SHARE PURCHASE AGREEMENT among SENSUS WORLDWIDE LIMITED, SENSUS INDUSTRIES LIMITED, SENSUS USA INC., XYLEM INC. and XYLEM LUXEMBOURG S.À R.L. Dated as of August 15, 2016Share Purchase Agreement • August 15th, 2016 • Xylem Inc. • Pumps & pumping equipment • Delaware
THIS SHARE PURCHASE AGREEMENT is made as of August 15, 2016, by and among SENSUS WORLDWIDE LIMITED, an exempted company incorporated under the laws of Bermuda (“Sensus Worldwide”), SENSUS INDUSTRIES LIMITED, an exempted company incorporated under the laws of Bermuda (“Sensus Industries”), and SENSUS USA INC., a Delaware corporation (“Sensus USA” in its capacity as the holder of the Sub Shares and, together with Sensus Worldwide and Sensus Industries, “Sellers”), on the one hand, and XYLEM INC., an Indiana corporation (“US Buyer”), and XYLEM LUXEMBOURG S.À R.L., a Luxembourg société à responsabilité limitée (“Lux Buyer” and, together with US Buyer, “Buyers”), on the other hand. Certain capitalized terms used herein are defined in ARTICLE I. Sellers and Buyers are referred to collectively herein as the “Parties” and each, a “Party”.
