified copy of the constitution documents of Parent as of the Effective Date and (B) an (i) up-to-date extract from the
trade register of the Dutch chamber of commerce of Holdings 2 or (ii) if such extract is not yet available, a true and complete copy of the
resolutions duly adopted by the sole shareholder of Holdings 2 dated May 20 2012, appointing M.M. McGuire as director A and Intertrust
(Netherlands) B.V. as director B of Holdings 2;

     (xi) a certificate from the Secretary of State of Ohio dated a date reasonably close to the Effective Date as to the good standing of
and organizational documents filed by Initial Borrower; and

      (xii) a certificate of Initial Borrower certifying that (A) no Default as of the Effective Date has occurred and is continuing, and
(B) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date as
if made on and as of such date.

                                                                   32
     (b) [Reserved]

     (c) the Administrative Agent shall have received a copy, certified by Initial Borrower, of the Press Release and the Transaction
Agreement.

      The Administrative Agent shall promptly notify the Borrower and the Banks of the occurrence of the Effective Date, and such notice
shall be conclusive and binding on all parties hereto. Without limiting the generality of Section 7.04, for purposes of determining compliance
with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date
specifying its objection thereto.

      Section 3.02. Conditions Precedent to Closing . The obligations of the Banks to make a Loan on the Closing Date is subject to the
satisfaction or waiver in accordance with Section 10.06 of the following conditions:

     (a) the Effective Date shall have occurred.

     (b) the Filing Date shall have occurred.

     (c) receipt by the Administrative Agent of the following documents, each dated the Closing Date unless otherwise indicated:

           (i) the Notice of Borrowing in accordance with Section 2.02;

           (ii) a copy, certified by the Borrower, of (x) each of the Scheme Documents and the Transaction Agreement, and documents
     delivered pursuant to Section 3.01(c) or otherwise reflecting amendments to, or waivers of, the terms and conditions applicable to the
     Acquisition, (y) the Court Order in respect of the Scheme and (z) the certificates of the Registrar of Companies in Ireland confirming
     registration of the Court Order in respect of the Scheme;

           (iii) a certificate of the Borrower certifying to the conditions set forth in clauses (d) and (e) of this Section 3.02;

           (iv) an opinion of McDonald Hopkins LLC, special Ohio counsel to the Company and certain of the Closing Date Guarantors,
     substantially in the form of Exhibit E hereto;

           (v) an opinion of Simpson Thacher & Bartlett LLP, special New York counsel to the Company and the Closing Date Guarantors,
     substantially in the form of Exhibit F hereto;

          (vi) an executed reaffirmation substantially in the form of Exhibit G hereto from the Company and each Effective Date Guarantor
     pursuant to which

                                                                          33
     the Company and each Effective Date Guarantor will reaffirm substantially simultaneously with the occurrence of the Closing Date, its
     obligations, as the Borrower or Guarantor, as applicable, under this Agreement and the Notes;

          (vii) an executed Joinder Agreement from each Closing Date Guarantor pursuant to which such Closing Date Guarantor will
     become, substantially simultaneously with the occurrence of the Closing Date, a Guarantor under this Agreement;

           (viii) certified copies of (x) organizational or constitutional documents of the Company and each Closing Date Guarantor and
     (y) resolutions of the Company and each Closing Date Guarantor evidencing the authority for and the validity of this Agreement,
     substantially in the form delivered on the Effective Date with respect to the Initial Borrower and the Effective Date Guarantors;

           (ix) secretary’s certificates of the Company and each Closing Date Guarantor, substantially in the form delivered on the Effective
     Date with respect to the Initial Borrower and the Effective Date Guarantors, certifying the names and true signatures of the officers of
     (a) the Company authorized to sign the reaffirmation referred to in clause (vi) above and the other documents to be delivered the
     Company hereunder and (b) each Closing Date Guarantor authorized to sign the Joinder Agreement referred to in clause (vii) above; and

          (x) a certificate from the Secretary of State (or other similar office) of each relevant jurisdiction dated a date reasonably close to the
     Closing Date as to the good standing of and organizational or constitutional documents filed by the Company and each Closing Date
     Guarantor.

      (d) the Certain Funds Representations shall be true and correct in all material respects on and as of the Closing Date as if made on such
date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects as of such earlier date).

     (e) as of the Closing Date, no Certain Funds Event of Default has occurred and is continuing or would result from the consummation of
the Borrowing or from the application of the proceeds therefrom.

      (f) (i) the Scheme Effective Date shall have occurred and Parent (together with its nominees) owns (or immediately after application of
the proceeds of the Borrowing on the Closing Date will own) 100% of the issued share capital of Target and (ii) the Acquisition shall have
been, or concurrently with the occurrence of the Closing Date shall be, consummated in all material respects in accordance with the terms and
conditions of Appendix III to the Press Release, the Transaction Agreement and the Scheme Documents, without giving effect to any
modifications, amendments, consents or waivers by Parent (or its applicable Subsidiary) thereunder that are materially adverse to the interests
of the Banks, without the prior written consent of the Initial Banks (it being

                                                                        34
understood and agreed that (a) any change in the Scheme consideration (as set forth in the Section 2 (“Consideration”) of the Press Release
most recently delivered prior to the Effective Date) (other than a reduction in such consideration to the extent such reduction is less than 10%
of the aggregate consideration as of the Effective Date and, in the case of a reduction in the cash portion of such consideration (as set forth in
Section 2 (“Consideration”) of the Press Release most recently delivered prior to the Effective Date), the Aggregate Commitments are reduced
dollar for dollar by the amount of such reduction), (b) any modification, amendment or waiver of any of the conditions set forth in clauses (c),
(d) and (e) of paragraph 3 of Appendix III to the Press Release (in the form most recently delivered prior to the Effective Date) and (c) any
modification, amendment or waiver of the Specified Transaction Agreement Representations shall, in each case, be deemed materially adverse
to the interests of the Banks and may only be modified, amended or waived with the consent of the Initial Banks.

      (g) the Merger shall have occurred (or shall occur substantially concurrently with the Borrowing), which shall be confirmed through the
delivery of merger certificate filed and effective with the Secretary of State of the State of Ohio.

      (h) (i) the fees in the amounts agreed in writing by the Joint Lead Arrangers in the Fee Letter to be received on or prior to the Closing
Date, (ii) the fees in the amounts agreed in writing by the Banks in this Agreement to be received on or prior to the Closing Date (including,
without limitation, the Unused Commitment Fee) and (iii) all reasonable out-of-pocket expenses (including the reasonable fees, disbursements
and other charges of counsel) of the Joint Lead Arrangers and the Administrative Agent for which invoices have been delivered at least three
Domestic Business Days prior to the Closing Date (except as otherwise agreed by the Borrower) shall have been paid in full on or prior to the
Closing Date; provided that such amount of fees and expenses may be deducted from the proceeds of the Loans to be made on the Closing
Date.

      Section 3.03. Action by Banks During Certain Funds Period . During the Certain Funds Period and notwithstanding (i) any provision to
the contrary in any Loan Document or (ii) that any condition to the occurrence of the Effective Date may subsequently be determined not to
have been satisfied or that any representation given as a condition thereof was incorrect in any material respect, except (I) in the case of a
particular Bank, if it would be illegal, due to a Change in Law affecting such Bank occurring after the date such Bank has become a party to
this Agreement, for such Bank to participate in making the Loans hereunder and (II) in circumstances where, pursuant to Section 3.02, a Bank
is not obligated to make a Loan, no Bank shall be entitled to:

     (a) cancel any of its Commitments (except as set forth in Section 2.08 or Section 2.09) to the extent to do so would prevent or limit the
making of a Loan;

     (b) rescind, terminate or cancel this Agreement or any of its Commitments hereunder or exercise any similar right or remedy or make or
enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit the making of its Loan;

                                                                        35
     (c) refuse to participate in making its Loan;

     (d) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent or limit the making of its Loan;
or

      (e) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Documents to the
extent to do so would prevent or limit the making of its Loan;

provided that immediately upon (x) the expiration of the Certain Funds Period, (y) the occurrence of a Certain Funds Event of Default or (z) the
breach of a Certain Funds Representation in any material respect, all such rights, remedies and entitlements shall be available to the Banks as
provided in the last paragraph of Section 6.01 notwithstanding that they may not have been used or been available during the Certain Funds
Period.


                                                             ARTICLE 4
                                        R EPRESENTATIONS AND W ARRANTIES OF THE C REDIT P ARTIES

      Initial Borrower and each Effective Date Guarantor represent and warrant that, as of the Effective Date (except with respect to
representations and warranties expressly stated to be made as of the Closing Date), and each Credit Party represents and warrants that, as of the
Closing Date (it being understood and agreed that the representations and warranties as of the Closing Date shall be made with respect to
Parent and its Subsidiaries, including the Company and its Subsidiaries and the Target Group):

      Section 4.01. Organizational Existence and Power . Such Credit Party is duly organized, validly existing and, where applicable, in good
standing under the laws of its jurisdiction of organization, incorporation or formation, as applicable, and has all organizational powers and all
Material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

      Section 4.02. Organizational and Governmental Authorization ; No Contravention. The execution, delivery and performance by such
Credit Party of this Agreement and any Joinder Agreement and by the Borrower of its Notes are within such Credit Party’s organizational
powers, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of such Credit
Party’s organizational or constitutional documents or of any agreement, judgment, injunction, order, decree or other instrument binding upon
such Credit Party or any of such Credit Party’s Subsidiaries or result in the creation or imposition of any Lien on any asset of such Credit Party
or any of such Credit Party’s Subsidiaries.

     Section 4.03. Binding Effect . This Agreement (including, after giving effect to the Joinder Agreements on the Closing Date) constitutes
such Credit Party’s valid and binding agreement and the Notes, when executed and delivered in accordance with this

                                                                        36
Agreement, will constitute the valid and binding obligations of the Borrower, in each case enforceable in accordance with its terms, except as
may be limited by (i) bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors generally and (ii) general
principles of equity.

       Section 4.04. Financial Information; No Material Adverse Change. (a) The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of December 31, 2011 and the related consolidated statements of income, shareholders’ equity and cash flows for
the fiscal year then ended, reported on by Ernst & Young LLP and set forth in the Company’s 2011 Form 10-K Report, a copy of which has
been delivered to each of the Banks, fairly present, in conformity with GAAP, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.

      (b) The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2012 and the related
unaudited consolidated statements of income, shareholders’ equity and cash flows for the three months then ended set forth in the Company’s
quarterly report for the fiscal quarter ended as March 31, 2012 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of
which has been delivered to each of the Banks, fairly present, on a basis consistent with the financial statements referred to in Section 4.04(a),
the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations
and cash flows for such three-month period (subject to normal year-end adjustments).

      (c) The consolidated balance sheet of the Target and its Consolidated Subsidiaries as of December 31, 2011 and the related consolidated
statements of income, shareholders’ equity and cash flows for the fiscal year then ended, reported on by Ernst & Young LLP and set forth in
the Target’s 2011 Form 10-K Report, a copy of which has been delivered to each of the Banks, fairly present, in conformity with GAAP, the
consolidated financial position of the Target and its Consolidated Subsidiaries as of such date and their consolidated results of operations and
cash flows for such fiscal year.

      (d) The unaudited consolidated balance sheets of the Target and its Consolidated Subsidiaries as of March 31, 2012 and the related
unaudited consolidated statements of income, shareholders’ equity and cash flows for the three months then ended, set forth in the Target’s
quarterly report for the fiscal quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of
which has been delivered to each of the Banks, fairly present, on a basis consistent with the financial statements referred to in Section 4.04(c),
the consolidated financial position of the Target and its Consolidated Subsidiaries as of such date and their consolidated results of operations
and cash flows for such fiscal quarter (subject to normal year-end adjustments).

     (e) Since December 31, 2011, there has been no material adverse change in the business, financial position, results of operations or
prospects of Parent and its Consolidated Subsidiaries (after giving effect to the Transactions), considered as a whole

                                                                        37
(a “ Material Adverse Change ”). The parties hereto agree that the changes disclosed to the Banks in an Information Document or in the
Transaction Agreement, in each case delivered on or prior to the Effective Date, do not in themselves constitute a Material Adverse Change and
will not be taken into account in determining whether any Material Adverse Change has occurred.

      Section 4.05. Litigation. Other than the Disclosed Litigation, there is no action, suit or proceeding pending against, or to the knowledge
of the Borrower threatened against or affecting, Parent or any of its Subsidiaries, before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse decision which would have a Material Adverse Effect or an adverse
effect on the rights or remedies of the Administrative Agent or the Banks under this Agreement or the Notes or which in any manner draws into
question the validity of this Agreement or the Notes.

     Section 4.06. Compliance with ERISA. As of the Closing Date, each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all respects with the
presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, except to the extent that non-fulfillment or
non-compliance could not reasonably be expected to result in a Material Adverse Effect. The members of the ERISA Group have not (i) sought
a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect of any Plan, except for waivers of
amounts not exceeding $75,000,000 in the aggregate, (ii) failed to make any contribution or payment to any Plan or Multi-Employer Plan or in
respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code to secure a liability in excess of
$75,000,000 or (iii) incurred any liability in excess of $75,000,000 under Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA, (iv) incurred one or more Reportable Events which is reasonably likely to result in a liability to the ERISA
Group, in the aggregate, in excess of $75,000,000 or (v) incurred one or more Non-U.S. Benefit Events which is reasonably likely to result in
an aggregate liability of Parent and its Subsidiaries in excess of $75,000,000. No Unfunded Liabilities exist under any Plan or Plans that in the
aggregate would be likely to result in a Material Adverse Effect.

      Section 4.07. Environmental Matters. A s of the Closing Date, Parent or its applicable Subsidiaries regularly review those contingencies
known to it with respect to which there is a reasonable possibility that Environmental Laws may have a foreseeable adverse effect on the
business, operations and properties of Parent and such Subsidiaries. In the course of such reviews, Parent or its applicable Subsidiaries identify
and evaluate, to the extent reasonably feasible, any associated liabilities and costs (including, without limitation, capital or operating
expenditures required for clean-up or closure of properties presently or previously owned, capital or operating expenditures required to achieve
or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, related
constraints on operating activities,

                                                                        38
including, the periodic or permanent shutdown of a facility or reduction in the level of or change in the nature of operations conducted thereat,
costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and actual or potential liabilities to third parties,
including employees, and related costs and expenses). On the basis of such reviews, Parent or its applicable Subsidiaries have reasonably
concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material
Adverse Effect other than as disclosed in an Information Document.

      Section 4.08. Taxes. Except as disclosed in the 2011 Form 10-Ks or in the 2012 Form 10-Qs, (i) United States federal income tax returns
of the Company and its Subsidiaries have been examined and closed through the fiscal year ended December 31, 2004, (ii) Parent and its
Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed by them and
have paid all taxes due, (iii) no tax assessment or penalty has been imposed on Parent or any of its Subsidiaries, except any assessment that is
being contested by Parent or any of its Subsidiaries in good faith by appropriate proceedings and (iv) the charges, accruals and reserves on the
books of Parent and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

     Section 4.09. Subsidiaries. All of Parent’s Subsidiaries (except Insignificant Subsidiaries) are duly organized, validly existing and in
good standing, where applicable, under the laws of their respective jurisdictions of organization, and have all organizational powers and all
Material governmental licenses, authorizations, consents and approvals required to carry on their respective businesses as now conducted.

    Section 4.10. Not an Investment Company. Such Credit Party is not an “Investment Company” within the meaning of the Investment
Company Act of 1940, as amended.

       Section 4.11. Full Disclosure. The information set forth in the Information Documents and the Press Release was true and accurate in all
Material respects on the date as of which such information was stated or certified; provided that with respect to any statements, estimates or
projections with respect to the future performance of Parent and its Subsidiaries included in the Information Documents, the Borrower
represents only that such statements, estimates or projections have been prepared in good faith based upon assumptions believed to be
reasonable on the date any such statements, estimates or projections were prepared and furnished. All information hereafter furnished by or on
behalf of any Credit Party at any meeting to which all the Banks are invited (including any confidential information memorandum or lender
presentation prepared or reviewed by any Credit Party) or hereafter furnished in writing by any Credit Party to the Administrative Agent or any
Bank pursuant to or in connection with this Agreement, when taken as a whole, will be true and accurate (in all respects that are material in
relation to any Bank’s decision to take or refrain from taking any action requested by the Borrower or to exercise or refrain from exercising any
remedy under Article 6 hereof) on the date as of which such information is stated or certified, subject to the proviso set forth in the preceding
sentence with respect to such statements, estimates or projections. The

                                                                        39
Credit Parties have disclosed to the Banks in writing any and all facts which have a Material Adverse Effect (or with respect to which, in the
Borrower’s good-faith opinion, a reasonable possibility exists that they may have a Material Adverse Effect).

     Section 4.12. Liens. The aggregate principal amount of Debt under clauses (i) and (ii) of the definition thereof outstanding and which is
secured by Liens on assets of Parent or any Subsidiary does not exceed $150,000,000 (excluding any deposits in an escrow account).

     Section 4.13 . Compliance with Laws.

      (a) Parent and its Subsidiaries are in compliance in all respects with all applicable laws, ordinances, rules, regulations, and requirements
of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and regulations thereunder), except
where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where it is not probable that the failure to
comply therewith will result in, prior to the Closing Date, a Material Adverse Effect or on and after the Closing Date, a reduction of more than
25% of Parent’s Adjusted Consolidated Net Worth, as shown in its most recent financial statements furnished in accordance with
Section 5.01(a) or 5.01(b).

       (b) Neither Parent nor any of its Subsidiaries are in violation of any applicable law, relating to anti-corruption or counter-terrorism
(including the FCPA, United States Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “ Executive Order
”), the USA PATRIOT Act; the United Kingdom Terrorism Act of 2000, the United Kingdom Anti-Terrorism, Crime and Security Act of 2001,
the United Kingdom Terrorism Order of 2006, the United Kingdom Terrorism Order of 2009, the United Kingdom Terrorist Asset-Freezing
Act of 2010 and the United Kingdom Bribery Act of 2010) that in the aggregate would have a material adverse effect on the business of Parent
and its Subsidiaries, taken as a whole. To the knowledge of management of the Borrower, none of Parent, any of its Subsidiaries or any of their
respective officers or directors (a) have violated or is in violation of any applicable Anti-Money Laundering Law or any applicable law that
relates to Sanctions that in the aggregate would have a material adverse effect on the business of Parent and its Subsidiaries, taken as a whole,
or (b) is an Embargoed Person.

      Section 4.14 . Margin Regulations. Each of Parent and its Subsidiaries is not engaged in the business of extending credit for the purpose
of buying or carrying Margin Stock. No portion of any Loan under this Agreement shall be used by the Borrower in violation of Regulation T,
Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. Following the application of the Borrowing, not more
than 25% of the value of the assets of the Borrower will be represented by or made up of Margin Stock.

     Section 4.15. Acquisition Related Representations .

                                                                        40
      (a) Parent has delivered to the Administrative Agent a complete and correct copy of the Transaction Agreement, the Press Release and (if
and when issued) the Scheme Circular, including all schedules and exhibits thereto. The execution, delivery and performance of each of the
Scheme Documents has or will be, prior to its execution and delivery, duly authorized by Parent. Each of the Scheme Documents is or will be,
when entered into and delivered, the legal, valid and binding obligations of Parent and the Target, enforceable against such Persons in
accordance with its terms in each case, except as may be limited by (i) bankruptcy, insolvency, examination or other similar laws affecting the
rights and remedies of creditors generally and (ii) general principles of equity.

      (b) The Press Release and the Scheme Circular (if and when issued) when taken as a whole: (i) do not (or will not if and when issued)
contain any statement which is materially untrue by Parent or omit any material and necessary information in light of the circumstances in
which they are delivered which makes any statement for which Parent or its directors are responsible, materially misleading and all expressions
of expectation, intention, belief and opinion of Parent in the Press Release or the Scheme Circular were or will be honestly made on reasonable
grounds after due and careful consideration by Parent in light of the facts known to Parent at such time; and (ii) taken as a whole, contain all the
material terms of the Scheme.

     (c) Each of the Scheme Documents complies in all material respects with the Companies Acts 1963 to 2009 of Ireland and the Irish
Takeover Rules, subject to any applicable waivers by the Panel.

    Section 4.16. Effective Date Guarantors. Except as listed on Annex C, as of the Effective Date, there are no Domestic Subsidiaries of the
Company that are not either (i) Insignificant Subsidiaries or (ii) Excluded Persons.


                                                                   ARTICLE 5
                                                                   C OVENANTS

     Prior to the Closing Date, Initial Borrower and each Effective Date Guarantor agrees that, and from and after the Closing Date, each
Credit Party agrees that, so long as any Bank has any Commitment hereunder or any amount payable hereunder or under any Note remains
unpaid:

     Section 5.01. Information. Parent will deliver to each of the Banks:

      (a) as soon as available and in any event within 120 days after the end of each fiscal year of Parent beginning with the first fiscal year
ending after the Closing Date, a consolidated balance sheet of Parent and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on in a manner acceptable to the Securities and Exchange Commission by Ernst &
Young LLP or other independent

                                                                        41
public accountants of nationally recognized standing; provided that any such filing that is available on EDGAR shall be sufficient to satisfy this
clause (a);

      (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of Parent
beginning with the first fiscal quarter ending after the Closing Date, a condensed consolidated balance sheet of Parent and its Consolidated
Subsidiaries as of the end of such quarter, the related condensed consolidated statements of income for such quarter and for the portion of
Parent’s fiscal year ended at the end of such quarter and the related condensed statement of cash flows for such quarter and such portion of
Parent’s fiscal year and, setting forth in the case of such statements of income and cash flows in comparative form the figures for the
corresponding periods in Parent’s previous fiscal year, if any, all certified by the chief financial officer or the chief accounting officer of Parent
(subject to normal year-end adjustments) as to fairness of presentation and consistency with the most recent audited financial statements
referred to in Section 4.04(a) or 5.01(a), except for changes in accounting principles disclosed in such officer’s certificate and approved by the
firm of independent public accountants which reported on such audited financial statements; provided that any such filing that is available on
EDGAR shall be sufficient to satisfy this clause (b);

      (c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief
financial officer or the chief accounting officer of Parent (i) setting forth in reasonable detail the calculations required to establish whether
Parent was in compliance with the requirements of Section 5.07 on the date of such financial statements and (ii) stating whether any Default
exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking
or proposes to take with respect thereto (a “ Compliance Certificate ”);

      (d) within ten Domestic Business Days after any financial officer of Parent obtains knowledge of any Default, if such Default is then
continuing, a certificate of the chief financial officer or the chief accounting officer (or prior to the Closing Date, any officer or director) of
Parent setting forth the details thereof and the action which Parent is taking or proposes to take with respect thereto;

      (e) promptly upon the mailing thereof to the shareholders of Parent generally, copies of all financial statements, reports and proxy
statements so mailed; provided that any such filing that is available on EDGAR shall be sufficient to satisfy this clause (e);

     (f) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which any Credit Party shall have filed with the
Securities and Exchange Commission; provided that any such filing that is available on EDGAR shall be sufficient to satisfy this clause (f);

     (g) from and after the Closing Date, if and when any member of the ERISA Group (i) gives or is required to give, with respect to any Plan
which has Unfunded

                                                                          42
Liabilities, notice to the PBGC of any Reportable Event which might constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any such Plan has given or is required to give notice of any such reportable event, a copy of the
notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under
Title IV of ERISA or notice that any Multi-Employer Plan is in reorganization, is insolvent, has been terminated or is in “endangered” or
“critical” status within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA, a copy of such notice; (iii) receives
notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of any withdrawal from any Plan
pursuant to Section 4063 of ERISA, a copy of such notice; (vii) fails to make any payment or contribution to any Plan or Multi-Employer Plan
or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in
the imposition of a Lien or the posting of a bond or other security to secure a liability, a certificate of the chief financial officer or the chief
accounting officer of Parent setting forth details as to such occurrence and the action, if any, which Parent or applicable member of the ERISA
Group is required or proposes to take; (viii) determines that any Plan is or is reasonably expected to be in “at risk” status, within the meaning of
Section 430 of the Code or Section 303 of ERISA; or (ix) incurs one or more Non-U.S. Benefits Events; provided that the copies referred to in
this subsection (g) shall be required to be delivered as a result of any event specified in clauses (i) through (ix) of this subsection (g) only if
such event, together with all other such events within the previous twelve months, represents actual or potential liabilities of one or more
members of the ERISA Group in an aggregate amount in excess of $50,000,000 and/or relates to a Plan or Plans having aggregate Unfunded
Liabilities in excess of $50,000,000 (for which purpose each event specified in clauses (ii), (vi) and (vii) shall be deemed to represent an actual
liability of a member of the ERISA Group in the amount set forth in the relevant notice);

      (h) from and after the Closing Date, promptly upon the chief financial officer, chief accounting officer or treasurer of Parent obtaining
knowledge thereof, notice of any change in any rating by S&P or Moody’s of any outstanding senior unsecured long-term debt of the Borrower
or any public announcement by S&P or Moody’s that such a rating is under review for possible downgrade; and

      (i) from and after the Closing Date, promptly following the occurrence thereof, notice of (i) Parent or any Subsidiary becoming the issuer
or co-issuer of, or borrower or guarantor under, any series of debt securities or any syndicated credit facility or (ii) any Person becoming a
direct or indirect parent entity of the Borrower that holds any material assets or owes any material liabilities, whether by formation, acquisition,
redomiciliation or otherwise; and

                                                                        43
    (j) from time to time such additional information regarding the financial position or business of Parent and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

     Section 5.02. Payment of Obligations. Parent will pay and discharge, and will cause its Subsidiaries to pay and discharge, at or before
maturity, all their respective obligations and liabilities, including, without limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings or where the failure to pay and discharge them would not have a Material Adverse Effect. Parent and its
Subsidiaries will maintain, on a consolidated basis, in accordance with GAAP, appropriate reserves for the accrual of any of the same.

     Section 5.03. Maintenance of Property; Insurance. (a) Parent will, and will cause its Subsidiaries to, keep all property useful and
necessary in their respective businesses in good working order and condition, ordinary wear and tear excepted, except where the failure to do so
would not have a Material Adverse Effect.

      (b) Parent and its Subsidiaries’ (except Insignificant Subsidiaries) will maintain (either in the name of Parent, the Borrower or in such
Subsidiaries own names), with financially sound and responsible insurance companies (which may include so-called captive insurance
companies), insurance on all their respective properties in at least such amounts and against at least such risks (and with such risk retention) as
are usually insured against in the same general area by companies of established repute engaged in the same or a similar business; and will
furnish to the Banks, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

      Section 5.04. Conduct of Business and Maintenance of Existence. Parent will (a) from and after the Closing Date, continue, and will
cause its Subsidiaries (except Insignificant Subsidiaries) to continue, to engage in the aerospace, electrical and hydraulics and other material
businesses in which the Company and its Subsidiaries and the Target and its Subsidiaries are engaged on the date hereof, and (b) preserve,
renew and keep in full force and effect, and will cause its Subsidiaries (except Insignificant Subsidiaries) to preserve, renew and keep in full
force and effect their respective organizational existences and their respective rights, privileges and franchises necessary or desirable in the
normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a Subsidiary (other than the Borrower)
into Parent or the merger or consolidation of a Subsidiary with or into another Person if the Person surviving such consolidation or merger is a
Subsidiary and, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the organizational existence
of any Subsidiary (other than the Borrower) if Parent in good faith determines that such termination is in the best interest of Parent and is not
materially disadvantageous to the Banks and, prior to any such termination, all outstanding obligations of such Subsidiary to each Bank and the
Administrative Agent under this Agreement shall have been satisfied, (iii) any sale, lease, transfer or other disposition of assets or any sale,
transfer or other disposition of the Equity Interest of a Subsidiary to another Person if such Person is a Subsidiary or if it is otherwise permitted
by Section

                                                                         44
5.10, (iv) the migration of a Subsidiary to another jurisdiction (which, in the case of the Borrower, shall be a jurisdiction within the United
States of America), (v) the conversion of a Subsidiary into a limited liability company, a corporation or other organizational form, (vi) the
Transactions, or (vii) Parent or any Subsidiary from entering into businesses in addition to those of the general type now conducted by the
Company and its Subsidiaries and the Target and its Subsidiaries.

     Section 5.05 . Compliance with Laws.

             Parent will comply, and cause each Subsidiary to comply, in all respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation, Environmental Laws, ERISA, Regulations T, U and X and the rules
and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where
it is not probable that the failure to comply therewith will result in, prior to the Closing Date, a Material Adverse Effect, or on and after the
Closing Date, a reduction of more than 25% of Parent’s Adjusted Consolidated Net Worth, as shown in its most recent financial statements
furnished in accordance with Section 5.01(a) or 5.01(b).

      Section 5.06. Inspection of Property, Books and Records. Parent will keep, and will cause each Subsidiary to keep, books of record and
account in which entries shall be made of dealings and transactions in relation to its business and activities, all to the extent required to permit
its consolidated financial statements to be audited and reported on without qualification in accordance with GAAP. Parent will permit, and will
cause each Subsidiary to permit, representatives of the Administrative Agent or any of the Banks (such representatives to be accompanied by
an officer of Parent or his or her designee), at the Administrative Agent’s or such Bank’s, as applicable, expense (except as provided in
Section 10.04(a)(ii)), to visit and/or inspect any of their respective properties, to examine and make abstracts from any of their respective books
and records (except to the extent covered by attorney-client or other privilege) and to discuss their respective affairs, finances and accounts
with their respective officers and independent public accountants, all at such reasonable times and as often as may reasonably be desired;
provided that (x), at Parent’s request, an officer of Parent or his or her designee may be present at any such discussion with independent public
accountants and (y) so long as no Event of Default is continuing, the aggregate number of inspections that may be conducted by the
Administrative Agent and the Banks collectively in any fiscal year shall not exceed one.

     Section 5.07. Leverage Ratio. From and after the Closing Date, the ratio of Consolidated Debt to Consolidated Capitalization shall not
exceed 0.60:1.00 on any day on which the Borrower outstanding senior unsecured long term debt securities are rated lower than A- or an
equivalent rating by S&P or lower than A3 or an equivalent rating by Moody’s.

      Section 5.08. Negative Pledge. After the Effective Date, Parent will not, and will not permit any Subsidiary to, create, assume or suffer to
be created any Lien on any asset now owned or hereafter acquired by it, except:

                                                                         45
     (a) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary (other than as a result of the Merger or the
Acquisition) and not created in contemplation of such event;

      (b) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such
asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof;

      (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into Parent or a Subsidiary
(other than as a result of the Merger or the Acquisition) and not created in contemplation of such event;

     (d) any Lien existing on any asset prior to the acquisition thereof by Parent or a Subsidiary (excluding any acquisition in connection with
the Merger or the Acquisition) and not created in contemplation of such acquisition;

     (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the
foregoing clauses of this Section 5.08; provided that such Debt is not increased and is not secured by any additional assets;

     (f) Liens arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not secure any single obligation (or any
group of related obligations) in an amount exceeding $100,000,000; and

      (g) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any
time outstanding, together with aggregate principal amount of unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g),
does not to exceed 10% of Adjusted Consolidated Net Worth.

      Section 5.09. Limitation on Non-Guarantor Debt. After the Effective Date, Parent will not permit any Subsidiary that is not a Guarantor
to create, incur, assume or permit to exist any Debt referred to in clause (i) or (ii) of the definition thereof, except any such Subsidiary, may
create, incur, assume or permit to exist:

    (a) any Debt of Parent and its Subsidiaries existing on the Closing Date after giving effect to the Transactions in the aggregate principal
amount outstanding not to exceed $100,000,000;

     (b) any Debt owed to Parent or any other Subsidiary;

      (c) any Debt of any Person at the time such Person becomes a Subsidiary (other than as a result of the Merger or the Acquisition) and not
created in contemplation of such event;

      (d) any Debt incurred or assumed for the purpose of financing all or any part of acquiring an asset; provided , that such Debt is incurred
or assumed concurrently with or within 90 days after the acquisition thereof;

                                                                        46
      (e) any Debt of any Person existing at the time such Person is merged or consolidated with or into Parent or a Subsidiary (other than as a
result of the Merger or the Acquisition) and not created in contemplation of such event;

      (f) any Debt arising out of the refinancing, extension, renewal, replacement or refunding of any of the Debt described in clauses (a), (c),
(d) or (e) of this Section 5.09; provided , that the aggregate principal amount of such Debt shall not exceed the refinanced, renewed, refunded,
extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in
connection therewith plus (without duplication) any commitments unutilized in respect thereof; and

     (g) any other Debt in an aggregate principal amount at any time outstanding, together with aggregate principal amount of secured Debt of
Credit Parties outstanding pursuant to Section 5.08(g), not to exceed 10% of Adjusted Consolidated Net Worth.

     It is agreed that during the 40 day period immediately following the Closing Date, the Target and the Target Guarantors shall deemed to
be Guarantors for purposes of this Section 5.09.

      Section 5.10. Consolidations, Mergers and Sales of Assets. Neither Parent nor Borrower will (a) consolidate with or merge into any other
Person or (b) sell, lease or otherwise transfer or permit any of its Subsidiaries to sell, lease or otherwise transfer, directly or indirectly, all or
substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any other Person; provided that nothing in this Section 5.10
shall prohibit the consummation of the Transactions; and provided further that nothing in this Section 5.10 shall prohibit Parent or the
Borrower from consolidating with or merging into another Person if:

            (i) immediately after such consolidation or merger substantially all of the Equity Interest of the surviving Person are directly or
      indirectly owned by (i) in the case of Parent, the former equityholders of Parent and (ii) in the case of the Borrower, Parent;

            (ii) immediately after such consolidation or merger the Person into which Parent or the Borrower shall have been consolidated or
      merged shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Agreement to be
      kept or performed by Parent or the Borrower;

           (iii) with respect to the Borrower, the Person into which the Borrower shall have been consolidated or merged shall be a corporation
      organized under the laws of the United States or any State thereof;

            (iv) the due and punctual payment of the principal of (and premium, if any) and interest on all of the Loans according to their tenor
      and the due and punctual performance and observance of all the covenants and conditions of this Agreement, including as Guarantor, to
      be performed or observed by Parent or the Borrower, as applicable, shall be expressly assumed, pursuant to documentation

                                                                          47
     in form and substance satisfactory to the Administrative Agent, and executed and delivered by the Person into which Parent or the
     Borrower, as applicable, shall have been consolidated or merged;

           (v) immediately after such consolidation or merger the chief financial officer or chief accounting officer of Parent, or prior to the
     Closing Date, any officer or director of Parent shall deliver to the Administrative Agent a certificate stating that as of the time
     immediately after the effective date of such consolidation or merger the covenants of Parent or the Borrower, as applicable, contained in
     this Section 5.10 have been complied with and the successor Person is not in Default under the provisions of this Agreement; and

          (vi) immediately after such merger Parent or the Borrower, as applicable, shall have delivered to the Administrative Agent an
     opinion of counsel reasonably satisfactory to the Administrative Agent to the effect that the conditions set forth in this Section 5.10 have
     been met.

      Section 5.11. Use of Proceeds. The proceeds of the Loans made under this Agreement will be used for the Certain Funds Purpose
substantially simultaneously with the receipt thereof. None of such proceeds will be used in violation of any applicable law or regulation.
Except as otherwise authorized or permitted by OFAC, neither parent nor any of its Subsidiaries will use any proceeds of the Loans or lend,
contribute or otherwise make available such proceeds to any Person (i) for the purpose of financing the activities of or with any Embargoed
Person or (ii) in any manner that would cause any Person participating in the Loan as lender, underwriter, investor or otherwise, to violate
economic sanctions laws or regulations applicable to that participating Person.

     Section 5.12. Progress of Scheme.

     (a) Parent shall procure that the:

           (i) Scheme Circular is dispatched by the Target as soon as practicable and in any event within 28 days of the date of issue of the
     Press Release (or on or before such later date as the Panel may permit) or, if later, promptly after the date on which the Court convenes a
     meeting of the holders of the Shares to consider the Scheme; and

           (ii) material terms of the Scheme Circular are not inconsistent in any material respect with, or contrary to, the terms of the draft
     Press Release delivered to the Administrative Agent pursuant to the terms of this Agreement unless the Administrative Agent has
     approved in writing (which approval shall not be unreasonably withheld, delayed or conditioned) such change in advance or is required
     by the Panel, the Court or the Securities and Exchange Commission.

      (b) Parent will keep the Administrative Agent and the Initial Banks reasonably informed as to any material developments in relation to
the Scheme and (i) promptly deliver to the Administrative Agent any material documents in relation to the Scheme,

                                                                       48
including a copy of any Scheme Document (subject to applicable legal or regulatory restrictions on disclosure thereof, including any
requirements of the Irish Takeover Rules), (ii) promptly after any reasonable request from the Administrative Agent or the Initial Banks
provide the Administrative Agent and the Initial Banks with any material information relevant to the progress of the Scheme and with any
material information or advice received in relation to and relevant to the Scheme and (iii) notify the Administrative Agent and the Initial Banks
promptly following it becoming aware that the relevant Court Order has been issued.

     (c) Parent shall not:

           (i) take any action (and procure, so far as it is able to do so, that no person Acting in Concert (as defined in the Irish Takeover Panel
     Act of 1997, as amended) with it or otherwise, takes any action) which would compel it (or any person Acting in Concert with it) to make
     an offer to shareholders in the Target under Rule 9 of the Irish Takeover Rules; and

           (ii) without the prior written consent of the Administrative Agent, acquire any Shares other than under the Scheme.

     (d) Without duplication of its obligations under Section 5.12(b), Parent shall:

           (i) comply in all material respects with its obligations under the Scheme and the Scheme Documents;

          (ii) comply in all material respects with its obligations under the Irish Companies Acts 1963 to 2009 and the Irish Takeover Rules,
     subject to any applicable waivers by the Panel;

            (iii) agree with the Administrative Agent and the Initial Banks the content of, and will deliver to the Administrative Agent and the
     Initial Banks copies of, all publicity material, press releases and announcements intended to be published to the extent relating to or
     describing the Banks or the Loan (other than the Scheme Documents) as soon as practicable prior to their publication, unless otherwise
     required by the Irish Takeover Rules, the Panel, any regulation, any applicable stock exchange, any applicable government or other
     regulatory authority and shall not publish any such other publicity material, press releases or announcements relating to the Banks or the
     Loan without the prior written consent of the Administrative Agent (not to be unreasonably withheld).

      (e) Parent shall not implement the Acquisition by way of a tender offer without the prior written consent of the Administrative Agent and
the Initial Banks.

     Section 5.13. Limitations on Activities of Credit Parties During the Certain Funds Period . During the Certain Funds Period and
immediately prior to the Closing Date (and immediately prior to consummation of the Merger) Parent and its Subsidiaries shall not (a) incur
any Debt other than or any intercompany Debt, (b) own any material

                                                                        49
assets other than the Equity Interests of any of their respective Subsidiaries or (c) otherwise engage in any business or activity other than (i) the
ownership and/or acquisition of the Equity Interests of the Initial Borrower, Holdings 2 and Holdings 1, as applicable, (ii) the maintenance of
their legal existence, including the incurrence of fees, costs and expenses relating to such maintenance, (iii) to the extent applicable,
participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent, (iv) incurring fees, costs and
expenses relating to organization overhead including professional fees for legal, tax and accounting issues and paying taxes, (v) the execution
and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and the borrowing of any Loans
hereunder and the guarantees of the obligations hereunder, (vi) the performance of its obligations under the Transaction Agreement (including
the consummation of the transactions contemplated by Exhibit 8.1(b)(ii) of the Transaction Agreement) and under the Scheme Documents,
(vii) taking all actions, including executing and delivering any related agreements, for the purpose of consummating any Debt Issuance for the
purpose of reducing the Aggregate Commitments and/or refinancing the Loans outstanding under this Agreement (including, without
limitation, holding the proceeds of any such Debt Issuance referred to in this clause (vii) in escrow prior to the consummation of the
Acquisition), (viii) providing indemnification to officers and directors, (ix) activities incidental to the consummation of the Transactions,
including the making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or the making of other investments,
in each case consummated substantially contemporaneously with the consummation of the Transactions, and (x) activities necessary or
advisable for or incidental to the businesses or activities described in clauses (i) to (ix) of this Section 5.13.

     Section 5.14 . Covenant to Guarantee Obligations.

      (a) As soon as practicable (and in no event more than 40 days) following the Closing Date (or such longer period as may otherwise be
agreed by the Administrative Agent), Parent shall, at Parent’s expense, cause each Target Guarantor to (i) become a Guarantor by executing
and delivering to the Administrative Agent a Joinder Agreement and (ii) deliver to the Administrative Agent such other customary
documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery of any documentation other
than those that are substantially similar to the applicable documents delivered under Section 3.02(c)(v), (viii), (ix) and (x) (and appropriate
local counsel opinions substantially similar in scope to those delivered on the Effective Date, if applicable, including as to the
non-contravention of material Debt).

      (b) As soon as practicable (and in no event more than 40 days) following the Closing Date (or such longer period as may otherwise be
agreed by the Administrative Agent), Parent shall, at Parent’s expense, cause the Target to (i) become a Guarantor by executing and delivering
to the Administrative Agent a Joinder Agreement and (ii) deliver to the Administrative Agent (A) a certificate (signed by a director) of Parent
certifying (x) that the Target has complied in all respects with Section 60 of the Act in order to enable the Target to enter into a Joinder
Agreement and perform its obligations as a Guarantor under this Agreement, (y) that neither the Target, nor any director or

                                                                         50
Secretary of the Target is a company or a person to whom Chapter I or Chapter II of Part VII of the 1990 Act applies and (z) that the
prohibition contained in Section 31 of the 1990 Act does not apply to the Joinder Agreement to be entered into by the Target as the Target
forms part of a group of companies within the meaning of Section 35 of the 1990 Act and (B) such other customary documentation reasonably
requested by the Administrative Agent, which in any event will not require the delivery of any documentation other than those that are
substantially similar to the applicable documents delivered under Section 3.02(c)(v), (viii), (ix) and (x) (and appropriate local counsel opinions
substantially similar in scope to those delivered on the Effective Date, if applicable, including as to the non-contravention of material Debt).

      (c) Subject to clauses (a) and (b) of this Section 5.14, if at any time on or after the Closing Date, (i) any Subsidiary is or becomes (x) the
issuer or co-issuer of, or borrower or guarantor under, any series of U.S. debt securities or any U.S. syndicated credit facility, (y) the guarantor
of any series of debt securities or any syndicated credit facilities of Parent or (z) the issuer or co-issuer of, or borrower or guarantor under, any
series of debt securities or any syndicated credit facility other than as described in clauses (x) and (y), but only to the extent that, in the case of
clauses (y) and (z), such Subsidiary is not an Excluded Person or (ii) any Person is or becomes a direct or indirect parent entity of the Borrower
that holds any material assets (other than the Equity Interests of any Subsidiary that is or is a parent entity of the Borrower) or owes any
material liabilities, whether by formation, acquisition, redomiciliation or otherwise, Parent shall, at Parent’s expense, as soon as reasonably
practicable (and in no event more than 30 days (or such longer period as the Administrative Agent shall agree)) following (A) in the case of
clause (i)(z) above, a written request from the Administrative Agent therefor and (B) otherwise, such Person becoming issuer, co-issuer,
borrower or guarantor or such formation, acquisition or redomiciliation, as applicable, (or, if later, the Closing Date) to cause such Person to
(i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and (ii) deliver to the Administrative
Agent such other customary documentation reasonably requested by the Administrative Agent, which in any event will not require the delivery
of any documentation other than those that are substantially similar to the applicable documents delivered under Sections 3.01(a)(x)(A) and
3.02(c)(v), (viii), (ix) and (x) (to the extent such concept exists) (and appropriate local counsel opinions substantially similar in scope to those
delivered on the Effective Date, if applicable).

      (d) At any time after the Closing Date, Parent and the Administrative Agent may agree that any Subsidiary of Parent may guarantee the
obligations of any Guarantor hereunder by delivering to such Guarantor and the Administrative Agent such customary documentation
reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Subsidiary or Parent.

      Section 5.15 . Payment of Fees in Connection with the Effective Date .

      (a) Parent shall pay (i) the fees in the amounts agreed in writing by the Joint Lead Arrangers in the Fee Letter to be received in connection
with the Effective Date by the Joint Lead Arrangers and (ii) all reasonable out-of-pocket expenses (including the

                                                                          51
reasonable fees, disbursements and other charges of counsel) of the Administrative Agent and/or Joint Lead Arrangers, in each case, in full to
the Joint Lead Arrangers and/or the Administrative Agent, as applicable, on or prior to May 21, 2012.


                                                                   ARTICLE 6
                                                                    D EFAULTS

     Section 6.01. Events of Default. If one or more of the following events (“ Events of Default ”) shall have occurred and be continuing:

      (a) any principal of the Loans shall not be paid when due or any interest on the Loans, any fees or any other amount payable hereunder
shall not be paid within five Domestic Business Days after the due date thereof;

      (b) any Credit Party shall fail (i) to observe or perform any covenant contained in Section 5.07 or 5.08 for 30 days after a financial officer
of Parent shall become aware of such failure, (ii) to observe or perform any covenant contained in Section 5.09, 5.10, 5.11, 5.12, 5.13 and 5.14,
and (iii) the failure of the Borrower to comply with Section 10.10(b);

      (c) any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by
clause (a) or (b) above) for 30 days after written notice thereof has been given to the Borrower by the Administrative Agent at the request of
any Bank;

      (d) any representation, warranty, certification or statement made by any Credit Party in this Agreement or in any certificate, financial
statement or other document delivered pursuant to this Agreement shall prove to have been incorrect (in any respect that is material in relation
to any Bank’s decision to take or refrain from taking any action requested by any Credit Party or to exercise or refrain from exercising any
remedy under this Article 6) when made or deemed made;

     (e) Parent or any Subsidiary shall fail to make any payment in respect of any Material Debt when due or within any applicable grace
period;

     (f) any event or condition shall occur which (i) results in the acceleration of the maturity of any Material Debt or (ii) any applicable grace
period having expired, permits the holder of such Material Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
provided that this clause (f) shall not apply to any voluntary call or voluntary prepayment of any Material Debt by Parent or the relevant
Subsidiary;

     (g) one or more of Parent and its Subsidiaries (except Insignificant Subsidiaries) or its shareholders or directors shall commence a
voluntary case or other voluntary proceeding seeking liquidation, reorganization, examination or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or

                                                                         52
hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any organizational action to authorize any of the foregoing; provided that any
application commenced by a minority of shareholders or directors of Parent or any of its Subsidiaries for the appointment of an examiner in
Ireland where such application is deemed to be a voluntary case or other proceeding for the purposes of this Section 6.01(g) shall not constitute
a breach of this Section 6.01(g) where such application is dismissed within 60 days;

      (h) an involuntary case or other proceeding shall be commenced against one or more of Parent and its Subsidiaries (except Insignificant
Subsidiaries) seeking liquidation, reorganization, examination or other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, examiner or other similar
official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against one or more of Parent and its Subsidiaries (except Insignificant Subsidiaries)
under the federal bankruptcy laws as now or hereafter in effect;

       (i) any member of the ERISA Group shall fail to pay when due (after taking into account any approved and granted payment date
extensions) an amount or amounts aggregating in excess of $150,000,000 which it shall have become liable to pay under Title IV of ERISA; or
notice of intent to terminate a Material Plan shall be filed under Section 4041(c) of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material
Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or there shall occur a complete or partial withdrawal from, or a default within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multi-Employer Plans which could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $150,000,000; or any member of the ERISA Group shall incur any Unfunded Liabilities with respect to any Plan or
Plans that in the aggregate result or could reasonably be expected to result in a Material Adverse Effect; or a Non-U.S. Benefit Event shall
occur which shall result in an aggregate liability of Parent and its Subsidiaries in excess of $150,000,000;

      (j) a judgment or order for the payment of money in excess of $150,000,000 shall be rendered against Parent or any Subsidiary
(including, without limitation, a judgment or order in connection with the Disclosed Litigation) and such judgment or order is uninsured and
shall continue unsatisfied and unstayed for a period of 30 days;

                                                                        53
      (k) (i) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said
Act) of 35% or more of the issued ordinary shares of Parent; or, on and after the Closing Date during any period of 12 consecutive calendar
months, individuals who were directors of Parent on the first day of such period shall cease to constitute a majority of the board of directors of
Parent; provided that, notwithstanding the foregoing, no Default shall occur under this clause (k) with respect to (x) a transaction in which
(1) Parent becomes a direct or indirect wholly-owned subsidiary of a holding company, (2) the direct or indirect holders of the voting Equity
Interest of such holding company immediately following such transaction are substantially the same as the holders of Parent’s voting Equity
Interests immediately prior to such transaction or do not otherwise constitute a Person or group that has acquired beneficial ownership of 35%
or more of the issued ordinary shares of Parent and (3) such holding company becomes a Guarantor and shall become party hereto as, and
expressly assume all the obligations of, Parent hereunder and (y) the Transactions, or (ii) the Borrower shall cease to be a direct or indirect
wholly-owned Subsidiary of Parent; or

      (l) any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder (including as a result of a transaction permitted under Section 5.10) or the satisfaction in full of all the
obligations hereunder by virtue of the repayment in full of all Loans and other amounts due hereunder and the termination of the Aggregate
Commitments, ceases to be in full force and effect; or any Credit Party contests in writing the validity or enforceability of any provision of any
Loan Document; or any Credit Party denies in writing that it has any or further liability or obligation hereunder (other than as a result of the
repayment in full of all Loans and other amounts due hereunder and the termination of the Aggregate Commitments), or purports in writing to
revoke or rescind any Loan Document.

THEREUPON: in any such event, subject during the Certain Funds Period to Section 3.03, the Administrative Agent shall (i) if requested by
the Majority Banks, by notice to the Borrower terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the
Majority Banks, by notice to the Borrower declare the Loans and the Notes (together with accrued interest thereon) and all other amounts
payable hereunder to be, and the Loans and the Notes and all such other amounts shall thereupon become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of
any of the Events of Default specified in clause (g) or (h) above, without any notice to the Borrower or any other act by the Administrative
Agent or the Banks, the Commitments shall thereupon terminate and the Notes (together with accrued interest thereon) shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.

     Section 6.02. Notice of Default. The Administrative Agent shall give notice to the Borrower under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks thereof.

                                                                        54
      Section 6.03. Clean-up Period . During the Clean-up Period, any breach of a representation (other than a Certain Funds Representation)
or any default (other than a Certain Funds Event of Default) shall not constitute or result in a default, drawstop, right to rescission, termination
or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or default (i) does not have a material
adverse effect on the consolidated business, assets or financial condition of the Group taken as a whole, such that the Group taken as a whole
would be reasonably likely to be unable to perform its payment obligations under this Agreement; (ii) was not knowingly procured or approved
by Parent or the Borrower; (iii) is capable of remedy and (iv) is not a breach of the covenants relating to the accession of Guarantors.


                                                                 ARTICLE 7
                                                         T HE A DMINISTRATIVE A GENT

      Section 7.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Administrative Agent to take such
action as administrative agent on its behalf and to exercise such powers under this Agreement and the Notes as are expressly delegated to the
Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except as expressly
provided in Section 7.07, the provisions of this Article are solely for the benefit of the Administrative Agent and the Banks, and no Credit Party
shall have rights as a third party beneficiary of any such provisions.

      Section 7.02. Administrative Agent and Affiliates. (a) The Person serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Bank under this Agreement as any other Bank and may exercise or refrain from exercising the same as
though it were not the Administrative Agent and the term “Bank” or “Banks” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. The Person serving as the
Administrative Agent hereunder and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with
Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Banks.

      (b) Each Bank understands that the Person serving as the Administrative Agent, acting in its individual capacity, and its Affiliates
(collectively, the “ Agent’s Group ”) is engaged in a wide range of financial services and businesses (including investment management,
financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to in this
Section 7.02 as “ Activities ”) and may engage in the Activities with or on behalf of one or more of Parent or its Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own
account or on behalf of others (including Parent and its Affiliates and including holding, for its own account or on behalf of others, equity, debt
and similar positions in Parent or its Affiliates), including trading in or holding long, short or

                                                                        55
derivative positions in securities, loans or other financial products of one or more of Parent or its Affiliates. Each Bank understands and agrees
that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information concerning Parent or its Affiliates (including
information concerning the ability of a Credit Party to perform its obligations hereunder and under the other Loan Documents) which
information may not be available to any of the Banks that are not members of the Agent’s Group. Neither the Administrative Agent nor any
other member of the Agent’s Group shall have any duty to disclose to any Bank or use on behalf of the Banks, nor be liable for the failure to so
disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the
business, prospects, operations, property, financial and other condition or creditworthiness of Parent or any Affiliate of Parent) or to account for
any revenue or profits obtained in connection with the Activities, except that the Administrative Agent shall deliver or otherwise make
available to each Bank such documents as are expressly required by any Loan Document to be transmitted by the Administrative Agent to the
Banks.

      (c) Each Bank further understands that there may be situations where members of the Agent’s Group or their respective customers
(including Parent and its Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of
any one or more of the Banks (including the interests of the Banks hereunder and under the other Loan Documents). Each Bank agrees that no
member of the Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as the Administrative Agent being
a member of the Agent’s Group, and that each member of the Agent’s Group may undertake any Activities without further consultation with or
notification to any Bank. None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information
(including Information) concerning Parent or its Affiliates (including information concerning the ability of a Credit Party to perform its
obligations hereunder and under the other Loan Documents) or (iii) any other matter, shall give rise to any fiduciary, equitable or contractual
duties (including any duty of trust or confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Bank
including any such duty that would prevent or restrict the Agent’s Group from acting on behalf of customers (including Parent or its Affiliates)
or for its own account.

      Section 7.03. Duties of Administrative Agent; Exculpatory Provisions. (a) The Administrative Agent’s duties hereunder and under the
other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from
acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Majority Banks (or, as applicable,
the Required Banks or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Loan
Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law.

                                                                        56
      (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Majority Banks (or, as applicable, the Required Banks or such other number or percentage of the Banks as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in the Loan Documents, including
Sections 6.01 or 10.06) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed
to have knowledge of any Default or of the event or events that give or may give rise to any Default unless and until the Borrower or any Bank
shall have given notice to the Administrative Agent describing such Default and such event or events.

      (c) Neither the Administrative Agent nor any member of the Agent’s Group shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any
other Loan Document or the Information Documents, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than (but subject to the
foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to the Administrative Agent.

      (d) Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or any of its Related Parties to carry
out any “know your customer” or other checks in relation to any Person on behalf of any Bank and each Bank confirms to the Administrative
Agent that such Bank is solely responsible for any such checks such Bank is required to carry out and that such Bank may not rely on any
statement in relation to such checks made by the Administrative Agent or any of its Related Parties.

      Section 7.04. Reliance by the Administrative Agent; Consultation with Experts; Delegation of Duties. (a) The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by the
Administrative Agent to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by the Administrative Agent to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of the
Loans that by its terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory
to such Bank unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to
the contrary from such Bank prior to the making of such Loans and, in the case of the

                                                                       57
Borrowing, such Bank shall not have made available to the Administrative Agent such Bank’s ratable portion of such Borrowing.

     (b) The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

      (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through its Related Parties. Each such sub agent and the Related
Parties of the Administrative Agent and each such sub agent shall be entitled to the benefits of all provisions of this Article 7 and Section 10.04
(as though such sub-agents were the “Administrative Agent” under the Loan Documents) as if set forth in full herein with respect thereto.

       Section 7.05. Indemnification. The Banks agree to indemnify the Administrative Agent or any of its sub-agents (to the extent not
reimbursed by the Borrower) ratably in accordance with their respective Commitments (or, if the Commitments have been terminated or are no
longer in effect, ratably in accordance with the aggregate principal amount of the Loans held by the Banks), for any and all liabilities, losses,
damages, costs and expenses of any kind and nature whatsoever (including without limitation reasonable legal fees and expenses) that may be
imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other
documents contemplated by or referred to herein or the transactions contemplated hereby (including, without limitation, the costs and expenses
that the Borrower is obligated to pay under Section 10.04, but excluding, unless an Event of Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or
of any such other documents; provided that no Bank shall be liable for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction. The obligations of the Banks hereunder
are several and not joint, and the failure of any Bank to make any payment hereunder on any date required hereunder shall not relieve any other
Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its
payment hereunder.

       Section 7.06. Credit Decision. (a) Each Bank confirms to the Administrative Agent, each other Bank and each of their respective Related
Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it
is capable, without reliance on the Administrative Agent, any other Bank or any of their respective Related Parties, of evaluating the merits and
risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making its Loans
hereunder and (z) taking or not taking

                                                                        58
actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and
making its Loans hereunder and under the other Loan Documents is suitable and appropriate for it.

      (b) Each Bank acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising
under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the
Administrative Agent, any other Bank or any of their respective Related Parties, made its own appraisal and investigation of all risks associated
with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information, as it has deemed
appropriate and (iii) it will, independently and without reliance upon the Administrative Agent, any other Bank or any of their respective
Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with,
and its own credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such
documents and information as it shall from time to time deem appropriate.

      Section 7.07. Successor Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Banks and
the Borrower. Upon receipt of any such notice of resignation, the Majority Banks shall have the right, in consultation with the Borrower, to
appoint a successor. If no such successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its resignation (such 30-day period, the “ Bank Appointment Period ”), then
the retiring Administrative Agent may on behalf of the Banks appoint a successor Administrative Agent which shall be a financial institution
with an office in New York, New York, or an Affiliate of any such financial institution. In addition and without any obligation on the part of
the retiring Administrative Agent to appoint, on behalf of the Banks, a successor Administrative Agent, the retiring Administrative Agent may
at any time upon or after the end of the Bank Appointment Period notify the Borrower and the Banks that no qualifying Person has accepted
appointment as successor Administrative Agent and the effective date of the retiring Administrative Agent’s resignation, which effective date
shall be no earlier than three Domestic Business Days after the date of such notice. Upon the resignation effective date established in such
notice and regardless of whether a successor Administrative Agent has been appointed and accepted such appointment, the retiring
Administrative Agent’s resignation shall nonetheless become effective and (i) the retiring Administrative Agent shall be discharged from its
duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, communications and
determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Bank directly, until
such time as the Majority Banks appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,
remedies, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or

                                                                        59
under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and
such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this
Article 7 and Section 10.04 shall continue in effect for the benefit of the retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

     Section 7.08. No Other Duties, Etc . Anything herein to the contrary notwithstanding, none of the Persons acting as Joint Lead Arrangers
and Joint Book Managers or Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or as a Bank hereunder.


                                                                ARTICLE 8
                                                          C HANGE IN C IRCUMSTANCES

     Section 8.01 . Basis for Determining Interest Rate Inadequate or Unfair . If, on or prior to the first day of any Interest Period for any
Euro-Dollar Borrowing:

     (a) the Administrative Agent is advised by the Majority Banks that deposits in dollars (in the applicable amounts) are not being offered to
such Banks in the relevant market for such principal amount and Interest Period; or

      (b) Banks having 50% or more of the Aggregate Commitments advise the Administrative Agent that the London Interbank Offered Rate,
as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for
such Interest Period;

the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans
shall be suspended. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any
Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing
shall instead be made as an ABR Borrowing.

      Section 8.02. Illegality . If, on or after the Effective Date, the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Euro-Dollar Lending office)
with any request or directive (whether or not having the force of law) of any such

                                                                        60
authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar Lending Office) to make,
maintain or fund its Euro-Dollar Loans to the Borrower and such Bank shall so notify the Administrative Agent, the Administrative Agent shall
forthwith give notice thereof to the other Banks and the Borrower, whereupon until such Bank notifies the Borrower and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist, the obligation of the relevant Bank to make Euro-Dollar Loans to
the Borrower shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section 8.02, such Bank shall designate
a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine that it may not lawfully continue to maintain and fund any of
its outstanding, Euro-Dollar Loans to the Borrower to maturity and shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding principal amount of each such Euro-Dollar Loan, together with accrued interest thereon. Concurrently with prepaying
each such Euro-Dollar Loan, the Borrower shall borrow an ABR Loan in an equal principal amount from such Bank (on which interest and
principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Banks), and such Bank shall make such an ABR
Loan.

       Section 8.03. Increased Cost and Reduced Return . (a) If on or after the Effective Date, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any
Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central
bank or comparable agency (each, a “ Change in Law ”) shall (i) impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any
Euro-Dollar Loan, any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under
Section 2.13), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office), (ii) impose on any Bank (or its Applicable Lending Office) or on the United States
market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or its obligation
to make Euro-Dollar Loans or (iii) subject any Recipient to any present or future taxes, duties, levies, imposts, deductions, charges or
withholdings (other than (A) Taxes, (B) Other Taxes and (C) taxes excluded from the definition of Taxes by clauses (i), (ii) or (iii) of
Section 8.04(a) or clause (iii) of Section 8.04(d)) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Loan to the Borrower, or to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy of such demand to be

                                                                         61
delivered to the Administrative Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank
for such increased cost or reduction.

      (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on capital of such Bank (or its Parent Bank) as a consequence of such Bank’s obligations hereunder to a
level below that which such Bank (or its Parent Bank) could have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within
15 days after demand by such Bank (with a copy of such demand to be delivered to the Administrative Agent), the Borrower shall pay to such
Bank such additional amount or amounts as will compensate such Bank (or its Parent Bank) for such reduction.

      (c) Each Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Bank to compensation pursuant to this Section 8.03 and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such
Bank may use any reasonable averaging and attribution methods.

       (d) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and
all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law
becoming effective after the Effective Date, regardless of the date enacted, adopted or issued.

     Section 8.04. Taxes. (a) Any and all payments by any Credit Party to or for the account of any Bank or the Administrative Agent under
any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Bank and the Administrative
Agent, taxes imposed on its income, and franchise taxes and branch profits taxes imposed on it, by the jurisdiction under the laws of which
such Bank or the Administrative Agent (as the

                                                                        62
case may be) is organized or in which such Bank or the Administrative Agent (as the case may be) has its principal office or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise, branch profits or similar taxes imposed on it, in
each case by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision thereof, (ii) Connection Income Taxes and
(iii) United States withholding tax imposed as a result of FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, charges,
withholdings and liabilities with respect thereto imposed on or with respect to any payment under any Loan Document, “ Taxes ”). If any
Credit Party or the Administrative Agent shall be required by law to deduct any Taxes from or in respect of any sum payable under any Loan
Document to any Bank or the Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section 8.04) such Bank or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Credit Party or the
Administrative Agent shall make such deductions, (iii) the Credit Party or the Administrative Agent shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law and (iv) after any payment of Taxes by the Credit Party to a
taxation authority or other authority pursuant to this Section 8.04(a), the Credit Party shall furnish to the Administrative Agent, at its address
specified in or pursuant to Section 10.02, the original or a certified copy of a receipt evidencing payment thereof.

     (b) In addition, the Credit Parties agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, or
charges or similar levies which arise from the execution or delivery of, or otherwise with respect to, any Loan Document (“ Other Taxes ”).

      (c) The Credit Parties shall jointly and severally indemnify each Bank and the Administrative Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this
Section 8.04) paid by such Bank or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Bank or the Administrative
Agent (as the case may be) makes demand therefor, setting forth a complete explanation and calculation thereof. If any such indemnification is
made, such Bank will, at the Borrower’s reasonable request and expense, contest such Taxes and Other Taxes in good faith; provided that such
Bank shall not be required to continue any such contest if in the opinion of its counsel there is both (i) a reasonable doubt that such contest will
be successful and (ii) a reasonable possibility that the continuation thereof will adversely affect the resolution of other tax issues affecting such
Bank. If any such contest is successful, such Bank will remit to the Borrower the amount recovered (but not more than the amount of the
indemnification paid by the Borrower).

    (d) (i) Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested

                                                                         63
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or
the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any
Bank, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in
the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
paragraphs (ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or
submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Bank.

           (ii) Without limiting the generality of the foregoing.

                (A) any Bank that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which
           such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or
           the Administrative Agent), executed originals of IRS Form W-9 certifying that such Bank is exempt from United States federal
           backup withholding tax;

                 (B) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent
           (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a
           Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
           Agent), whichever of the following is applicable:

                         (1) in the case of a Foreign Bank claiming the benefits of an income tax treaty to which the United States is a party
                  (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an
                  exemption from, or reduction of, United States federal withholding tax pursuant to the “interest” article of such tax treaty
                  and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an
                  exemption from, or reduction of, United States federal withholding tax pursuant to the “business profits” or “other income”
                  article of such tax treaty;

                        (2) executed originals of IRS Form W-8ECI;

                                                                       64
             (3) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of
       the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Bank is
       not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the
       Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation”
       described in Section 881(c)(3)(C) of the Internal Revenue Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed
       originals of IRS Form W-8BEN; or

             (4) to the extent a Foreign Bank is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by
       IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or
       Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if
       the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio
       interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
       H-4 on behalf of each such direct and indirect partner;

      (C) any Foreign Bank shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a
Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in
United States federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made;
and

     (D) if a payment made to a Bank under any Loan Document would be subject to United States federal withholding tax
imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Bank shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or
the Administrative Agent such documentation prescribed by applicable law

                                                            65
            (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably
            requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
            comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under
            FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
            shall include any amendments made to FATCA after the date of this Agreement.

            Each Bank agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
            shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability
            to do so.

            (iii) “Taxes” as defined in Section 8.04(a) shall not include United States withholding tax with respect to interest (A) at the rate
            indicated on the forms provided by a Bank pursuant to this Section 8.04(d) at the time such Bank first becomes a party to this
            Agreement or changes the jurisdiction of its Applicable Lending Office or (B) in the case of a Bank that does not provide forms
            pursuant to this Section 8.04(d), at the rate applicable to such Bank at the time such Bank first becomes a party to this Agreement or
            changes the jurisdiction of its Applicable Lending Office; provided, however , that if at the time of an assignment pursuant to which
            a Bank assignee becomes a party to this Agreement or at the time a Bank changes its Applicable Lending Office, the Bank assignor
            or such Bank (as the case may be) was entitled to payments under Section 8.04(a) in respect of United States withholding tax with
            respect to interest paid at such date, then, to such extent, the term “Taxes” shall include (in addition to withholding taxes that may
            be imposed in the future or other amounts otherwise includable in Taxes) United States interest withholding tax, if any, applicable
            with respect to the Bank assignee or such Bank (as the case may be) on such date.

      (e) For any period with respect to which a Bank has failed to provide the Borrower or the Administrative Agent with the appropriate form
pursuant to Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form
originally was required to be provided), such Bank shall not be entitled to indemnification under Section 8.04(a) or Section 8.04(c) with respect
to Taxes imposed as a result of that failure; provided that should a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes.

     (f) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any taxes as to which it has been
indemnified pursuant to this

                                                                         66
Section 8.04 (including by the payment of additional amounts pursuant to this Section 8.04), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the taxes giving rise to such refund),
net of all out-of-pocket expenses (including taxes) of such indemnified party and without interest (other than any interest paid by the relevant
taxation authority or other authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall
repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the
relevant taxation authority or other authority) in the event that such indemnified party is required to repay such refund to such taxation
authority or other authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less
favorable net after-tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns
(or any information related to its taxes that it deems confidential) to the indemnifying party or any other Person.

      (g) If the Borrower is required to pay additional amounts to or for the account of any Bank pursuant to this Section 8.04, then such Bank
will change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter
accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank.

     Section 8.05. ABR Loans Substituted for Affected Euro-Dollar Loans. If (i) the obligation of any Bank to make Euro-Dollar Loans to the
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04 from the
Borrower with respect to its Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business Days’ prior notice to such Bank
through the Administrative Agent, have elected that the provisions of this Section 8.05 shall apply to such Bank, then, unless and until such
Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist:

     (a) the Loan of such Bank to the Borrower which would otherwise be made by such Bank as a Euro-Dollar Loan shall be made instead as
an ABR Loan (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Banks), and

     (b) after each of its Euro-Dollar Loans to the Borrower has been repaid, all payments of principal which would otherwise be applied to
repay such Euro-Dollar Loans shall be applied to repay its ABR Loans instead.

      Section 8.06. Substitution of Bank. If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to
Section 8.02, (ii) any Bank has demanded compensation under Section 8.03 or 8.04, or (iii) if any Bank is a Defaulting Bank, the Borrower
shall have the right, with the assistance of the Administrative Agent,

                                                                        67
to seek a mutually satisfactory substitute bank or banks (“ Substitute Banks ”) (which may be one or more of the Banks) to purchase the Loans
and assume the Commitment of such Bank (the “ Exiting Bank ”). The Exiting Bank shall, upon reasonable notice and payment to it of the
purchase price agreed between it and the Substitute Bank or Banks (or, failing such agreement, a purchase price equal to the outstanding
principal amount of its Loans and interest accrued thereon to but excluding the date of payment), assign all of its rights and obligations under
this Agreement and the Notes (including its Commitment) to the Substitute Bank or Banks, and the Substitute Bank or Banks shall assume such
rights and obligations, in accordance with Section 10.07. In connection with any such sale, the Borrower shall compensate the Exiting Bank for
any funding losses as provided in Section 2.13 and the Borrower shall pay to the Exiting Bank its facility fee accrued to but excluding the date
of such sale.


                                                                  ARTICLE 9
                                                                  G UARANTY

      Section 9.01. The Guaranty. Each Guarantor hereby, jointly and severally, irrevocably and unconditionally guarantees to each Bank and
the Administrative Agent the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and
interest on the Loans made to the Borrower pursuant to this Agreement, and the full and punctual payment of all other amounts payable by the
Borrower under this Agreement or any of the other Loan Documents. Upon failure by the Borrower to pay punctually any such amount, each
Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement.

     Section 9.02. Guaranty Unconditional. The obligations of each Guarantor under this Article 9 shall be, joint and several, irrevocable,
unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

      (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement
or any other Loan Document, by operation of law or otherwise;

     (b) any modification or amendment of or supplement to this Agreement or any other Loan Document;

     (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this
Agreement or any other Loan Document;

      (d) any change in the organizational existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in
this Agreement or any other Loan Document;

                                                                        68
      (e) the existence of any claim, set-off or other rights such Guarantor may have at any time against the Borrower, the Administrative
Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent
the assertion of any such claim by separate suit or compulsory counterclaim;

     (f) any illegality, invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any other Loan
Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the
Borrower of the principal of or interest on the Loans or any other amount payable by it under this Agreement or any other Loan Document; or

      (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Bank or any other Person or any
other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such
Guarantor’s obligations hereunder.

      Section 9.03 . Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances . Except as set forth in Section 9.08, each
Guarantor’s obligations under this Article 9 shall remain in full force and effect until the Aggregate Commitments shall have terminated and
the principal of and interest on the Loans and all other amounts payable by the Borrower under this Agreement and each other Loan Document
shall have been paid in full. If at any time any payment of the principal of or interest on the Loans or any other amount payable by the
Borrower under this Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, each Guarantor’s obligations under this Article 9 with respect to such payment shall
be reinstated at such time as though such payment had been due but not made at such time.

      Section 9.04. Waiver by the Borrower. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other
Guarantor or any other Person.

      Section 9.05. Subrogation. Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or
otherwise, upon making any payment pursuant to this Article 9, to be subrogated to the rights of the payee against the Borrower with respect to
such payment or against any direct or indirect security therefor, or otherwise to be reimbursed, indemnified or exonerated by or for the account
of the Borrower in respect thereof.

       Section 9.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under this Agreement
or its Notes is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration
under the terms of this Agreement shall nonetheless be payable by each Guarantor hereunder forthwith on demand by the Administrative Agent
made at the request of the Majority Banks.

                                                                       69
     Section 9.07. Limitation on Obligations of Guarantor . The obligations of each Guarantor under this Article 9 shall be limited to an
aggregate amount equal to the largest amount that would not render such Guarantor’s obligation subject to avoidance under (i) Section 548 of
the United States Bankruptcy Code, (ii) Section 2:207c of the Dutch Civil Code, or (iii) any comparable provisions of applicable law.

       Section 9.08. Release of Guarantors . The Banks hereby irrevocably agree that any Guarantor shall be released from this Agreement
upon consummation of any transaction permitted hereunder (including a sale, transfer or Disposition of such Guarantor to a Person that is not
Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (other than a direct or indirect
parent of the Borrower) shall be released if such Guarantor shall become an Excluded Person; provided that no such release shall occur to the
extent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit
facilities. Any Guarantor that is a direct or indirect parent of the Borrower (other than Parent) shall be released if, at any time after becoming a
Guarantor, (i) such Guarantor becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from
guaranteeing the obligations under this Agreement or (ii) remaining a Guarantor would, in the reasonable determination of the Borrower, result
in material adverse tax consequences to Parent or any of its Subsidiaries as reasonably determined by the Borrower; provided that no such
release shall occur under clauses (i) or (ii) above, to the extent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under
any debt securities or syndicated credit facilities. The Banks hereby authorize the Administrative Agent to, and the Administrative Agent will at
the sole cost and expense of the Borrower or applicable Credit Party, execute and deliver any instruments, documents, and agreements
necessary to evidence and confirm the release of any Guarantor pursuant to the foregoing provisions of this paragraph, all without the further
consent or joinder of any Bank.

      Section 9.09. Joinder of Guarantors . A Subsidiary of Parent may become a Guarantor, with the same force and effect as if originally
named as a Guarantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of the Joinder Agreement.
The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.

      Section 9.10. Scheme. The obligations and liabilities of the Guarantors under this Agreement shall not be affected by any reduction
occurring in, or other arrangement being made relating to the liabilities of any Credit Party to the Banks as a result of any arrangement or
composition, made pursuant to any of the provisions of the Irish Companies (Amendment) Act 1990 or any analogous provisions in any other
jurisdiction or made pursuant to any proceedings or actions whatsoever and whether or not following the appointment of an administrator,
administrative receiver, trustee, liquidator, receiver or examiner or any similar officer or any analogous event occurring under the laws of any
relevant jurisdiction to any Credit Party or over all or a substantial part of the assets (as

                                                                        70
the case may be) of any Credit Party and each Guarantor hereby agrees with and to the Banks and the Administrative Agent that the amount
recoverable by the Banks from the Guarantors hereunder will be and will continue to be the full amount which would have been recoverable by
the Banks from any such Guarantor in respect of any such Guarantor’s liabilities had no such arrangement or composition or event as aforesaid
been entered into.


                                                                ARTICLE 10
                                                               M ISCELLANEOUS

      Section 10.01. Notices . (a) All notices, demands, requests, consents and other communications to any party hereunder shall be in writing
(including bank wire, facsimile transmission or similar writing) and shall be given to such party: (w) in the case of the Borrower, the Effective
Date Guarantors or the Administrative Agent, at its address or facsimile transmission number set forth on the signature pages hereof, (x) in the
case of any other Guarantor, at its address or facsimile transmission number set forth in its Joinder Agreement, (y) in the case of any Bank, at
its address or facsimile transmission number set forth in its Administrative Questionnaire or (z) in the case of any party, such other address or
facsimile transmission number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower.

      (b) All notices, demands, requests, consents and other communications described in clause (a) shall be effective (i) if delivered by hand,
including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails, (iii) if delivered by
posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access
to such Approved Electronic Platform, website or other device (to the extent permitted by Section 10.02 to be delivered thereunder), when such
notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform,
Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or
not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact
information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect
of such posting that a communication has been posted to the Approved Electronic Platform and (i) if delivered by electronic mail or any other
telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided in clause
(a); provided that notices and communications to the Administrative Agent pursuant to Article 2 or Article 7 shall not be effective until
received by the Administrative Agent.

     (c) Notwithstanding clauses (a) and (b) (unless the Administrative Agent requests that the provisions of clause (a) and (b) be followed)
and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication
by any other means, the Borrower shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting
such

                                                                       71
Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to
msagency@morganstanley.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent may
notify to the Borrower. Nothing in this clause (c) shall prejudice the right of the Administrative Agent or any Bank to deliver any Approved
Electronic Communication to the Borrower in any manner authorized in this Agreement or to request that the Borrower effect delivery in such
manner.

      Section 10.02 . Posting of Approved Electronic Communications. (a) Each of the Banks and the Borrower agree that the Administrative
Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Banks by posting such Approved
Electronic Communications on IntraLinks TM or a substantially similar electronic platform chosen by the Administrative Agent to be its
electronic transmission system (the “ Approved Electronic Platform ”).

       (b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and
policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and a User
ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method
whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks and the Borrower
acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Banks
and the Borrower hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and
understands and assumes the risks of such distribution.

     (c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED
“AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S
GROUP WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC
COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR
ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC
PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OTHER
MEMBER OF THE AGENT’S GROUP IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE
APPROVED ELECTRONIC PLATFORM.

                                                                      72
      (d) Each of the Banks and the Borrower agree that the Administrative Agent may, but (except as may be required by applicable law) shall
not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally-applicable document retention procedures and policies.

      Section 10.03. No Waivers. No failure or delay by the Administrative Agent or any Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

      Section 10.04. Expenses; Indemnification; Waiver. (a) Costs and Expenses . The Borrower shall pay (i) all out-of-pocket expenses of the
Administrative Agent, including, without limitation, reasonable fees and disbursements of special counsel for the Administrative Agent, in
connection with the preparation, syndication and administration of this Agreement, any waiver or consent hereunder or any amendment hereof
or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative
Agent and each Bank, including, without limitation, reasonable fees and disbursements of counsel, in connection with such Event of Default
and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom and in connection with the enforcement of rights
under this Section 10.04(a).

       (b) Indemnification by the Borrower . The Borrower agrees to indemnify the Administrative Agent and each Bank and each Joint Lead
Arranger and each Related Party of any of the foregoing Persons (each an “ Indemnitee ”) and hold each Indemnitee harmless from and
against any and all liabilities, claims, losses, damages, out-of-pocket costs and expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any actual or prospective claim,
investigation, or administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or
threatened relating to or arising out of the Loan Documents or any agreement or instrument contemplated hereby or thereby, the consummation
of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) only, the
administration of the Loan Documents, or any actual or proposed use of proceeds of Loans hereunder, or the enforcement of rights under this
Section 10.04(b); provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such Indemnitee’s own gross negligence
or willful misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment, (ii) any material breach by such
Indemnitee of its obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final nonappealable judgment
or (iii) any claim by any Indemnitee against another Indemnitee, except to the extent that such claim is against such Person in its capacity as
Administrative Agent, Joint Lead Arranger or similar role in connection with this Agreement), in each case, as determined by a court of
competent jurisdiction in a final nonappealable judgment. At its own expense, the

                                                                       73
Borrower shall have the right to participate in (but not control) the defense of any action with respect to which it may have an indemnity
obligation hereunder.

       (c) Waiver . To the fullest extent permitted by applicable law but without limiting the Borrower’s obligations under clause (b) above, each
party hereto agrees that it shall not assert any claim against any other party hereto or any of their respective Related Parties, on any theory of
liability, for consequential, indirect, special or punitive damages (as opposed to direct and actual damages) arising out of or relating to this
Agreement or any other Loan Document, the transactions contemplated hereby or thereby, or the actual or proposed use of the Loans.
Notwithstanding anything to the contrary herein, no Indemnitee will be liable to the Borrower or any other Person, any of their respective
Affiliates or any of their respective security holders or creditors for any damages arising from the use by unauthorized Persons of information
or other materials sent through the Approved Electronic Platform that are intercepted by such Persons.

       Section 10.05. Set-Off; Sharing of Payments. (a) Without limiting any of the obligations of the Borrower or the rights of the Banks
hereunder, if the Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it
hereunder or under any Note, each Bank may, without prior notice to the Borrower (which notice is expressly waived by it to the fullest extent
permitted by applicable law), set off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final, in any currency, matured or unmatured) and other obligations and liabilities at any time held or owing by such Bank or any
of its Affiliates or any branch or agency thereof to or for the credit or account of the Borrower. Each Bank shall promptly provide notice of
such set-off to the Borrower; provided that failure by such Bank to provide such notice shall not give the Borrower any cause of action or right
to damages or affect the validity of such set-off and application.

      (b) If any Bank shall obtain from the Borrower payment of any principal of or interest on a Loan or payment of any other amount under
this Agreement or any Note through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than
from the Administrative Agent as provided herein), and, as a result of such payment, such Bank shall have received a percentage of the
principal of or interest on such Loan or such other amounts then due hereunder by the Borrower to such Bank in excess of its pro rata share
thereof, it shall promptly purchase from such other Banks participations in (or, if and to the extent specified by such Bank, direct interests in)
the Loans or such other amounts, respectively, owing to such other Banks (or in interest due thereon, as the case may be) in such amounts, and
make such other adjustments from time to time, as shall be equitable, to the end that all the Banks shall share the benefit of such excess
payment (net of any expenses that may be incurred by such Bank in obtaining or preserving such excess payment) pro rata in accordance with
the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Banks. To such end all the Banks
shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must
otherwise be restored.

                                                                        74
      (c) Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain
the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

      Section 10.06. Amendments and Waivers. Except as otherwise set forth in this Agreement, any provision of this Agreement or the Notes
may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and by the Required Banks
and acknowledged by the Administrative Agent; provided , that no such amendment or waiver shall, unless signed by all the Banks (i) extend,
increase (including reinstating a terminated or expired Commitment) or decrease the Commitment of any Bank (except for a ratable decrease in
the Commitments of all Banks) or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on the Loans or
any fees hereunder; provided , however , that only the consent of the Required Banks and the Borrower shall be necessary to amend the rate of
interest described in Section 2.06(c), (iii) postpone the date fixed for any payment of principal of or interest on the Loans or any fees hereunder
or for the termination of any Commitment (other than with respect to payments or terminations contemplated by Section 2.08 or Section 2.09),
(iv) change the percentage of the Commitments or of the Aggregate Outstanding Amount, or the number of Banks, which shall be required for
the Banks or any of them to take any action under this Section 10.06 or any other provision of this Agreement (including, without limitation,
the definitions of “Required Banks” and “Majority Banks”), or (v) release Parent as a Guarantor or release all or substantially all of the value of
the Guarantors, in either case from the obligations as guarantor under Section 9.01 or amend Section 10.05; provided further that this
Agreement may be amended, prior to the Closing Date, by the Borrower, the Initial Banks, the Administrative Agent and any applicable Bank
(without the consent of any other Bank or Person) to increase the Aggregate Commitments hereunder by increasing the Commitments of any
existing Bank that consents to such increase, or by adding new Commitments from new Banks who agree to provide such incremental
Commitments (such increased or incremental Commitments to be on terms identical to the existing Commitments), and to make such other
changes as shall be necessary or appropriate to reflect such increase and the addition, if applicable, of such Banks.

      Notwithstanding the foregoing, (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to each Banks, affect the rights or duties of the Administrative Agent under this Agreement, and (ii) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Further notwithstanding anything to the contrary
herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the
Commitment of such Bank may not be increased or extended without the consent of such Bank, (ii) the principal of, and the rate of interest
specified herein on, the Loan due to a Defaulting Bank may not be reduced without (A) the consent of such Defaulting Bank or (B) in
connection with a reduction of the rate of interest specified herein on the Loans which impacts all Banks, the consent of all other Banks entitled
to vote or (ii) this last sentence of Section 10.06 shall not be amended without the consent of any Bank that is a Defaulting Bank at the time of
such amendment.

                                                                        75
      Section 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that (i) the Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks except as permitted by Sections 5.04 and 5.10, and (ii) no Bank may assign or
transfer any of its rights under this Agreement except in accordance with the terms of this Section 10.07.

      (b) (i) Any Bank may at any time grant to one or more banks or financial institutions (other than Parent, any of its Affiliates or a natural
person) (each a “ Participant ”) participating interests in its Commitment or any or all of its Loans. In the event of any such grant by a Bank of
a participating interest to a Participant, whether or not upon notice to the Borrower and the Administrative Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any
Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations
of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver
of this Agreement described in clause (i), (ii) or (iii) of Section 10.06 without the consent of the Participant. The Borrower agrees that each
Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Section 2.13 and Article 8 with respect to its
participating interest (it is being understood that documentation required under Section 8.04 shall be delivered to the participating Bank). An
assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this subsection (b).

            (ii) Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on
      which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
      the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Bank shall have any obligation
      to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a
      Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent
      that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under
      Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
      error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
      purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its
      capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

                                                                          76
       (c) Any Bank may at any time assign to one or more banks or other financial institutions (other than Parent, any of its Affiliates or a
natural person) (each an “ Assignee ”) all, or a proportionate part of all, of its rights and obligations under this Agreement and the Notes, and
each such Assignee shall assume such rights and obligations (or a proportionate part thereof), pursuant to an Assignment and Assumption
executed by such Assignee and such transferor Bank, with (and subject to) the written consent of the Borrower and the Administrative Agent
(each such consent in each case not to be unreasonably withheld or delayed); provided that except in the case of an assignment of the entire
remaining amount of the assigning Bank’s Commitment or Loans, the amount assigned to each Assignee which was not theretofore a Bank
shall be at least $10,000,000 or a multiple of $1,000,000 in excess thereof; provided further that from and after the Closing Date, (i) no consent
of the Borrower shall be required for assignments to (x) an Affiliate or Approved Fund of such transferor Bank or (y) a Bank or an Affiliate or
Approved Fund of a Bank, (ii) the Borrower shall be deemed to have consented to an assignment unless it shall object thereto by written notice
to the Administrative Agent within 10 Domestic Business Days after having received notice thereof and (iii) no consent of the Borrower shall
be required if an Event of Default has occurred and is continuing. In each such event in which the consent of the Borrower shall be deemed to
have been given or is not required, notice of such assignment shall be provided to the Borrower and the Administrative Agent. Upon execution
and delivery of such instrument and payment by the Assignee to such transferor Bank of the purchase price agreed between such transferor
Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a
Commitment or a Loan as set forth in such instrument of assumption, and the transferor Bank shall be released from its obligations hereunder
to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant
to this subsection (c), the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required,
new Notes are issued to the Assignee. Each Assignee shall deliver to the Borrower and the Administrative Agent certification as to exemption
from deduction or withholding of any United States federal income taxes in accordance with Section 8.04.

      (d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank
from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.

      (e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 8.03
or 8.04 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the
Borrower’s prior written consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to designate a different
Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist.

                                                                        77
      (f) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “
Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Banks shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to
time upon reasonable prior notice.

      (g) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

      Section 10.08. Collateral . Each of the Banks represents to the Administrative Agent and each of the other Banks that it in good faith is
not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement.

     Section 10.09. Governing Law; Submission to Jurisdiction . (a) Governing Law . This Agreement and the other Loan Documents and any
claims, controversy, dispute or cause of action (whether in contract, equity, tort or otherwise) based upon, arising out of or relating to this
Agreement or any other Loan Document and the transactions contemplated hereby and thereby shall be governed by, and construed in
accordance with, the law of the State of New York.

      (b) Jurisdiction . Each Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Bank or
any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or
thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and
determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on

                                                                       78
the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the
Administrative Agent or any Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any jurisdiction.

      (c) Waiver of Venue . Each Credit Party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law,
any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     (d) Service of Process . Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.01.
Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

       Section 10.10. Counterparts; Integration. (a) This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersede any and all other prior agreements and understandings, oral or written,
relating to the subject matter hereof.

      (b) Notwithstanding anything in paragraph (a) of this Section 10.10 or any other provision of this Agreement to the contrary, the
provisions of the Fee Letter shall survive in accordance with its terms, and the Borrower agrees to promptly enter into such amendments to this
Agreement as shall be necessary to implement any changes to the terms and provisions hereof in order to effect any changes made or actions
taken pursuant to the Fee Letter under the heading “Market Flex” during the period permitted therein.

       Section 10.11. Confidentiality ; Treatment of Information. (a) Each of the Administrative Agent and the Banks agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Related Parties (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the
exercise of any remedies hereunder or under any other Loan Document, any action or proceeding relating to this Agreement or any other Loan
Document, the enforcement of rights hereunder or thereunder or any litigation or proceeding to which the Administrative Agent or any Bank or
any of its respective Affiliates may be a party, (vi) subject to an

                                                                       79
agreement containing or incorporating provisions substantially the same as those of this Section 10.11, to (A) any assignee of or Participant in,
or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (B) any actual or prospective party (or its
managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives), surety, reinsurer,
guarantor or credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations hereunder or under the other Loan Documents or by reference to this
Agreement or payments hereunder or under the other Loan Documents, (C) any rating agency when required by it, or (D) the CUSIP Service
Bureau or any similar organization, with the consent of the Borrower or (vii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this Section 10.11 or (B) becomes available to the Administrative Agent, any Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower.

      For the purposes of this Section 10.11, “ Information ” means all information received from Parent or any of its Subsidiaries relating to
Parent and its Subsidiaries (and prior to the Closing Date, the Company and its Subsidiaries and the Target and its Subsidiaries) or any of their
respective businesses, other than any such information that is available to the Administrative Agent or any Bank on a nonconfidential basis
prior to disclosure by Parent or any of its Subsidiaries (and prior to the Closing Date, the Company and its Subsidiaries and the Target and its
Subsidiaries); provided that, in the case of information received from Parent or any of its Subsidiaries after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding any other provision
herein, each party hereto (and each party’s employees, representatives or other agents) may disclose to any and all Persons, without limitation
of any kind, the United States tax treatment and United States tax structure of this Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to such party relating to such United States tax treatment and United States tax structure, other than any
information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

      (b) Certain of the Banks may enter into this Agreement and take or not take action hereunder or under the other Loan Documents on the
basis of information that does not contain material non-public information with respect to the Company or the Target and on or after the
Closing Date, Parent, or their respective securities (“ Restricting Information ”). Other Banks may enter into this Agreement and take or not
take action hereunder or under the other Loan Documents on the basis of information that may contain Restricting Information. Each Bank
acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of
material, non-public information concerning such issuer of such securities or, subject to certain limited exceptions, from communicating such
information to any other Person. Neither the Administrative Agent nor any of its Related Parties shall, by making

                                                                         80
any Communications (including Restricting Information) available to a Bank, by participating in any conversations or other interactions with a
Bank or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication
does or does not contain Restricting Information nor shall the Administrative Agent or any of its Related Parties be responsible or liable in any
way for any decision a Bank may make to limit or to not limit its access to Restricting Information. In particular, none of the Administrative
Agent nor any of its Related Parties (i) shall have, and the Administrative Agent, on behalf of itself and each of its Related Parties, hereby
disclaims, any duty to ascertain or inquire as to whether or not a Bank has or has not limited its access to Restricting Information, such Bank’s
policies or procedures regarding the safeguarding of material, non-public information or such Bank’s compliance with applicable laws related
thereto or (ii) shall have, or incur, any liability to any Credit Party or any of its Subsidiaries or any Bank or any of their respective Related
Parties arising out of or relating to the Administrative Agent or any of its Related Parties providing or not providing Restricting Information to
any Bank.

       (c) The Borrower agrees that (i) all Communications it provides to the Administrative Agent intended for delivery to the Banks whether
by posting to the Approved Electronic Platform or otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do
not contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof, (ii) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the
Banks to treat such Communications as either publicly available information or not material information (although, in this latter case, such
Communications may contain sensitive business information and, therefore, remain subject to the confidentiality undertakings of clause
(a) above) with respect to the Company or Target, and on and after the Closing Date, Parent, or their respective securities for purposes of
United States federal and state securities laws, (iii) all Communications marked “PUBLIC” may be delivered to all Banks and may be made
available through a portion of the Approved Electronic Platform designated “Public Side Information”, and (iv) the Administrative Agent shall
treat any Communications that are not marked “PUBLIC” as Restricting Information and will not post such Communications to a portion of the
Approved Electronic Platform designated “Public Side Information”. Neither the Administrative Agent nor any of its Related Parties shall be
responsible for any statement or other designation by the Borrower regarding whether a Communication contains or does not contain material
non-public information with respect to the Company or Target, and on and after the Closing Date, Parent, or their respective securities nor shall
the Administrative Agent or any of its Related Parties incur any liability to the Credit Parties, any Bank or any other Person for any action
taken by the Administrative Agent or any of its Related Parties based upon such statement or designation, including any action as a result of
which Restricting Information is provided to a Bank that may decide not to take access to Restricting Information. Nothing in this clause
(c) shall modify or limit a Bank’s obligations under clause (a) with regard to Communications and the maintenance of the confidentiality of or
other treatment of Information.

                                                                       81
      (d) Each Bank acknowledges that circumstances may arise that require it to refer to Communications that might contain Restricting
Information. Accordingly, each Bank agrees that it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact information) on such Bank’s Administrative
Questionnaire. Each Bank agrees to notify the Administrative Agent from time to time of such Bank’s designee’s e-mail address to which
notice of the availability of Restricting Information may be sent by electronic transmission.

      (e) Each Bank acknowledges that Communications delivered hereunder and under the other Loan Documents may contain Restricting
Information and that such Communications are available to all Banks generally. Each Bank that elects not to take access to Restricting
Information does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Banks may have
access to Restricting Information that is not available to such electing Bank. None of the Administrative Agent nor any Bank with access to
Restricting Information shall have any duty to disclose such Restricting Information to such electing Bank or to use such Restricting
Information on behalf of such electing Bank, and shall not be liable for the failure to so disclose or use, such Restricting Information.

      (f) The provisions of the foregoing clauses of this Section 10.11 are designed to assist the Administrative Agent, the Banks and the
Borrower in complying with their respective contractual obligations and applicable law in circumstances where certain Banks express a desire
not to receive Restricting Information notwithstanding that certain Communications hereunder or under the other Loan Documents or other
information provided to the Banks hereunder or thereunder may contain Restricting Information. Neither the Administrative Agent nor any of
its Related Parties warrants or makes any other statement with respect to the adequacy of such provisions to achieve such purpose nor does the
Administrative Agent or any of its Related Parties warrant or make any other statement to the effect that the Borrower’s or any Bank’s
adherence to such provisions will be sufficient to ensure compliance by the Borrower or such Bank with its contractual obligations or its duties
under applicable law in respect of Restricting Information and each of the Banks and the Borrower assumes the risks associated therewith.

      Section 10.12. Severability. In case any provision in this Agreement or in any Note shall be held to be invalid, illegal or unenforceable,
such provision shall be severable from the rest of this Agreement or such Note, as the case may be, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.

      Section 10.13. Survival. The obligations of the Borrower under Sections 2.14, 2.16, 8.03(a), 8.03(b), Section 8.04, 8.06 and 10.04, and
the obligations of the Banks under Section 7.05, shall survive the repayment of the Loans and the termination of the Commitments (provided
that any such obligation shall not survive for more than one year after the later of such events) and, in the case of any Bank that may assign any
interest in its Commitment or Loans, shall survive the making of such assignment, notwithstanding that such assigning Bank may cease to be a
“Bank” hereunder, and shall survive the

                                                                        82
resignation or removal of the Administrative Agent. In addition, each representation and warranty made, or deemed to be made by a notice of
the Loans, herein or pursuant hereto shall survive the making of such representation and warranty, and no Bank shall be deemed to have
waived, by reason of making the Loans, any Default that may arise by reason of such representation or warranty proving to have been false or
misleading, notwithstanding that such Bank or the Administrative Agent may have had notice or knowledge or reason to believe that such
representation or warranty was false or misleading at the time such extension of credit was made.

    Section 10.14. Waiver of Jury Trial. EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

      Section 10.15. Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of this Agreement.

       Section 10.16. No Fiduciary Relationship. The Credit Parties acknowledge that neither any Bank nor the Administrative Agent has any
fiduciary relationship with, or fiduciary duty to any Credit Party arising out of or in connection with this Agreement or the Notes, and the
relationship between the Administrative Agent and the Banks, on the one hand, and the Credit Parties, on the other, in connection herewith or
therewith is solely that of debtor and creditor. This Agreement does not create a joint venture among the parties.

      Section 10.17. USA Patriot Act Notification. Each Bank subject to the USA Patriot Act hereby notifies the Credit Parties that pursuant to
the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which
information includes the name and address of each Credit Party and other information that will allow such Bank to identify each Credit Party in
accordance with the USA Patriot Act. Unless previously delivered, each Credit Party shall promptly after reasonable request therefor deliver to
the Administrative Agent or any Bank all documentation and other information with respect to itself required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;.

                                                           [signature pages follow]

                                                                      83
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.

                                                                                  Signed and Delivered as a deed by

                                                                                   /s/ Mark M. McGuire                                  ,
                                                                                   as duly authorized attorney of Abeiron
                                                                                   Limited in the presence of:


                                                                                  By: /s/ Mark M. McGuire
                                                                                      Name: Mark M. McGuire
                                                                                      Title: Attorney


                                                                          Witness:    /s/ Mary Ettiors
                                                                  Witness Address:    Superior Ave, Cleveland OH USA
                                                               Witness Occupation:    Lawyer

                                                                                                                    111 Superior Avenue
                                                                                                                   Cleveland, Ohio 44114

                                                                   84
     Signed and Delivered as a deed by Mark M.
       McGuire, as duly authorized attorney of
     Turlock B.V. in the presence of:

     By: /s/ Mark M. McGuire
         Name: Mark M. McGuire
         Title: Director A

     By:
           Name:
           Title:

     By:
           Name:
           Title:

     Address:   1111 Superior Avenue
                 Cleveland, Ohio 44114

85
                                Signed and Delivered as a deed by Mark M.
                                  McGuire, as duly authorized attorney of
                                  Turlock B.V. in the presence of:

                                By:
                                             Name: Mark M. McGuire
                                             Title: Director A

On behalf of:                   By:          /s/ W. Wolthuis
Intertrust (Netherlands) B.V.
                                             Name: W. Wolthuis
                                             Title: proxyholder
Managing Director B
Prins Bernhardplein 200
1097 JB amsterdam
                                By:          /s/ G. A. Somaroo
                                             Name: G. A. Somaroo
                                             Title: proxyholder


                                Address:   1111 Superior Avenue
                                           Cleveland, Ohio 44114

                                86
Turlock Corporation

By: /s/ Alexander M. Cutler
    Name: Alexander M. Cutler
    Title:    President

     1111 Superior Avenue
     Cleveland, Ohio 44114
MORGAN STANLEY SENIOR FUNDING
 INC., as Administrative Agent

By:     /s/ Anish Shah
        Name: Anish Shah
        Title: Authorized Signatory

Administrative Agent’s Office:

1 Pierrepont Plaza
Brooklyn, New York 11201
Fax: (212) 507-6680
Attention: Morgan Stanley Agency Servicing
                                                                                                                                           ANNEX A

                                                                 PRICING SCHEDULE

         On any date, the Euro-Dollar Margin shall be determined by the matrix below based on the Group’s Status:

                                                                                                  Euro-Dollar Margin
                                                                                          90 days                    180 days
                                                                                            after                      after
                                                                                          Closing                    Closing
                                                                  Closing                   Date                       Date
                                                                   Date                   through                    through              270 days
                                                                through 89                179 days                   269 days               after
                                                                 days after                 after                      after              Closing
Rating                                                            Closing                 Closing                    Closing              Date and
Level                             Debt Rating                      Date                     Date                       Date              thereafter
I                                  > BBB+/B
                                         aa1                          1.25 %                  1.50 %                     2.00 %                2.50 %
II                                  BBB/Baa2                          1.50 %                  1.75 %                     2.25 %                2.75 %
III                                        <
                                    BBB/Baa2                          1.75 %                  2.00 %                     2.50 %                3.00 %

     “ Level I Status ” exists on any date if, at such date, the Borrower outstanding senior unsecured long-term debt is rated BBB+ or an
equivalent rating or higher by S&P or Baa1 or an equivalent rating or higher by Moody’s.

     “ Level II Status ” exists on any date if, at such date, (i) the Borrower outstanding senior unsecured long-term debt is rated BBB or an
equivalent rating or higher by S&P or Baa2 or an equivalent rating or higher by Moody’s and (ii) Level I Status does not exist on such date.

         “ Level III Status ” exists on any date if none of Level I Status or Level II Status, exists on such date.

         “ Status ” means Level I Status, Level II Status or Level III Status.

      The credit ratings to be utilized in the determination of a Status are the ratings assigned to unsecured obligations of the Borrower.
Notwithstanding the above definitions, the parties agree that for purposes of determining what Status applies, (i) if the rating by Moody’s and
the rating by S&P, referred to in the definitions relating to such Status, differ by one level, then the applicable rating level status shall be based
upon the higher of such ratings, (ii) if said rating by Moody’s and said rating by S&P differ by more than one level, then the applicable Status
shall be one level lower than the rating level resulting from the higher of such ratings and (iii) during any period during which there is no such
rating by either Moody’s or S&P, Level III Status shall apply.

				
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