0001140361-23-027660 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023
Separation and Distribution Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023
Stockholder and Registration Rights Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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TRANSITION SERVICES AGREEMENT by and between MDU Resources Group, Inc. and Knife river holding company
Transition Services Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group. Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

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TAX MATTERS AGREEMENT DATED AS OF MAY 30, 2023 BY AND BETWEEN MDU RESOURCES GROUP, INC. AND
Tax Matters Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Knife River Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF May 30, 2023
Employee Matters Agreement • June 1st, 2023 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

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