REGISTRATION RIGHTS AGREEMENT by and among Vontier Corporation, Gilbarco Inc. Matco Tools Corporation and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC, as Representatives of the Initial Purchasers Dated as of March 10, 2021Registration Rights Agreement • March 10th, 2021 • Vontier Corp • Totalizing fluid meters & counting devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2021, by and among Vontier Corporation, a Delaware corporation (the “Issuer”), Gilbarco Inc., a Delaware corporation (“Gilbarco”), Matco Tools Corporation, a Delaware corporation (“Matco” and, together with Gilbarco and Veeder-Root, the “Guarantors”), and Citigroup Global Markets Inc. (“Citi”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) as the representatives (the “Representatives”) of the several Initial Purchasers named in Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 1.800% Senior Notes due 2026 (the “2026 Notes”), 2.400% Senior Notes due 2028 (the “2028 Notes”) and 2.950% Senior Notes due 2031 (the “2031 Notes”, and together with the 2026 Notes and the 2028 Notes, the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agr
