Robbins & Myers Inc

Robbins & Myers Inc – AMENDED AND RESTATED CODE OF REGULATIONS OF ROBBINS & MYERS, INC. Adopted: February 20, 2013 ARTICLE I Meetings of Shareholders (February 20th, 2013)

Robbins & Myers Inc – AGREEMENT AND PLAN OF MERGER Among NATIONAL OILWELL VARCO, INC. RAVEN PROCESS CORP. And ROBBINS & MYERS, INC. Dated as of August 8, 2012 (August 9th, 2012)

THIS AGREEMENT AND PLAN OF MERGER is made as of August 8 2012 (this Agreement), by and among National Oilwell Varco, Inc., a Delaware corporation (Acquiror), Raven Process Corp., an Ohio corporation and a wholly-owned subsidiary of Acquiror (Merger Sub), and Robbins & Myers, Inc., an Ohio corporation (the Company), under the following circumstances (all capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise):

Robbins & Myers Inc – Waiver (August 9th, 2012)

This Waiver (this Waiver) is entered into as of August 8, 2012 by Robbins & Myers, Inc., an Ohio corporation (the Borrower), JPMorgan Chase Bank, N. A., individually and as administrative agent (the Administrative Agent), and the other financial institutions signatory hereto.

Robbins & Myers Inc – Support Agreement (August 9th, 2012)

WHEREAS, Robbins & Myers, Inc. (the Company), Acquiror, and Raven Process Corp. (Merger Sub) have entered into an Agreement and Plan of Merger (the Merger Agreement) dated the date hereof providing for the merger of Merger Sub with and into the Company (the Merger) under the Ohio General Corporation Law (the OGCL) as set out therein (except as specifically provided herein, defined terms shall have the meaning specified in the Merger Agreement);

Robbins & Myers Inc – Robbins & Myers, Inc. Option Award Agreement (January 11th, 2012)

This OPTION AWARD AGREEMENT ("Agreement") is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the "Company"), and Employee listed in Section 1.1.

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Restricted Share Award to Aaron Ravenscroft (October 27th, 2011)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and Aaron Ravenscroft (Employee).

Robbins & Myers Inc – August 15, 2011 (October 27th, 2011)

This letter sets forth immediately below the terms upon which you will be employed by Robbins & Myers, Inc. (the Company) as its Vice President and President Flow Control (Chemineer, Moyno Industrial Pumps, and PSG), reporting to Peter C. Wallace, President and Chief Executive Officer of the Company.

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Performance Share Award To (October 11th, 2011)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and (Executive).

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Performance Share Award To (October 11th, 2011)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and (Executive).

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Restricted Share Unit Award To (October 11th, 2011)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and (Employee).

Robbins & Myers Inc – CREDIT AGREEMENT Dated as of March 31, 2011 Among ROBBINS & MYERS, INC., the Subsidiary Borrowers Party Hereto, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and PNC BANK, N.A., BANK OF MONTREAL and WELLS FARGO BANK, N.A., as Co-Syndication Agents J.P. MORGAN SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger (April 5th, 2011)

CREDIT AGREEMENT dated as of March 31, 2011, among ROBBINS & MYERS, INC., the Subsidiary Borrowers party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Robbins & Myers Inc – T-3 ENERGY SERVICES, INC. NON-STATUTORY STOCK OPTION AGREEMENT Optionee: __________________ (January 10th, 2011)

Robbins & Myers Inc – T-3 ENERGY SERVICES, INC. NON-STATUTORY STOCK OPTION AGREEMENT Optionee: [________________] (January 10th, 2011)

Robbins & Myers Inc – Please See the Attached Revision of Attachment I of Your Notice of Conversion Sent to You This Past Week. (January 10th, 2011)

There has been a slight change in the conversion rounding rules on options that has reduced your converted option total(s) by one share. This change was necessary to avoid unnecessarily punitive personal tax consequences on your entire award grant. If you have any questions, please advise.

Robbins & Myers Inc – T-3 ENERGY SERVICES 2002 STOCK INCENTIVE PLAN (As Amended and Restated Effective June 14, 2010) (January 10th, 2011)

Robbins & Myers Inc – Contract (October 26th, 2010)

Robbins & Myers Inc – Contract (October 26th, 2010)

Robbins & Myers Inc – Contract (October 26th, 2010)

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Performance Share Award To (October 12th, 2010)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and ________________ (Executive).

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Restricted Share Unit Award to _________________ (October 12th, 2010)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and ________________ (Employee).

Robbins & Myers Inc – Robbins & Myers, Inc. Option Award Agreement (October 12th, 2010)

This OPTION AWARD AGREEMENT (Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and Employee listed in Section 1.1.

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Performance Share Award to Peter C. Wallace (October 12th, 2010)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and PETER C. WALLACE (Executive).

Robbins & Myers Inc – Compensation Clawback Policy Acknowledgement and Agreement (October 12th, 2010)

THIS COMPENSATION CLAWBACK POLICY ACKNOWLEDGEMENT AND AGREEMENT (this Agreement) is entered into as of the ______ day of ______________, 2010, between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and ________________________ (the Executive), under the following circumstances:

Robbins & Myers Inc – Robbins & Myers, Inc. 2004 Stock Incentive Plan as Amended (October 12th, 2010)

Robbins & Myers Inc – Waiver (October 6th, 2010)

This Waiver (this Waiver) is entered into as of October 6, 2010 by and among Robbins & Myers, Inc., an Ohio corporation (the Borrower), Robbins & Myers Finance Europe B.V., a Netherlands corporation (the Subsidiary Borrower), the undersigned Lenders and JPMorgan Chase Bank, N.A, as administrative agent (the Administrative Agent).

Robbins & Myers Inc – Voting Agreement (October 6th, 2010)

THIS VOTING AGREEMENT is made this 6th day of October, 2010 by and among M.H.M. & CO., LTD., an Ohio limited partnership (Shareholder), T-3 ENERGY SERVICES, INC., a Delaware corporation (T-3), and ROBBINS & MYERS, INC., an Ohio corporation (R&M), under the following circumstances:

Robbins & Myers Inc – Waiver (October 6th, 2010)

This Waiver (this Waiver) is entered into as of October 6, 2010 by and among Robbins & Myers, Inc., an Ohio corporation (the Borrower), Robbins & Myers Finance Europe B.V., a Netherlands corporation (the Subsidiary Borrower), the undersigned Lenders and JPMorgan Chase Bank, N.A, as administrative agent (the Administrative Agent).

Robbins & Myers Inc – Voting Agreement (October 6th, 2010)

THIS VOTING AGREEMENT is made this 6th day of October, 2010 by and among M.H.M. & CO., LTD., an Ohio limited partnership (Shareholder), T-3 ENERGY SERVICES, INC., a Delaware corporation (T-3), and ROBBINS & MYERS, INC., an Ohio corporation (R&M), under the following circumstances:

Robbins & Myers Inc – Agreement and Plan of Merger (October 6th, 2010)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of October 6, 2010, among ROBBINS & MYERS, INC., an Ohio corporation (R&M), T-3 ENERGY SERVICES, INC., a Delaware corporation (T-3), TRIPLE MERGER I, INC., a Delaware corporation and wholly-owned subsidiary of R&M (Merger Sub), and TRIPLE MERGER II, INC., a Delaware corporation and wholly-owned subsidiary of R&M (Merger Sub II). Unless otherwise indicated, capitalized terms used in this Agreement shall have the respective meanings set forth in Section 9.03 of this Agreement.

Robbins & Myers Inc – Voting Agreement (October 6th, 2010)

THIS VOTING AGREEMENT is made this 6th day of October, 2010 by and among M.H.M. & CO., LTD., an Ohio limited partnership (Shareholder), T-3 ENERGY SERVICES, INC., a Delaware corporation (T-3), and ROBBINS & MYERS, INC., an Ohio corporation (R&M), under the following circumstances:

Robbins & Myers Inc – Employment Agreement as Amended (October 26th, 2009)

This EMPLOYMENT AGREEMENT AS AMENDED (Agreement) is entered into as of the 6th day of October 2009 between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and PETER C. WALLACE (Executive) under the following circumstances:

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Performance Share Award to _________________ (October 26th, 2009)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and ____________ (Executive).

Robbins & Myers Inc – Robbins & Myers, Inc. 2004 Stock Incentive Plan as Amended (October 26th, 2009)

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Restricted Share Unit Award to ____________ (October 26th, 2009)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and ____________ (Employee).

Robbins & Myers Inc – Robbins & Myers, Inc. Award Agreement Restricted Share Unit Award To (October 13th, 2009)

This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and (Employee).