0001650962-15-000027 Sample Contracts

INTELLECTUAL PROPERTY MATTERS AGREEMENT

Intellectual Property Matters Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery

• Contract Type
  Intellectual Property Matters Agreement
• Filed
  December 21st, 2015
• Company
  Manitowoc Foodservice, Inc.
• Industry
  Refrigeration & service industry machinery

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “IP Agreement”) is made and entered into effective as of [●], 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”). Capitalized terms used and not otherwise defined in this IP Agreement have the meanings ascribed to such terms in Article 1 of the Separation Agreement (defined below).

EMPLOYEE MATTERS AGREEMENT

Employee Matters Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery

• Contract Type
  Employee Matters Agreement
• Filed
  December 21st, 2015
• Company
  Manitowoc Foodservice, Inc.
• Industry
  Refrigeration & service industry machinery

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is effective as of [●], 201[●] between The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“Manitowoc Foodservice”).

TRANSITION SERVICES AGREEMENT

Transition Services Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery

• Contract Type
  Transition Services Agreement
• Filed
  December 21st, 2015
• Company
  Manitowoc Foodservice, Inc.
• Industry
  Refrigeration & service industry machinery

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is effective as of [●], 2016 (the “Effective Date”) between The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“Manitowoc Foodservice”).

MASTER SEPARATION AND DISTRIBUTION AGREEMENT

Master Separation and Distribution Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery

• Contract Type
  Master Separation and Distribution Agreement
• Filed
  December 21st, 2015
• Company
  Manitowoc Foodservice, Inc.
• Industry
  Refrigeration & service industry machinery

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of [●], 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

TAX MATTERS AGREEMENT BY AND AMONG THE MANITOWOC COMPANY, INC. AND MANITOWOC FOODSERVICE, INC.

Tax Matters Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Wisconsin

• Contract Type
  Tax Matters Agreement
• Filed
  December 21st, 2015
• Company
  Manitowoc Foodservice, Inc.
• Industry
  Refrigeration & service industry machinery
• Jurisdiction
  Wisconsin

THIS TAX MATTERS AGREEMENT (the “Agreement”) is entered into on ______________, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“SpinCo”) (Manitowoc ParentCo and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).