8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 3, 2023 (March 28, 2023)

CRANE COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

Delaware	1-41570	88-2846451
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 First Stamford Place Stamford, CT	06902
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 203-363-7300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00	CR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On April 3, 2023, Crane Company (the “Company”) entered into definitive agreements with Crane Holdings, Co, which is now known as Crane NXT, Co. (“Crane NXT”), the parent and owner of all of the Company’s issued and outstanding common stock at that time. The definitive agreements were entered into in connection with Crane NXT’s previously announced plan to separate into two independent, publicly-traded companies, in a transaction in which Crane NXT will retain its Payment & Merchandising Technologies segment and spin-off its Aerospace & Electronics, Process Flow Technologies and Engineered Materials segments to Crane NXT’s stockholders (the “Spin-Off”). The definitive agreements entered into between the Company and Crane NXT in connection with the Spin-Off set forth the terms and conditions of the Spin-Off and provide a framework for Crane NXT’s relationship with the Company following the Spin-Off, including the allocation between Crane NXT and the Company of Crane NXT’s and the Company’s assets, liabilities and obligations attributable to periods prior to, at and after the Spin-Off. These agreements include the Separation and Distribution Agreement (as described below), which contains certain key provisions related to the Spin-Off, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement (each, as described below) (collectively, the “Separation Agreements”).

Separation and Distribution Agreement

On April 3, 2023, the Company and Crane NXT entered into a Separation and Distribution Agreement that sets forth, among other things, the agreements between the Company and Crane NXT regarding the principal transactions necessary to effect the Spin-Off. It also sets forth other agreements that govern certain aspects of the Company’s ongoing relationship with Crane NXT after the completion of the Spin-Off. A summary of certain important terms and conditions of the Separation and Distribution Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—The Separation and Distribution Agreement” in the Company’s Information Statement (the “Information Statement”), which is included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 8, 2023. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Separation and Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation and Distribution Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated into this Item 1.01 by reference.

Transition Services Agreement

On April 3, 2023, the Company and Crane NXT entered into a Transition Services Agreement to provide for the transition of Crane Holdings, Co. into two independent, publicly-traded companies (the Company and Crane NXT), and to allow each party time to replace certain assets and employees that have been allocated to the other party. Under the Transition Services Agreement, each of the Company and Crane NXT has agreed to provide transition service support to the other for various periods of time ranging up to 18 months in the areas of finance, tax, human resources, legal and information technology. Such services will be provided on customary commercial terms, and each such service can be terminated early if it is no longer required prior to the expected termination date of such service. The Transition Services Agreement was negotiated in the context of a parent-subsidiary relationship and in the context of the Spin-Off.

The foregoing description of the Transition Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Tax Matters Agreement

On April 3, 2023, the Company and Crane NXT entered into a Tax Matters Agreement which, among other things, governs the Company’s and Crane NXT’s respective rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution (as defined below) and certain related transactions to qualify as a transaction that is tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings

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and other matters regarding taxes. Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities. A summary of certain important terms and conditions of the Tax Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Tax Matters Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Tax Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tax Matters Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference.

Employee Matters Agreement

On April 3, 2023, the Company and Crane NXT entered into an Employee Matters Agreement which, among other things, governs the Company’s, Crane NXT’s and their respective subsidiaries’ rights, responsibilities and obligations after the Spin-Off with respect to the following matters: (i) employees and former employees (and their respective dependents and beneficiaries) who are or were employed with the Company, Crane NXT or their respective subsidiaries, (ii) the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans, (iii) employee compensation plans and director compensation plans, including equity plans and (iv) other human resources, employment and employee benefits matters. A summary of certain important terms and conditions of the Employee Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Employee Matters Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Employee Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employee Matters Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated into this Item 1.01 by reference.

Intellectual Property Matters Agreement

On April 3, 2023, the Company and Crane NXT entered into an Intellectual Property Matters Agreement, which, among other things, governs the continued ownership and use by the Company and Crane NXT of their respective trademarks and trade names that include or are compromised of the term “Crane” in their respective businesses. A summary of certain important terms and conditions of the Intellectual Property Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Intellectual Property Matters Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Intellectual Property Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Intellectual Property Matters Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated into this Item 1.01 by reference.

General

Immediately prior to the consummation of the Spin-Off, the Company was a wholly-owned subsidiary of Crane NXT. Effective as of 5:00 p.m. New York City time on April 3, 2023 (the “Distribution Date”), Crane NXT completed the Spin-Off through a pro rata distribution to holders of record of Crane NXT’s common stock, par value $1.00 per share (“Crane NXT Common Stock”), as of 5:00 p.m. New York City time on March 23, 2023 (the “Record Date”), of one share of the Company’s common stock, par value $1.00 per share (“Company Common Stock”), for every one share of Crane NXT Common Stock held by such Crane NXT stockholders as of the Record Date (the “Distribution”). The Company is now an independent public company and expects that Company Common Stock will commence trading “regular way” under the symbol “CR” on the New York Stock Exchange (the “NYSE”) on April 4, 2023, which is the next trading day following the Distribution Date. Immediately following the Spin-Off, Crane NXT changed its name from “Crane Holdings, Co.” to “Crane NXT, Co.”, and Crane NXT expects that, on April 4, 2023, Crane NXT Common Stock will cease trading under the ticker symbol “CR” and will commence trading under its new symbol “CXT” on the NYSE on April 4, 2023, which is the next trading day following the Distribution Date. Crane NXT did not issue fractional shares of Company Common Stock in connection with the Distribution. Following the Spin-Off, Crane NXT does not beneficially own any shares of Company Common Stock and will no longer consolidate the Company within Crane NXT’s financial results.

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Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, on March 17, 2023, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks, including a $300 million senior unsecured term loan facility (the “Term Loan”). At the closing of the Credit Agreement, the Company did not borrow any funds under the Credit Agreement. On April 3, 2023, the Company drew down the full $300 million available under the Term Loan. The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries, subject to materiality thresholds and other exceptions and exclusions customary for credit facilities of this type. Prior to the Spin-Off, the Company used a portion of the proceeds from the Term Loan to pay a dividend to Crane NXT in the amount of $275 million. Any remaining proceeds are permitted to be used for general corporate purposes of the Company.

The description of the Credit Agreement is set forth under Item 1.01 in the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2023 (the “Prior Financing 8-K”), which description is incorporated into this Item 2.03 by reference. In addition, the Credit Agreement was filed as Exhibit 10.1 to the Prior Financing 8-K and is incorporated into this Item 2.03 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Directors

On February 7, 2023, when the Form 10 (as defined below) was declared effective by the SEC, the members of the Company’s Board of Directors (the “Company Board”) consisted of Richard A. Maue and Anthony M. D’Iorio. On March 28, 2023, effective upon the filing of the Amended and Restated Certificate of Incorporation (as defined below) with the Secretary of State of the State of Delaware, each of Richard A. Maue and Anthony M. D’Iorio resigned from his position as a director on the Company Board.

On March 28, 2023, effective upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the Company Board was expanded to nine directors and each of James L. L. Tullis, Martin R. Benante, Ronald C. Lindsay, Ellen McClain, Charles G. McClure, Jr., Max H. Mitchell, Jennifer M. Pollino and John S. Stroup was elected to serve as a director on the Company Board, and James L. L. Tullis was appointed to serve as the chairman of the Company Board, until the next annual meeting of the Company’s stockholders. Effective as of the consummation of the Spin-Off on April 3, 2023, Sanjay Kapoor was appointed to serve as an additional director on the Company Board until the next annual meeting of the Company’s stockholders.

Biographical information for each member of the Company Board can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2022 filed on March 31, 2023 (the “Form 10-K”) under the section entitled “Directors, Executive Officers and Corporate Governance—Management—Executive Officers and Directors Following the Spin-Off” which section is incorporated into this Item 5.02 by reference.

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Also, effective as of March 28, 2023 (unless otherwise noted below):

• Martin R. Benante, Ronald C. Lindsay, Ellen McClain and John S. Stroup were appointed as members of the audit committee of the Company Board (the “Audit Committee”) and, effective as of the consummation of the Spin-Off on April 3, 2023, Sanjay Kapoor was appointed as a member of the Audit Committee. Effective as of the consummation of the Spin-Off on April 3, 2023, the Audit Committee consists of Martin R. Benante, Ronald C. Lindsay, Ellen McClain, John S. Stroup and Sanjay Kapoor, with Martin R. Benante serving as the chair of the Audit Committee.

• Jennifer M. Pollino, Ellen McClain, Charles G. McClure, Jr., John S. Stroup and James L. L. Tullis were appointed as members of the management organization and compensation committee of the Company Board (the “Compensation Committee”). Effective as of March 28, 2023, the Compensation Committee consists of Jennifer M. Pollino, Ellen McClain, Charles G. McClure, Jr., John S. Stroup and James L. L. Tullis, with Jennifer M. Pollino serving as the chair of the Compensation Committee.

• Ronald C. Lindsay, Martin R. Benante, Charles G. McClure, Jr. and Jennifer M. Pollino were appointed as members of the nominating and governance committee of the Company Board (“Nominating Committee”). Effective as of March 28, 2023, the Nominating Committee consists of Ronald C. Lindsay, Martin R. Benante, Charles G. McClure, Jr. and Jennifer M. Pollino, with Ronald C. Lindsay serving as the chair of the Nominating Committee.

• Max H. Mitchell, James L. L. Tullis and Jennifer M. Pollino were appointed as members of the executive committee of the Company Board (the “Executive Committee”). Effective as of March 28, 2023, the Executive Committee consists of Max H. Mitchell, James L. L. Tullis and Jennifer M. Pollino, with James L. L. Tullis serving as the chair of the Executive Committee.

Each of the non-employee directors of the Company will receive compensation for their service as a director or committee member in accordance with plans and programs more fully described in the Information Statement under the heading “Director Compensation,” which is incorporated into this Item 5.02 by reference.

Each of the non-employee directors either has or will enter into an indemnification agreement with the Company, unless the director has a pre-existing indemnification agreement with Crane NXT that has been assigned to the Company, as described in the Employee Matters Agreement. A Form of Indemnification Agreement is attached as Exhibit 10.6 to the Company’s Registration Statement on Form 10, filed on December 15, 2022, as amended by Amendment No. 1 to the Registration Statement on Form 10, filed on January 24, 2023 (the “Form 10”) and is incorporated into this Item 5.02 by reference.

In addition, Mr. Tullis was party to a Time Sharing Agreement with Crane NXT, which has been assigned to the Company in connection with the Spin-Off, as described in the Employee Matters Agreement. The Time Sharing Agreement is attached as Exhibit 10.12 to the Form 10, which is incorporated into this Item 5.02 by reference.

There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.

Appointment of Certain Executive Officers

Effective as of the consummation of the Spin-Off, the following individuals are now serving as executive officers of the Company in the positions noted below:

Name	Position
Max H. Mitchell	President and Chief Executive Officer
Richard A. Maue	Executive Vice President, Chief Financial Officer and Principal Accounting Officer
Anthony M. D’Iorio	Executive Vice President, General Counsel and Secretary
Alejandro Alcala	Executive Vice President
Tami Polmanteer	Executive Vice President, Chief Human Resources Officer

Biographical information on each of the executive officers can be found in the Form 10-K under the section entitled “Directors, Executive Officers and Corporate Governance—Management—Executive Officers and Directors Following the Spin-Off” which is incorporated into this Item 5.02 by reference.

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The plans and programs in which the executive officers may participate at the Company are substantially similar to those plans and programs in which each was eligible to participate in at Crane NXT prior to the Spin-Off, as described in the Information Statement under the heading “Compensation Discussion and Analysis,” which is incorporated into this Item 5.02 by reference. In addition, prior to the Spin-Off, each of the executive officers was a party to an Employment/Severance Agreement with Crane NXT, and Mr. Mitchell was a party to a Time Sharing Agreement with Crane NXT, each of which has been assigned to the Company in connection with the Spin-Off, as described in the Employee Matters Agreement. In connection with the Spin-Off, Mr. Mitchell will enter into an indemnification agreement with the Company, and the other executive officers’ pre-existing indemnification agreements with Crane NXT have been assigned to the Company, in accordance with the Employee Matters Agreement. These agreements are described in the Information Statement under the heading “Compensation Discussion and Analysis—Going Forward Crane Company Compensation Arrangements,” and forms of the Employment/Severance Agreement and Indemnification Agreement are attached as Exhibits 10.5 and 10.6 to the Form 10, respectively, and the Time Sharing Agreement and Amendment thereto are attached as Exhibits 10.10 and 10.11 to the Form 10, respectively, each of which is incorporated into this Item 5.02 by reference.

Additionally, effective as of April 24, 2023, Richard A. Maue is expected to resign from his position as Principal Accounting Officer and is expected to serve as Executive Vice President and Chief Financial Officer of the Company and Marijane Papanikolaou is expected to serve as Vice President, Controller and Chief Accounting Officer, and be an executive officer, of the Company. Biographical information for Marijane Papanikolaou is provided below:

• Marijane Papanikolaou: Marijane Papanikolaou, 52 years old, is a highly experienced financial executive, with experience as a corporate controller as well as across financial reporting and tax. Ms. Papanikolaou will join the Company on April 24, 2023, from Pitney Bowes, a global shipping and mailing company that provides technology, logistics and financial services to help clients send parcels and mail, where she has spent eight years, including most recently serving as Vice President, Corporate Controller since 2018. In her role as Vice President, Corporate Controller at Pitney Bowes, Ms. Papanikolaou is responsible for the overall leadership for the corporate controllership functions, including financial close, internal and external reporting, internal controls and technical accounting issues. Ms. Papanikolaou also previously held senior reporting roles at GE, where she was responsible for the preparation of financial disclosure reports to the SEC, and Avon. Ms. Papanikolaou began her career at Coopers & Lybrand.

Pursuant to an offer letter entered into between the Company and Ms. Papanikolaou on March 11, 2023 (the “Offer Letter”), upon her commencement of employment, Ms. Papanikolaou will receive an annual base salary of $350,000, and a cash sign-on bonus of $150,000 (subject to repayment in specified circumstances). Beginning in 2023, Ms. Papanikolaou will be eligible to participate in the annual incentive plan applicable to executive officers of the Company. At target performance, Ms. Papanikolaou will receive a cash payout under the annual incentive plan equal to 50% of her annual base salary. Ms. Papanikolaou’s annual incentive plan payout will be capped at 200% of target payout (or such other level as determined by the Compensation Committee).

To replace the equity compensation that will be forfeited when Ms. Papanikolaou terminates employment with her prior employer to join the Company, subject to the approval of the Compensation Committee, Ms. Papanikolaou will receive restricted stock units having a grant date value of $150,000, with the restricted stock units vesting in four annual installments subject to Ms. Papanikolaou’s continued employment. Ms. Papanikolaou also will be eligible for future annual equity grants under incentive compensation programs applicable to the Company’s executive officers.

Ms. Papanikolaou will become a party to the Company’s standard Employment/Severance Agreement and Indemnification Agreement, and will be eligible to participate in benefit programs offered to the Company’s executive officers from time to time, including the Company’s Benefit Equalization Plan.

The foregoing is a discussion of certain terms of the Offer Letter and is qualified in its entirety by reference to the full text of the Offer Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for its quarter ending March 31, 2023.

There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of March 28, 2023, the certificate of incorporation of the Company was amended and restated (the “Amended and Restated Certificate of Incorporation”) and the by-laws of the Company were amended and restated (the “Amended and Restated By-Laws”). A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws can be found in the Information Statement under the section entitled “Description of Capital Stock,” which is incorporated into this Item 5.03 by reference.

The foregoing description of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated into this Item 5.03 by reference.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics. A copy of the Company’s Code of Business Conduct and Ethics is available under the Investors–Corporate Governance section of the Company’s website at www.craneco.com.

Item 8.01 Other Events.

Press Releases

On March 28, 2023, Crane NXT issued a press release announcing, among other things, the board of directors and executive leadership team of the Company following the Spin-Off (the “Company Leadership Press Release”). A copy of the Company Leadership Press Release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

On April 3, 2023, the Company issued a press release (the “Spin-Off Press Release”) announcing, among other things, the completion of the Spin-Off. A copy of the Spin-Off Press Release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.

Corporate Governance Guidelines and Standards for Director Independence

In connection with the Spin-Off, the Company Board adopted Corporate Governance Guidelines and Standards for Director Independence. A copy of the Company’s Corporate Governance Guidelines and Standards for Director Independence are available under the Investors–Corporate Governance section of the Company’s website at www.craneco.com.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Separation and Distribution Agreement, dated as of April 3, 2023, by and between Crane Holdings, Co. and Crane Company*
3.1	Amended and Restated Certificate of Incorporation of Crane Company, dated as of March 28, 2023
3.2	Amended and Restated By-laws of Crane Company, dated as of March 28, 2023
10.1	Transition Services Agreement, dated as of April 3, 2023, by and between Crane Holdings, Co. and Crane Company*
10.2	Tax Matters Agreement, dated as of April 3, 2023, by and between Crane Holdings, Co. and Crane Company
10.3	Employee Matters Agreement, dated as of April 3, 2023, by and between Crane Holdings, Co. and Crane Company*

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10.4	Intellectual Property Matters Agreement, dated as of April 3, 2023, by and between Crane Holdings, Co. and Crane Company*
99.1	Press Release of Crane NXT, dated March 28, 2023
99.2	Press Release of Crane Company, dated April 3, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRANE COMPANY
April 3, 2023
	By:	/s/ Anthony M. D’Iorio
	Name:	Anthony M. D’Iorio
	Title:	Executive Vice President, General Counsel and Secretary

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EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of April 3, 2023

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 1.1	Definitions	2
Section 1.2	References; Interpretation	20
Section 1.3	Effective Time	20
Section 1.4	Other Matters	20
ARTICLE II
THE SEPARATION
Section 2.1	General	20
Section 2.2	The Separation	21
Section 2.3	Settlement of Intergroup Indebtedness	22
Section 2.4	Bank Accounts; Cash Balances	22
Section 2.5	Limitation of Liability; Termination of Agreements.	23
Section 2.6	Delayed Transfer of Assets or Liabilities	24
Section 2.7	Transfer Documents	26
Section 2.8	Shared Contracts	27
Section 2.9	Further Assurances	27
Section 2.10	Novation of Liabilities; Consents	28
Section 2.11	Guarantees and Letters of Credit	29
Section 2.12	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	30
ARTICLE III
CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION
Section 3.1	Separation; Contribution	31
Section 3.2	Certificate of Incorporation; Bylaws	32
Section 3.3	Directors and Officers	32
Section 3.4	Resignations	32
Section 3.5	Ancillary Agreements	32
Section 3.6	Crane Company Financing Arrangements; Cash Transfer	32
ARTICLE IV
THE CONTRIBUTION AND DISTRIBUTION
Section 4.1	The Contribution and Distribution	33
Section 4.2	Actions in Connection with Distribution	33
Section 4.3	Sole Discretion of Crane Holdings	34
Section 4.4	Conditions	34

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ARTICLE V
ADDITIONAL COVENANTS
Section 5.1	[INTENTIONALLY OMITTED.]	36
Section 5.2	Auditors and Audits; Annual and Quarterly Financial Statements and Accounting	36
Section 5.3	Retention of Records	38
Section 5.4	No Restrictions on Corporate Opportunities	39
ARTICLE VI
SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES
Section 6.1	Release of Pre-Distribution Claims	40
Section 6.2	Indemnification by Crane NXT	42
Section 6.3	Indemnification by Crane Company	42
Section 6.4	Third-Party Claims	43
Section 6.5	Direct Claims	45
Section 6.6	Indemnification Payments	45
Section 6.7	Survival of Indemnities	45
Section 6.8	Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution	45
Section 6.9	Limitation of Liability; Mitigation	46
Section 6.10	Remedies Cumulative	46
Section 6.11	Consequential Damages	47
Section 6.12	Ancillary Agreements	47
ARTICLE VII
CONFIDENTIALITY; ACCESS TO INFORMATION
Section 7.1	Provision of Corporate Records	47
Section 7.2	Access to Information	48
Section 7.3	Witness Services	48
Section 7.4	Cooperation	49
Section 7.5	Confidentiality	49
Section 7.6	Privileged Matters	50
Section 7.7	Ownership of Information	52
Section 7.8	Other Agreements	52
Section 7.9	Compensation for Providing Information	52
ARTICLE VIII
DISPUTE RESOLUTION
Section 8.1	Negotiation	53

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Section 8.2	Mediation	53
Section 8.3	Arbitration	54
Section 8.4	Selection of Arbitrators	54
Section 8.5	Arbitration Procedures	55
Section 8.6	Discovery	55
Section 8.7	Confidentiality of Proceedings	55
Section 8.8	Pre-Hearing Procedure and Disposition	55
Section 8.9	Continuity of Service and Performance	56
Section 8.10	Awards	56
Section 8.11	Costs	56
Section 8.12	Adherence to Time Limits	56
ARTICLE IX
INSURANCE
Section 9.1	General Liability Policies	57
Section 9.2	Policies and Allocation of Related Rights and Obligations	57
Section 9.3	D&O “Tail” Insurance	57
Section 9.4	Third-Party Shared Policies	58
Section 9.5	Administration of Claims; Other Matters	58
Section 9.6	Agreement for Waiver of Conflict and Shared Defense	60
Section 9.7	Cooperation	60
Section 9.8	Miscellaneous	60
ARTICLE X
MISCELLANEOUS
Section 10.1	Complete Agreement	61
Section 10.2	Ancillary Agreements	61
Section 10.3	Counterparts	62
Section 10.4	Survival of Agreements	62
Section 10.5	Costs and Expenses; Payment	62
Section 10.6	Notices	62
Section 10.7	Waiver	63
Section 10.8	Modification or Amendment	63
Section 10.9	No Assignment; Binding Effect	63
Section 10.10	Termination	64
Section 10.11	Payment Terms	64
Section 10.12	No Circumvention	64
Section 10.13	Subsidiaries	64
Section 10.14	Third-Party Beneficiaries	64
Section 10.15	Titles and Headings	65
Section 10.16	Exhibits and Schedules	65
Section 10.17	Public Announcements	65
Section 10.18	Governing Law	65

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Section 10.19	Specific Performance	65
Section 10.20	WAIVER OF JURY TRIAL	66
Section 10.21	Severability	66
Section 10.22	Mutual Drafting	66
Section 10.23	Authorization	66
Section 10.24	No Duplication; No Double Recovery	66
Section 10.25	Tax Treatment of Payments	67
Section 10.26	Cooperation and General Knowledge Transfer	67
Section 10.27	No Reliance on Other Party	67

SCHEDULES

Schedule 1.1(9)	Assumed Debt
Schedule 1.1(26)(iii)	Specified Crane Company Contracts
Schedule 1.1(29)	Crane Company Financing Arrangements
Schedule 1.1(33)(viii)	Specified Crane Company Liabilities
Schedule 2.2(a)	Crane Holdings Transferred Entities

EXHIBITS

Exhibit A	Form of Employee Matters Agreement
Exhibit B	Form of Intellectual Property Matters Agreement
Exhibit C	Form of Tax Matters Agreement
Exhibit D	Form of Transition Services Agreement

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.,” prior to the Distribution (as defined below), and “Crane NXT, Co.,” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”).

RECITALS

WHEREAS, Crane Holdings, Co., acting through its direct and indirect Subsidiaries (as defined below), currently conducts a number of businesses, including the P&M Technologies Business (as defined below);

WHEREAS, the Board of Directors of Crane Holdings, Co. (the “Crane Holdings, Co. Board”) has determined that it is advisable and in the best interests of Crane Holdings, Co. and its stockholders to separate Crane Holdings, Co. into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which shall be continue to be owned and conducted, directly or indirectly, by Crane Holdings, Co. (which such entity will be renamed “Crane NXT, Co.” following the Distribution), and (ii) one comprising the Other Businesses (as defined below), which shall be owned and conducted, directly or indirectly, by Crane Company, all of the common stock of which is intended to be distributed to Crane Holdings, Co. stockholders;

WHEREAS, in furtherance of the foregoing, the Crane Holdings, Co. Board has determined that it is advisable and in the best interests of Crane Holdings, Co. and its stockholders: (i) for Crane Holdings, Co. and its Subsidiaries to be reorganized such that (A) Crane Holdings, Co. and/or one or more other members of the Crane NXT Group (as defined below) will own all of the Crane NXT Assets (as defined below) and assume (or retain) all of the Crane NXT Liabilities (as defined below), and (B) Crane Company and/or one or more other members of the Crane Company Group (as defined below) will own all of the Crane Company Assets (as defined below) and assume (or retain) all of the Crane Company Liabilities (as defined below) (the transactions described in clauses (A) and (B) being referred to herein as the “Separation”); and (ii) thereafter, on the Distribution Date (as defined below), for Crane Holdings, Co. to distribute to the holders of issued and outstanding shares of common stock, par value $1.00, of Crane Holdings, Co. (the “Crane Holdings, Co. Common Stock”) as of the Record Date (as defined below) on a pro rata basis all of the issued and outstanding shares of common stock, par value $1.00, of Crane Company (the “Crane Company Common Stock”) (the transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the “Distribution”);

WHEREAS, Crane Holdings, Co. and Crane Company have determined that it is necessary and desirable, at or prior to the Effective Time (as defined below), to allocate, transfer or assign the Crane Company Assets and Crane Company Liabilities to the Crane Company Group, and to allocate, transfer or assign the Crane NXT Assets and Crane NXT Liabilities to the Crane NXT Group;

WHEREAS, in connection with the Distribution, (i) Crane Company will enter into the Crane Company Financing Arrangements (as defined below), and (ii) following the Contribution, Crane Company shall distribute the Crane Company Special Cash Amount (as defined below) to Crane Holdings, Co. (the “Crane Company Special Cash Amount Distribution”);

WHEREAS, the Parties intend that the Distribution, together with the Contribution and certain other related transactions, will qualify as a “reorganization” within the meaning of section 368(a)(1)(D) of Internal Revenue Code of 1986, as amended (the “Code”), and that the Distribution will qualify as a distribution described in section 355 of the Code, and the Parties adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation sections 1.368-2(g) and 1.368-3(a); and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Separation and the relationship of Crane Company and Crane NXT, Co. and their respective Affiliates.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(1) “AAA” has the meaning assigned to such term in Section 8.2.

(2) “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group, including by reason of having common stockholders or one or more directors in common. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by Contract or otherwise.

(3) “Agent” means the distribution agent appointed by Crane Holdings, Co. to distribute to the stockholders of Crane Holdings, Co. all of the outstanding shares of Crane Company Common Stock pursuant to the Distribution.

(4) “Agreement” has the meaning assigned to such term in the Preamble hereto.

(5) “Agreement Dispute” has the meaning assigned to such term in Section 8.1(a).

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(6) “Amended Financial Reports” has the meaning assigned to such term in Section 5.2(b).

(7) “Ancillary Agreements” means all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into by the Parties or their Subsidiaries (but as to which no Third Party is a party) in connection with the Separation (including the Contribution), the Crane Company Special Cash Amount Distribution, the Distribution or the other transactions contemplated herein, including the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement and the Transition Services Agreement.

(8) “Assets” means, with respect to any Person, the assets, properties, interests, claims, rights, remedies and recourse (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of such Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of products, goods, materials, parts, raw materials and supplies;

(iv) all interests in real property of whatever nature, including easements, rights-of-way, leases, subleases, licenses or other occupancy agreements, whether as fee owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, licensor, lessee, sublessee, licensee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi) all Contracts and any rights or claims (whether accrued or contingent) arising under any Contracts;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals and materials and analyses prepared by consultants and other Third Parties;

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(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all claims, rights, remedies and recourse against any Person, whether sounding in tort, contract or otherwise, whether accrued or contingent;

(xiv) all claims, rights, remedies and recourse under insurance policies and all rights in the nature of insurance, indemnification, reimbursement and contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

(xvi) all cash and Cash Equivalents, bank accounts, brokerage accounts, lock boxes and other deposit arrangements; and

(xvii) all interest rate, currency, commodity and other swap, collar, cap and other hedging and similar Contracts and arrangements.

For the avoidance of doubt, the term “Assets” shall not include any Tax Asset, the allocation of which shall be governed exclusively by the Tax Matters Agreement.

(9) “Assumed Debt” means the obligations of Crane Holdings, Co. as set forth on Schedule 1.1(9) to be assumed by Crane Company.

(10) “Audited Party” has the meaning assigned to such term in Section 5.2(a)(ii).

(11) “Business” means the Other Businesses and/or the P&M Technologies Business, as the context requires.

(12) “Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York or Stamford, Connecticut.

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(13) “Business Entity” means any corporation, partnership, trust, limited liability company, joint venture or other incorporated or unincorporated organization or other entity of any kind or nature (including those formed, organized or otherwise existing under the Laws of jurisdictions outside the United States) other than a natural person.

(14) “Cash Equivalents” means checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Indebtedness issued or guaranteed by any Governmental Authority, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(15) “Claims Administration” means the administration of claims made under the Third-Party Shared Policies, including the reporting of claims to the unaffiliated, Third-Party insurance carriers that issued the Third-Party Shared Policies, management and defense of such claims, negotiating the resolution of such claims and providing for appropriate releases upon settlement of such claims.

(16) “Code” has the meaning assigned to such term in the Recitals hereto.

(17) “Confidential Information” means business, operations or other information, data or materials concerning a Party and/or its Affiliates which, prior to or following the Effective Time, has been disclosed by a Party or its Affiliates to, or otherwise has come into the possession of, the other Party or any of its Affiliates (collectively, the “Recipient”), including pursuant to the access provisions of Section 7.1 or Section 7.2 or any other provision of this Agreement or any Ancillary Agreement, in each case, whether in written, oral (including by recording), electronic or visual form (except to the extent that such information can be shown to have been (i) in the public domain (x) at the time of such disclosure or coming into possession or (y) after such time through no action or fault of the Recipient (but, for the avoidance of doubt, only after and to the extent that such information is in the public domain) or (ii) lawfully acquired from a Third Party by such Recipient; provided, however, that, in the case of clause (ii), to the Recipient’s knowledge, such Third Party did not provide such information in breach of any confidentiality, legal or fiduciary obligations).

(18) “Consents” means any consents, waivers, amendments, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from or approvals from, or notification requirements to, any Third Parties, including any Third Party to a Contract and any Governmental Authority.

(19) “Contract” means any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

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(20) “Contribution” means the transfer, by way of capital contribution, of certain Assets by Crane Holdings, Co. to Crane Company in connection with the Separation in accordance with the Internal Reorganization Step Plan.

(21) “Crane Company” has the meaning assigned to such term in the Preamble hereto.

(22) “Crane Company Accounts” has the meaning assigned to such term in Section 2.4(a).

(23) “Crane Company Assets” means only the following Assets (without duplication):

(i) the ownership interests (to the extent held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Crane Company Group;

(ii) all Crane Company Contracts, and any rights or claims (whether accrued or contingent) of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates arising thereunder;

(iii) all Assets owned, leased or held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in any of the Other Businesses, including inventory, accounts receivable, goodwill and all Assets reflected on the Crane Company Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Other Businesses subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of any of the foregoing Assets subsequent to the date of such balance sheet;

(iv) subject to Article IX, any and all rights of any member of the Crane Company Group under any Third-Party Shared Policies to the extent related to any of the Other Businesses;

(v) all Crane Company Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Crane Holdings, Co. or any member of the Crane NXT Group which may occur at or prior to the Effective Time; and

(vi) any collateral securing any Crane Company Liability immediately prior to the Effective Time.

Notwithstanding the foregoing, the Crane Company Assets shall in no event include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Assets to be retained by, transferred or assigned to any member of the Crane NXT Group, including Assets leased, owned or held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the P&M Technologies Business.

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(24) “Crane Company Balance Sheet” means the balance sheet of the Other Businesses, as of September 30, 2022, that is included in the Information Statement; provided, however, that, to the extent any Assets or Liabilities are Transferred by any Party or any member of its Group to Crane Company or any member of the Crane Company Group (or vice versa) in connection with the Separation (including the Contribution) and Internal Reorganization and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the Crane Company Balance Sheet, as the case may be.

(25) “Crane Company Common Stock” has the meaning assigned to such term in the Recitals hereto.

(26) “Crane Company Contracts” means the following Contracts to which any Party or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, and any rights or claims (whether accrued or contingent) of such Persons arising thereunder, except for any such Contract or part thereof that is expressly contemplated not to be transferred or assigned by any member of the Crane NXT Group to a member of the Crane Company Group pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract that relates primarily to any of the Other Businesses;

(ii) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by or Transferred to, any member of the Crane Company Group; and

(iii) the Contracts listed or described on Schedule 1.1(26)(iii).

(27) “Crane Company Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of any member of the Crane Company Group, in each case, on or after the Distribution Date by or on behalf of any member of the Crane Company Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(28) “Crane Company Employee” has the meaning assigned to such term in the Employee Matters Agreement.

(29) “Crane Company Financing Arrangements” means the financing arrangements described on Schedule 1.1(29).

(30) “Crane Company GL Policies” has the meaning assigned to such term in Section 9.1.

(31) “Crane Company Group” means, collectively (i) Crane Company and each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Company as of immediately prior to the Effective Time (but after giving effect to the Internal Reorganization and the Crane Company Special Cash Amount Distribution), and (ii) each Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane Company after the Effective Time.

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(32) “Crane Company Indemnified Parties” has the meaning assigned to such term in Section 6.2.

(33) “Crane Company Liabilities” means all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Crane Company Group pursuant to this Agreement or any Ancillary Agreement, including any Liabilities of any member of the Crane Company Group under this Agreement or any Ancillary Agreement;

(ii) any and all Liabilities of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates to the extent primarily relating to, arising out of or resulting from:

(A) the operation or conduct of any of the Other Businesses, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Holdings, Co., Crane NXT, Co., Crane Company or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to any of the Other Businesses);

(B) the operation or conduct of any business conducted by any member of the Crane Company Group at any time after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Company or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to any of the Other Businesses); or

(C) any Crane Company Assets (including, but not limited to, any Environmental Liabilities to the extent primarily relating to, arising out of or resulting from any Crane Company Assets), whether arising prior to, on or after the Effective Time;

(iii) any and all Liabilities (including under applicable federal and state securities Laws) primarily relating to, arising out of or resulting from any Crane Company Disclosure;

(iv) any and all Liabilities primarily relating to, arising out of or resulting from (A) the Crane Company Financing Arrangements or (B) any other Indebtedness of any member of the Crane Company Group and, in each case, any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof (whether incurred prior to, on or after the Effective Time);

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(v) for the avoidance of doubt, and without limiting any other matters that may constitute Crane Company Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to any of the Other Businesses or any Crane Company Asset (except to the extent relating to, arising out of or resulting from the P&M Technologies Business, the Crane NXT Assets or any other Crane NXT Liabilities);

(vi) all Liabilities reflected as Liabilities or obligations on the Crane Company Balance Sheet or on the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Crane Company Balance Sheet; it being understood that (A) the Crane Company Balance Sheet and the accounting records supporting such balance sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Crane Company Liabilities pursuant to this subclause (vi); and (B) the amounts set forth on the Crane Company Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Crane Company Liabilities pursuant to this subclause (vi);

(vii) any and all accounts payable primarily related to, arising out of or resulting from the Other Businesses; and

(viii) the Liabilities set forth on Schedule 1.1(33)(viii).

Notwithstanding the foregoing, the Crane Company Liabilities shall in no event include any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Crane NXT Group, or for which any member of the Crane NXT Group is liable pursuant to this Agreement or such Ancillary Agreement.

(34) “Crane Company Special Cash Amount” means $275,000,000, or such other amount as Crane Company and Crane Holdings, Co. may agree prior to the Distribution, which, for the avoidance of doubt, may be $0, but may not be less than zero.

(35) “Crane Company Special Cash Amount Distribution” has the meaning assigned to such term in the Recitals hereto.

(36) “Crane Holdings, Co.” or “Crane NXT, Co.” has the meaning assigned to such term in the Preamble hereto.

(37) “Crane Holdings, Co. Board” has the meaning assigned to such term in the Recitals hereto.

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(38) “Crane Holdings, Co. Common Stock” has the meaning assigned to such term in the Recitals hereto.

(39) “Crane Holdings LCs” has the meaning assigned to such term in Section 2.11(d).

(40) “Crane Holdings Transferred Entities” has the meaning assigned to such term in Section 2.2(a).

(41) “Crane NXT Accounts” has the meaning assigned to such term in Section 2.4(a).

(42) “Crane NXT Assets” means (without duplication):

(i) the ownership interests (to the extent held by Crane Holdings, Co., Crane Company or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Crane NXT Group;

(ii) all Contracts to which Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates is a party or by which it or its Affiliates or any of their respective Assets is bound and any rights or claims (whether accrued or contingent) of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates arising thereunder, in each case, other than the Crane Company Contracts;

(iii) subject to Article IX, any and all rights of any member of the Crane NXT Group under any Third-Party Shared Policies to the extent related to the P&M Technologies Business;

(iv) all Crane NXT Accounts, and, subject to the provisions of Section 2.4, all cash, Cash Equivalents and securities on deposit in such accounts immediately prior to the Effective Time;

(v) any collateral securing any Crane NXT Liability immediately prior to the Effective Time; and

(vi) any and all other Assets of the Parties or their respective Subsidiaries as of the Effective Time that are not Crane Company Assets.

(43) “Crane NXT, Co. Employee” has the meaning assigned to such term in the Employee Matters Agreement.

(44) “Crane NXT Disclosure” means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of any member of the Crane NXT Group, in each case, on or after the Distribution Date by or on behalf of any member of the Crane NXT Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(45) “Crane NXT GL Policies” has the meaning assigned to such term in Section 9.1.

(46) “Crane NXT Group” means, collectively, (i) Crane NXT, Co. and each Person that is a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. immediately following the Distribution (and after giving effect to the Internal Reorganization) and (ii) each other Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. after the Effective Time, in each case, other than the members of the Crane Company Group.

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(47) “Crane NXT Indemnified Parties” has the meaning assigned to such term in Section 6.3.

(48) “Crane NXT Liabilities” means all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Crane NXT Group pursuant to this Agreement or any Ancillary Agreement, including any Liabilities of any member of the Crane NXT Group under this Agreement or any Ancillary Agreement;

(ii) any and all Liabilities of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates, to the extent primarily relating to, arising out of or resulting from:

(A) the operation or conduct of the P&M Technologies Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person’s authority) with respect to the P&M Technologies Business);

(B) the operation or conduct of any business conducted by any member of the Crane NXT Group at any time after the Effective Time (including any Liability to the extent primarily relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Crane NXT, Co. or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person’s authority) with respect to the P&M Technologies Business); or

(C) any Crane NXT Assets (including, but not limited to, any Environmental Liabilities to the extent primarily relating to, arising out of or resulting from any Crane NXT Assets), whether arising prior to, on or after the Effective Time;

(iii) any and all Liabilities primarily relating to, arising out of or resulting from any discontinued or divested businesses or operations of Crane Holdings, Co. and its Subsidiaries (except (A) as otherwise assumed by the Crane Company Group pursuant to any Ancillary Agreement, or (B) Liabilities related to a Crane Company Asset);

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(iv) any and all Liabilities (including under applicable federal and state securities Laws) primarily relating to, arising out of or resulting from: (A) the Distribution Disclosure Documents; (B) any Pre-Separation Disclosure; and (C) any Crane NXT Disclosure;

(v) any and all Liabilities primarily relating to, arising out of or resulting from any Indebtedness of any member of the Crane NXT Group (whether incurred prior to, on or after the Effective Time), other than any Indebtedness primarily relating to the Crane Company Financing Arrangements, and any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof;

(vi) for the avoidance of doubt, and without limiting any other matters that may constitute Crane NXT Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the P&M Technologies Business or any Crane NXT Asset (except to the extent relating to, arising out of or resulting from any of the Other Businesses, the Crane Company Assets or any other Crane Company Liabilities);

(vii) any and all accounts payable primarily related to or arising out of the P&M Technologies Business; and

(viii) any and all other Liabilities of the Parties or their respective Subsidiaries as of the Effective Time that are not Crane Company Liabilities.

Notwithstanding the foregoing, the Crane NXT Liabilities shall in no event include any Liabilities (including Liabilities under Crane Company Contracts and Crane Company Liabilities) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Crane Company Group, including any Liabilities set forth on Schedule 1.1(33)(viii), or for which any member of the Crane Company Group is liable pursuant to this Agreement or such Ancillary Agreement.

(49) “Delaware Courts” has the meaning assigned to such term in Section 8.8.

(50) “Delayed Transfer Asset or Liability” has the meaning assigned to such term in Section 2.6(b).

(51) “Disclosing Party” has the meaning assigned to such term in Section 10.26.

(52) “Dispute Notice” has the meaning assigned to such term in Section 8.1(a).

(53) “Distribution” has the meaning assigned to such term in the Recitals hereto.

(54) “Distribution Date” means April 3, 2023, or such other date as may be determined by the Crane Holdings, Co. Board in its sole discretion as the date of the consummation of the Distribution.

(55) “Distribution Disclosure Documents” means the Registration Statement and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Crane Company’s employee benefit plans, in each case as filed or furnished by Crane Company with the SEC in connection with the Distribution.

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(56) “Effective Time” means the time at which the Distribution is effective on the Distribution Date.

(57) “Employee Matters Agreement” means the employee matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit A hereto.

(58) “Environmental Law” means all Laws, including all judicial and administrative orders and consent agreements or decrees, relating to pollution, the protection, restoration or remediation of, or prevention of harm to, the environment or natural resources, or the protection of human health and safety, including Laws relating to: (i) the exposure to, or presence, release or threatened release of, Hazardous Substances; (ii) the generation, manufacture, processing, distribution, use, treatment, containment, disposal, storage, release, transport or handling of Hazardous Substances; or (iii) recordkeeping, notification, disclosure and reporting requirements in respect of Hazardous Substances.

(59) “Environmental Liabilities” means any Liabilities relating to, arising out of or resulting from any Environmental Law or Contract relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including (i) fines, penalties, judgments, awards, settlements, losses, expenses and disbursements, (ii) costs of defense and other responses to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) and (iii) responsibility for any investigation, response, reporting, remediation, monitoring or cleanup costs, injunctive relief, natural resource damages and any other environmental compliance or remedial measures, in each case, whether known or unknown or foreseen or unforeseen.

(60) “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(61) “Final Determination” has the meaning set forth in the Tax Matters Agreement.

(62) “GL Policies” has the meaning assigned to such term in Section 9.1.

(63) “Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any releases, Consents or substitutions to be obtained from, any Governmental Authority.

(64) “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NYSE and any similar self-regulatory body under applicable securities Laws.

(65) “Group” means the Crane NXT Group and/or the Crane Company Group, as the context requires.

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(66) “Guaranty Release” has the meaning assigned to such term in Section 2.11(b).

(67) “Hazardous Substances” means any and all materials, wastes, chemicals or substances (or combination thereof) that are listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect, or for which liability can be imposed, under Environmental Law, including any petroleum, petroleum products, per- and polyfluoroalkyl substances (including PFAs, PFOA, PFOS, Gen X and PFBs), polychlorinated biphenyls (PCBs), asbestos and asbestos-containing materials, radon, mold, fungi and other substances, including related precursors and breakdown products.

(68) “Indebtedness” means, with respect to any Person, (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds or other instruments, (ii) obligations as lessee under financing leases, (iii) obligations secured by any Security Interest of any kind existing on any Asset owned or held by such Person, whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement or other hedging agreement, (v) accounts payable, (vi) reimbursement obligations with respect to surety and performance bonds or letters of credit and (vii) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) above.

(69) “Indemnifiable Loss” means any and all deficiencies, Liabilities, judgments, settlements, claims, payments, interest, costs and expenses (including reasonable costs and expenses of any and all Proceedings and assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder). For the avoidance of doubt, “Indemnifiable Loss” shall not include any Taxes, the liability and indemnification for which is governed by the Tax Matters Agreement.

(70) “Indemnified Party” or “Indemnified Parties” has the meaning assigned to such term in Section 6.3.

(71) “Indemnifying Party” means Crane Company, for any indemnification obligation arising under Section 6.3, and Crane NXT, Co., for any indemnification obligation arising under Section 6.2.

(72) “Indemnity Payment” has the meaning assigned to such term in Section 6.8(a).

(73) “Information” means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including confidential or non-public information (including non-public financial information), proprietary information, studies, reports, Records, accountants’ work papers, Contracts, instruments, surveys, discoveries, ideas, concepts, processes, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, methodologies, prototypes, samples, flow charts, data, computer data, information contained in disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys (including attorney work product), memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other technical, financial, legal, employee or business information or data.

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(74) “Information Statement” means the information statement of Crane Company, included as Exhibit 99.1 to the Registration Statement, to be made available to holders of Crane Holdings, Co. Common Stock in connection with the Distribution, including any amendments or supplements thereto.

(75) “Insurance Administration” means, with respect to each Third-Party Shared Policy: (i) the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of such Third-Party Shared Policy; (ii) the reporting to the relevant Third-Party insurer that issues such Third-Party Shared Policy of any losses or claims which may be covered by such Third-Party Shared Policy; and (iii) the distribution of Insurance Proceeds related to such Third-Party Shared Policy, subject to the terms of Article IX.

(76) “Insurance Proceeds” means those monies (i) received by an insured from an unaffiliated Third-Party insurer under any Third-Party Shared Policy or (ii) paid by such Third-Party insurer on behalf of an insured under any Third-Party Shared Policy, in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention or cost of reserve paid or held by or for the benefit of such insured, and any costs incurred in collecting such monies.

(77) “Insured Claim” means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third-Party Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility, exhaustion of limits or retrospectively rated premium adjustments.

(78) “Intellectual Property” means all intellectual property, industrial property and similar proprietary rights of every kind and description throughout the world, whether registered or unregistered, including such rights in and to United States and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names (and social media account names and handles) and uniform resource locators and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing; (ii) patents and patent applications (and any patents issued thereon), and any and all divisionals, continuations, continuations-in-part, reissues, reexaminations and extensions thereof, any counterparts claiming priority therefrom, utility models, certificates of invention, certificates of registration, design registrations or patents and similar rights; (iii) rights in inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) all copyrights and copyrightable subject matter (whether published or unpublished); (v) trade secrets (including trade secrets as defined in the Uniform Trade Secrets Act and under corresponding foreign Law), proprietary rights in Information and rights to limit the use or disclosure of any of the foregoing by any Person; (vi) rights in computer programs (whether in source code, object code or other form), algorithms, databases, application programming interfaces, compilations and data, technology supporting the foregoing and all

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documentation (including flowcharts and other logic and design diagrams), specifications, and user manuals and training materials related to any of the foregoing (collectively, “Software”); (vii) moral rights and rights of attribution and integrity; (viii) internet protocol addresses; (ix) rights of publicity and privacy and rights to personal information; (x) all rights in the foregoing and in other similar intangible assets; (xi) all applications and registrations for the foregoing; and (xii) all rights and remedies against past, present and future infringement, misappropriation or other violation thereof.

(79) “Intellectual Property Matters Agreement” means the intellectual property matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit B hereto.

(80) “Intergroup Indebtedness” means any receivables, payables, accounts, advances, loans, guarantees, commitments and indebtedness for borrowed funds between a member of the Crane NXT Group, on the one hand, and a member of the Crane Company Group, on the other hand, as of the Distribution; provided, however, that “Intergroup Indebtedness” shall not include (a) any Assumed Debt or (b) any accounts payable or contingent Liabilities arising pursuant to (i) any intercompany agreement that will survive the Separation and the Distribution, (ii) the Ancillary Agreements, (iii) any agreements with respect to continuing transactions between Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) and Crane Company and (iv) any other agreements entered into in the ordinary course of business at or following the Distribution.

(81) “Internal Control Audit and Management Assessments” has the meaning assigned to such term in Section 5.2(a)(i).

(82) “Internal Reorganization” means all of the transactions, other than the Distribution, described in the Internal Reorganization Step Plan.

(83) “Internal Reorganization Step Plan” means the step plan, dated as of March 28, 2023, as it may be amended by Crane Holdings, Co. from time to time prior to the Distribution.

(84) “Law” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

(85) “Liabilities” means all debts, liabilities, obligations, responsibilities, losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, reserved or unreserved, liquidated or unliquidated, foreseen or unforeseen, on or off balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising under or in connection with any Law (including any Environmental Law), or other pronouncements of Governmental Authorities constituting a Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any Contract or guarantee, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express covenant or warranty, strict liability, criminal or civil statute or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of Third-Party administrators and costs related thereto or to the investigation or defense thereof. For the avoidance of doubt, “Liabilities” shall not include Liabilities for Taxes, the allocation of which shall be governed exclusively by the Tax Matters Agreement.

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(86) “Liable Party” has the meaning assigned to such term in Section 2.10(b).

(87) “linked” has the meaning assigned to such term in Section 2.4(a).

(88) “Mediation Notice” has the meaning assigned to such term in Section 8.2.

(89) “NYSE” means the New York Stock Exchange, or a comparable public market.

(90) “Other Businesses” means (i) any and all businesses and operations of Crane Holdings, Co. or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) as conducted immediately prior to the Distribution (including the Aerospace & Electronics business, the Process Flow Technologies business and the Engineered Materials business), other than the P&M Technologies Business and (ii) the business and operations of Business Entities acquired or established by or for any member of the Crane Company Group after the Effective Time; provided that the Other Businesses shall not include any business or operations related to the P&M Technologies Business, which is being retained by Crane Holdings, Co.

(91) “Other Party’s Auditors” has the meaning assigned to such term in Section 5.2(a)(i).

(92) “P&M Technologies Business” means (i) the business, activities and operations of Crane Holdings, Co. or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) of the Payment & Merchandising Technologies segment (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Crane Holdings, Co. or Crane Company or any of their current or former Affiliates or divisions and (ii) the businesses and operations of Business Entities acquired or established by or for any member of the Crane NXT Group after the Effective Time.

(93) “Party” or “Parties” has the meaning assigned to such term in the Preamble hereto.

(94) “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

(95) “Pre-Separation Disclosure” mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) that Crane Holdings, Co., Crane Company or any of their respective Affiliates filed with or furnished to the SEC, any other Governmental Authority or holders of any securities of Crane Holdings, Co. or any of its Affiliates, in each case, prior to the Effective Time and in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

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(96) “Proceeding” means any claim, charge, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, subpoena, proceeding or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

(97) “Receiving Party” has the meaning assigned to such term in Section 10.26.

(98) “Recipient” has the meaning assigned to such term in Section 1.1(17).

(99) “Record Date” means March 23, 2023, or such other date as may be determined by the Crane Holdings, Co. Board in its sole discretion as the record date for the Distribution.

(100) “Records” means all books, records and other documents, books of account, stock records and ledgers, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals and sales and promotional literature, in all cases, in any form or medium.

(101) “Registration Statement” means the Registration Statement on Form 10 of Crane Company (which includes the Information Statement) relating to the registration under the Exchange Act of Crane Company Common Stock, including all amendments or supplements thereto.

(102) “Rules” has the meaning assigned to such term in Section 8.3.

(103) “SEC” means the United States Securities and Exchange Commission or any successor agency thereto.

(104) “Security Interest” means any mortgage, security interest, pledge (including a negative pledge), lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(105) “Separation” has the meaning assigned to such term in the Recitals hereto.

(106) “Shared Contract” means any Contract of any member of the Crane Company Group or Crane NXT Group that, as of the Effective Time, relates in any material respect to both the P&M Technologies Business, on the one hand, and any of the Other Businesses, on the other hand, in respect of rights or performance obligations for periods of time after the Effective Time.

(107) “Shared Contractual Liabilities” means Liabilities in respect of Shared Contracts.

(108) “Software” has the meaning assigned to such term in the definition of Intellectual Property.

(109) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

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(110) “Tax” or “Taxes” has the meaning assigned to such term in the Tax Matters Agreement.

(111) “Tax Contest” has the meaning assigned to such term in the Tax Matters Agreement.

(112) “Tax Matters Agreement” means the tax matters agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit C hereto.

(113) “Tax Return” has the meaning assigned to such term in the Tax Matters Agreement.

(114) “Taxing Authority” has the meaning set forth in the Tax Matters Agreement.

(115) “Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

(116) “Third-Party Claim” has the meaning assigned to such term in Section 6.4(a).

(117) “Third-Party Shared Policy” means all policies, excluding those identified in Sections 9.2 and 9.3, whether or not in force at the Effective Time, issued by unaffiliated Third-Party insurers to Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.), Crane Company or any of their respective Affiliates, which cover insured events, including any accident, illness, disease, occurrence or offense, taking place or insured claims made prior to the Effective Time and relating to the Other Businesses.

(118) “Tolling Period” has the meaning assigned to such term in Section 8.1(b).

(119) “Transfer” (including the term “Transferred”) has the meaning assigned to such term in Section 2.2(a).

(120) “Transfer Documents” means, collectively, the various Contracts and other documents entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement (including as contemplated by the Internal Reorganization and the Internal Reorganization Step Plan) or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement (other than the Ancillary Agreements), each of which shall be in such form and dated as of such date as Crane Holdings, Co. shall determine in its sole discretion.

(121) “Transition Services Agreement” means the transition services agreement by and between Crane Holdings, Co. and Crane Company, substantially in the form attached as Exhibit D hereto.

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Section 1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the board of directors of a Party may be taken by a committee of the board of directors of such Party if properly delegated by the board of directors of a Party to such committee. Unless the context otherwise requires:

(a) the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”;

(b) references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(c) the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(d) references in this Agreement to any time shall be to Stamford, Connecticut time unless otherwise expressly provided herein; and

(e) to the extent that the terms and conditions of any Schedule hereto conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.

Section 1.3 Effective Time. This Agreement shall be effective as of the Effective Time.

Section 1.4 Other Matters. As described in more detail in, but subject to the terms and conditions of, Section 10.1 and Section 10.2, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement and the Transition Services Agreement will govern Crane NXT, Co.’s and Crane Company’s respective rights, responsibilities and obligations after the Distribution with respect to the matters set forth in such Ancillary Agreements, except as expressly set forth in this Agreement or any other Ancillary Agreement.

ARTICLE II

THE SEPARATION

Section 2.1 General. Subject to the terms and conditions of this Agreement, including Section 4.2 through Section 4.4, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof. It is the intent of the Parties that, prior to consummation of the Distribution, Crane Holdings, Co., Crane Company and their respective Subsidiaries and minority investments shall be reorganized, to the extent necessary, such that, immediately following the consummation of such reorganization (including pursuant to the Internal Reorganization), subject to Section 2.6 and the

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provisions of any Ancillary Agreement, (i) all of Crane Holdings, Co.’s and its Affiliates’ right, title and interest in and to the Crane Company Assets will be owned or held by a member or members of the Crane Company Group, the Other Businesses will be conducted by the members of the Crane Company Group and the Crane Company Liabilities will be assumed, directly or indirectly (or retained), by a member of the Crane Company Group; and (ii) all of Crane Holdings, Co.’s and its Affiliates’ right, title and interest in and to the Crane NXT Assets will be owned or held by a member or members of the Crane NXT Group, the P&M Technologies Business will be conducted by the members of the Crane NXT Group and the Crane NXT Liabilities will be assumed, directly or indirectly (or retained), by a member of the Crane NXT Group. Further, it is the intent of the Parties that the direct assumption by Crane Company of Crane Company Liabilities is made in connection with the Separation, including the transfer of the Crane Company Assets to Crane Company.

Section 2.2 The Separation. At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

(a) Crane Holdings, Co. shall and hereby does, on behalf of itself and the other members of the Crane NXT Group, as applicable, contribute, assign, transfer, distribute, convey and deliver, or cause to be contributed, assigned, transferred, distributed, conveyed and delivered (“Transfer”), to Crane Company or another member of the Crane Company Group, and Crane Company or such member of the Crane Company Group shall and hereby does accept from Crane Holdings, Co. and the applicable members of the Crane NXT Group, all of Crane Holdings, Co.’s and the other members’ of the Crane NXT Group’s respective direct or indirect rights, title and interest in and to the Crane Company Assets, including the outstanding shares of capital stock or other equity interests in the entities listed on Schedule 2.2(a) (such entities, the “Crane Holdings Transferred Entities”) (it being understood that if any Crane Company Asset shall be held by a Subsidiary of a Crane Holdings Transferred Entity, such Crane Company Asset shall be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Crane Holdings Transferred Entity to Crane Company or another member of the Crane Company Group);

(b) Crane Company shall and hereby does, on behalf of itself and the other members of the Crane Company Group, as applicable, Transfer to Crane Holdings, Co. or another member of the Crane NXT Group, and Crane Holdings, Co. or such member of the Crane NXT Group shall and hereby does accept from Crane Company and the applicable members of the Crane Company Group, all of Crane Company’s and the other members’ of the Crane Company Group’s respective direct or indirect rights, title and interest in and to the Crane NXT Assets held by Crane Company or a member of the Crane Company Group; and

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(c) (i) Crane Holdings, Co. shall, or shall cause another member of the Crane NXT Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Crane NXT Liabilities and (ii) Crane Company shall, or shall cause another member of the Crane Company Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the Crane Company Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Crane NXT Group or the Crane Company Group, as the case may be, or any of their past or present respective directors, officers, employees or agents, (D) which entity is named in any Proceeding associated with any such Liability and (E) whether the facts on which such Liabilities are based occurred prior to, on or after the date hereof.

Section 2.3 Settlement of Intergroup Indebtedness. Each of Crane Holdings, Co. or any other member of the Crane NXT Group, on the one hand, and Crane Company or any other member of the Crane Company Group, on the other hand, will, repay, defease, capitalize, cancel, forgive, discharge, extinguish, assign, discontinue or otherwise cause to be satisfied, with respect to the applicable member of the other Group, as the case may be, all Intergroup Indebtedness owed by a member of the other Group on or prior to the Distribution, except as otherwise agreed to in good faith by the Parties in writing on or prior to the Distribution, it being understood and agreed by the Parties that the foregoing shall be subject to Section 2.11.

Section 2.4 Bank Accounts; Cash Balances.

(a) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Crane Holdings, Co. may determine), all actions necessary to amend all Contracts governing each bank and brokerage account owned by Crane Company or any other member of the Crane Company Group (the “Crane Company Accounts”) so that such Crane Company Accounts, if currently linked whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to (“linked”) to any bank or brokerage account owned by Crane Holdings, Co. or any other member of the Crane NXT Group (the “Crane NXT Accounts”), are de-linked from the Crane NXT Accounts. From and after the Effective Time, no Crane NXT, Co. Employee shall have any authority to access or control any Crane Company Account, except as may be provided for through the Transition Services Agreement.

(b) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Crane Holdings, Co. may determine), all actions necessary to amend all Contracts governing the Crane NXT Accounts so that such Crane NXT Accounts, if currently linked to a Crane Company Account, are de-linked from the Crane Company Accounts. From and after the Effective Time, no Crane Company Employee shall have any authority to access or control any Crane NXT Account, except as may be provided for through the Transition Services Agreement.

(c) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Crane Company Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Crane Company Group.

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(d) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management system pursuant to which the Crane NXT Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Crane NXT Group.

(e) With respect to any outstanding checks issued by Crane Holdings, Co., Crane Company or any of their respective Subsidiaries immediately prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning the account on which the check is drawn.

(f) As between the Parties and the members of their respective Groups, all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group) shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly upon receipt by such first Party of any such payment or reimbursement, such first Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

(g) All cash or Cash Equivalents held by any member of the Crane Company Group as of the Distribution shall be a Crane Company Asset and all cash or Cash Equivalents held by any member of the Crane NXT Group as of the Distribution shall be a Crane NXT Asset.

Section 2.5 Limitation of Liability; Termination of Agreements.

(a) Except as otherwise expressly provided in this Agreement, no Party or any member of such Party’s Group shall have any Liability to any other Party or any member of each other Party’s Group in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Except as provided in Section 2.3, Section 2.11 or as set forth in subsection (c) below, no Party or any member of such Party’s Group shall have any Liability to the other Party or any member of such other Party’s Group relating to, arising out of or resulting from any Contract or course of dealing, whether or not in writing, entered into or existing at or prior to the Effective Time, and each Party hereby terminates, and shall cause all members in its Group to terminate, any and all Contracts or course of dealings between it or any members in its Group, on the one hand, and the other Party or any members of its Group, on the other hand, effective as of immediately prior to the Effective Time, and any such Liability, whether or not in writing, is hereby irrevocably cancelled, released and waived effective as of the Effective Time. No such terminated Contract or course of dealing (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, any reasonably requested actions necessary to effect the foregoing.

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(c) The provisions of Section 2.5(b) shall not apply to any of the following Contracts or course of dealings (or to any of the provisions thereof):

(1) this Agreement, the Ancillary Agreements, the Transfer Documents and any Contract entered into in connection herewith or therewith or in order to consummate the transactions contemplated hereby or thereby;

(2) any Contracts or course of dealings to which any Third Party is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts, course of dealings or understandings constitute Crane NXT Assets, Crane Company Assets, Crane NXT Liabilities or Crane Company Liabilities, such Contracts, course of dealings or understandings shall be assigned or retained pursuant to this Article II); and

(3) any Contracts, commitments or understandings to which any non-wholly-owned Subsidiary of Crane Holdings, Co. or Crane Company is a party.

(d) If any Contract or course of dealing is terminated pursuant to Section 2.5(b) which is reasonably necessary for such affected Party to be able to continue to operate its businesses in substantially the same manner in which such businesses were operated prior to the Effective Time, then, at the request of such affected Party made within twelve (12) months following the Effective Time, the Parties shall negotiate in good faith to determine whether and to what extent (including the terms and conditions relating thereto), if any, notwithstanding such termination, such Contract or course of dealing should continue following the Effective Time; provided, however, that any Party may determine, in its sole discretion, not to re-instate or otherwise continue any such Contract or course of dealing.

Section 2.6 Delayed Transfer of Assets or Liabilities.

(a) To the extent that any Transfers or assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such Transfers or assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets (or the provision of use or benefit thereof) or the assumption of any Liabilities which by their terms or operation of Law cannot (or is not permitted to) be so Transferred or assumed (or for which such use or benefit cannot or is not permitted to be so provided); provided, however, that the Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and assumption of all Liabilities contemplated to be Transferred or assumed pursuant to this Article II.

(b) In the event that any such Transfer of Assets or assumption of Liabilities has not been consummated as of the Effective Time (any such Asset or Liability, a “Delayed Transfer Asset or Liability”), then, from and after the Effective Time, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended

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to assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party (or the relevant member of its Group) retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Delayed Transfer Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Delayed Transfer Asset or Liability is to be transferred or assumed in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member of the Crane NXT Group or the Crane Company Group, as the case may be, entitled to the receipt of such Asset or Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each applicable Party shall be deemed to have acquired complete and sole beneficial ownership over all of such Delayed Transfer Asset or Liability, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Delayed Transfer Asset or Liability pursuant to this Section 2.6, are obtained or satisfied, the Transfer or novation of the applicable Delayed Transfer Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement as promptly as practicable after the receipt of such Consents, Governmental Approvals and/or absence or satisfaction of conditions.

(d) The Party (or relevant member of its Group) retaining any Delayed Transfer Asset or Liability shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Delayed Transfer Asset or Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Delayed Transfer Asset or Liability, as the case may be.

(e) If either Party determines that it (or any member of its Group) owns any Asset that was allocated by the terms of this Agreement to be Transferred to the other Party at the Effective Time or that is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or an Asset that such other Party or Subsidiary was intended to have the right to continue to use, then the Party owning such Asset shall as applicable (i) Transfer any such Asset to the Party (or relevant member of its Group) identified as the appropriate transferee and following such Transfer, such Asset shall be a Crane Company Asset or Crane NXT Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to and consistent with this Agreement, including with respect to assumption of associated Liabilities. In connection with such Transfer, the receiving Party shall assume all Liabilities related to such Asset.

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(f) After the Effective Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party authorizes the other Party (or any member of its Group) to receive and open all mail, packages and other communications received by such Party (or any member of its Group) and not unambiguously intended for such first Party, any member of such first Party’s Group or any of their respective officers, directors, employees or other agents, and to the extent that they do not relate to the business of the receiving Party (or any member of its Group), the receiving Party shall promptly deliver such mail, telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 10.6. The provisions of this Section 2.6(f) are not intended to, and shall not, be deemed to constitute an authorization by any Party (or any member of its Group) to permit the other Party (or any member of its Group) to accept service of process on its (or its members’) behalf, and no Party (or any member of its Group) is or shall be deemed to be the agent of the other Party (or any member of its Group) for service of process purposes.

(g) For the avoidance of doubt, nothing in this Section 2.6 shall apply to Shared Contracts, which shall be governed by Section 2.8.

(h) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes any Delayed Transfer Asset or Liability inuring to its respective Business as an Asset owned by, and/or a Liability of, as applicable, the transferee of such Asset or Liability, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.7 Transfer Documents. In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.6, by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.

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Section 2.8 Shared Contracts.

(a) With respect to Shared Contractual Liabilities relating to, arising out of or resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, between the Parties as follows:

(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;

(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, each Party or Group shall be responsible for fifty percent (50%) of such Liability. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract.

(b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Crane NXT Group, on the one hand, or Crane Company or any member of the Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or Crane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party.

(c) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.9 Further Assurances.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, each of the Parties shall reasonably cooperate with each other and use (and will cause the relevant member of its Group to use) commercially reasonable efforts, prior to, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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(b) Without limiting the foregoing, each Party shall reasonably cooperate with the other Party, from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with any Governmental Authority, and to obtain all Consents and/or Governmental Approvals, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, Crane Holdings, Co. and Crane Company, in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each approve or ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Crane Holdings, Co. or Subsidiary of Crane Company, as applicable, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.10 Novation of Liabilities; Consents.

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign all obligations under Contracts or other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract or other obligation that does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Effective Time; provided, however, that the other Party shall not be obligated to extend, renew or otherwise cause such Contract or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify and defend the other Party and the members of such other Party’s Group against any and all Liabilities arising in connection therewith; provided, however, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any knowing violation of Law or fraud in connection

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therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such Contract shall otherwise become assignable or able to be novated, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Section 2.11 Guarantees and Letters of Credit.

(a) Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall (with the commercially reasonable cooperation of Crane Company and the other members of the Crane Company Group) use its commercially reasonable efforts, if so requested by Crane Company, to have any member of the Crane Company Group removed as guarantor of, or obligor for, any Crane NXT Liability to the extent that they relate to any Crane NXT Liability.

(b) Crane Company shall (with the commercially reasonable cooperation of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and the other members of the Crane NXT Group) use its commercially reasonable efforts, if so requested by Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), to have any member of the Crane NXT Group removed as guarantor of, or obligor for, any Crane Company Liability to the extent that they relate to any Crane Company Liability (each of the releases referred to in clauses (a) and (b) of this Section 2.11, a “Guaranty Release”).

(c) If Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or Crane Company is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and defend the guarantor or obligor for any Indemnifiable Loss relating to, arising out of or resulting from such guarantee or other obligation (in accordance with the provisions of Article VI) and shall, or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) each of Crane NXT, Co. and Crane Company shall not renew or extend the term of, increase its obligations under or transfer to a Third Party any loan, Contract or other obligation for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease, then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

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(d) Crane Holdings, Co. and Crane Company shall cooperate, and Crane Company shall use commercially reasonable efforts, to replace all letters of credit issued by Crane Holdings, Co. or other members of the Crane NXT Group on behalf of or in favor of any member of the Crane Company Group or the Other Businesses (the “Crane Holdings LCs”) as promptly as practicable with letters of credit from Crane Company or a member of the Crane Company Group as of the Effective Time. With respect to any Crane Holdings LCs that remain outstanding after the Effective Time, (i) Crane Company shall, and shall cause the applicable members of the Crane Company Group to, indemnify and defend the Crane NXT Indemnified Party for any Liabilities relating to, arising out of or resulting from such letters of credit, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Crane Holdings LCs in accordance with the terms thereof and (ii) without the prior written consent of Crane NXT, Co., Crane Company shall not, and shall not permit any member of the Crane Company Group to, enter into, renew or extend the term of, increase its obligations under or transfer to a Third Party any loan, guarantee, Contract or other obligation in connection with which Crane NXT, Co. or any member of the Crane NXT Group has issued any letters of credit which remain outstanding. Neither Crane NXT, Co. nor any member of the Crane NXT Group will have any obligation to renew any letters of credit issued on behalf of or in favor of any member of the Crane Company Group or the Other Businesses after the expiration of any such letter of credit.

Section 2.12 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

(a) EACH OF CRANE HOLDINGS, CO. (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR ANY TRANSFER DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, ANY TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, ASSIGNED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A

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QUITCLAIM) AND THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Crane Holdings, Co. (on behalf of itself and each member of the Crane NXT Group) and Crane Company (on behalf of itself and each member of the Crane Company Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.12(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Crane Holdings, Co. or any member of the Crane NXT Group, on the one hand, and Crane Company or any member of the Crane Company Group, on the other hand, are jointly or severally liable for any Crane NXT Liability or any Crane Company Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c) Crane Holdings, Co. hereby waives compliance by itself and each and every member of the Crane NXT Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Crane NXT Assets to Crane Holdings, Co. or any member of the Crane NXT Group.

(d) Crane Company hereby waives compliance by itself and each and every member of the Crane Company Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Crane Company Assets to Crane Company or any member of the Crane Company Group.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1 Separation; Contribution. The Parties agree to take, or cause the members of their respective Groups to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Separation and the Crane Company Special Cash Amount Distribution as set forth in Article II and Article IV.

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Section 3.2 Certificate of Incorporation; Bylaws. At or prior to the Effective Time, all necessary actions shall be taken to adopt the form of amended and restated certificate of incorporation and amended and restated bylaws filed by Crane Company with the SEC as exhibits to the Registration Statement.

Section 3.3 Directors and Officers. At or prior to the Effective Time, Crane Holdings, Co. shall take all necessary action to cause the directors and officers of Crane Company to consist of the individuals who are identified in the Registration Statement (including the Information Statement) at the Effective Time as being directors and officers, respectively, of Crane Company and such other officers of Crane Company as may be deemed advisable by the Crane Holdings, Co. Board in its sole discretion.

Section 3.4 Resignations.

(a) Subject to Section 3.4(b), at or prior to the Effective Time, (i) Crane Holdings, Co. shall cause all its employees and any employees of its Affiliates who will not become a Crane Company Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Crane Company Group in which they serve and (ii) Crane Company shall cause all Crane Company Employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Crane NXT Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5 Ancillary Agreements. At or prior to the Effective Time, Crane Holdings, Co. and Crane Company shall enter into, and, if applicable, shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

Section 3.6 Crane Company Financing Arrangements; Cash Transfer. As described in the Internal Reorganization Step Plan, on or prior to the Distribution Date, as applicable, (i) Crane Company shall enter into the Crane Company Financing Arrangements, on such terms and conditions as reasonably agreed to by Crane Holdings, Co. (including the minimum amount that shall be borrowed pursuant to the Crane Company Financing Arrangements on or prior to the Distribution Date and the interest rates for such borrowings), (ii) Crane Company shall effect the Crane Company Special Cash Amount Distribution and (iii) Crane Company shall assume the Assumed Debt. Crane Holdings, Co. and Crane Company shall each participate in the preparation of all materials and presentations as may be reasonably necessary or reasonably advisable to secure funding pursuant to the Crane Company Financing Arrangements, including rating agency presentations, lender presentations and confidential information memoranda.

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ARTICLE IV

THE CONTRIBUTION AND DISTRIBUTION

Section 4.1 The Contribution and Distribution. Subject to the satisfaction or waiver of the conditions, covenants and other terms set forth in this Agreement and the Ancillary Agreements, on or prior to the Distribution Date, in connection with the Separation and pursuant to the Internal Reorganization Step Plan, including the Transfer of the Crane Company Assets to Crane Company in the Separation and Contribution, Crane Company shall (i) issue to Crane Holdings, Co., as partial consideration for the Contribution, such number of shares of Crane Company Common Stock (or Crane Holdings, Co. and Crane Company shall take or cause to be taken such other appropriate actions to ensure that Crane Holdings, Co. has the requisite number of shares of Crane Company Common Stock) as may be requested by Crane Holdings, Co. after consultation with Crane Company in order to effect the Distribution, which shares as of the date of issuance shall represent (together with such shares previously held by Crane Holdings, Co.) all of the issued and outstanding shares of Crane Company Common Stock, (ii) enter into the Crane Company Financing Arrangements and (iii) following the consummation of the Crane Company Financing Arrangements, distribute, assign, transfer, convey and deliver the Crane Company Special Cash Amount, if any, to Crane Holdings, Co. pursuant to the Crane Company Special Cash Amount Distribution. Subject to the conditions and other terms in this Article IV, Crane Holdings, Co. will cause the Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Crane Company Common Stock to book-entry accounts for each holder of Crane Holdings, Co. Common Stock or designated transferee or transferees of such holder of Crane Holdings, Co. Common Stock. For stockholders of Crane Holdings, Co. who own Crane Holdings, Co. Common Stock through a broker or other nominee, their shares of Crane Company Common Stock will be credited to their respective accounts by such broker or nominee. No action by any holder of Crane Holdings, Co. Common Stock on the Record Date shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of Crane Company Common Stock such stockholder is entitled to in the Distribution.

Section 4.2 Actions in Connection with Distribution.

(a) Crane Company shall file such amendments and supplements to the Registration Statement as Crane Holdings, Co. may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. Crane Holdings, Co. shall cause the Information Statement included in the Registration Statement to be delivered to the holders of Crane Holdings, Co. Common Stock, at such time on or prior to the Distribution Date as Crane Holdings, Co. shall determine (or, alternatively, Crane Holdings, Co. shall make available the Registration Statement, including the Information Statement, to the holders of Crane Holdings, Co. Common Stock and cause to be mailed to the holders of Crane Holdings, Co. Common Stock a notice of internet availability of the Registration Statement and post such notice on its website, in each case in compliance with Rule 14a-16 promulgated by the SEC pursuant to the Exchange Act, as such rule may be amended from time to time), as well as any other information concerning Crane Company, the Other Businesses, operations and management, the Separation and such other matters as Crane Holdings, Co. shall reasonably determine are necessary and as may be required by Law.

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(b) Crane Company shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Crane Holdings, Co., Crane Company shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that Crane Holdings, Co. determines is necessary or desirable to effectuate the Distribution, and Crane Holdings, Co. and Crane Company shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c) Promptly after receiving a request from Crane Holdings, Co., to the extent not already approved, Crane Company shall prepare and file, and shall use commercially reasonable efforts to have approved, an application for the original listing on the NYSE of the Crane Company Common Stock to be distributed in the Distribution, subject to official notice of distribution. To the extent not already given, Crane Holdings, Co. shall give the NYSE notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(d) Nothing in this Section 4.2 shall be deemed, by itself, to create a Liability of Crane Holdings, Co. for any portion of the Registration Statement.

Section 4.3 Sole Discretion of Crane Holdings. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Crane Holdings, Co. shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Crane Holdings, Co. may, in accordance with Section 10.10, at any time prior to the Distribution Date and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. None of Crane Company, any other member of the Crane Company Group, any Crane Company Employee or any Third Party shall have any right or claim to require the consummation of the Separation or the Distribution, each of which shall be effected at the sole discretion of the Crane Holdings, Co. Board.

Section 4.4 Conditions.

(a) Subject to Section 4.3, the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Crane Holdings, Co. in its sole discretion):

(i) the Registration Statement shall have become effective under Section 12(d) of the Exchange Act, with no stop order suspending the effectiveness of the Registration Statement in effect, and no Proceedings for that purpose will be pending before, or threatened by, the SEC;

(ii) Crane Holdings, Co. shall have mailed the Information Statement (and such other information concerning Crane Company, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the holders of Crane Holdings, Co. Common Stock as of the Record Date or shall have caused to be mailed the notice of internet availability of the Information Statement to the holders of Crane Holdings, Co. Common Stock as of the Record Date as contemplated by Section 4.2(a);

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(iii) the Crane Company Common Stock to be delivered to the Crane Holdings, Co. stockholders in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;

(iv) Crane Holdings, Co. shall have obtained an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Crane Holdings, Co., in form and substance satisfactory to Crane Holdings, Co. (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify under sections 368(a)(1)(D) and 355 of the Code as a transaction that is generally tax-free for U.S. federal income tax purposes other than: (A) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to section 1502 of the Code; (B) any gain recognized pursuant to section 357(c); and (C) gain recognized by reason of the last sentence of section 361(b)(3);

(v) the Parties shall have taken all other actions and filings necessary or appropriate under the applicable securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution;

(vi) no order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation (including the Contribution), the Distribution or any of the related transactions contemplated herein;

(vii) the Internal Reorganization shall have been effectuated in accordance with the Internal Reorganization Step Plan in all material respects, including the execution of all such instruments, assignments, documents and other agreements necessary to effect the Internal Reorganization;

(viii) the Crane Holdings, Co. Board shall have declared the Distribution and finally approved all related transactions (and such declaration or approval shall not have been withdrawn);

(ix) no other events or developments shall exist or shall have occurred or failed to occur that, in the judgment of the Crane Holdings, Co. Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation (including the Contribution), the Distribution or the transactions contemplated by this Agreement;

(x) any material required Governmental Approvals necessary to consummate the Distribution and the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and be in full force and effect;

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(xi) the amended and restated certificate of incorporation and amended and restated bylaws of Crane Company shall have been adopted by Crane Company and forms of such amended and restated certificate of incorporation and amended and restated bylaws of Crane Company shall have been filed with the SEC as exhibits to the Registration Statement; and

(xii) each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto, and shall remain in full force and effect.

(b) The conditions set forth in this Section 4.4 are for the sole benefit of Crane Holdings, Co. and shall not give rise to or create any duty on the part of Crane Holdings, Co. or the Crane Holdings, Co. Board to waive or not waive any such condition. Any determination made by Crane Holdings, Co. prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4 shall be conclusive and binding on the Parties. The satisfaction of the conditions set forth in this Section 4.4 will not create any obligation on the part of Crane Holdings, Co. to any other Person to effect any of the Distribution, the Separation or the transactions contemplated by this Agreement or in any way limit Crane Holdings, Co.’s right to terminate this Agreement as set forth in Section 10.10.

ARTICLE V

ADDITIONAL COVENANTS

Section 5.1 [INTENTIONALLY OMITTED.]

Section 5.2 Auditors and Audits; Annual and Quarterly Financial Statements and Accounting.

(a) Each Party agrees that during the period ending on December 31, 2024, with respect to clause (i) and clause (ii) below (and with the consent of the other applicable Party, which consent shall not be unreasonably withheld, conditioned or delayed, during any period of time after December 31, 2024, reasonably requested by such requesting Party so long as there is a reasonable business purpose for such request) and, in any event, solely with respect to the preparation and audit of each Party’s financial statements for any of the years ended December 31, 2023, 2022 and 2021, the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting related to such financial statements and such Party’s management’s assessment thereof and each Party’s management’s assessment of such Party’s disclosure controls and procedures related to such financial statements:

(i) Annual Financial Statements. Each Party shall use its commercially reasonable efforts to provide to the other Party on a timely basis all information reasonably required to meet its schedule for the preparation, printing, filing and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, (a) its auditor’s audit report of

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its internal control over financial reporting and (b) management’s assessment thereof in accordance with section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each Party will use its commercially reasonable efforts to provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the other Party’s auditors (such other Party’s auditors, collectively, the “Other Party’s Auditors”) with respect to information to be included or contained in such other Party’s annual financial statements and to permit the Other Party’s Auditors and the other Party’s management to complete their respective auditor’s report on Internal Control Audit and Management Assessments, to the extent applicable to such Party.

(ii) Access to Personnel and Records. Each audited Party (each such Party with respect to its own audit, the “Audited Party”) shall authorize, and use its commercially reasonable efforts to cause, its auditors to make available to the Other Party’s Auditors both the personnel who performed or are performing the annual audits of such Audited Party and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall use its commercially reasonable efforts to make available to the Other Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Party’s Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

(b) Amended Financial Reports. In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation between (and inclusive of) January 1, 2018 and December 31, 2023, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the “Amended Financial Reports”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will use commercially reasonable efforts to cooperate with, and permit and make any necessary employees available to, the other Party and the Other Party’s Auditors, in connection with the other Party’s preparation of any Amended Financial Reports.

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(c) Financials; Outside Auditors. If any Party or member of its respective Group is required, pursuant to Rule 3-09 of Regulation S-X or otherwise, to include in its Exchange Act filings audited financial statements or other information of the other Party or member of the other Party’s Group, the other Party shall use its commercially reasonable efforts to (i) provide such audited financial statements or other information to the first Party and (ii) cause its outside auditors to consent to the inclusion of such audited financial statements or other information in the requesting Party’s Exchange Act filings.

(d) Third-Party Agreements. Nothing in this Section 5.2 shall require any Party to violate any Contract with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Party’s Auditors are subject to contractual, legal, professional and regulatory requirements with which such auditors are responsible for complying.

Section 5.3 Retention of Records. Except (a) as provided in any Ancillary Agreement, (b) when a longer retention period is otherwise required by applicable Law or (c) as agreed to in writing by the Parties, Crane NXT, Co. and Crane Company shall, and shall cause the other members of their respective Groups, to use commercially reasonable efforts to retain all Records relating to the P&M Technologies Business and the Other Businesses, as applicable, in accordance with their respective regular records retention policies and procedures, until the latest of: (i) the maximum amount of time required under each Party’s records retention policies and procedures, (ii) the date on which such Records are no longer required to be retained pursuant to any “litigation hold” issued by Crane NXT, Co. or any member of its Group prior to the Distribution and communicated to Crane Company in writing at least thirty (30) days prior to the Distribution, (iii) the concluding date of any period as may be required by any applicable Law, (iv) with respect to any pending or threatened Proceeding arising after the Distribution Date, to the extent that any member of a Group in possession of such Records has been notified in writing pursuant to a “litigation hold” by any Party of such pending or threatened Proceeding, the concluding date of any such “litigation hold” and (v) the concluding date of any period during which the destruction of such Records would reasonably be expected to interfere with a pending or threatened investigation by a Governmental Authority which is known to any member of the Group in possession of such Records at the time any retention obligation with regard to such Records would otherwise expire. Each Party shall, and shall cause the other members of its Group (and any of their respective then-Affiliates) to, use commercially reasonable efforts (at the requesting Party’s sole cost and expense) to preserve and not to destroy or dispose of such Records without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the requesting Party (and, for the avoidance of doubt, commercially reasonable efforts shall include issuing a “litigation hold”).

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Section 5.4 No Restrictions on Corporate Opportunities.

(a) In the event that Crane NXT, Co. or any other member of its Group, or any director or officer of Crane NXT, Co. or any other member of its Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Crane NXT, Co. or any other member of its Group and Crane Company or any other member of its Group, neither Crane NXT, Co. nor any other member of its Group, nor any director or officer of Crane NXT, Co. or any other member of its Group, shall have any duty to communicate or present such corporate opportunity to Crane Company or any other member of the Crane Company Group and shall not be liable to Crane Company or any other member of the Crane Company Group or to Crane Company’s stockholders for breach of any fiduciary duty as a stockholder of Crane Company or an officer or director thereof by reason of the fact that Crane NXT, Co. or any other member of its Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Crane Company or any other member of the Crane Company Group.

(b) In the event that Crane Company or any other member of the Crane Company Group, or any director or officer of Crane Company or any other member of the Crane Company Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Crane NXT, Co. or any other member of its Group and Crane Company or any other member of the Crane Company Group, neither Crane Company nor any other member of the Crane Company Group, nor any director or officer of Crane Company or any other member of the Crane Company Group, shall have any duty to communicate or present such corporate opportunity to Crane NXT, Co. or any other member of its Group and shall not be liable to Crane NXT, Co. or any other member of its Group or to Crane NXT, Co.’s stockholders for breach of any fiduciary duty as a stockholder of Crane NXT, Co. or an officer or director thereof by reason of the fact that Crane Company or any other member of the Crane Company Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Crane NXT, Co. or any other member of its Group.

(c) For the purposes of this Section 5.4, “corporate opportunities” of Crane Company or any other member of the Crane Company Group shall include business opportunities that are, by their nature, in a line of business of Crane Company or any other member of the Crane Company Group, including any of the Other Businesses, are of practical advantage to them and are ones in which Crane Company or any other member of the Crane Company Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Crane NXT, Co. or any other member of its Group or any of their officers or directors will be brought into conflict with that of Crane Company or any other member of the Crane Company Group, and “corporate opportunities” of Crane NXT, Co. or any other member of its Group shall include business opportunities that are, by their nature, in a line of business of Crane NXT, Co. or any other member of its Group, including the P&M Technologies Business, are of practical advantage to them and are ones in which Crane NXT, Co. or any other member of its Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Crane Company or any other member of the Crane Company Group or any of their officers or directors will be brought into conflict with that of Crane NXT, Co. or any other member of its Group.

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ARTICLE VI

SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES

Section 6.1 Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 6.1(c), (ii) as may otherwise be provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Crane NXT Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of (and conditioned upon the occurrence of) the Distribution, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) does hereby, for itself and each other member of the Crane NXT Group and their respective successors and assigns, and, to the extent Crane Holdings, Co. legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Crane Holdings, Co. or any other member of the Crane NXT Group (in each case, in their respective capacities as such), remise, release and forever discharge Crane Company and each member of the Crane Company Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) shall not, and shall not permit any other member of the Crane NXT Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Crane Company Group with respect to any Liabilities released pursuant to this Section 6.1(a).

(b) Except (i) as provided in Section 6.1(c), (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Crane Company Indemnified Party is entitled to indemnification pursuant to this Article VI, effective as of (and conditioned upon the occurrence of) the Distribution, Crane Company does hereby, for itself and each other member of the Crane Company Group and their respective successors and assigns, and, to the extent Crane Company legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Crane Company or any other member of the Crane Company Group (in each case, in their respective capacities as such), remise, release and forever discharge Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and each member of the Crane NXT Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Crane Company shall not, and shall not permit any other member of the Crane Company Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Crane NXT Group with respect to any Liabilities released pursuant to this Section 6.1(b).

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(c) Nothing contained in Sections 6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any arrangement that is not to terminate as of the Distribution. Nothing contained in Sections 6.1(a) or (b) shall release any Party from:

(i) any Liability provided in or resulting from any agreement among any member of the Crane NXT Group and any member of the Crane Company Group that is not to terminate as of the Distribution, or any other Liability that is not to terminate as of the Distribution;

(ii) any Liability provided in or resulting from any Contract that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the applicable Ancillary Agreement;

(iv) any Liability with respect to any Intergroup Indebtedness that survive the Effective Time;

(v) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member of any Group under, this Agreement or any Ancillary Agreement; or

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1; provided that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi).

In addition, nothing contained in Section 6.1(a) shall release any member of the Crane NXT Group from honoring its existing obligations to indemnify any director, officer or employee of Crane Company who was a director, officer or employee of Crane Holdings, Co. or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Proceeding with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying obligation giving rise to such Proceedings is a Crane Company Liability, Crane Company shall indemnify Crane NXT, Co. for such Liability (including Crane NXT, Co.’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI.

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(d) At any time, at the request of the Party, each Party shall cause each member of its respective Group to execute and deliver releases in form reasonably satisfactory to the other Party reflecting the provisions of this Section 6.1.

Section 6.2 Indemnification by Crane NXT. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, and subject to Section 6.12, from and after the Distribution, Crane NXT, Co. will indemnify, defend, hold harmless, release and discharge Crane Company and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Crane Company Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Crane Company Indemnified Parties relating to, arising out of or resulting from any of the following items, regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication), to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Crane NXT Group or any other Person to pay, perform or otherwise promptly discharge any Crane NXT Liability in accordance with its terms, whether arising prior to, on or after the Distribution;

(b) any Crane NXT Liability; and

(c) any breach by any member of the Crane NXT Group of this Agreement or, subject to Section 6.12 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.3 Indemnification by Crane Company. In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.12, from and after the Distribution, Crane Company shall indemnify, defend, hold harmless, release and discharge Crane NXT, Co. and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Crane NXT Indemnified Parties” and, together with the Crane Company Indemnified Parties, the “Indemnified Parties”), from and against any and all Indemnifiable Losses actually suffered or incurred by the Crane NXT Indemnified Parties relating to, arising out of or resulting from any of the following items, regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication), to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Crane Company Group or any other Person to pay, perform or otherwise promptly discharge any Crane Company Liability in accordance with its terms, whether arising prior to, on or after the Distribution;

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(b) any Crane Company Liability; and

(c) any breach by any member of the Crane Company Group of this Agreement or, subject to Section 6.12 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.4 Third-Party Claims.

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the Crane NXT Group or the Crane Company Group, as the case may be, of any claim, or of the commencement by any such Person of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the loss or Liability claimed or asserted by such third party for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 6.4(a) shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of such Third-Party Claim at its expense and through counsel of its choice who is reasonably acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim to the extent such Third-Party Claim (x) is a Proceeding by a Governmental Authority, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnified Party. In the event of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim, the Indemnified Party shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel reasonably acceptable to the Indemnifying Party as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party elects to undertake any such defense at its own expense, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. Similarly, if the Indemnified Party is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, pertinent Records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party.

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(c) If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.4(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, however, that the Indemnifying Party may at any time thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the reasonable cost and expense incurred by the Indemnified Party in defending such Third-Party Claim until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party).

(d) The Indemnified Party may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

(e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 6.4(b) or Section 6.4(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article VI shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement (A) completely and unconditionally releases the Indemnified Party in connection with such matter, (B) consists solely of monetary consideration borne by a Person other than the Indemnified Party and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law.

(f) In the event of Proceedings in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceedings as set forth in this Article VI.

(g) With respect to any Third-Party Claim that implicates both the Crane Company Group and the Crane NXT Group in a material fashion due to the allocation of Liabilities or potential impact on the operation of the P&M Technologies Business or Other Businesses, as applicable, responsibilities for management of defense, and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to separately but cooperatively manage such Third-Party Claims (in a manner that will preserve for the relevant members of the Crane Company Group and the Crane NXT Group the attorney-client privilege, joint defense or other privilege with respect thereto). The Parties shall, as appropriate, cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Third-Party Claims such that the appropriate member of each Party or Group is party thereto. The Parties shall reasonably cooperate and consult with each other, and to the extent permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any such Third-Party Claim. Notwithstanding anything to the contrary herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be shared equally by the Parties unless otherwise agreed by the Parties) or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any such Third-Party Claim; provided that the Parties shall bear their own discovery costs and shall share equally joint litigation costs. In any such Third-Party Claim, each Party may pursue separate defenses, claims, counterclaims or settlements to those claims relating to its respective Business; provided that each Party shall in good faith make reasonable commercial efforts to avoid adverse effects on the other Party.

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Section 6.5 Direct Claims. An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third-Party Claim, which shall be governed by Section 6.4) within thirty (30) days of such determination, stating the claimed or asserted amount of the Indemnifiable Loss and method of computation thereof, if known, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party or arises. Notwithstanding the foregoing, the failure of any Indemnified Party to provide notice as provided in this Section 6.5 shall not relieve the Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

Section 6.6 Indemnification Payments. Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred.

Section 6.7 Survival of Indemnities. The rights and obligations of each of Crane NXT, Co. and Crane Company and their respective Indemnified Parties under this Article VI shall survive (i) the sale or other transfer by any Group of any of its Assets or Businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 6.8 Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution.

(a) Insurance Proceeds and Other Amounts. The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnified Party shall be reduced by any Insurance Proceeds or any other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

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(b) Insurers and Other Third Parties Not Relieved. The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a “windfall” (e.g., a benefit they would not be entitled to receive in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article VI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Proceeding to collect or recover Insurance Proceeds, and an Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Contribution. If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnified Party in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.8(c), contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnified Party as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Crane Company and each other member of the Crane Company Group, on the one hand, and Crane NXT, Co. and each other member of the Crane NXT Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 6.9 Limitation of Liability; Mitigation.

(a) No Party may obtain duplicative indemnification or other recovery for Indemnifiable Losses and recoveries under one or more provisions of this Agreement or any Ancillary Agreement or under any other Contract.

(b) Each Indemnified Party shall use its respective commercially reasonable efforts to pursue all legal rights and remedies available to mitigate and minimize any Indemnifiable Losses in respect of which such Indemnified Party is entitled to recover from an Indemnifying Party pursuant to this Article VI promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Indemnifiable Losses.

Section 6.10 Remedies Cumulative. The remedies provided in this Article VI or elsewhere in this Agreement shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies provided for in this Agreement against any Indemnifying Party; provided, however, that the procedures set forth in this Article VI shall be the exclusive procedures governing any indemnity action brought under this Agreement.

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Section 6.11 Consequential Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD-PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN THIS ARTICLE VI, IN NO EVENT SHALL CRANE NXT, CO., CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, REPUTATIONAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 6.12 Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary (but subject to Section 6.9(a)), to the extent any Ancillary Agreement contains any specific, express indemnification obligation or contribution obligation relating to any Crane NXT Liability, Crane NXT Asset, Crane Company Liability or Crane Company Asset contributed, assumed, retained, transferred, delivered or conveyed pursuant to such Ancillary Agreement, or relating to any other specific matter, the indemnification obligations contained herein shall not apply to such Crane NXT Liability, Crane NXT Asset, Crane Company Liability or Crane Company Asset, or such other specific matter, and instead the indemnification and/or contribution obligations set forth in such Ancillary Agreement shall govern with regard to such Crane NXT Asset, Crane NXT Liability, Crane Company Asset or Crane Company Liability, or any such other specific matter.

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1 Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of Article VI will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

(a) After the Effective Time, upon the prior written request of Crane Company for specific and identified Information which relates to (i) any member of the Crane Company Group or the conduct of the Other Businesses (including Crane Company Assets and Crane Company Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Crane NXT, Co. shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Crane Company has a reasonable need for such originals) in the possession or control of Crane NXT, Co. or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Crane Company Group.

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(b) After the Effective Time, upon the prior written request of Crane NXT, Co. for specific and identified Information which relates to (i) any member of the Crane NXT Group or the conduct of the P&M Technologies Business (including Crane NXT Assets and Crane NXT Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Crane Company shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Crane NXT, Co. has a reasonable need for such originals) in the possession or control of Crane Company or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Crane NXT Group.

Section 7.2 Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of Article VI will govern) and without limiting the applicable provisions of Article VI, and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Effective Time, each of Crane NXT, Co. and Crane Company shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate notice and restrictions for classified, privileged or confidential Information and to the requirements of any applicable Law, to the personnel, properties and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and only for the duration such access is required, and relates to (a) such other Party or the conduct of its Business prior to the Effective Time or (b) any Ancillary Agreement; provided, however, that, in the event that a Party determines that any such access or the provision of any such Information (including Information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such Information request in a manner that avoids any such harm, violation or consequence. Each of Crane NXT, Co. and Crane Company shall require that their respective officers, directors, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other Information provided pursuant to Section 5.2 or this Article VII of their obligation to hold such Information confidential in accordance with the provisions of this Agreement.

Section 7.3 Witness Services. At all times from and after the Effective Time, each of Crane NXT, Co. and Crane Company shall use commercially reasonable efforts to make available to the other Party, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees, consultants and agents (taking into account the business demands of such individuals) as witnesses to the extent that (a) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Proceeding in which the requesting Party may from time to time be involved (except for claims, demands or Proceedings in which one or more members of one Group is adverse to one or more members of the other Group) and (b) there is no conflict in the Proceeding between the requesting Party and the other Party.

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Section 7.4 Cooperation. At all times from and after the Effective Time, except for any Proceeding (or any threatened Proceeding) in which one or more members of one Group is adverse to one or more members of the other Group, or in which there is otherwise a conflict between one or more members of one Group and one or more members of the other Group (each of which shall be governed by such discovery rules as may be applicable thereto), each of Crane NXT, Co. and Crane Company shall cooperate and consult in good faith as reasonably requested in writing by the other Party with respect to the prosecution or defense of any Proceeding (or any audit or any other legal requirement) in which the requesting Party may from time to time be involved, regardless of whether relating to events that took place prior to, on or after the date of the Distribution or whether relating to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby or otherwise. Notwithstanding the foregoing, this Section 7.4 does not require a Party to take any step that would materially interfere, or that it reasonably determines could materially interfere, with its Business. The requesting Party agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, incurred in connection with a request under this Section 7.4.

Section 7.5 Confidentiality.

(a) From and after the Effective Time until the date that is five (5) years after the Effective Time, the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, directors, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any ongoing or future commercial purpose, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party (and the members of its respective Group and its Business); provided, however, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have an actual need to know such Confidential Information for auditing and other non-commercial purposes and are informed of their obligation to hold such Confidential Information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or (iii) as necessary in order to permit a Party to prepare and disclose its financial statements or other required disclosures; provided, further, that each Party (and members of its Group, as necessary) may use, or may permit use of, Confidential Information of the other Party in connection with such first Party performing its obligations, or exercising its rights, under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, (x) each Party, as applicable, shall promptly notify the other Party of the existence of such request or demand and shall provide the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining and (y) in the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such portion of such Confidential Information.

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(b) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their respective obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that Crane NXT, Co. exercises and applies to its confidential and proprietary Information of a similar nature pursuant to Crane NXT, Co.’s policies and procedures in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in (and only to the extent reasonably necessary to) the operation of the Other Businesses (in the case of the Crane Company Group) or the P&M Technologies Business (in the case of the Crane NXT Group); provided, however, that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence in accordance with, and not disclosed in violation of, Section 7.5(a).

(c) Each Party acknowledges that it and the other members of its Group may have in their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Parties prior to the Effective Time. Such Party will hold, and will cause the other members of its Group and their respective representatives to hold, in strict confidence the confidential and proprietary Information of Third Parties to which they or any other member of their respective Groups has access, in accordance with the terms of any Contracts entered into prior to the Effective Time between one or more members of the such Party’s Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such Third Parties.

(d) Upon the written request of a Party, the other Party shall take commercially reasonable actions to promptly (i) deliver to such requesting Party all original Confidential Information (whether written or electronic) concerning such requesting Party and/or its Subsidiaries, and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom); provided, however, that the receiving Party may retain an archival copy of the Confidential Information to the extent necessary to comply with applicable Law or such Party’s retention or archival policies. Upon the written request of such requesting Party, the other Party shall cause one of its duly authorized officers to certify in writing to such requesting Party that the requirements of the preceding sentence have been satisfied in full.

Section 7.6 Privileged Matters.

(a) Pre-Distribution Services. The Parties recognize that legal and other professional services (including services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel) that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Crane NXT Group and the

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Crane Company Group, and that each of the members of the Crane NXT Group and the Crane Company Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law; provided, however, that members of the Crane Company Group shall not be deemed the client with respect to pre-Distribution services that relate solely to the P&M Technologies Business and members of the Crane Company Group may not assert privilege with respect to pre-Distribution services that relate solely to the P&M Technologies Business.

(b) Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Crane NXT, Co. or Crane Company or their successors or assigns, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:

(i) Crane NXT, Co. shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the P&M Technologies Business, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company. Crane NXT, Co. shall also own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Crane NXT Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Crane NXT, Co., whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns; and

(ii) Crane Company shall own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to any of the Other Businesses, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns. Crane Company shall also own and be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Crane Company Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Crane Company, whether or not the privileged information is in the possession of or under the control of Crane NXT, Co. or Crane Company or their successors or assigns.

(c) The Parties agree that they shall have a shared privilege, subject to the restrictions in this Section 7.6, with respect to all privileges not allocated pursuant to the terms of Section 7.6(a) or Section 7.6(b) and all privileges relating to any Proceedings or other matters which involve both Crane NXT, Co. and Crane Company (or one or more members of their respective Groups) in respect of which both Parties retain any responsibility or Liability under this Agreement.

(d) No Party may waive any privilege which may be asserted under any applicable Law or disclose to any Third Party any privileged communications that could be withheld under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

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(e) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate and shall endeavor to minimize any prejudice to the rights of the other Parties, and shall not unreasonably withhold consent to any request for waiver by another Party.

(f) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, consultants, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.6 or otherwise to prevent the production or disclosure of such privileged information.

(g) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Crane NXT, Co. and Crane Company, as set forth in Section 7.5 and this Section 7.6, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to Information being granted pursuant to Section 7.1 and Section 7.2 hereof, the agreement to provide witnesses and individuals pursuant to Section 7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by this Section 7.6, and the transfer of privileged information between and among the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.7 Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII or Section 5.2 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 7.8 Other Agreements. The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information, or privileged matter with respect thereto, set forth in any Ancillary Agreement.

Section 7.9 Compensation for Providing Information. A Party requesting Information pursuant to this Article VII agrees to reimburse the providing Party for the reasonable out-of-pocket expenses, if any, of gathering, copying and otherwise complying with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting any privilege thereunder or any other restrictions on the disclosure of such Information); provided, however, that each Party shall be responsible for its own attorneys’ fees and expenses incurred in connection therewith.

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ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 Negotiation.

(a) In the event of a controversy, dispute or claim arising out of, in connection with or in relation to the interpretation, performance, nonperformance, validity, negotiation. termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII) or otherwise arising out of, or in any way related to, this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (collectively, an “Agreement Dispute”), between the Parties, a Party must provide written notice to the other Party of such Agreement Dispute (“Dispute Notice”). Within thirty (30) days of receipt by a Party of a Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party’s representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute. The Parties agree to negotiate in good faith to resolve any noticed Agreement Dispute within thirty (30) days from the time of receipt of the response to the Dispute Notice, which thirty (30) day period may be extended by mutual written agreement of the Parties.

(b) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1, (i) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of a compliant Dispute Notice and ending upon the termination of the mediation period in accordance with Section 8.2 (the “Tolling Period”), and (ii) any statute of limitation, contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall be tolled during the Tolling Period following submission of a compliant Dispute Notice. All offers to compromise made in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute shall not be offered or received as evidence or used for impeachment or for any other purpose in any litigation or other proceeding, but shall be considered as to have been said, disclosed or produced for settlement purposes only.

Section 8.2 Mediation. In the event any Agreement Dispute is not resolved by the end of the good faith negotiation period pursuant to Section 8.1, the Party that delivered the Dispute Notice shall initiate non-binding mediation by providing written notice to the other Party (a “Mediation Notice”) within five (5) days following expiration of the deadlines set forth in Section 8.1. The applicable Agreement Dispute shall be submitted within five (5) days following

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such receipt of such Mediation Notice for non-binding mediation conducted in accordance with the then current American Arbitration Association (“AAA”) Mediation Procedure, except as modified herein. The mediation shall be held in Stamford, Connecticut. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Notice to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Notice, then a Party may request (on written notice to the other Party), that AAA appoint a mediator in accordance with the AAA Mediation Procedure. All mediation pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings or disclosed to any Third Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests.

Section 8.3 Arbitration. Any Agreement Dispute that has not been resolved for any reason within sixty (60) days of the appointment of a mediator in accordance with Section 8.2, or within ninety (90) days after receipt by a Party of a Mediation Notice (whichever occurs sooner), then the Tolling Period shall automatically cease and, at the request of any relevant Party, shall be referred exclusively to binding arbitration. All Agreement Disputes shall be exclusively and finally determined by arbitration (by an arbitral tribunal as provided for in Section 8.4) administered by the AAA and in accordance with its Commercial Arbitration Rules then currently in effect, except as modified herein (the “Rules”). The seat of the arbitration shall be Stamford, Connecticut.

Section 8.4 Selection of Arbitrators. There shall be (A) a sole arbitrator if the amounts in dispute, inclusive of all claims and counterclaims, total less than $10,000,000 (ten million) or (B) a panel of three arbitrators if the amounts in dispute, inclusive of all claims and counterclaims, total $10,000,000 (ten million) or more. The panel of three arbitrators shall be chosen as follows: each Party shall appoint an arbitrator within twenty (20) days of a Party’s receipt of a Party’s demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA in the manner provided in the Rules. If any appointed arbitrator declines, resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, the Party or arbitrators entitled to appoint such arbitrator shall promptly appoint a successor. In the event that an arbitrator is objected to, the AAA shall decide whether such objection is valid and whether the challenged arbitrator shall be removed. Any controversy concerning the jurisdiction of the arbitrators, whether the subject matter of an Agreement Dispute is suitable for resolution by arbitration, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators. If the arbitration shall be before a sole arbitrator, the sole arbitrator, who shall be independent, shall be appointed by agreement of the parties. If the parties cannot agree on a sole independent arbitrator, then upon written application by either party, the sole arbitrator shall be appointed pursuant to the Rules.

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Section 8.5 Arbitration Procedures. Any hearing to be conducted shall be held within 180 days following appointment of the arbitrators or as soon thereafter as practicable. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator(s) shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with the terms of this Article VIII and any award made in any arbitration proceedings pursuant hereto, and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction. The arbitration, and all prior, subsequent or concurrent judicial proceedings related thereto and permitted herein, shall be conducted pursuant to the Federal Arbitration Act, found at Title 9 of the U.S. Code.

Section 8.6 Discovery. Absent good cause shown in the sole discretion of the arbitrators, there shall be no more than three depositions per Party of no more than eight (8) hours each. Each Party will, upon the written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of a claim or defense or which are relevant to the issues raised in the Agreement Dispute. All discovery, if any, shall be completed within ninety (90) days following the appointment of the arbitrators or as soon thereafter as practicable in accordance with a schedule to be set by the arbitrators.

Section 8.7 Confidentiality of Proceedings. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration or any award by the arbitrators; provided, however, that such matters or awards may be disclosed (i) solely to the extent reasonably necessary in any proceeding brought to enforce this Agreement to arbitrate or any arbitral award or for entry of a judgment upon the award, (ii) to the extent otherwise required by Law or regulatory authority, (iii) to the extent that disclosure is required for insurance or auditing purposes and (iv) to the relevant Party’s agents, advisors, attorneys, accountants, counsel or consultants who need to know such information and who have been made aware of the confidential nature of such matters and awards and have agreed to be keep them confidential.

Section 8.8 Pre-Hearing Procedure and Disposition. (a) Nothing contained herein is intended to or shall be construed to prevent any Party, from applying to any court of competent jurisdiction, consistent with Section 10.19 hereof, for any pre-arbitral injunctive, pre-arbitral attachment or other similar equitable relief in aid of arbitration proceedings in connection with the subject matter of any Agreement Dispute, including to compel a party to arbitrate any Agreement Dispute, to prevent irreparable harm prior to the appointment of the arbitral tribunal or to require witnesses to comply with subpoenas issued by the arbitrator(s). In any such action, each of the Parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; provided that, if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such action may be brought exclusively in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”); (b) waives any objection, including based on forum non conveniens or otherwise, which it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Courts; and (c) waives and agrees not to plead, assert or claim that any such Delaware Court lacks jurisdiction over any Party hereto in any such action or proceeding. Each Party further agrees that any Party may make service on the other

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Party by delivering notice or a copy of the process by United States registered mail to such other Party’s address set forth in Section 10.6 shall be effective as to the contents of such notice or document. Nothing in this Section 8.8 however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. For the avoidance of doubt, nothing herein shall prevent a Party from seeking such pre-arbitral injunctive or equitable relief contemplated by this Section 8.8 prior to the conclusion of the periods for good faith negotiation and mediation set forth in this Article VIII or otherwise if necessary to prevent irreparable harm.

(b) Without prejudice to such equitable remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. The Parties agree to accept and honor any orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such interim order or remedy may be enforced, as necessary, in any court of competent jurisdiction.

Section 8.9 Continuity of Service and Performance. During the course of resolving an Agreement Dispute pursuant to the provisions of this Article VIII, the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not the subject of the Agreement Dispute in arbitration.

Section 8.10 Awards. The arbitrator(s) shall make an award and issue a reasoned opinion in writing setting forth the basis for such award within thirty (30) days following the close of the hearing on the merits, or a soon thereafter as practicable. The arbitrator(s) shall be entitled to award any remedy in such proceedings that is permitted under this Agreement and applicable Law, including monetary damages, specific performance and other forms of legal and equitable relief. The Parties hereby waive any claim to exemplary, punitive, multiple or similar damages in excess of compensatory damages, attorneys’ fees, costs and expenses of arbitration, except as may be expressly required by statute or as necessary to indemnify a Party for a Third-Party Claim and the arbitrator(s) are not empowered to and shall not award such damages. Any final award must provide that the party against whom an award is issued shall comply with the order within a specified period of time, not to exceed thirty (30) days.

Section 8.11 Costs. If any Party attempts, unsuccessfully, to prevent an Agreement Dispute from being arbitrated such Party shall reimburse the prevailing party for all costs incurred in compelling arbitration, including reasonable attorneys’ fees. Except as otherwise may be provided in any Ancillary Agreement, the costs of arbitration pursuant to this Article VIII, including reasonable attorneys’ fees, shall be borne by the non-prevailing Party as determined by the arbitrator(s).

Section 8.12 Adherence to Time Limits. In accepting appointment, each of the arbitrators shall commit that his or her schedule permits him or her to devote the reasonably necessary time and attention to the arbitration proceedings and to resolving the Agreement Dispute within the time periods set by this Agreement and by the Rules. Any time limits set out in this Article VIII or in the Rules may be modified upon written agreement of the Parties and the arbitrators or by order of the arbitrators for good cause shown. Any failure of the arbitrators to comply with such time limits or to render a final award within the time specified shall not impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings.

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ARTICLE IX

INSURANCE

Section 9.1 General Liability Policies. Each of Crane Company (on its own behalf and on behalf of each other member of the Crane Company Group) and Crane NXT, Co. (on its own behalf and on behalf of each other member of the Crane NXT Group) covenants and agrees that it will procure and maintain, at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based general liability insurance policies issued by insurers with an A.M. Best Company financial strength rating of “A-” or better (such policies maintained by Crane Company, the “Crane Company GL Policies”, and such policies maintained by Crane NXT, Co., the “Crane NXT GL Policies”, and collectively, the “GL Policies”). The GL Policies shall provide coverage that is appropriate for the risks insured and shall contain terms and conditions that are similar to the (i) Crane NXT, Co.’s primary, umbrella and excess general liability policies in place as of the Effective Time, in the case of the Crane Company GL Policies; and (ii) Crane Company’s primary, umbrella and excess general liability policies in place as of the Effective Time, in the case of the Crane NXT GL Policies.

Section 9.2 Policies and Allocation of Related Rights and Obligations. Crane Company acknowledges and agrees (on its own behalf and on behalf of each other member of the Crane Company Group) that (i) neither Crane Company nor any other member of the Crane Company Group has any rights to or under any insurance policy issued to Crane NXT, Co. after the Effective Time, except as expressly provided in this Article IX and (ii) nothing in this Article IX shall be deemed to constitute (or to reflect) an assignment of any rights to or under any Third-Party Shared Policy.

Section 9.3 D&O “Tail” Insurance. Crane Holdings, Co. agrees and covenants (on its own behalf and on behalf of each other member of the Crane NXT Group) that prior to the Effective Time it will purchase a six (6) year “tail” prepaid directors’ and officers’ liability and fiduciary liability insurance for the Crane NXT Group, the Crane Company Group and their respective current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance and fiduciary liability insurance currently maintained by Crane Holdings, Co., effective as of the Effective Time, providing, for a period of six (6) years after the Effective Time, coverage with commercially reasonable terms and limits. Crane NXT, Co. shall maintain such “tail” insurance in full force and effect, and continue to honor the obligations thereunder.

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Section 9.4 Third-Party Shared Policies.

(a) With respect to Third-Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Crane NXT, Co. will, or will cause the members of the Crane NXT Group that are insured thereunder and applicable insurance companies to (i) continue to provide Crane Company and any other member of the Crane Company Group with access to and coverage under the applicable Third-Party Shared Policies, and (ii) reasonably cooperate with Crane Company and take commercially reasonable actions as may be necessary or advisable to assist Crane Company in submitting such claims under the applicable Third-Party Shared Policies; provided, however, that Crane Company shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Crane NXT, Co., any member of the Crane NXT Group, nor the insurance company shall be required to maintain such Third-Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense or other sums with respect to such claim shall be available to Crane Company under such Third-Party Shared Policies.

(b) With respect to all Third-Party Shared Policies, Crane Company agrees and covenants (on behalf of itself and each other member of the Crane Company Group, and each other Affiliate of Crane Company) not to make any claim or assert any rights against Crane NXT, Co. and any other member of the Crane NXT Group, or the unaffiliated Third-Party insurers of such Third-Party Shared Policies, except as expressly provided under this Section 9.4.

Section 9.5 Administration of Claims; Other Matters.

(a) Administration. With respect to (1) all claims under any Crane NXT, Co. insurance policies existing prior to the Effective Time and relating to the Other Businesses; and (2) claims under any Third-Party Shared Policies, from and after the Effective Time, Crane Company or a member of the Crane Company Group shall be responsible for the Insurance Administration and Claims Administration of such claims; provided, however, that the retention of such administrative responsibilities by Crane Company or a member of the Crane Company Group is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Third-Party Shared Policies as contemplated by the terms of this Agreement; provided, further, that the retention of such administrative responsibilities by Crane Company or a member of the Crane Company Group shall not relieve the Person submitting any Insured Claim of the responsibility for reporting such Insured Claim accurately, completely and in a timely manner. At its discretion, and in accordance with the terms of the Third-Party Shared Policies, Crane Company may discharge its administrative responsibilities with respect to such Third-Party Shared Policies by contracting for the provision of administrative services to any unaffiliated Person, including, after the Effective Time, Crane NXT, Co. or any of its Affiliates. Crane Company will use its commercially reasonable efforts to notify the appropriate member of the Crane NXT Group of any such discharge. Crane NXT, Co. shall reimburse Crane Company for any costs incurred by Crane Company related to Insurance Administration and Claims Administration to the extent such costs (which include defense, out-of-pocket expenses and direct and indirect costs of employees or agents of Crane Company providing the administrative services) are (i) not covered or paid under the Third-Party Shared Policies, including as a result of any deductible or self-insured retention under the Third-Party Shared Policies, and (ii) related to Crane NXT Liabilities. Crane Company or any member

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of the Crane Company Group shall not settle any Insured Claim of Crane NXT, Co. or any member of Crane NXT Group under the Third-Party Shared Policies without first obtaining the written approval of Crane NXT, Co. or such member of Crane NXT Group. Such approval shall not be unreasonably withheld, conditioned or delayed.

(b) Access To Policy Limits.

(i) Where Crane Company Liabilities are specifically covered under a Third-Party Shared Policy for periods prior to the Effective Time, or where such Third-Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Crane Company may claim coverage for Insured Claims under such Third-Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third-Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.5(d)), subject to the terms of this Section 9.5.

(ii) Where Crane NXT Liabilities are specifically covered under a Third-Party Shared Policy for periods prior to the Effective Time, or where such Third-Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Crane NXT, Co. may claim coverage for Insured Claims under such Third-Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third-Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.5(d)), subject to the terms of this Section 9.5.

(c) Claims Not Reimbursed. Except as set forth in this Section 9.5, Crane NXT, Co. and Crane Company shall not be liable to one another (nor shall any member of the Crane NXT Group be liable to any member of the Crane Company Group) for claims, or portions of claims, not reimbursed by insurers under any Third-Party Shared Policy for any reason, including co-insurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), Third-Party Shared Policy limitations or restrictions, any coverage disputes, any failure to timely file a claim by Crane NXT, Co. or Crane Company (or any of the members of their respective Groups), or any defect in such claim or its processing. The liability of Crane NXT, Co. and Crane Company to one another for such claims is expressly limited to the amount of Insurance Proceeds received with respect to such claims and allocated to the respective Parties in accordance with Section 9.5(d) and Section 9.5(e). It is expressly understood that the foregoing provisions in this Section 9.5(c) shall not limit any Party’s liability to any other Party for indemnification pursuant to Article VI.

(d) Allocation of Insurance Proceeds. Insurance Proceeds received with respect to claims, costs and expenses under the Third-Party Shared Policies shall be paid to or on behalf of Crane NXT, Co. under the relevant Third-Party Shared Policy, and Crane NXT, Co. shall thereafter administer the Third-Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Crane NXT Liabilities, and by paying the Insurance Proceeds to Crane Company with respect to Crane Company Liabilities. In the event that the aggregate

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limits on any Third-Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third-Party Shared Policy without regard to the limits of such Third-Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party’s respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third-Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Crane NXT Indemnified Parties and the Crane Company Indemnified Parties, in respect of an Insured Claim to the extent coverage limits under a Third-Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided, however, that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

(e) Allocation of Self-Insured Retentions and Deductibles. In the event that the Parties or members of their respective Groups have bona fide claims under any Third-Party Shared Policy arising from the same occurrence and for which a self-insured retention or deductible, as applicable, is payable, the Parties agree that the aggregate amount of the self-insured retention or deductible, as applicable, paid shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Third-Party Shared Policy pursuant to Section 9.5(d), and any Party who has paid more than such allocable share of the self-insured retention or deductible, as applicable, shall be entitled to receive from the other Party an appropriate amount so that each Party has borne its allocable share of the self-insured retention or deductible, as applicable, pursuant hereto.

Section 9.6 Agreement for Waiver of Conflict and Shared Defense. In the event that Insured Claims of more than one of the Parties exist relating to the same events or related events, to the extent reasonably possible, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article IX shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by any Ancillary Agreement, by operation of Law or otherwise.

Section 9.7 Cooperation. The Parties agree to use (and cause the members in their respective Groups to use) their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Article IX, including with respect to the provision of notice and the pursuit of coverage under the Crane NXT GL Policies and the Crane Company GL Policies.

Section 9.8 Miscellaneous. Nothing in this Agreement shall be deemed to restrict Crane Company or Crane NXT, Co., or any members of their respective Groups, from acquiring at its own expense any insurance policy in respect of any Liabilities or covering any period. Except as otherwise provided in this Agreement, from and after the Effective Time, Crane Company and Crane NXT, Co. shall be responsible for obtaining and maintaining their respective insurance programs for their respective risk of loss and such insurance arrangements

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shall be separate programs apart from each other, and each of Crane Company and Crane NXT, Co. shall be responsible for all aspects of its own such insurance program. Notwithstanding Section 9.1, Crane Company acknowledges and agrees (on its own behalf and on behalf of each other member of the Crane Company Group) that Crane Holdings, Co. has provided to Crane Company prior to the Effective Time all information necessary for Crane Company or the appropriate member of the Crane Company Group to obtain such insurance policies and insurance programs as Crane Company or the appropriate member of the Crane Company Group, in its sole judgment and discretion, deems necessary to cover any and all risk of loss related to the Other Businesses.

ARTICLE X

MISCELLANEOUS

Section 10.1 Complete Agreement. This Agreement, including the Exhibits and Schedules attached hereto, and the Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control; provided, however, that in relation to (a) any matters concerning Taxes, the Tax Matters Agreement shall prevail over this Agreement and any other Ancillary Agreement, (b) any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement, (c) the provision of support and other services after the Effective Time by the Crane Company Group to the Crane NXT Group, and vice versa, the Transition Services Agreement shall prevail over this Agreement or any other Ancillary Agreement and (d) any matters governed by the Intellectual Property Matters Agreement, the Intellectual Property Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement. It is the intention of the Parties that the Transfer Documents shall be consistent with the terms of this Agreement and the other Ancillary Agreements. The Parties agree that the Transfer Documents are not intended and shall not be considered in any way to enhance, modify or decrease any of the rights or obligations of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), Crane Company or any member of their respective Groups from those contained in this Agreement and the other Ancillary Agreements.

Section 10.2 Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements (excluding the Transfer Documents).

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Section 10.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, except as otherwise expressly provided in Section 1.3, shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by email in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 10.4 Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5 Costs and Expenses; Payment.

(a) Except as expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall bear fifty percent (50%) of all direct and indirect costs and expenses of any member of the Crane Company Group or Crane NXT Group incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided that, except as otherwise expressly provided in this Agreement or any Ancillary Agreement, from and after the Distribution, each Party shall bear its own direct and indirect costs and expenses related to its performance of this Agreement or any Ancillary Agreement. Except as expressly provided in this Agreement or any Ancillary Agreement, any amount payable pursuant to this Agreement or any Ancillary Agreement by one party (or any member of such party’s Group) shall be paid within thirty (30) days after presentation of an invoice or a written demand by the party entitled to receive such payments. Such demand shall include documentation setting forth the basis for the amount payable.

(b) With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.9, the Parties agree that any and all fees, costs and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any Third-Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 5.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries and benefits of personnel).

Section 10.6 Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic email with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

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If to Crane Holdings, Co., prior to the Distribution, or Crane NXT, Co., after the Distribution:

Crane Holdings, Co. (prior to the Distribution) or Crane NXT, Co. (after the Distribution)

950 Winter Street – 4th Floor

Waltham, MA 02451

Attn: General Counsel

Email: paul.igoe@cranenxt.com

If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

Email: adiorio@craneco.com

Section 10.7 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.8 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 10.9 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (a) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (b) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

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Section 10.10 Termination. Notwithstanding anything to the contrary herein, this Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Crane Holdings, Co., without the approval of Crane Company or the stockholders of Crane Holdings, Co. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 10.11 Payment Terms. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within twenty (20) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

Section 10.12 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).

Section 10.13 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane Holdings, Co. and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 10.14 Third-Party Beneficiaries. Except (a) as provided in Article VI relating to Indemnified Parties and (b) as may specifically be provided in any Ancillary Agreement, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

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Section 10.15 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16 Exhibits and Schedules. The Exhibits and Schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any third party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities between the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

Section 10.17 Public Announcements. From and after the Effective Time, Crane NXT, Co. and Crane Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange (including the NYSE) or national securities quotation system or (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document or Pre-Separation Disclosure.

Section 10.18 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including, without limitation, Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 10.19 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration or court proceeding in accordance with Article VIII hereof without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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Section 10.20 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.20.

Section 10.21 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

Section 10.22 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 10.23 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 10.24 No Duplication; No Double Recovery. Nothing in this Agreement or in any Ancillary Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.1, Section 6.2 and Section 6.3).

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Section 10.25 Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to between the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement by: (i) Crane Company to Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) shall be treated for all Tax purposes as a distribution by Crane Company to Crane Holdings, Co. with respect to stock of Crane Company occurring immediately prior to the Distribution; or (ii) Crane Holdings, Co. (or, after the Effective Time, Crane NXT, Co.) to Crane Company shall be treated for all Tax purposes as a tax-free contribution by Crane Holdings, Co. to Crane Company with respect to its stock occurring immediately prior to the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 10.26 Cooperation and General Knowledge Transfer. Except as provided in any Ancillary Agreement, following the Effective Time, each Party shall use commercially reasonable efforts to provide (the “Disclosing Party”) the other Party (the “Receiving Party”) with reasonable access to its employees in order to assist the Receiving Party with general institutional knowledge transfer and to reasonably respond to questions. Except as otherwise provided for in any Ancillary Agreement (including the Transition Services Agreement), such access, cooperation and assistance will be provided as reasonably requested at no cost to the Receiving Party; provided, however, that if a Disclosing Party determines in its sole discretion that the Receiving Party’s requests are unreasonable and/or unduly burdensome, to the level of interfering with the Disclosing Party’s employees primary work duties, then the Disclosing Party may, by written notice, notify the Receiving Party that it intends to charge the Receiving Party for the Disclosing Party’s out-of-pocket expenses related to responding to the unreasonable and overly burdensome request. If the Parties are unable to mutually reach an agreement for the provision of such services to be charged and the amount to be so charged, then the Disclosing Party shall not be required to fulfill or respond to such request. This Section 10.26 is intended to apply to general knowledge regarding the operations and conduct of the P&M Technologies Business and the Other Businesses; provided, however, that, notwithstanding anything to the contrary contained in this Section 10.26, this Section 10.26 is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements and the provision of services to be provided pursuant to such services as covered by such Ancillary Agreement shall be controlled by such Ancillary Agreement.

Section 10.27 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and the Ancillary Agreements and their rights in connection with this Agreement and the Ancillary Agreements. Each Party hereto is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives

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or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[Signature page follows. The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

CRANE HOLDINGS, CO.
By:	/s/ Christina Cristiano
	Name:	Christina Cristiano
	Title:	Vice President, Controller and Chief Accounting Officer
CRANE COMPANY
By:	/s/ Richard A. Maue
	Name:	Richard A. Maue
	Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

[Signature Page to Separation and Distribution Agreement]

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CRANE COMPANY

March 28, 2023

Crane Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the Corporation is Crane Company.

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 15, 2022 (the “Original Certificate”).

3. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of Delaware.

4. The text of the Original Certificate is hereby amended and restated in its entirety to read as follows:

ARTICLE I

The name of the corporation (hereinafter called the “Corporation”) is Crane Company.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New Castle County. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose or purposes for which the Corporation is organized are to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware (as amended from time to time, the “DGCL”).

ARTICLE IV

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares of common stock, par value $1.00 per share (“Common Stock”), and Five Million (5,000,000) shares of preferred stock, par value $.01 per share (“Preferred Stock”).

The following is a description of each of the classes of stock of the Corporation and a statement of the powers, preferences, and rights of such stock, and the qualifications and restrictions thereof.

(a) At all meetings of the shareholders of the Corporation the holders of the Common Stock shall be entitled to one vote for each share of Common Stock held by them respectively.

(b) Shares of the Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors of the Corporation. Each series shall be distinctly designated. Except as otherwise provided in the resolution setting forth the designations and rights of the series of Preferred Stock, all shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends (if any) thereon shall be cumulative, if made cumulative. The relative preferences, participating, optional and other special rights of each such series, and limitations thereof, if any, may differ from those of any and all other series at any time outstanding. The Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular series of the Preferred Stock, the designation, preferences, and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, of such series, including, but without limiting the generality of the foregoing, the following:

(1) the distinctive designation of, and the number of shares of the Preferred Stock which shall constitute the series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors;

(2) the rate and times at which, and the terms and conditions upon which, dividends, if any, on shares of the series may be paid, the extent of preferences or relation, if any, of such dividends to the dividends payable on any other class or classes of stock of the corporation, or on any series of the Preferred Stock or of any other class or class of stock of the Corporation, and whether such dividends shall be cumulative, partially cumulative or non-cumulative;

(3) the right, if any, of the holders of shares of the series to convert the same into, or exchange the same for, shares of any other class or classes of stock of the Corporation, and the terms and conditions of such conversion or exchange;

(4) whether shares of the series shall be subject to redemption and the redemption price or prices and the time or times at which, and the terms and conditions upon which, shares of the series may be redeemed;

(5) the rights, if any, of the holders of shares of the series upon voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up of the Corporation;

(6) the terms of the sinking fund or redemption or purchase account, if any, to be provided for shares of the series; and

(7) the voting powers, if any, of the holders of shares of the series which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with other series of the Preferred Stock or all series of the Preferred Stock as a class, (1) to cast more or less than one vote per share on any or all matters voted upon by the shareholders, (2) to elect one or more directors of the Corporation in the event there shall have been a default in the payment of dividends on any one or more series of the Preferred Stock or under such other circumstances and upon such conditions as the Board of Directors may fix.

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(c) The relative preferences, rights and limitations of each series of Preferred Stock in relation to the preferences, rights and limitations of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in this Article IV, and the consent by class or series vote or otherwise, of the holders of the Preferred Stock of such of the series of the Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether the preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(d) Subject to the provisions of the preceding paragraph (c), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors shall determine and on such terms and for such consideration, not less than the par value thereof, as shall be fixed by the Board of Directors.

ARTICLE V

Board of Directors

Section 1. Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authority conferred upon the directors herein or by statute, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject nevertheless, to the provisions of the DGCL, this Certificate of Incorporation and the by-laws of the Corporation (the “By-laws”).

Section 2. Number. The Board of Directors shall consist of not less than three nor more than fifteen persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

Section 3. Election and Terms. The directors elected at each Annual Meeting of Stockholders shall hold office for a term expiring at the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.

Section 4. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, even if less than a quorum, and directors so chosen shall hold office for a term expiring at the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5. Removal. Any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the shares then entitled to vote at an election of directors, voting together as a single class.

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ARTICLE VI

Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE VII

By-law Amendments

The Board of Directors and the stockholders of the Corporation shall have concurrent power to adopt, amend or repeal the By-laws of the Corporation. The Board of Directors shall have the power to adopt, amend or repeal the By-laws of the Corporation by such vote as may be specified therein. The affirmative vote of the holders of a majority of the outstanding capital stock entitled to vote thereon pursuant to Article IV, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal the By-laws. No By-law hereafter adopted, amended or repealed by the stockholders of the Corporation shall invalidate any prior act of the directors that would have been valid if such By-laws had not been so adopted, amended or repealed.

ARTICLE VIII

No director or Officer (as defined below) of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability of (i) a director or Officer for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. This paragraph shall not eliminate or limit the liability of a director or Officer for any act or omission occurring prior to the effective date of its adoption. If the DGCL is hereafter amended to authorize the further limitation or elimination of the personal liability of directors or Officers, then the liability of a director or Officer, as applicable, shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time to time. Any amendment, repeal or elimination of this Article VIII, shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. All references in this Article VIII to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf as of the date first written above.

CRANE COMPANY
By:	/s/ Anthony M. D’Iorio
	Name: Anthony M. D’Iorio
	Title: Executive Vice President, General Counsel and Secretary

[Signature Page to the Amended and Restated Certificate of Incorporation of Crane Company]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF

CRANE COMPANY

March 28, 2023

ARTICLE I

DEFINITIONS, OFFICES

Section 1. Definitions. When used herein, “Corporation” shall mean this Corporation and “Board” shall mean the Board of Directors of the Corporation.

Section 2. Principal Office. The principal office of the Corporation shall be located in the City of Stamford, State of Connecticut.

Section 3. Other Offices. The Corporation may have and maintain such other business office or offices, either within or without the State of Connecticut, as the Board may from time to time determine.

Section 4. Registered Office. The registered office of the Corporation shall be at such address as the Board may from time to time determine.

ARTICLE II

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of stockholders of the Corporation for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board. Any other proper business may be transacted at the annual meeting of the stockholders.

Section 2. Special Meetings. Special meetings of stockholders for any purpose may be called at any time only by a majority of the entire Board or by the Chairman of the Board.

A call for a special meeting of stockholders shall be in writing, filed with the Secretary of the Corporation, and shall specify the place, if any, date and time of holding such meeting and the purpose or purposes for which it is called.

Section 3. Stockholder Action. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 4. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Connecticut, as shall be designated from time to time by the Board. The Board may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by Section 211 of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 5. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with Section 232 of the DGCL, and such notice shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Attendance of a person at a meeting of stockholders, in person or by proxy, constitutes a waiver of notice of the meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6. Record Dates. The Board may fix in advance a date, not more than sixty (60) nor fewer than ten (10) days prior to the date of any meeting of stockholders, nor more than sixty (60) days prior to the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be the stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 7. Voting Lists. The officer or agent having charge of the transfer book for shares of stock of the Corporation shall prepare, not later than the tenth (10^th) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of stock of the Corporation registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten (10) days ending on the day before the meeting date either on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The original share or stock ledger or transfer book or a duplicate thereof, shall be the only evidence as to who are the stockholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders.

Section 8. Quorum; Adjournment; Postponement. At any meeting of stockholders the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes unless a greater or lesser quorum shall be provided by law or by the Certificate of Incorporation and in such case the representation of the number so required shall constitute a quorum. The stockholders present in person or by proxy at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum.

Whether or not a quorum is present, the meeting may be adjourned from time to time by the chairman of such meeting or by the Board of Directors, without the need for approval thereof by stockholders to reconvene at the same or some other place. Notice need not be given of any such adjourned or postponed meeting (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) if the time and place, if any, thereof, and means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned or postponed meeting are (i) with respect to an adjourned meeting, (a) announced at the meeting at which the adjournment is taken, (b) displayed during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication, or (c) set forth in the notice of meeting given in accordance with Section 5 of this Article II, or (ii) with respect to a postponed meeting, are publicly announced. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting if held at the time specified in the notice thereof. If the adjournment or postponement is for more than thirty (30) days, notice of the adjourned or postponed meeting in accordance with the requirements of Section 5 hereof shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment or postponement, a new record date for stockholders entitled to vote is fixed for the adjourned or postponed meeting, the Board of Directors shall fix a new record date for notice of such adjourned or postponed meeting in accordance Section 6 of this Article II, and shall give notice of the adjourned or postponed meeting to each stockholder of record entitled to vote at such adjourned or postponed meeting as of the record date fixed for notice of such adjourned or postponed meeting.

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Section 9. Voting and Proxies. Each holder of common stock of the Corporation shall be entitled to one vote per share held of record upon each matter on which stockholders generally are entitled to vote. Such votes may be cast in person or by proxy as provided in this Section 9.

Except as provided in Section 3 of Article III of these By-laws, a nominee for director shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that the directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 12 of Article II of these By-laws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the fourteenth (14th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders.

All other action (unless a greater plurality is required by law or by the Certificate of Incorporation or by these By-laws) shall be authorized by a majority of the votes cast by the holders of shares of stock of the Corporation entitled to vote thereon, present in person or represented by proxy, and where a separate vote by class is required, by a majority of the votes cast by stockholders of such class, present in person or represented by proxy.

Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. The authorization of a person to act as proxy may be documented, signed and delivered in accordance with Section 116 of the DGCL, provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine the identity of the stockholder granting such authorization. Unless otherwise provided by law, all questions regarding the validity or sufficiency of a proxy shall be decided by the Secretary of the Corporation.

Section 10. Voting of Shares by Certain Holders.

(a) Shares of stock of the Corporation registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

(b) Shares of stock of the Corporation registered in the name of a deceased person may be voted by his administrator or his executor either in person or by proxy.

(c) Shares of stock of the Corporation registered in the name of a receiver may be voted by such receiver, and shares of stock of the Corporation held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed, and a certified copy of such order is filed with the Secretary of the Corporation before or at the time of the meeting.

(d) A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Shares of stock of the Corporation belonging to it shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time, but shares of stock of the Corporation held by it in a fiduciary capacity may be voted and shall be counted in determining the number of outstanding shares at any given time.

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Section 11. Inspectors. At each meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of voting whose duty it shall be to receive and count the ballots and make a written report showing the results of the balloting.

Section 12. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board at an annual meeting of stockholders or at any special meeting of stockholders called for the purpose of electing directors, may be made at such meeting (a) by or at the direction of the Board (or any duly authorized Committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual or special meeting of stockholders, (ii) who complies with the notice procedures set forth in this Section 12 and (iii) who complies with the requirements of Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary of the Corporation must be delivered to, or be mailed and received at, the principal executive offices of the Corporation (a) in the case of an annual meeting of stockholders, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than ninety (90) days prior to the date of the annual meeting of stockholders or, if later, the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting of stockholders was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual or special meeting of stockholders called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth the following information:

(a) as to each person whom the stockholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of such person; (ii) the principal occupation or employment of such person; (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether, and the extent to which, any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar

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arrangements and (D) whether, and the extent to which, any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iv) a written questionnaire completed by on behalf of such person with respect to the background, qualification and experience of such person (which questionnaire shall be provided by the Secretary of the Corporation upon written request); (v) such person’s written representation and agreement that such person (A) is not, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation in such representation and agreement, (B) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation which are generally applicable to non-employee directors and (vi) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and

(b) as to the stockholder giving the notice, as well as the beneficial owner and any other person, if any, on whose behalf the nomination is being made, (i) the name and address of such person; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by each such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of stock of the Corporation owned beneficially but not of record by each such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether, and the extent to which, any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of each such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements and (D) whether, and the extent to which, any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation and (C) any

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material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual or special meeting of stockholders to nominate the persons named in its notice and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must include all other information required by Rule 14a-19 under the Exchange Act and must be accompanied by a written consent of each proposed nominee to being named as a nominee in any proxy statement relating to the annual or special meeting of stockholders, as applicable, and to serve as a director, if elected.

The notice must be accompanied by (x) a signed and notarized statement of the stockholder giving the notice certifying that, to the best of such person’s knowledge, (1) all information contained in the notice is true and complete in all respects, (2) the notice complies with this Section 12 and (3) such stockholder or beneficial owner and any other person, if any, will continue to hold all shares of stock of the Corporation referenced in Section 12(b)(ii)(A) through and including the time of the annual meeting of stockholders (including any adjournment or postponement thereof); and (y) a signed and notarized certificate of each person whom the stockholder proposes to nominate for election as a director certifying that, to the best of such person’s knowledge, the information contained in the notice regarding such proposed nominee and any affiliate or associate of such person is true and complete.

A stockholder providing notice of any nomination proposed to be made at an annual or special meeting of stockholders shall also confirm at the time of the notice that such stockholder agrees to (x) provide on behalf of each proposed nominee any such other information as the Corporation may reasonably request, promptly following receipt of any such request, to determine the qualifications of any such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee, (y) further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual or special meeting of stockholders, and such update and supplement shall be delivered to, or be mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such annual or special meeting of stockholders and (z) provide evidence that the stockholder providing notice of any nomination has solicited proxies from holders representing at least sixty-seven percent (67%) of the voting power of the shares entitled to vote in the election of directors, and such update and supplement shall be delivered to or be mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the stockholder files a definitive proxy statement in connection with such annual or special meeting of stockholders.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 12. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures or that the solicitation in support of the nominees other than the Corporation’s nominees was not conducted in compliance with Rule 14a-19 under the Exchange Act, the chairman of the meeting shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 13. Nature of Business to be Transacted at Meetings of Stockholders. Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 12 of this Article) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement or amendment thereto) given by or at the direction of the Board (or any duly authorized Committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized Committee thereof), or (c) otherwise properly brought before the meeting by a stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting of stockholders and (ii) who complies with the notice procedures set forth in this Section 13.

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In addition to any other applicable requirements, for business to be properly brought before an annual meeting of stockholders by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary of the Corporation must be delivered to, or be mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than ninety (90) days prior to the date of the annual meeting of stockholders or, if later, the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting of stockholders was mailed or such public disclosure of the date of the annual meeting of stockholders was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting of stockholders, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary of the Corporation must set forth the following information:

(a) as to each matter such stockholder proposes to bring before the annual meeting of stockholders, a brief description of the business desired to be brought before the annual meeting of stockholders and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these By-laws, the text of the proposed amendment), and the reasons for conducting such business at the annual meeting of stockholders, and

(b) as to the stockholder giving the notice, as well as the beneficial owner and any other person, if any, on whose behalf the proposal is being made, (i) the name and address of such person; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of stock of the Corporation and copies of all agreements and other documents relating thereto; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting of stockholders to bring such business before the meeting and (v) any other information relating

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to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting of stockholders pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.

The notice must be accompanied by a signed and notarized statement of the stockholder giving the notice certifying that, to the best of such person’s knowledge, (1) all information contained in the notice is true and complete in all respects, (2) the notice complies with this Section 13 and (3) such stockholder or beneficial owner and any other person, if any, will continue to hold all shares referenced in Section 13(b)(ii)(A) through and including the time of the annual meeting of stockholders (including any adjournment or postponement thereof).

A stockholder providing notice of business proposed to be brought before an annual meeting of stockholders shall also confirm at the time of the notice that such stockholder agrees to further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 13 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting of stockholders and such update and supplement shall be delivered to, or be mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the annual meeting of stockholders.

No business shall be conducted at an annual meeting of stockholders except business brought before the annual meeting of stockholders in accordance with the procedures set forth in this Section 13; provided, however, that, once business has been properly brought before the annual meeting of stockholders in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of the meeting determines that business was not properly brought before the annual meeting of stockholders in accordance with the foregoing procedures, the chairman of the meeting shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 13 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

ARTICLE III

DIRECTORS

Section 1. Number. The business and affairs of the Corporation shall be managed under the direction of the Board which shall consist of not less than three nor more than fifteen (15) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the entire Board.

Section 2. Election. The directors elected at each annual meeting of stockholders shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.

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Section 3. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority vote of the directors then in office, even if less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Section 4. Removal. Any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the shares then entitled to vote at an election of directors, voting together as a single class.

Section 5. Regular Meetings. The regular annual meeting of the Board shall be held at such time and place as the Board may from time to time determine by resolution without other notice than as set forth in such resolution.

The regular monthly meetings of the Board shall be held at such time and place as the Board may from time to time determine by resolution.

The Board may by resolution change the times and places, either within or without the State of Connecticut, for the holding of such regular monthly meetings, and such times and places for the holding of other regular meetings without notice other than such resolution.

Section 6. Special Meetings. Special meetings of the Board may be held at any time on the call of the Chairman of the Board or at the request in writing or by electronic transmission of a majority of the directors. Special meetings of the Board may be held at such place, either within or without the State of Connecticut, as shall be specified or fixed in the call for such meeting or notice thereof.

Section 7. Notice of Special Meetings. Notice of each special meeting shall be deposited in the United States mail by or at the direction of the Secretary of the Corporation to each director addressed to him at his residence or usual place of business at least seventy-two (72) hours before the day on which the meeting is to be held, or shall be sent to him by electronic means, be delivered personally, or be given orally at least twenty-four (24) hours before the day on which the meeting is to be held, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If the Secretary of the Corporation shall fail or refuse to give any such notice, then notice may be given by the officer or any one of the directors making the call.

Notice may be waived in writing or by electronic transmission by any director, either before or after the meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all directors shall be present thereat, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, and any and all business may be transacted thereat.

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Section 8. Quorum. A majority of the members of the Board then in office, or of a Committee thereof, shall constitute a quorum for the transaction of business, except that the presence of the Chairman of the Board shall be necessary to constitute a quorum of the Executive Committee of the Board, and the vote of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board or of the Committee thereof, except for the amendment of the By-laws which shall require the vote of not less than a majority of the members of the Board then in office.

Section 9. Action without a Meeting. Action required or permitted to be taken pursuant to authorization voted at a meeting of the Board, or a Committee thereof, may be taken without a meeting if, before or after the action, all members of the Board or of the Committee consent thereto in writing or by electronic transmission and such consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. The writing or writings or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the Board or Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The consent shall have the same effect as a vote of the Board or Committee thereof for all purposes.

Section 10. The Chairman of the Board. A Chairman of the Board shall be elected by the Board from among its members for a prescribed term and may, or may not be, at the discretion of the Board, an employee or an officer of the Corporation. The Chairman of the Board shall perform such duties as shall be prescribed by the Board and, when present, shall preside at all meetings of the stockholders and the Board. In the absence or disability of the Chairman of the Board, the Board shall designate a member of the Board to serve as Chairman of the Board and such designated Board member shall have the powers to perform the duties of the office; provided, however, that if the Chairman of the Board shall so designate or shall be absent from a meeting of stockholders, the President shall preside at such meeting of stockholders.

Section 11. Organization. At all meetings of the Board the Chairman of the Board, or in his absence a member of the Board to be selected by the members present, shall preside as chairman of the meeting. The Secretary or an Assistant Secretary of the Corporation shall act as secretary of all meetings of the Board, except that in their absence the chairman of the meeting may designate any other person to act as secretary.

Section 12. Compensation. In the discretion of the Board, directors may be paid a fixed annual fee, in an amount to be determined by the Board, payable in convenient installments in cash or securities. In addition directors may be paid a fixed fee payable in cash or securities for attendance at meetings and reimbursed for expenses incurred in such attendance or otherwise in performance of duties as directors. Members of Committees may be paid compensation for service as Committee members. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. Presence at Meeting. A member of the Board or of a Committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and be heard by each other. Participation in this manner constitutes presence in person at the meeting.

Section 14. Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate two or more directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution or in these By-laws, shall have and exercise all of the authority of the Board in the management of the Corporation provided the Executive Committee shall not have the authority of the Board in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation involving the Corporation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation, recommending to the stockholders a dissolution of the Corporation or a revocation thereof, filling vacancies on the Board or on any Committee of the Board (including the Executive Committee),

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amending, altering or repealing any By-laws of the Corporation, electing or removing officers of the Corporation, fixing the compensation of any member of the Executive Committee or amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.

Section 15. Committees of the Board. The Board may designate one or more other Committees, each consisting of one or more directors of the Corporation as members and one or more directors as alternate members, with such power and authority as prescribed by the By-laws or as provided in a resolution adopted by a majority of the Board. Each Committee, and each member thereof, shall serve at the pleasure of the Board.

ARTICLE IV

OFFICERS

Section 1. Officers; Number. The officers of the Corporation shall be a President, one or more Executive Vice Presidents, Senior Vice Presidents and/or Vice Presidents, a Secretary, a Treasurer, a Controller, and such other subordinate corporate or divisional officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. The Board may designate a variation in the title of any officer. Any two or more offices may be held by the same person except the offices of President and Secretary. In its discretion, the Board may leave unfilled, for any such period as it may fix by resolution, any corporate office, except those of President, Secretary and Treasurer.

Section 2. Election, Term of Office and Qualifications. The officers of the Corporation shall be elected annually by the Board at the first meeting of the Board held after the annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as the same can conveniently be held. Each officer, except such officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article, shall hold his office until his successor shall have been duly elected and shall have qualified or until his death, resignation or removal.

Section 3. Subordinate Officers.

(a) Subordinate Corporate Officers. The Board may annually appoint one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant Controllers, Auditors or Assistant Auditors, and such other subordinate corporate officers and agents as the Board may determine, to hold office as subordinate corporate officers for such period and with such authority and to perform such duties as may be prescribed by these By-laws or as the Board may from time to time determine. The Board may, by resolution, empower the President to appoint any such subordinate corporate officers or agents to hold office for such period and to perform such duties as may be prescribed in said resolution.

(b) Divisional Officers. The Board or the President may from time to time appoint employees of the Corporation as divisional officers who shall have such operating and divisional responsibilities as may be designated by the President. Such divisional officers shall not be corporate officers and shall serve at the discretion of, under the direction of, and subject to removal by, the President.

Section 4. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board or to the Chairman of the Board or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5. Removal. Any of the officers designated in Section 1 of this Article may be removed at any time by the Board, by the vote of a majority of the total number of directors then in office. Any subordinate corporate officer appointed in accordance with Section 3 of this Article may be removed by the Board at any time by a majority vote of the directors present at any meeting of the Board at which a quorum is present, or by any superior officer upon whom such power of removal has been conferred by resolution of the Board. Any divisional officer appointed in accordance with Section 3 of this Article may be removed by the President at any time and at his sole discretion or by any superior officer upon whom the power of removal has been conferred by the President. The removal of any officer, subordinate officer or agent shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled for the unexpired portion of the term in the same manner in which an officer may be chosen to fill said office pursuant to Section 2 or Section 3 of this Article, as the case may be.

Section 7. Bonds. If the Board shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

Section 8. The President. The Board shall elect a President who shall be the Chief Executive Officer of the Corporation. He shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate any specific powers, except such as may be by law exclusively conferred upon the President, to any officer or officers of the Corporation. All papers, documents, deeds, and other instruments required to be executed by the Corporation shall be signed and executed for the Corporation by the President when directed by, and in the manner prescribed by, the Board. He shall have the general powers and duties of supervision and management which are typically vested in the Chief Executive Officer of a corporation.

Section 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.

(a) Executive Vice Presidents and Senior Vice Presidents shall have supervision over all such matters, other officers of the Corporation, including Vice Presidents, and in the case of Executive Vice Presidents, Senior Vice Presidents, and other employees as may be designated or assigned to them by the President, and shall perform such duties as the Board may designate or as may be assigned to them by the President. Whenever the term “Vice President” is used in any other Article of these By-laws, it shall be deemed to include Executive Vice Presidents and Senior Vice Presidents.

(b) The Vice Presidents shall perform such duties as the Board may designate or may be assigned to them by the President.

Section 10. Treasurer. The Treasurer shall:

(a) Subject to the supervision and direction of the Vice President—Finance, have the custody of all moneys, notes, bonds, securities and other evidences of indebtedness belonging to the Corporation, and shall keep full and accurate accounts of all moneys and securities received and of all moneys paid by him on account of the Corporation. He shall daily deposit all moneys, checks and drafts received to the credit and in the name of the Corporation, in such banks or other depositories as shall from time to time be authorized, approved or directed by the President, the Vice President—Finance, or the Board, and shall, on behalf of the Corporation, endorse for deposit or collection, checks, notes, drafts and other obligations, provided, however, that checks of the United States Government or of any state or

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municipal government, which may be received by any division of the Corporation, may be endorsed for deposit by the local manager of the division receiving the check, and provided further, however, that checks, warrants, drafts, notes and other negotiable instruments, which may be received by any division of the Corporation, may be endorsed by the local manager in the name of the Corporation for collection or deposit by or in the local bank authorized to carry the local accounts.

(b) Disburse the funds of the Corporation as may be ordered by the Board.

(c) Furnish to the Board, to the President and to such other officers as the Board may designate, at such times as may be required, an account of all his transactions as Treasurer.

(d) Perform such other duties pertaining to the business of the Corporation as shall be directed or required by the President, the Vice President—Finance, or the Board and, subject to the control of the Vice President—Finance, the Board and these By-laws, perform all acts incident to the office of the Treasurer.

(e) Give such bond of the faithful discharge of his duties as the Board may require.

The books and papers of the Treasurer shall at all times be open to the inspection of the President and each member of the Board.

Section 11. Secretary. The Secretary of the Corporation shall:

(a) Attend all meetings of the stockholders and of the Board, and keep the minutes of such meetings in one or more books provided for that purpose.

(b) Give, or cause to be given, all notices in accordance with the provisions of these By-laws, or as required by law.

(c) Have custody of the corporate records and of the seal of the Corporation and have authority to affix or impress the seal of the Corporation or a facsimile thereof on all certificates for shares of stock of the Corporation prior to the issue thereof, and all documents, the execution of which on behalf of the Corporation under its seal, is duly authorized.

(d) Sign with the President or a Vice President certificates for shares of stock of the Corporation, the issue of which shall have been authorized by resolution of the Board.

(e) See that the reports, statements, certificates and all other documents and records required by law are properly made, kept and filed.

(f) In general, perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board.

Section 12. Controller. The Controller shall:

(a) Maintain adequate records of all assets, liabilities and transactions of this Corporation; see that adequate audits thereof are currently and regularly made; and in conjunction with other officers and department heads initiate and enforce internal controls over financial reporting. His duties and powers shall extend to all subsidiary corporations and to all affiliated corporations.

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(b) Prepare and furnish such reports and financial statements covering results of operations of the Corporation as shall be required of him by the President or the Board. Prepare and furnish such reports and statements showing the financial condition of the Corporation as shall be required of him by the President or the Board, and have the primary responsibility for the preparation of financial reports to the stockholders.

(c) Perform such other duties pertaining to the business of the Corporation as shall be directed or required by the President or the Board and, subject to the control of the President, the Board and these By-laws, perform all acts incident to the office of the Controller.

The books, records and papers of the Controller shall at all times be open to the inspection of the President and each member of the Board.

Section 13. Assistant Treasurers. If one or more Assistant Treasurers shall be elected or appointed pursuant to the provisions of Section 3 of this Article, then in the absence or disability of the Treasurer, the Assistant Treasurers shall perform all the duties of the Treasurer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Any such Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Board or any superior officer.

Section 14. Assistant Secretaries. If one or more Assistant Secretaries shall be elected or appointed pursuant to the provisions of Section 3 of this Article, then in the absence or disability of the Secretary, the Assistant Secretaries shall perform the duties of the Secretary, and when so acting shall have all the powers of, and be subject to all the restrictions imposed upon, the Secretary. Any such Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Board or any superior officer.

Section 15. Compensation. The compensation of the officers shall be fixed from time to time by the Board; provided that the Board may authorize any officer or Committee to fix the compensation of officers and employees. No officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 1. Certificates of Stock. Shares of capital stock of the Corporation may be certificated or uncertificated, as provided under relevant provisions of the Delaware General Corporation Law and resolutions duly adopted by the Board. Any certificates representing shares of stock of the Corporation which may be issued shall be in such form as shall be approved by the Board and shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation.

Any or all of the signatures on a certificate may be facsimiles. The validity of any stock certificate of the Corporation signed and executed by or in the name of duly qualified officers of the Corporation shall not be affected by the subsequent death, resignation, or the ceasing for any other reason of any such officer to hold such office, whether before or after the date borne by or the actual delivery of such certificate.

The name of the person owning the shares of stock of the Corporation represented by certificates, with the number of such shares and the date of issue, shall be entered on the Corporation’s capital stock records.

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All certificates surrendered to the Corporation shall be cancelled, and no new certificates shall be issued nor shall a record be made regarding the issuance of uncertificated shares of stock of the Corporation until the former certificate for the same number of shares of stock of the Corporation shall have been surrendered and cancelled except in case of a lost or destroyed certificate.

The Corporation may treat the holder of record of any share or shares of stock of the Corporation, whether the shares are issued in certificated or uncertificated form, as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to interest in any such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law.

Section 2. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate for shares of stock of the Corporation, or record the issuance of uncertificated shares of stock of the Corporation, in place of a certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in form satisfactory to the Corporation sufficient to indemnify the Corporation, its transfer agents and registrars against any claim that may be made against them on account of the alleged lost or destroyed certificate or the issuance of such a new certificate or the recording of the issuance of uncertificated shares.

Section 3. Transfer of Shares. The Board, at its option, may appoint a transfer agent and registrar, or one or more transfer agents and one or more registrars, or either, for the shares of stock of the Corporation. Shares of stock of the Corporation shall be transferable in the manner prescribed by applicable law and these By-laws. Subject to any restrictions on transfer imposed at the time of issuance, as such restrictions may be modified by the Board or to comply with applicable law, uncertificated shares shall be transferable upon proper instructions from the holder or a duly authorized attorney, and certificated shares shall be transferable by the owner thereof in person or by a duly authorized attorney, upon surrender of the certificates therefor properly endorsed, in each case with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require. Any transfer effected in accordance with these By-laws shall be so reflected on the books of the Corporation.

Section 4. Regulations. The Board shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation or the issue, transfer and registration of any such shares in uncertificated form.

ARTICLE VI

EXECUTION OF INSTRUMENTS ON BEHALF OF THE CORPORATION

Section 1. Contracts. Except as herein provided, all contracts of the Corporation shall be signed in the name of the Corporation, by the President, a Vice President or the Treasurer, and, if required, sealed with the Corporate Seal and attested by the Secretary or an Assistant Secretary of the Corporation.

Bids and contracts for the purchase or sale of merchandise in the ordinary course of business of the Corporation or any of its divisions, together with bonds given to secure the performance thereof, shall be executed in the name of the Corporation or in an authorized divisional name by an officer authorized to sign contracts as above specified in this Section 1, or, if relating to the business of a division, by an Officer, Manager or Assistant Manager of such division.

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Section 2. Bills of Exchange, Promissory Notes, Bonds or Other Evidence of Indebtedness of the Corporation, Bonds of Indemnity, and Securities Received. All bills of exchange, promissory notes, bonds, or other evidences of indebtedness of the Corporation shall be signed in the name of the Corporation by the President, or a Vice President, and shall be countersigned by the Treasurer or by an Assistant Treasurer.

All forms of bonds of indemnity, the execution of which is required of the Corporation, shall be signed in the name of the Corporation by the President, a Vice President, the Treasurer or an Assistant Treasurer, and shall be countersigned by the Secretary or an Assistant Secretary of the Corporation.

Any securities received by the Corporation in settlement or for security for the payment of any indebtedness due the Corporation may be sold, assigned, transferred and delivered by the President, a Vice President or the Treasurer, and all instruments of conveyance, assignment or transfer thereof shall be executed in the name of the Corporation by such officers, attested by the Secretary or an Assistant Secretary of the Corporation, and the corporate seal attached.

Section 3. Checks and Accounts. All checks shall be signed by either the President, a Vice President, the Treasurer or an Assistant Treasurer, the Controller or Assistant Controller and also signed by either the Controller or an Assistant Controller, an Auditor or an Assistant Auditor, the Secretary or an Assistant Secretary of the Corporation, and no other person or persons shall be authorized to sign checks upon or against the funds of the Corporation except as hereinafter provided.

Checks drawn for the payment of dividends on shares of stock of the Corporation, and such other checks as may be designated in writing by the President, together with a Vice President or the Treasurer, may bear facsimile signatures, provided, however, that for the purpose of transfer ring funds between banks in which the Corporation has monies on deposit, the Treasurer or an Assistant Treasurer may direct or authorize the use of checks payable to a depository bank for credit of the Corporation, which checks shall have plainly printed upon their face “Depository Transfer Check” and shall require no signature other than the printed name of the Corporation.

The respective Officers, Managers or Assistant Managers, Credit Managers or Credit Supervisors of the Corporation’s Divisions, are authorized to file claims for and to collect on behalf of the Corporation any amounts due for merchandise sold or invoiced from such divisions, and in the name of the Corporation, or in an authorized divisional name, to give proper receipts, releases and waivers of mechanics’ and materialmen’s liens in connection therewith.

Section 4. Conveyances, Leases, Releases and Satisfaction of Judgment and Mortgages. All conveyances, leases and releases and satisfactions of judgment and mortgages shall be signed in the name of the Corporation by the President, a Vice President or the Treasurer, sealed with the corporate seal and attested by the Secretary or an Assistant Secretary of the Corporation.

Section 5. Other Instruments. All other instruments not hereinabove specifically designated shall be signed in the name of the Corporation by the President, a Vice President, or Treasurer, and, if required, sealed with the corporate seal and attested by the Secretary or an Assistant Secretary of the Corporation, provided, however, that notwithstanding the provisions contained in these By-laws, the Board may at any time direct the manner in which and the person by whom any particular instrument, contract or obligation, or any class of instruments, contracts or obligations of the Corporation may and shall be executed.

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Section 6. Miscellaneous. Whenever the Board directs the execution of an instrument, contract or obligation and does not specify the officer who shall execute the same, it shall be executed as hereinabove provided.

ARTICLE VII

CORPORATE SEAL

The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation and the words “Corporate Seal-2022-Delaware.” Said seal may be used by causing it or a facsimile or equivalent thereof to be impressed or affixed or reproduced, and shall be in the custody of the Secretary of the Corporation. If and when so directed by the Board, a duplicate of the seal may be kept and used by the Treasurer, or by any Assistant Treasurer or Assistant Secretary of the Corporation.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Dividends. Dividends upon the outstanding shares of stock of the Corporation may be paid from any source permitted by law. Dividends may be declared at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 9 of Article III of these By-laws) and may be paid in cash, in property or in the form of a capital stock dividend.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December each year, unless otherwise provided by resolution of the Board.

Section 3. Stock in other Corporations. Any shares of stock in any other corporation which may from time to time be held by the Corporation may be represented and voted at any meeting of stockholders of such corporation by the President of the Corporation or by any other person or persons thereunto authorized by the Board, or by any proxy designated by written instrument of appointment executed in the name of the Corporation either by the President, or a Vice President, and attested by the Secretary or an Assistant Secretary of the Corporation.

Shares of stock in any other corporation which shares are owned by the Corporation need not be held in its name, but may be held for its benefit in the individual name of the President or of any other nominee designated for the purpose by the Board. Certificates for shares so held for the benefit of the Corporation shall be endorsed in blank, or have proper stock powers attached so that said certificates are at all times in due form for transfer, and shall be held for safekeeping in such manner as the Board shall from time to time determine.

Section 4. Selection of Auditors. The directors shall select independent auditors to audit the books and records of the Corporation for the current fiscal year, subject to the approval of the stockholders at the annual meeting of stockholders. Should the auditors resign, be removed for good cause shown, or otherwise fail to serve during or with respect to said year, a majority of the directors shall select a substitute firm of auditors to serve with respect to said year.

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ARTICLE IX

INDEMNIFICATION

Section 1. Actions, Suits or Proceedings other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was or has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. The Corporation shall have the power to indemnify its other officers, employees and other agents as set forth in the DGCL or other applicable law.

Section 2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent not prohibited by applicable law, against costs, charges, expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges, and expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 1 and Section 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. Determination of Right to Indemnification. Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer of the Corporation, or a person who has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article, as the case may be. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation.

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Section 5. Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced in the event it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article. Such costs, charges and expenses (including attorneys’ fees) incurred by former directors and officers or by persons serving at the request of the Corporation as directors or officers of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 6. Procedure for Indemnification. Any indemnification under Section 1, Section 2 or Section 3 of this Article, or advance of costs, charges and expenses under Section 5 of this Article, shall be made promptly, and in any event within sixty (60) days, upon the written request of the director or officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director or officer in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within sixty (60) days. Such person’s costs, charges and expenses incurred in connection with successfully establishing right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 5 of this Article where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 1 or Section 2 of this Article, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article, nor the fact that there has been an actual determination by the Corporation (including its Board, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 7. Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation or these By-laws or any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification or to advancement of expenses arising under a provision of the Certificate of Incorporation or these By-laws shall not be eliminated or impaired by an amendment to or repeal or elimination of a provision of the Certificate of Incorporation or these By-laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred. The provisions of this Article shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article but whom the Corporation has the power or obligation to indemnify, under the provisions of the DGCL, or otherwise.

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Section 8. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation, or is or was serving or who has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the entire Board.

Section 9. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, any portion of this Article so invalidated shall be severable and such invalidity shall not by itself render any other portion of this Article invalid, and the Corporation shall nevertheless indemnify each director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

Section 10. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article to directors and officers of the Corporation.

ARTICLE X

FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including breach of any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL, the Certificate of Incorporation or these By-laws (each, as in effect from time to time) or (iv) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee of agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relieve and specific performance, to enforce the foregoing provisions. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth in this Article X with respect to any future actions or claims.

ARTICLE XI

AMENDMENTS

Except as otherwise required by law or the Certificate of Incorporation, these By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the stockholders or by the Board; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws be contained in the notice of a meeting of the stockholders or Board, as the case may be, called for the purpose of acting upon any proposed alteration, amendment, repeal or adoption of new By-laws. All such alterations, amendments, repeals or adoptions of new By-laws must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board then in office. Any amendment to these By-laws adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the Board.

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

RECITALS

WHEREAS, Crane Company and Crane NXT have entered into that certain Separation and Distribution Agreement, dated as of April 3, 2023 (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Crane Holdings, Co. (which will be renamed “Crane NXT, Co.” following the Distribution) is being separated into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which continues to be owned and conducted, directly or indirectly, by Crane NXT; and (ii) one comprising the Other Businesses, which is owned and conducted directly or indirectly by Crane Company, all of the common stock of which is being distributed to the Crane NXT stockholders; in each of the foregoing, all on the terms and conditions set forth in the Separation and Distribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, each of Crane Company and Crane NXT agreed to provide to the other Party certain services during a transition period commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS & INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the meanings set forth in the following Sections. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.

“Additional Services”	Section 2.1(d)	“Personnel”	Section 3.5(a)
“Agreement”	Preamble	“Project Manager”	Section 2.5(a)
“Crane Company”	Preamble	“Reference Period”	Section 2.1(d)
“Crane NXT”	Preamble	“Schedule” and “Schedules”	Section 2.1(a)
“Delaware Courts”	Section 8.15(b)	“Service” and “Services”	Section 2.1(a)
“Fees”	Section 3.2(a)	“Service Period”	Section 4.1
“Force Majeure Events”	Section 5.1	“Service Provider” and “Service Providers”	Section 2.1(a)
“Indemnified Parties”	Section 6.3(a)	“Service Recipient” and “Service Recipients”	Section 2.1(a)
“Indemnifying Party”	Section 6.3(a)	“Separation and Distribution Agreement”	Recitals
“Networks”	Section 3.5(a)	“Term”	Section 4.1
“Party” and “Parties”	Preamble

ARTICLE II

AGREEMENT TO PROVIDE AND ACCEPT SERVICES

Section 2.1 Provision of Services.

(a) On the terms and subject to the conditions contained in this Agreement and on the schedules hereto (each a “Schedule” and collectively, the “Schedules”), Crane Company or Crane NXT, as applicable, shall provide, or shall cause its Affiliates or Third Parties designated by it (such designated Affiliates and Third Parties, together with Crane Company or Crane NXT, as applicable, in its role as a service provider, referred to, each individually, as a “Service Provider” and, collectively, as the “Service Providers”) to provide to the Crane NXT Group or the Crane Company Group, as applicable (the members of each such group in their role as a service recipient referred to, each individually, as a “Service Recipient” and, collectively, as the “Service Recipients”) the services set forth on Schedule 1 as services to be provided by such Party (each a “Service” and collectively, the “Services”).

(b) Crane Company or Crane NXT, as applicable, in its role as Service Provider, shall make, in its sole discretion, any decisions as to which of the Service Providers (including the decisions to use Third Parties as designee Service Providers) shall provide each of the Services; provided, that Crane Company or Crane NXT, as applicable, in its role as Service Provider, shall remain liable for the acts and omissions of Services Providers designated by it in relation to provision of Services under, and compliance with, this Agreement.

(c) Each Service shall be provided in exchange for the consideration for the applicable Fee.

(d) If, within ninety (90) days following the Effective Time, a Service Recipient identifies a service that a Service Provider provided to it at any time during the twelve (12) month period prior to the Effective Time (the “Reference Period”), and such service (i) is not required to be provided to Service Recipient under Schedule 1 or any other Ancillary Agreements, and (ii) is reasonably required by the Service Recipient in order to continue to operate the P&M Technologies Business (with respect to Crane NXT as Service Recipient) or the Other Businesses (with respect to Crane Company as Service Recipient), in substantially the same manner in which the P&M Technologies Business or the Other Businesses, as applicable, were operated prior to the Effective Time, the Service Recipient may request that the Service Provider provide, or cause to be provided, such requested services (such additional service, an “Additional Service”). The Service Provider shall negotiate with the Service Recipient in good faith to provide, or to cause to be provided, such requested Additional Service on commercially reasonable terms consistent with the principles (including calculation methodology for applicable Fees) underlying the service terms of the Services. In the event that the Parties reach an agreement with respect to providing such Additional Services, the Parties shall amend the applicable Schedules in writing to include such Additional Services (including the incremental Fees and service period with respect to such Additional Services), and such Additional Services shall be deemed Services under this Agreement from the date of such amendment.

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Section 2.2 Reliance. The Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by the Service Recipients in connection with this Agreement. No Service Provider shall be liable for any impairment of any Service to the extent caused by its not receiving information, either timely or at all, or by its receiving inaccurate or incomplete information from the Service Recipients that is required or reasonably requested regarding that Service; provided that the Service Provider has notified the Service Recipient of the inadequacy of the information (solely to the extent the Service Provider has actual knowledge of such inadequacy) and used commercially reasonable efforts to provide such Service despite such inadequacy.

Section 2.3 Cooperation.

(a) The Service Providers and the Service Recipients shall, and shall cause their respective Affiliates to, cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services.

(b) The applicable Service Recipient shall (i) make available on a timely basis to the Service Providers all information and materials reasonably requested by such Service Providers to enable such Service Providers to provide the applicable Services, and (ii) provide to the Service Providers reasonable access to the premises of the applicable Service Recipient and any of its Affiliates to the extent necessary for such Service Providers to provide the applicable Services to the Service Recipient; provided, that such access shall be subject to the Service Recipient’s reasonable and applicable policies and procedures that are provided to the applicable Service Provider in advance.

Section 2.4 Disclaimer of Warranty.

(a) EACH OF CRANE NXT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, INCLUDING WITH REGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, ENFORCEABILITY, NON-DILUTION, VALIDITY, OR COMMERCIAL UTILITY), AS TO THE SERVICES CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, OR ANY OTHER MATTER CONCERNING ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

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(b) Each of Crane NXT (on behalf of itself and each member of the Crane NXT Group) and Crane Company (on behalf of itself and each member of the Crane Company Group) further understands and agrees that if: (i) the disclaimer of express or implied representations and warranties contained in Section 2.4(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States; or (ii) under the Laws of a jurisdiction outside the United States, both Crane NXT or any member of the Crane NXT Group, on the one hand, and Crane Company or any member of the Crane Company Group, on the other hand, are jointly or severally liable for any Crane NXT Liability or any Crane Company Liability, respectively; then the Parties intend and agree that, notwithstanding any Law or provision to the contrary under the Laws of such applicable foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Affiliates, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Affiliates.

Section 2.5 Governance.

(a) Each Party shall designate an individual to serve as a project manager for such Party (a “Project Manager”). The Project Manager for each Party shall facilitate day-to-day communications and orderly provision and receipt of the Services under and in accordance with this Agreement. Each Party must promptly designate a replacement Project Manager in the event that its Project Manager is no longer employed by a Party or is unable to continue his or her role as a Project Manager.

Section 2.6 Personnel. The Service Provider shall have the right to determine the personnel, assets, and other resources used to provide the Services, as well as the manner in which Service Provider provides the Services. The Service Recipients shall comply with all applicable Laws in connection with its receipt of the Services.

ARTICLE III

TERMS AND CONDITIONS; PAYMENT

Section 3.1 Terms and Conditions of Services.

(a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services during the Reference Period, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used during the Reference Period; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law; provided, that Service Provider shall promptly notify Service Recipient of any such Service that it reasonably believes does not comply with applicable Law, and the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services in a manner that complies with applicable Law (with all costs associated with implementing and providing such reasonable alternative arrangement to be borne by the Service Recipient). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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(b) Notwithstanding anything to the contrary in this Agreement, Service Recipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services to the extent such modifications (i) are applicable to all other recipients of the Services or services similar to the Services or (ii) are reasonably necessary to comply with applicable Law or requirements of Governmental Authorities; provided, that the Service Provider shall provide substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates (to the extent legally permissible).

(c) The Service Recipients acknowledge that the Services provided hereunder are transitional in nature and are furnished by the Service Providers for the purpose of facilitating the transactions contemplated by the Separation and Distribution Agreement. The Service Recipients further acknowledge that the Service Providers are not in the business of providing Services to third parties and will not provide the Services beyond the Term (or the applicable Service Period). The Service Recipients agree to transition to their own internal organization or other third party service providers the provision of each of the Services as promptly as reasonably practicable, but in no case later than the expiration or termination of the Term (and the applicable Service Period).

(d) Under no circumstances shall any Service Provider be obligated to provide any service requiring an opinion, advice or representation (e.g., legal opinions or advice, or tax opinions or advice).

(e) Any Service Provider shall have the right, consistent with practices immediately prior to the Effective Time, to shut down temporarily for maintenance purposes the operation of the systems or facilities providing any Service whenever, in such Service Provider’s discretion, such action is necessary; provided, that such Service Provider shall provide written notice of any such shutdown to the Service Recipient as reasonably in advance of such shutdown as practicable. Such Service Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its systems or facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.

(f) The Service Provider Party shall use commercially reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services, and upon request by the Service Provider Party, the Service Recipients shall use commercially reasonable efforts to cooperate with the Service Provider Party in furtherance of the foregoing. If any such Consent is not obtained, the Service Providers shall not be required to provide such Services but the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services. All costs associated with obtaining such Consents (including any amounts required to be paid to any Third Party for such Consent) shall be borne one-half each by Crane NXT and Crane Company; provided that the Service Recipient Party shall have the right to instruct the Service Provider to not pay for any such Consent, in which case the Service Providers shall have no obligation to provide any Service for which such Consent is required. All costs associated with implementing and providing a reasonable alternative arrangement shall be borne by the Service Recipient Party.

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Section 3.2 Payments.

(a) Each month, the Service Provider Party shall deliver a statement to the Service Recipients for Services provided to the Service Recipients during the preceding month, and each such statement shall set forth a brief description of each such Service and the amounts charged for such Service based on the consideration set forth for such Service in the applicable Schedule, and as otherwise agreed by the Parties in writing (collectively, the “Fees”), as well as any Taxes, duties, imposts, charges, fees or other levies due and owing in accordance with Section 3.3. The aggregate of such amounts shall be due and payable by the Service Recipient within thirty (30) days after the date of receipt of such statement.

(b) At the Service Provider Party’s option, any or all of its designee Service Providers may individually invoice a Service Recipient for the Services that such designee Service Provider has provided during the preceding month to such Service Recipient. Any amounts so invoiced by a designee Service Provider shall not be included on any invoice delivered by the Service Provider Party.

(c) All invoices shall be denominated and paid in U.S. dollars unless (a) the Service Recipient had, during the Reference Period, been invoiced or paid for such Services in a different currency or (b) otherwise indicated on the applicable Schedule, in which case such invoices shall be denominated and paid in such different currency.

(d) At the Service Recipient’s request, the Service Provider Party will provide reasonably detailed supporting documentation for the Fees invoiced to the Service Recipient hereunder and will respond promptly to any questions that the Service Recipient may have regarding such documentation and the related Fees. In the event that the Service Recipient disputes any Fees invoiced hereunder, such Disputes shall be handled in accordance with Section 8.15.

Section 3.3 Taxes.

(a) Except as expressly noted therein, the amounts set forth on the Schedules as the applicable consideration with respect to each Service do not include any Taxes, duties, imposts, charges, fees or other levies of whatever nature assessed on the provision of the Services. All Taxes, duties, imposts, charges, fees or other levies imposed by applicable Law assessed on the provision of the Services (other than income taxes payable by a Service Provider on the Fees received hereunder) shall be the responsibility of the Service Recipients in addition to the Fees payable by such Service Recipients in accordance with Section 3.2. The Service Recipients shall promptly reimburse the Service Providers for any Taxes, duties, imposts, charges, fees or other levies (other than income taxes payable by a Service Provider on the Fees received hereunder) imposed on the Service Providers or which the Service Providers shall have any obligation to collect with respect to or relating to this Agreement or the performance by a Service Provider of its obligations hereunder, along with interest and penalties related thereto to the extent such interest or penalties are related to the actions or inactions of the Service Recipients. Such reimbursement shall be in addition to the amounts required to be paid as set forth on the applicable Schedule and shall be made in accordance with Section 3.2. The Service Recipients and Service Providers agree to reasonably cooperate (i) to provide exemption certificates where available (and otherwise to take any action reasonably requested by the other Party in order to minimize any Taxes imposed on the sale of the Services) and (ii) to calculate any applicable sales and use Taxes and to make payment thereof directly to the appropriate taxing authority.

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(b) All payments by the Service Recipients under this Agreement shall be made without any deduction or withholding for any Taxes, duties, imposts, charges or fees or other levies, unless the obligation to make such deduction or withholding is imposed by Law. The Service Providers shall reasonably cooperate with the Service Recipients to determine whether any such deduction or withholding applies to the payments hereunder, and if so, shall further reasonably cooperate to minimize applicable deduction or withholding.

Section 3.4 Use of Services. The Service Recipients shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than in connection with the conduct of the operations of the P&M Technologies Business (with respect to Crane NXT as Service Recipient) or the Other Businesses (with respect to Crane Company as Service Recipient), as applicable.

Section 3.5 Network Access.

(a) The Service Provider may provide the Service Recipients with access to the Service Provider’s or its Affiliates’ computer hardware, computer software and information technology systems, including the data they contain (collectively, “Networks”) via a secure method selected by the Service Provider. The Service Recipients shall only use (and will ensure that their employees, agents and subcontractors (collectively, “Personnel”) only use), and shall only have access to, the Networks for the purpose of receiving, and only to the extent required to receive, the Services. The Service Recipients shall not permit their Personnel to use or have access to the Networks except to the extent that (i) such Personnel (or such Personnel’s functional equivalent) had access to the Networks prior to the Effective Time, or (ii) the Service Provider has given prior written approval for such access.

(b) The Service Recipients shall cause all of the Service Recipients’ Personnel having access to the Networks in connection with receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the Service Provider which the Service Provider provides or makes available to the Service Recipients.

(c) The Service Recipients shall not, and shall cause their Personnel not to: (i) use the Networks to develop software, process data or perform any work or services other than for the purpose of receiving the Services; (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Service Provider; (iii) obtain, or attempt to obtain, access to any hardware, software or data stored in the Networks except to the extent necessary to receive the Services; or (iv) use, disclose or give access to any part of the Networks to any Third Party, other than their agents and subcontractors authorized by the Service Provider in accordance with this Section 3.5. All user identification numbers and passwords for the Networks disclosed to the Service Recipients, and any information obtained from the use of the Networks, shall be deemed Confidential Information of the Service Provider for purposes of Section 8.1.

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(d) If a Service Recipient or its Personnel breach any provision of this Section 3.5, such Service Recipient shall promptly notify the Service Provider of such breach and cooperate as requested by such Service Provider in any investigation and mitigation of such breach.

Section 3.6 Intellectual Property. The Service Recipients acknowledge that they will not acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property that is owned or licensed by any Service Provider or created by or for any Service Provider under this Agreement or by reason of the provision of the Services provided under this Agreement.

ARTICLE IV

TERM OF SERVICES

Section 4.1 Term of Services; Early Termination of Services. The provision of Services shall commence as of the Effective Time and shall continue until the date indicated for each such Service on the applicable Schedule unless terminated earlier pursuant to Section 4.2 or ARTICLE VII or extended pursuant to Section 4.3 (the “Service Period”). This Agreement shall be effective as of the Effective Time and terminate upon the termination or expiration of all Service Periods, unless earlier terminated in accordance with the terms hereof and, in any event, no later than eighteen (18) months after the Effective Time (the “Term”).

Section 4.2 Early Termination of Services. Unless otherwise set forth in the applicable Schedule, any Service may be terminated prior to the end of the applicable Service Period by the Service Recipient upon not less than thirty (30) days’ prior written notice specifying the date termination is to be effective; provided, that the Service Recipients acknowledge and agree that in the event that any Service is dependent on the Service being terminated, such dependent Service shall be automatically terminated simultaneously with the termination of the Service on which it is dependent. After any early termination of a Service, the Service Provider shall have no obligation to reinstate such Service at a time subsequent to the effective date of such termination.

Section 4.3 Extension of Services. The term indicated for each Service on the applicable Schedule may not be extended except to the extent expressly set forth in such Schedule, as applicable. To the extent the applicable Schedule for a Service expressly permits extension of such Service, such Service may be extended by the Service Recipient upon written notice provided to the Service Provider at least thirty (30) days prior to the end of the then-current term.

ARTICLE V

FORCE MAJEURE

Section 5.1 Force Majeure. No Service Provider shall be liable for any loss or damages or other Liabilities whatsoever arising out of any interruption of Service or delay or failure to perform under this Agreement that is due to acts of God, acts of a public enemy, acts of terrorism, acts of a nation or any state, territory, province or other political division thereof, fires, floods or other extreme weather event, epidemics, pandemics, riots, theft, quarantine restrictions, freight embargoes or other similar causes beyond the reasonable control of such Service Provider (collectively, “Force Majeure Events”). In any such event, any affected Service Provider obligations under this Agreement shall be postponed for such time as its performance is suspended

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or delayed on account of such Force Majeure Event. The Service Provider will promptly notify the Service Recipient, either orally or in writing, upon learning of the occurrence of such Force Majeure Event. Upon the cessation of the Force Majeure Event, such Service Provider will use commercially reasonable efforts to resume its performance as soon as reasonably practicable. In the event that any Force Majeure Event prevents performance of any Services in accordance with this Agreement for more than fifteen (15) consecutive days, the Service Recipient shall be entitled to terminate such Services upon notice to the Service Provider without payment of any additional fees, costs or expenses in connection with such termination except for Fees for Services rendered prior to such Force Majeure Event.

ARTICLE VI

LIABILITIES

Section 6.1 Consequential and Other Damages. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 6.3, IN NO EVENT SHALL CRANE NXT, CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL CRANE NXT, CRANE COMPANY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES, AND EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 6.2 Limitation of Liability. EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 6.3, EACH OF CRANE COMPANY’S AND ITS AFFILIATES’, AND CRANE NXT’S AND ITS AFFILIATES’, LIABILITY WITH RESPECT TO ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT OR ANY ACT OR FAILURE TO ACT IN CONNECTION WITH ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OR BREACH HEREOF), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICE PROVIDED UNDER OR COVERED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID TO SUCH PARTY AND ITS AFFILIATES PURSUANT TO THIS AGREEMENT.

Section 6.3 Indemnification.

(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, representatives, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Indemnified Parties”) from and against all Indemnifiable Losses actually suffered or incurred by the Indemnified Parties to the extent relating to, arising out of or resulting from the Indemnifying Party’s material breach of this Agreement, fraud or willful misconduct.

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(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnification pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement hereby are incorporated herein, mutatis mutandis.

ARTICLE VII

TERMINATION

Section 7.1 Termination.

(a) Notwithstanding anything in this Agreement to the contrary, the obligation of any Service Provider to provide or cause to be provided any Service shall cease on the earlier to occur of (i) the date on which the applicable Service Period is terminated or expires pursuant to ARTICLE IV, or (ii) the end of the Term (including in the event this Agreement is terminated by any Party in accordance with the terms of Section 7.1(b)). This Agreement shall terminate, and all provisions of this Agreement shall be of no further force and effect, except for the provisions set forth in Section 7.3, on the date on which all Services under this Agreement have expired or been terminated.

(b) Each Party shall have the right to terminate this Agreement at any time upon written notice to the other Party and pursue any remedies available to it at law or in equity if (i) such other Party becomes insolvent or is adjudicated as bankrupt, or (ii) any action is taken by such other Party or by others against such other Party under any insolvency, bankruptcy or reorganization act, or if such other Party makes an assignment for the benefit of creditors, or a receiver is appointed for such other Party.

Section 7.2 Sums Due. In the event of a termination or expiration of this Agreement, the Service Providers shall be entitled to the payment of, and the Service Recipients shall within thirty (30) days of receipt of an invoice therefor pay to the Service Providers, all accrued amounts for Services, Taxes and other amounts due under this Agreement as of the date of termination or expiration.

Section 7.3 Effect of Termination. Section 2.4, Section 3.2, Section 7.2, this Section 7.3, ARTICLE VI and ARTICLE VIII shall survive any termination or expiration of this Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Confidentiality. Section 7.5 of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

Section 8.2 Independent Contractor. Each of Crane NXT, Crane Company, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Crane NXT and Crane Company, or between any Service Provider and a Service Recipient.

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Section 8.3 Complete Agreement; Interpretation. This Agreement (including the Schedules attached hereto), the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control, except with respect to the provision of support and other Services after the Effective Time by the Crane Company Group to the Crane NXT Group and the Crane NXT Group to the Crane Company Group, in which case the provisions of this Agreement shall control. Section 1.2 of the Separation and Distribution Agreement hereby is incorporated herein, mutatis mutandis.

Section 8.4 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 8.5 Notices. All notices, requests, claims, demands and other communications under this Agreement, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.5):

If to Crane NXT:

Crane NXT, Co.

950 Winter Street – 4th Floor

Waltham, MA 02451

Attn: General Counsel

E-mail: paul.igoe@cranenxt.com

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If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: adiorio@craneco.com

Section 8.6 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 8.7 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 8.8 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (i) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (ii) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 8.9 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Section 6.3).

Section 8.10 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane NXT and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall

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constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 8.11 Third Party Beneficiaries. Except as provided in Section 6.3 relating to Indemnified Parties, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 8.12 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.13 Schedules. The Schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates.

Section 8.14 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including, without limitation, Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 8.15 Disputes; Consent to Jurisdiction.

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties agrees that the exclusive jurisdiction for any Agreement Disputes shall be brought and determined exclusively in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any Agreement Dispute may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “Delaware Courts”). Each Party further agrees that any Party may make service on the other Party by delivering notice or a copy of the process by United States registered mail to such other Party’s address set forth in Section 8.5 shall be effective as to

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the contents of such notice or document. Nothing in this Section 8.15(b), however, shall affect the right of any Party to serve legal process in any other manner permitted by Law. Each of the Parties irrevocably and unconditionally waives any objection, including based on forum non conveniens or otherwise, which it may now or hereafter have to the laying of venue of any Agreement Dispute in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead, assert or claim that any such Delaware Court lacks jurisdiction over any Party hereto or that any such Agreement Dispute brought in any such court has been brought in an inconvenient forum.

Section 8.16 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court specified in Section 8.15(b) without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 8.17 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES, INCLUDING THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.17.

Section 8.18 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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Section 8.19 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.20 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 8.21 No Duplication; No Double Recovery. Nothing in this Agreement (or in the Separation and Distribution Agreement or any other Ancillary Agreement) is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 8.22 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed the day and year first above written.

CRANE HOLDINGS, CO.
By:	/s/ Christina Cristiano
Name:	Christina Cristiano
Title:	Vice President, Controller and Chief Accounting Officer
CRANE COMPANY
By:	/s/ Richard A. Maue
Name:	Richard A. Maue
Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

[Signature Page to Transition Services Agreement]

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of April 3, 2023

TABLE OF CONTENTS

Article I
DEFINITIONS
1.1	General	4
Article II
PAYMENTS AND TAX REFUNDS
2.1	Allocation of Tax Liabilities	12
2.2	Determination of Taxes Attributable to the SpinCo Business	13
2.3	Employment Taxes	14
2.4	Transaction Taxes	14
2.5	Tax Refunds	14
2.6	Prior Agreements	14
Article III
PREPARATION AND FILING OF TAX RETURNS
3.1	Parties’ Responsibility	15
3.2	Right To Review Tax Returns	15
3.3	Cooperation	15
3.4	Tax Reporting Practices	15
3.5	Reporting of the Transactions	16
3.6	Payment of Taxes.	16
3.7	Amended Returns and Carrybacks	17
3.8	Tax Attributes	17
Article IV
TAX-FREE STATUS OF THE TRANSACTIONS
4.1	Representations and Warranties	19
Article V
INDEMNITY OBLIGATIONS
5.1	Indemnity Obligations	19
5.2	Indemnification Payments	20
5.3	Payment Mechanics	21
5.4	Treatment of Payments	21

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Article VI
TAX CONTESTS
6.1	Notice	22
6.2	Separate Returns	22
6.3	Joint Returns	22
6.4	Information Rights	23
6.5	Power of Attorney	23
Article VII
ASSISTANCE AND COOPERATION
7.1	General	23
7.2	Confidentiality	24
7.3	Income Tax Return Information	24
Article VIII
RETENTION OF RECORDS; ACCESS
8.1	Retention of Records	25
8.2	Access to Tax Records	25
Article IX
DISPUTE RESOLUTION
9.1	Dispute Resolution	25
9.2	Injunctive Relief	26
Article X
MISCELLANEOUS PROVISIONS
10.1	Complete Agreement	26
10.2	Other Agreements	26
10.3	Counterparts	26
10.4	Survival	26
10.5	Notices	27
10.6	Waiver	27
10.7	Modification or Amendment	27
10.8	Successors	27
10.9	No Assignment; Binding Effect	28
10.10	Payment Terms	28
10.11	No Circumvention	28
10.12	Termination	28

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10.13	Third Party Beneficiaries	28
10.14	Titles and Headings	29
10.15	Governing Law	29
10.16	Specific Performance	29
10.17	Waiver of Jury Trial	29
10.18	Severability	30
10.19	Mutual Drafting	30
10.20	Authorization	30
10.21	No Duplication; No Double Recovery	30
10.22	No Reliance on Other Party	30

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 by and between Crane Holdings, Co., a Delaware corporation (“Distributing”), which will be renamed “Crane NXT, Co.” upon completion of the Distribution (as defined below), and Crane Company, a Delaware corporation (“SpinCo,” and together with Distributing, the “Parties”).

R E C I T A L S

WHEREAS, the board of directors of Distributing (the “Distributing Board”) has determined that it is advisable and in the best interests of Distributing and its stockholders to separate Distributing into two separate, independent, publicly-traded companies: (i) one comprising the Distributing Business (as defined below), which shall be continue to be owned and conducted, directly or indirectly, by Distributing, and (ii) one comprising the SpinCo Businesses (as defined below), which shall be owned and conducted, directly or indirectly, by SpinCo, all of the common stock of which is intended to be distributed to Distributing stockholders;

WHEREAS, in furtherance of the foregoing, the Distributing Board has determined that it is advisable and in the best interests of Distributing and its stockholders: (i) for Distributing and its Subsidiaries to be reorganized such that (A) members of the Distributing Group will own all of the Distributing Assets and assume (or retain) all of the Distributing Liabilities, and (B) members of the SpinCo Group will own all of the SpinCo Assets and assume (or retain) all of the SpinCo Liabilities (the transactions described in clauses (A) and (B) being referred to herein as the “Separation”); and (ii) thereafter, on the Distribution Date, for Distributing to distribute to the holders of issued and outstanding shares of common stock, par value $1.00, of Distributing as of the Record Date on a pro rata basis all of the issued and outstanding shares of common stock, par value $1.00, of SpinCo (the transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of the Separation Agreement, the “Distribution”);

WHEREAS, Distributing has effected and will effect certain restructuring transactions described in the Internal Reorganization Step Plan for the purpose of aggregating the SpinCo Business in the SpinCo Group prior to the Distribution, and, in connection therewith, Distributing will undertake the Contribution;

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WHEREAS, the Parties intend to undertake the Special Cash Distribution Purge and intend to undertake the Contribution and the Distribution;

WHEREAS, the Parties intend that the Distribution, together with the Contribution, will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that the Separation Agreement is adopted as a plan of reorganization under Section 368 of the Code;

WHEREAS, certain members of the Distributing Group, on the one hand, and certain members of the SpinCo Group, on the other hand, file certain Tax Returns on a consolidated, combined, or unitary basis for certain federal, state, local, and foreign Tax purposes; and

WHEREAS, the Parties desire to (i) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (ii) set forth certain covenants and indemnities relating to the Tax-Free Status of the Transactions.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 General. As used in this Agreement (including the recitals hereof), the following terms shall have the following meanings, and capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement:

“Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit, or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“Adjustment Request” shall mean any formal or informal amendment, claim or request filed with any Taxing Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Affiliate” shall have the meaning set forth in the Separation Agreement.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Ancillary Agreements” shall have the meaning set forth in the Separation Agreement.

“Business Day” shall have the meaning set forth in the Separation Agreement.

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“Claiming Party” shall have the meaning set forth in Section 3.9(b).

“Closing of the Books Method” means the apportionment of items between portions of a Taxable Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Taxable Period, as if the Distribution Date were the last day of the Taxable Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Taxable Period following the Distribution; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) will be allocated between the period ending at the close of the Distribution Date and the period beginning after the Distribution Date in proportion to the number of days in each Taxable Period.

“Code” shall have the meaning set forth in the Separation Agreement.

“Contribution” shall have the meaning set forth in the Separation Agreement.

“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Sections 6.2 and 6.3 of this Agreement.

“Distributing” shall have the meaning set forth in the preamble hereto.

“Distributing Affiliated Group” shall mean the affiliated group (as that term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which Distributing is the common parent.

“Distributing Assets” shall mean the Crane NXT Assets as set forth in the Separation Agreement.

“Distributing Business” shall mean the P&M Technologies Business as set forth in the Separation Agreement.

“Distributing Common Stock” shall mean the Crane NXT Common Stock set forth in the Separation Agreement.

“Distributing Disqualifying Action” shall mean (i) any action (or failure to take any action) by any member of the Distributing Group after the Distribution (including entering into any agreement, understanding, arrangement, or negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Distribution involving Distributing Common Stock or the assets of any member of the Distributing Group, or (iii) any breach of or inaccuracy in, or failure to perform, as applicable, by any member of the Distributing Group after the Distribution, any representation, warranty, or covenant made by them in this Agreement or in the Tax Materials, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “Distributing Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Separation, the Contribution or the Distribution.

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“Distributing Federal Consolidated Income Tax Return” shall mean any U.S. Federal Income Tax Return for the Distributing Affiliated Group.

“Distributing Group” shall mean the Crane NXT Group set forth in the Separation Agreement.

“Distributing Liabilities” shall mean the Crane NXT Liabilities set forth in the Separation Agreement.

“Distributing Separate Return” shall mean any Tax Return of or including any member of the Distributing Group (including any consolidated, combined, or unitary return) that does not include any member of the SpinCo Group.

“Distribution” shall have the meaning set forth in the Separation Agreement.

“Distribution Date” shall have the meaning set forth in the Separation Agreement.

“Effective Time” shall have the meaning set forth in the Separation Agreement.

“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

“Employment Tax” shall mean any Tax the liability or responsibility for which is allocated pursuant to the provisions of the Employee Matters Agreement.

“Equity Value” shall mean, for Distributing or SpinCo common stock, as applicable, the simple average of the market capitalization on each of the first five trading days following the Distribution, with the market capitalization on each such day determined as the product of (i) the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Distributing or SpinCo common stock, as applicable, trading on the NYSE on each of the first five trading days following the Distribution Date, and (ii) the number of outstanding shares of Distributing or SpinCo common stock, as applicable, as of the close of such trading day.

“Federal Income Tax” shall mean (i) any Tax imposed by Subtitle A of the Code other than an Employment Tax, and (ii) any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Final Determination” shall mean the final resolution of liability for any Tax for any Taxable Period, which resolution may be for a specific issue or adjustment or for a Taxable Period, by or as a result of (i) a final decision, judgment, decree, or other order by a court of competent jurisdiction that can no longer be appealed, (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of a state, local, or foreign taxing jurisdiction, (iii) any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of withholding or offset) by the jurisdiction imposing such Tax, (iv) a final settlement resulting from a treaty-based competent authority determination, or (v) any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Taxing Authority, or by mutual agreement of the Parties.

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“Group” shall mean either the Distributing Group or the SpinCo Group, as the context requires.

“Group Relief” means any loss, deficit, deduction or other amount eligible for surrender by way of group relief in accordance with the provisions contained in Parts 5 and 5A of the Corporation Tax Act 2010 of the UK.

“Income Tax” means any Tax based upon, measured by, or calculated with respect to (i) net income or profits (including any capital gains, minimum Tax or any Tax on items of tax preference, but not including sales, use, real or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (i) of this definition, together with any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

“Indemnifying Party” shall have the meaning set forth in Section 5.2.

“Indemnitee” shall have the meaning set forth in Section 5.2.

“Internal Reorganization Step Plan” shall have the meaning set forth in the Separation Agreement.

“IRS” shall mean the U.S. Internal Revenue Service or any successor agency, including, but not limited, to its agents, representatives, and attorneys.

“IRS Ruling” shall mean any U.S. federal income tax ruling issued to Distributing by the IRS in connection with the Transactions.

“IRS Ruling Request” shall mean the letter filed by Distributing with the IRS requesting a ruling regarding certain U.S. federal income tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

“Joint Return” shall mean any Tax Return that includes, by election or otherwise, one or more members of the Distributing Group together with one or more members of the SpinCo Group.

“Law” shall have the meaning set forth in the Separation Agreement.

“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not the Controlling Party with respect to such Tax Contest.

“Parties” shall have the meaning set forth in the preamble hereto.

“Past Practices” shall have the meaning set forth in Section 3.4.

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“Person” shall have the meaning set forth in the Separation Agreement.

“Post-Distribution Period” shall mean any Tax Period (or portion thereof) beginning after the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“Pre-Distribution Period” shall mean any Tax Period (or portion thereof) ending on or before the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“Privilege” shall mean any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Pro Rata Percentage” shall mean, with respect to either Distributing or SpinCo, the quotient, expressed as a percentage of (i) the Equity Value of such Party’s common stock divided by (ii) the sum of (A) the Equity Value of Distributing’s common stock and (B) the Equity Value of SpinCo’s common stock.

“Reasonable Basis” shall mean a reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.

“Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Reviewing Party” shall have the meaning set forth in Section 3.2.

“Schedule 1” shall have the meaning set forth in Section 3.8(a).

“Separate Return” shall mean a Distributing Separate Return or a SpinCo Separate Return, as the case may be.

“Separation” shall have the meaning set forth in the Separation Agreement.

“Separation Agreement” shall have the meaning set forth in the preamble hereto.

“Special Cash Distribution” shall mean the Crane Company Special Cash Amount Distribution set forth in the Separation Agreement.

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“Special Cash Distribution Purge” shall mean the payment by Distributing of the cash received in the Special Cash Distribution to certain creditors of Distributing.

“SpinCo” shall have the meaning set forth in the preamble hereto.

“SpinCo Assets” shall mean the Crane Company Assets set forth as set forth in the Separation Agreement.

“SpinCo Business” shall mean the Other Businesses as set forth in the Separation Agreement.

“SpinCo Capital Stock” shall mean all classes or series of capital stock of SpinCo, including (i) SpinCo Common Stock, (ii) all options, warrants, and other rights to acquire such capital stock, and (iii) all other instruments properly treated as stock of SpinCo for U.S. federal income tax purposes.

“SpinCo Carryback” shall mean any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group that is a carryback from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law that is not made at the election of any member of the SpinCo Group.

“SpinCo Disqualifying Action” shall mean (i) any action (or failure to take any action) by any member of the SpinCo Group after the Distribution (including entering into any agreement, understanding, arrangement, or negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Distribution involving SpinCo Capital Stock or the assets of any member of the SpinCo Group, or (iii) any breach of or inaccuracy in, or failure to perform, as applicable, by any member of the SpinCo Group after the Distribution, any representation, warranty, or covenant made by them in this Agreement or in the Tax Materials, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “SpinCo Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Separation, the Contribution or the Distribution.

“SpinCo Group” shall mean the Crane Company Group set forth in the Separation Agreement.

“SpinCo Liabilities” shall mean the Crane Company Liabilities set forth in the Separation Agreement.

“SpinCo Separate Return” shall mean any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Distributing Group.

“SpinCo Common Stock” shall mean the Crane Company Common Stock set forth in the Separation Agreement.

“Straddle Period” shall mean any Tax Period that begins before, and ends after, the Distribution Date.

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“Subsidiary” shall have the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” shall mean any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated, or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing. .

“Tax Advisor” shall mean a tax counsel or accountant of recognized national standing.

“Tax Attribute” shall mean net operating losses, net capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses, and any other losses, deductions, credits, or other comparable Tax Item that could affect a Tax for any past or future Tax Period, excluding any Group Relief.

“Tax Certificates” shall mean any officer’s certificates, representation letters, or similar documents provided by Distributing and SpinCo to Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm in connection with any Tax Opinion delivered or deliverable to Distributing in connection with the Transactions.

“Tax Contest” shall have the meaning set forth in Section 6.1.

“Tax-Free Status” shall mean the qualification of the Contribution, the Special Cash Distribution, the Special Cash Distribution Purge, and the Distribution, taken together, (i) as a reorganization described in Sections 368(a)(1)(D) and 355 of the Code, (ii) as a transaction in which the SpinCo Common Stock distributed to holders of Distributing Common Stock is “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code, and (iii) as a transaction in which Distributing, SpinCo, and holders of Distributing Common Stock recognize no income or gain or U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code, other than, (i) in the case of Distributing and SpinCo, any intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, and (ii) in the case of Distributing, (A) any gain recognized on the Special Cash Distribution to the extent in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution, and (B) any gain recognized pursuant to Section 357(c) of the Code on an assumption of liabilities by SpinCo in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution.

“Tax Item” shall mean any item of income, gain, loss, deduction, or credit, or any other item which increases or decreases Taxes paid or payable in any Tax Period.

“Tax Law” shall mean the law of any governmental entity or political subdivision thereof relating to any Tax.

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“Tax Materials” shall have the meaning set forth in Section 4.1(a).

“Tax Opinion” shall mean any written opinion delivered or deliverable to Distributing by Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm regarding the tax consequences of the Transactions.

“Tax Period” shall mean, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” shall have the meaning set forth in Section 8.1.

“Tax-Related Losses” shall mean, (i) all federal, state, local and foreign Taxes imposed pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amounts paid by Distributing (or any of its Affiliates) or SpinCo (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Transactions to qualify for Tax-Free Status.

“Tax Return” shall mean any return, report, certificate, form, or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax.

“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission, or entity thereof having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

“Third Party” shall have the meaning set forth in the Separation Agreement.

“Transactions” shall mean the Separation, the Contribution, the Distribution, the Special Cash Distribution, the Special Cash Distribution Purge, any other transaction described in the Internal Reorganization Step Plan, and any related transactions.

“Transaction Taxes” shall mean all Transfer Taxes and other Taxes (including Taxes imposed on any member of the Distributing Group under Sections 951 or 951A of the Code) imposed on or with respect to the Transactions, other than any Taxes resulting from the failure of the Transactions to qualify for Tax-Free Status; provided, however, that any Taxes attributable to gain recognized by Distributing (i) on the Special Cash Distribution) to the extent in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution or (ii) pursuant to Section 357(c) of the Code on an assumption of liabilities by SpinCo in excess of Distributing’s adjusted basis in the assets contributed to SpinCo in the Contribution shall be included in the definition of Transaction Taxes.

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“Transfer Tax” shall mean all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any Income Taxes), including any German real estate transfer Taxes.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“UK” means the United Kingdom of Britain and Northern Ireland.

ARTICLE II

PAYMENTS AND TAX REFUNDS

2.1 Allocation of Tax Liabilities. Except as otherwise provided in this Article II and Section 5.1, Taxes shall be allocated as follows:

(a) Allocation of Taxes Relating to Joint Returns.

(i) Allocation to SpinCo. SpinCo shall pay and be responsible for any and all Taxes attributable to the SpinCo Business that are due with respect to or required to be reported on any Joint Return (including any increase in such Taxes as a result of a Final Determination).

(ii) Allocation to Distributing. Distributing shall pay and be responsible for any and all Taxes attributable to the Distributing Business that are due with respect to or required to be reported on any Joint Return (including any increase in such Taxes as a result of a Final Determination).

(iii) Taxes Not Attributable to Either Line of Business. Any Taxes with respect to or required to be reported on any Joint Return not clearly attributable to the SpinCo Business or the Distributing Business (including any increase in such Taxes as a result of a Final Determination) shall be shared by SpinCo and Distributing based on the Pro Rata Percentage of each.

(b) Allocation of Taxes Relating to Separate Returns. Except as otherwise provided herein:

(i) Distributing shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Distributing Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

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(ii) SpinCo shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

2.2 Determination of Taxes Attributable to the SpinCo Business. For purposes of Section 2.1(a)(i):

(a) The amount of Federal Income Tax attributable to the SpinCo Business shall be determined on the basis of a pro forma SpinCo Group consolidated return using the following conventions:

(i) including only Tax Items of members of the SpinCo Group that were included in the relevant Distributing Federal Consolidated Income Tax Return;

(ii) except as provided in Section 2.2(a)(iv), using all elections, accounting methods and conventions used on the Distributing Federal Consolidated Income Tax Return for such Tax Period;

(iii) applying the highest statutory marginal corporate income Tax rate in effect for such Tax Period;

(iv) allocating the “group credit,” as defined in Treasury Regulations Section 1.41-6(a)(3)(iv), reflected on the applicable Distribution Federal Consolidated Income Tax Return to the members of the SpinCo Group in accordance with Treasury Regulations Section 1.41-6(d)(3); and

(v) assuming that the SpinCo Group elects not to carry back any net operating losses.

(b) The amount of Income Taxes attributable to the SpinCo Business or the Distributing Business with respect to any Joint Return other than a Distributing Federal Consolidated Income Tax Return shall be as determined in a manner consistent with the principles set forth in Section 2.2(a), to the extent relevant.

(c) In the case of any Joint Return for any Straddle Period:

(i) The amount of any Tax with respect to such Straddle Period that is based on or measured by income, sales, use, receipts, or other similar items shall be allocated between the Pre-Distribution Period and the Post-Distribution Period based on the Closing of the Books Method.

(ii) The amount of any Tax with respect to a Straddle Period other than Taxes described in Section 2.2(c)(i) shall be allocated between the Pre-Distribution Period and the Post-Distribution Period by multiplying the total amount of such Tax for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on, and including, the Distribution Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and allocating the result to the Pre-Distribution Period and the remainder of such Tax to the Post-Distribution Period.

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(d) The amount of Taxes attributable to the SpinCo Business or the Distributing Business with respect to any Joint Return for any Tax Period shall not be less than zero.

2.3 Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement and this Agreement shall generally not apply to Employment Taxes.

2.4 Transaction Taxes. Each of Distributing and SpinCo shall be responsible for fifty percent (50%) of any and all Transaction Taxes.

2.5 Tax Refunds.

(a) Distributing shall be entitled to all Refunds related to Taxes the liability for which is allocated to Distributing pursuant to this Agreement. SpinCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to SpinCo pursuant to this Agreement.

(b) SpinCo shall pay to Distributing any Refund received by SpinCo or any member of the SpinCo Group that is allocable to Distributing pursuant to this Section 2.5 no later than fifteen (15) Business Days after the receipt of such Refund. Distributing shall pay to SpinCo any Refund received by Distributing or any member of the Distributing Group that is allocable to SpinCo pursuant to this Section 2.5 no later than fifteen (15) Business Days after the receipt of such Refund. For purposes of this Section 2.5, any Refund that arises as a result of a deduction, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such deduction, credit, or other similar benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such deduction, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

2.6 Prior Agreements. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Distributing Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date, without any further action by the parties thereto. Following the Closing, no member of the Distributing Group or SpinCo Group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Distributing Group, on the one hand, and the members of the SpinCo Group, on the other hand.

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ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

3.1 Parties’ Responsibility. Distributing shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any Distributing Separate Returns. SpinCo shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any SpinCo Separate Returns. In the case of Joint Returns, the Party (or its Affiliate) required under applicable law to prepare and file such Joint Return shall prepare, or cause to be prepared, such Joint Returns. If the Party required by law to prepare a Distributing Federal Consolidated Income Tax Return for taxable years 2022 and 2023 incurs any reasonable out-of-pocket costs to retain the services of a Third Party in preparing such Tax Returns, the other Party shall reimburse the Responsible Party for fifty percent (50%) of all such costs no later than fifteen (15) Business Days following the receipt of a statement setting forth the amount of such payment or payments (together with reasonable evidence thereof).

3.2 Right To Review Tax Returns. For any Joint Return, and any Separate Return to the extent that any position taken on such Separate Return would reasonably be expected to materially affect the Tax position of the Party other than the Responsible Party (the “Reviewing Party”), including with respect to Group Relief, the Responsible Party for such Tax Return shall prepare such Tax Return and shall provide a draft of the portion of such Tax Return that relates to the business of the Reviewing Party) to the Reviewing Party for its review, comment, and approval (such approval not to be unreasonably delayed, conditioned or withheld) at least fifteen (15) days prior to the due date for such Tax Return (taking into account any applicable extensions). In the event of any dispute regarding any Tax Return, the Parties shall cooperate in good faith to resolve any dispute. Any dispute that is unable to be resolved shall be resolved in accordance with Section 9.1 and, in the event that any dispute is not resolved (whether pursuant to good faith cooperation or in accordance with Section 9.1) prior to the due date (taking into account extensions) for such Tax Return, such Tax Return shall be timely filed by the Responsible Party in the manner determined by the Responsible Party and the Responsible Party agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such dispute resolution.

3.3 Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided under Article VIII. Notwithstanding anything to the contrary in this Agreement, Distributing shall not be required to disclose to SpinCo any consolidated, combined, unitary, or other similar Joint Return of which a member of the Distributing Group is the common parent or any information related to such a Joint Return other than information relating (i) solely to the SpinCo Group, (ii) to any refunds or Tax benefits to which SpinCo is entitled, or (iii) to the allocation of Taxes described in Section 2.1(a)(iii) or refunds or Tax benefits attributable thereto. If an amended Separate Return for Taxes other than any Federal Income Tax for which SpinCo is responsible under this Article III is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

3.4 Tax Reporting Practices. Except as otherwise provided in Section 3.5 or pursuant to a Final Determination, with respect to any Tax Return for any Tax Period that includes a Pre-Distribution Period, such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by the Responsible Party.

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3.5 Reporting of the Transactions. The Tax treatment of the Transactions shall be reported on each applicable Tax Return consistently with the Tax Materials and the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Return is filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than fifteen (15) Business Days prior to filing the relevant Tax Return, and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Transactions shall be reported on such Tax Return.

3.6 Payment of Taxes.

(a) Subject to Section 3.6(b), (a) the Responsible Party with respect to any Tax Return shall pay any Tax required to be paid to the applicable Taxing Authority in a timely manner, and (b) in the case of any Adjustment with respect to any Tax Return, the Responsible Party shall pay to the applicable Taxing Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such Adjustment.

(b) In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

(c) With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

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3.7 Amended Returns and Carrybacks.

(a) Distributing and SpinCo shall not, and shall not permit any member of the Distributing Group or the SpinCo Group, respectively, to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period if such Adjustment would reasonably be expected to reduce any Tax Attribute of, or result in an adverse Tax consequence to, any member of the other Party’s Group, without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned, or delayed). At SpinCo’s request and at SpinCo’s cost and expense, unless the filing of such amended Tax Return would reduce any Distributing Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the Distributing Group, Distributing shall file, or cause to be filed, amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.4). At Distributing’s request, and at Distributing’s cost and expense, unless the filing of such amended Tax Return would reduce any SpinCo Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the SpinCo Group, SpinCo shall file, or cause to be filed amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.5).

(b) At the request and expense of SpinCo, Distributing shall file an Adjustment Request with respect to a Joint Return to utilize in any Tax Period that ends on or before or includes the Distribution Date with respect to any Joint Return any SpinCo Carryback arising in a Post-Distribution Period. Distributing shall pay to SpinCo any Refund received by Distributing or any member of the Distributing Group (net of any expenses incurred by the Distributing Group in connection with the applicable Adjustment Request not already paid or reimbursed by SpinCo) in connection with any Adjustment Request filed pursuant to this Section 3.7 no later than fifteen (15) Business Days after the receipt of such Refund. For purposes of this Section 3.7, any Refund in the form of a deduction, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such deduction, credit, or other similar benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such deduction, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

3.8 Tax Attributes.

(a) Within ninety (90) days following the filing of the U.S. federal consolidated income Tax Return of Distributing for its 2023 taxable year, Distributing shall prepare and deliver to SpinCo a schedule (“Schedule 1”) setting forth the portion, if any, of certain Tax Attributes of the Distributing Affiliated Group apportioned to SpinCo or any member of the SpinCo Group and treated as a carryover to the first Post-Distribution Period of SpinCo (or such member) (including in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A).

(b) To the extent either Party is required to determine the apportionment of any such Tax Attributes prior to the date described in Section 3.8(a), the Parties shall cooperate in good faith with respect to such required determination. Any disagreement with respect to an apportionment pursuant to this Section 3.8(b) that the Parties are unable to resolve shall be resolved in accordance with Section 9.1.

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(c) If, within thirty (30) days of receiving Schedule 1, SpinCo has raised an objection regarding the accuracy or compliance with applicable Tax Law of any apportionment set forth on Schedule 1, or if either Party at any time discovers that a Tax Attribute is not reflected on Schedule 1, Distributing and SpinCo shall cooperate in good faith to resolve such disagreement or determine the allocation of such Tax Attribute to SpinCo or any member of the SpinCo Group, and, if Distributing and SpinCo are unable to reach resolution, any dispute shall be resolved in accordance with Section 9.1. Schedule 1 shall be revised to reflect any agreed allocation, or any allocation as determined in accordance with Section 9.1.

(d) Schedule 1 as finally determined, including as revised pursuant to Section 3.8(b), shall be binding on Distributing and each member of the Distributing Group and on SpinCo and each member of the SpinCo Group. Except to the extent otherwise required by a change in applicable Tax Law or pursuant to a Final Determination, or as otherwise agreed between them, neither Distributing nor SpinCo shall take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in any such written notice.

3.9 Group Relief.

(a) (i) SpinCo shall procure that each relevant member of the SpinCo Group shall surrender to, or claim from, a relevant member of the Distributing Group, and (ii) Distributing shall procure that each relevant member of the Distributing Group shall claim from, or surrender to, a relevant member of the SpinCo Group, any Group Relief available in respect of all Pre-Distribution Periods, provided that neither SpinCo nor Distributing shall be obliged to procure that any member of its Group makes (x) any such surrender of Group Relief to a member of the other Group ahead of any surrender of Group Relief to another member of its own Group, or (y) any such claim of Group Relief from a member of the other Group ahead of any claim of Group Relief available from a member of its own Group. Distributing and SpinCo shall procure that the relevant members of its Group use all reasonable endeavors to procure that full effect is given to surrenders and claims to be made under this Section 3.9 and that such surrenders and claims are allowed in full by HM Revenue & Customs, including signing and submitting to HM Revenue & Customs all such notices of consent to surrender (including provisional or protective notices of consent in cases where any relevant UK corporation tax computation has not yet been agreed).

(b) To the extent any surrender is made under Section 3.9(a), in consideration for each such surrender, SpinCo and Distributing shall procure that the relevant member of its Group that is the company claiming Group Relief (the “Claiming Party”) shall pay to the member of the other Group that is the surrendering company a sum equal to the amount of UK corporation tax from which the Claiming Party has been relieved by virtue of the surrender being made. Any sum payable under this Section 3.9(b) shall be paid on the date on which any corporation tax chargeable on the taxable profits of the Claiming Party for the Taxable Period to which the relevant surrender relates becomes due and payable (or would have become due and payable had the Claiming Party incurred any liability to UK corporation tax in respect of that Taxable Period).

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ARTICLE IV

TAX-FREE STATUS OF THE TRANSACTIONS

4.1 Representations and Warranties.

(a) Distributing, on behalf of itself and all other members of the Distributing Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request, the Tax Opinion, the Tax Certificates, Internal Reorganization Step Plan, and any other materials delivered or deliverable in connection with the issuance of the IRS Ruling and the rendering of the Tax Opinion, in each case, as they exist as of the date hereof (collectively, the “Tax Materials”), and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Distributing or any member of the Distributing Group or the Distributing Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Distributing, on behalf of itself and all other members of the Distributing Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Distributing, any member of the Distributing Group, or the Distributing Business.

(b) SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to SpinCo or any member of the SpinCo Group or the SpinCo Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo, any member of the SpinCo Group, or the SpinCo Business.

(c) Each of Distributing, on behalf of itself and all other members of the Distributing Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group, represents and warrants that it knows of no fact or circumstance (after due inquiry) that may cause the Transactions to fail to qualify for Tax-Free Status.

(d) Each of Distributing on behalf of itself and all other members of the Distributing Group, and SpinCo, on behalf of itself and all other members of the SpinCo Group, represents and warrants that it has no plan or intention to take, fail to take, or cause or permit to be taken any action which is inconsistent with any of the statements or representations made or set forth in the Tax Materials.

ARTICLE V

INDEMNITY OBLIGATIONS

5.1 Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement:

(a) Distributing shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for,

(i) all liability for Taxes allocated to Distributing pursuant to Article II (except to the extent described in Section 5.1(b)(iv)),

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(ii) except to the extent described in Section 5.1(a)(iv), Distributing’s Pro Rata Percentage of Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for Tax-Free Status, other than those Taxes or Tax-Related Losses for which SpinCo is responsible pursuant to Section 5.1(b)(iv),

(iii) the amount of any Refund received by any member of the Distributing Group that is allocated to SpinCo pursuant to Section 2.5(a), and

(iv) any Taxes and Tax-Related Losses attributable to a Distributing Disqualifying Action.

(b) SpinCo shall indemnify and hold harmless Distributing from and against, and will reimburse Distributing for,

(i) all liability for Taxes allocated to SpinCo pursuant to Article II (except to the extent described in Section 5.1(a)(iv)),

(ii) except to the extent described in Section 5.1(b)(iv), SpinCo’s Pro Rata Percentage of Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for Tax-Free Status, other than those Taxes or Tax-Related Losses for which Distributing is responsible pursuant to Section 5.1(a)(iv),

(iii) the amount of any Refund received by any member of the SpinCo Group that is allocated to Distributing pursuant to Section 2.5(b), and

(iv) any Taxes and Tax-Related Losses attributable to a SpinCo Disqualifying Action.

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Section 5.1(a)(iv) (on the one hand) and Section 5.1(b)(iv) (on the other hand), responsibility for such Tax or Tax-Related Loss shall be shared by Distributing and SpinCo according to relative fault.

5.2 Indemnification Payments.

(a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as a result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority, and (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

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(b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than fifteen (15) Business Days after such change or redetermination, such other Party shall pay to the first Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

5.3 Payment Mechanics.

(a) All payments under this Agreement (except any payment made under Section 3.9 (Group Relief)) shall be made by Distributing directly to SpinCo and by SpinCo directly to Distributing; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Distributing Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms, evidence of wire remittance, or other reasonable evidence of payment).

(c) Following the payment of any Transaction Taxes, Distributing and SpinCo shall each present a statement setting forth the amount of such payment or payments (together with reasonable evidence thereof) and any other information reasonably necessary to calculate the amount by which either Party has paid more than fifty percent (50%) of all Transaction Taxes paid to date. Such amount shall be reimbursed by the other Party no later than fifteen (15) Business Days following the receipt of such statement.

5.4 Treatment of Payments.

(a) The Parties agree that any payment made between the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposes, to the extent permitted by Law, as either (i) a non-taxable contribution by Distributing to SpinCo, or (ii) a distribution by SpinCo to Distributing, and, in the case of any payment made between the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution for U.S. federal income tax purposes. Notwithstanding the foregoing, if SpinCo or Distributing determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, the Party making such determination shall inform the other Party and, to the extent permitted by applicable Law, the Parties agree to treat any such payment accordingly.

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(b) To the extent that any payment pursuant to this Article V (including any increased payment pursuant to this Section 5.4) is subject to Tax in the hands of the recipient, the amount payable hereunder shall be increased by an amount equal to the product of (i) one half (1/2) and (ii) the amount of Tax imposed on the recipient by reason of the receipt of such payment. It is the intention of the parties that Taxes imposed on payments hereunder (including increased payments pursuant to this Section 5.4) be borne 50% by the payor and 50% by the payee, and this Section 5.4 shall be interpreted accordingly.

ARTICLE VI

TAX CONTESTS

6.1 Notice. Each Party shall notify the other Party in writing within fifteen (15) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, examination, claim, dispute, suit, action, proposed assessment, or other proceeding concerning any Taxes for which the other Party may be liable pursuant to this Agreement (a “Tax Contest”). Such notice shall include copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail. The failure of an Indemnitee to give notice as provided in this Section 6.1 (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

6.2 Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

6.3 Joint Returns. In the case of any Tax Contest with respect to the U.S. federal consolidated income Tax Return of Distributing for any period or portion thereof prior to the Distribution, or with respect to any U.S. state combined, consolidated, or affiliated group income Tax Return for any period or portion thereof prior to the Distribution, Distributing shall be the Controlling Party. In the case of any Tax Contest with respect to any Canadian income Tax Return of Crane Canada Co. or Crane Supply Co. for any period or portion thereof prior to the Distribution, SpinCo shall be the Controlling Party. In the case of any Tax Contest with respect to any Joint Return not described in the preceding two sentences, the Party that would reasonably be expected to bear a greater portion of the liability for such Tax Contest (under applicable law and as allocated pursuant to this Agreement) shall be the Controlling Party. The Controlling Party of any Tax Contest concerning any Joint Return shall not settle any such Tax Contest without the prior written consent of the Non-Controlling Party (such consent not to be unreasonably withheld, conditioned or delayed). In the event of any disagreement regarding any matter described in this Section 6.3, the provisions of Article IX shall apply.

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6.4 Information Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable for Taxes or be required to make any indemnification payment to the Controlling Party under this Agreement (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Taxing Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party (including, without limitation, regarding the use of outside advisors to assist with the Tax Contest) and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; (v) the Controlling Party shall defend such Tax Contest diligently and in good faith, and (vi) the Controlling Party shall not settle any such Tax Contest without the prior written consent of the Non-Controlling Party (such consent not to be unreasonably withheld, conditioned or delayed).

6.5 Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Distributing (or such member of the Distributing Group as Distributing shall designate) any power of attorney or other similar document reasonably requested by Distributing (or such designee) in connection with any Tax Contest (as to which Distributing is the Controlling Party) described in this Article VI. Each member of the Distributing Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article VI.

ARTICLE VII

ASSISTANCE AND COOPERATION

7.1 General.

(a) Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative, or advisor of such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation:

(i) the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

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(ii) the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii) the use of the Party’s commercially reasonable efforts to obtain any documentation in connection with a Tax Matter; and

(iv) the use of the Party’s commercially reasonable efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information in connection with the filing of any Tax Returns of either Party or any member of either Party’s Group.

(b) Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

(c) The out-of-pocket costs and expenses of preparing or providing any information requested pursuant to this Article VII shall be borne by the requesting Party and shall be reimbursed to the Party bearing such expenses promptly, but in no event later than fifteen (15) days following request for such reimbursement.

7.2 Confidentiality. Any information or documents provided under this Article VII shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall a Party, or any of their respective Affiliates, be required to provide the other Party, or any of their respective Affiliates, access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that a Party determines that the provision of any information to the other Party, or their respective Affiliates, could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Article VII in a manner that avoids any such harm or consequence.

7.3 Income Tax Return Information. Each Party shall provide to the other Party information and documents relating to its Group required by the other Party to prepare Tax Returns, including, but not limited to, any pro forma returns, work papers, and reasonable access to personnel with knowledge of such information and documents, required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis. The out-of-pocket costs and expenses of preparing any information requested pursuant to this Section 7.3 shall be borne by the requesting Party.

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ARTICLE VIII

RETENTION OF RECORDS; ACCESS

8.1 Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof), and (ii) seven (7) years after the Distribution Date, the Parties shall retain records, documents, accounting data, and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Distributing Group or the SpinCo Group for any Pre-Distribution Period or Post-Distribution Period or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date when the Distributing Group proposes to destroy any Tax Records, Distributing shall first notify SpinCo in writing, and the SpinCo Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Distribution Date when the SpinCo Group proposes to destroy any Tax Records, SpinCo shall first notify Distributing in writing, and the Distributing Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying, during normal business hours upon reasonable notice, all Tax Records (including, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession. Each of the Parties shall permit the other Party and its Affiliates, authorized agents, and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice, to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

ARTICLE IX

DISPUTE RESOLUTION

9.1 Dispute Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Distributing Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Tax Advisor Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VIII of the Separation Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VIII of the Separation Agreement must be Tax Advisors.

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9.2 Injunctive Relief. Nothing in this Article IX will prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the procedures set forth in Article VIII of the Separation Agreement could result in serious and irreparable injury to such Party. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, Distributing and SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Distributing and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Article IX.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Complete Agreement. Except as otherwise expressly noted herein with respect to the Employee Matters Agreement and the Separation Agreement, this Agreement shall constitute the entire agreement among the Parties with respect to Taxes and Tax Returns of the Parties and their respective Affiliates and shall supersede all previous negotiations, commitments, course of dealings, and writings with respect to such subject matter. In the event and to the extent of any conflict between this Agreement, on the one hand, and the Separation Agreement and the other Ancillary Agreements relating to the transactions contemplated by the Separation Agreement, on the other hand, with respect to Taxes and Tax Returns (other than Employment Taxes) of the Parties and their respective Affiliates, the terms and conditions of this Agreement shall govern.

10.2 Other Agreements. Except as expressly set forth herein (including, for the avoidance of doubt, as provided in Section 10.1), this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement and the other Ancillary Agreements.

10.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

10.4 Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants, and obligations contained in this Agreement, and Liability for breach of any obligations contained herein, shall survive the Separation and Distribution and shall remain in full force and effect.

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10.5 Notices. All notices, requests, claims, demands and other communications under this Agreement as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by registered or certified mail (postage prepaid, return receipt requested), or, in case of any such communication under this Agreement other than demands for payment or requests pursuant to Section 3.7 to file an amended Tax Return or Adjustment Request, by electronic e-mail with receipt confirmed, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):

If to Crane Holdings, Co., prior to the Distribution, or Crane NXT, Co., after the Distribution:

Crane Holdings, Co. (prior to the Distribution) or Crane NXT, Co. (after the Distribution)

950 Winter Street – 4th Floor

Waltham, MA 02451

Attn: General Counsel

E-mail: paul.igoe@cranenxt.com

Attn: Vice President, Tax

E-mail: ehsan.ulhaq@cranenxt.com

If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: adiorio@craneco.com

Attn: Vice President, Tax

E-mail: spassarelli@craneco.com

10.6 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10.7 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

10.8 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to either of the Parties (including but not limited to any successor of Distributing or SpinCo succeeding to any Tax Attributes of either Party under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

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10.9 No Assignment; Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit, of the Parties and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party, which such Party may withhold in its absolute discretion, except that (a) each Party may assign any or all of its rights and interests hereunder to an Affiliate thereof and (b) each Party may assign any of its obligations hereunder to an Affiliate thereof; provided, however, that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

10.10 Payment Terms. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within fifteen (15) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

10.11 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).

10.12 Termination. Notwithstanding anything to the contrary herein, this Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Distributing, without the approval of SpinCo or the stockholders of Distributing. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

10.13 Third Party Beneficiaries. Except as specifically provided in the Separation Agreement or any Ancillary Agreement, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

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10.14 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

10.15 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

10.16 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration or court proceeding in accordance with Article VIII of the Separation Agreement without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

10.17 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17.

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10.18 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

10.19 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

10.20 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

10.21 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon either Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations, and recoveries that may arise out of Article V).

10.22 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party hereto is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

[Signature page follows. The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

CRANE HOLDINGS, CO.
By:	/s/ Christina Cristiano
Name:	Christina Cristiano
Title:	Vice President, Controller and Chief Accounting Officer
CRANE COMPANY
By:	/s/ Richard A. Maue
Name:	Richard A. Maue
Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

[Tax Matters Agreement Signature Page]

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

CRANE HOLDINGS, CO.

and

CRANE COMPANY

Dated as of

April 3, 2023

TABLE OF CONTENTS

		Page
ARTICLE I			1
DEFINITIONS			1
Section 1.1.	Definitions		1
Section 1.2.	Interpretation		9
ARTICLE II			11
ASSIGNMENT OF EMPLOYEES			11
Section 2.1.	Active Employees		11
Section 2.2.	Former Employees		12
Section 2.3.	Independent Contractors		12
Section 2.4.	Employment Law Obligations		12
Section 2.5.	Payroll and Related Taxes		13
Section 2.6.	Employee Records		13
ARTICLE III			15
EQUITY AND INCENTIVE COMPENSATION PLANS			15
Section 3.1.	Establishment of Crane Company Stock Incentive Plan		15
Section 3.2.	General Principles		15
Section 3.3.	Tax Reporting and Withholding; Payment of Option Exercise Price		17
Section 3.4.	Deferred Stock Unit Awards		19
Section 3.5.	TRSU Awards		20
Section 3.6.	PRSU Awards		21
Section 3.7.	Stock Option Awards		22
Section 3.8.	Registration; Section 16(b) of the Exchange Act		24
Section 3.9.	Compliance with Section 409A		25
Section 3.10.	Non-Equity Incentive Plans		25
Section 3.11.	“Shareholder Method” Adjusted Awards Upon Change in Control		25
Section 3.12.	Conformity with Non-U.S. Laws		26
Section 3.13.	Employment Treatment		26
ARTICLE IV			27
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES			27
Section 4.1.	General Principles		27
Section 4.2.	Service Credit		28
Section 4.3.	Plan Administration		29
ARTICLE V			30
PENSION, EXCESS AND SUPPLEMENTAL PLANS			30
Section 5.1.	General Principles		30

ii

Section 5.2.	U.S. Pension Plan	30
Section 5.3.	Non-U.S. Pension Plans	30
Section 5.4.	Non-Qualified Deferred Compensation Plans	31
ARTICLE VI		32
SAVINGS PLANS		32
Section 6.1.	U.S. Savings Plans	32
Section 6.2.	Treatment of Crane NXT, Co. Common Stock and Crane Company Common Stock	32
Section 6.3.	U.S. Transfer of Accounts	33
Section 6.4.	Non-U.S. Savings Plans	33
ARTICLE VII		34
WELFARE PLANS		34
Section 7.1.	Establishment of Crane NXT, Co. Welfare Plans	34
Section 7.2.	Transitional Matters Under Crane Company Welfare Plans	35
Section 7.3.	Continuity of Benefits, Benefit Elections and Beneficiary Designations	36
Section 7.4.	Insurance Contracts	37
Section 7.5.	Third-Party Vendors	37
Section 7.6.	Claims Experience	37
Section 7.7.	Allocation of Demutualization Proceeds	38
ARTICLE VIII		38
BENEFIT ARRANGEMENTS		38
Section 8.1.	Benefit Arrangements	38
ARTICLE IX		38
WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION		38
Section 9.1.	General Principles	38
Section 9.2.	Crossover Claims	38
Section 9.3.	Additional Details	39
ARTICLE X		39
INDIVIDUAL AGREEMENTS, SEVERANCE AND OTHER MATTERS		39
Section 10.1.	Individual Agreements	39
Section 10.2.	Severance	40
Section 10.3.	Accrued Time Off	40
Section 10.4.	Leaves of Absence	40
Section 10.5.	Collective Bargaining Agreements	41
Section 10.6.	Director Cash Fees	41
Section 10.7.	Restrictive Covenants in Employment and Other Agreements	41
Section 10.8.	Non-Solicitation	42

iii

ARTICLE XI		42
GENERAL PROVISIONS		42
Section 11.1.	Preservation of Rights to Amend	42
Section 11.2.	Confidentiality	42
Section 11.3.	Administrative Complaints/Litigation	43
Section 11.4.	Reimbursement and Indemnification	43
Section 11.5.	Costs of Compliance with Agreement	44
Section 11.6.	Fiduciary Matters	44
Section 11.7.	Entire Agreement	44
Section 11.8.	Binding Effect; No Third-Party Beneficiaries; Assignment	44
Section 11.9.	Amendment	45
Section 11.10.	Failure or Indulgence Not Waiver; Remedies Cumulative	45
Section 11.11.	Notices	45
Section 11.12.	Counterparts	45
Section 11.13.	Severability	45
Section 11.14.	Governing Law	45
Section 11.15.	Performance	46
Section 11.16.	Construction	46
Section 11.17.	Effect if Distribution Does Not Occur	46

iv

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of April 3, 2023, by and between Crane Holdings, Co., a Delaware corporation (“Crane Holdings, Co.” prior to the Distribution (as defined below), and “Crane NXT, Co.” following the Distribution), and Crane Company, a Delaware corporation and a wholly-owned subsidiary of Crane Holdings, Co. (“Crane Company”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

RECITALS

WHEREAS, Crane Company is a wholly owned subsidiary of Crane Holdings, Co.;

WHEREAS, the Board of Directors of Crane Holdings, Co. (the “Crane Holdings, Co. Board”) has determined that it would be advisable and in the best interests of Crane Holdings, Co. and its stockholders to effectuate the Distribution as described in the Separation and Distribution Agreement between Crane Holdings, Co. and Crane Company, dated as of April 3, 2023 (the “Separation Agreement”), following which Crane Holdings, Co. shall be renamed Crane NXT, Co. and Crane Company will become a separate, independent publicly traded company;

WHEREAS, the Separation Agreement provides, among other things, subject to the terms and conditions thereof, for the Distribution and for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of Crane Company and its Subsidiaries from Crane Holdings, Co.;

WHEREAS, in order to ensure an orderly transition under the Separation Agreement, it will be necessary for the Parties to allocate between them assets, liabilities and responsibilities with respect to certain employment, compensation and employee benefit matters; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation Agreement and the other Ancillary Agreements represent the integrated agreement of Crane Holdings, Co. and Crane Company relating to the separation of Crane Company and its Subsidiaries from Crane Holdings, Co. and the Distribution, are being entered into together and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Separation Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below.

“Affiliate” has the meaning set forth in the Separation Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications and changes hereto and thereto entered into in accordance with Section 11.9.

“Ancillary Agreements” has the meaning set forth in the Separation Agreement.

“Benefit Arrangement” means any contract, agreement, policy, practice, program, plan, trust or arrangement (other than any Welfare Plan, any Pension Plan or any bonus, stock-based compensation or other form of incentive compensation), providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent or beneficiary of any such Employee, including travel and accident, tuition reimbursement, vacation, sick, personal or bereavement days, and holidays.

“Business Day” has the meaning set forth in the Separation Agreement.

“Business Entity” has the meaning set forth in the Separation Agreement.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Code Section 4980B, as amended, and the regulations provided thereunder.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Confidential Information” has the meaning set forth in the Separation Agreement.

“Crane Company” has the meaning set forth in the recitals to this Agreement.

“Crane Company Adjustment Ratio” means the quotient, obtained by dividing (a) the Post-Distribution Crane Company Stock Value, by (b) the Crane Holdings, Co. Stock Value.

“Crane Company Benefit Arrangement” means any Benefit Arrangement sponsored or maintained by a member of the Crane Company Group immediately prior to the Effective Time.

“Crane Company Board” means the Board of Directors of Crane Company.

“Crane Company Common Stock” means the common stock of Crane Company, par value $1.00 per share.

“Crane Company Compensation Committee” means the Management Organization and Compensation Committee of the Crane Company Board.

“Crane Company DSU Award” means an award of deferred stock units relating to Crane Company Shares as described in Section 3.4.

“Crane Company Employee” means any individual who is employed by a member of the Crane Company Group immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved or otherwise taken in accordance with applicable Law).

2

“Crane Company Equity Compensation Awards” means (a) Crane Company DSU Awards; (b) Crane Company TRSU Awards; (c) Crane Company PRSU Awards; and (d) Crane Company Option Awards.

“Crane Company Executive Officer” means a Crane Company Employee who, immediately after the Effective Time, is an “officer” of Crane Company who is subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane Company FSA” has the meaning set forth in Section 7.3(b).

“Crane Company Group” means, collectively Crane Company and (a) each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Company immediately prior to the Effective Time (but after giving effect to the Internal Reorganization), and (b) each Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane Company after the Effective Time.

“Crane Company Independent Contractor” has the meaning set forth in Section 2.3(b).

“Crane Company Individual Agreement” has the meaning set forth in Section 10.1(a).

“Crane Company Legacy Award Holder” means the holder of one or more Crane Holdings, Co. Equity Compensation Awards under any of the Crane Holdings, Co. Stock Incentive Plans, who is a Former Crane Company Employee (or the beneficiary or assignee of a Former Crane Company Employee).

“Crane Company Non-Employee Director” means a member of the Crane Company Board (including any Crane Company Transferred Non-Employee Director) who is not a Crane Company Employee.

“Crane Company Non-U.S. Pension Plans” has the meaning set forth in Section 5.3(a).

“Crane Company Non-U.S. Savings Plans” has the meaning set forth in Section 6.4(a).

“Crane Company Option Award” means an award of options to purchase Crane Company Shares.

“Crane Company Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Pension Plan for All Eligible Employees of Crane Co.; the Crane Australia Pty Ltd Superannuation Fund; the Pension Plan for Employees of Xomox, a Division of Crane Canada Co.; the Xomox International GmbH & Co. Lindau Pension Plan; the Barksdale Control Products GmbH; the Interpoint Taiwan Corp. Retirement Benefit Plan; the Crane Pension Scheme; and the Crane Flow Saunders Pension Scheme.

“Crane Company PRSU Award” means an award of performance-based restricted stock units relating to Crane Company Shares.

“Crane Company Restoration Plan” means any benefit restoration plan sponsored or maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Crane Co. Pension Benefit Equalization Plan.

3

“Crane Company Savings Plans” means the defined contribution retirement plans sponsored and maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time, including the Crane Company U.S. Savings Plan, the Canada Group Retirement Savings Plan (RSP) and Group Deferred Profit Sharing Plan (DPSP) and the Crane Group Personal Pension Plan.

“Crane Company Share” means a share of Crane Company Common Stock.

“Crane Company Stock Incentive Plan” means the plan or plans adopted by Crane Company and approved by Crane Holdings, Co., as sole stockholder of Crane Company prior to the Distribution, including the Crane Company 2023 Stock Incentive Plan, under which the Crane Company equity-based awards described in Article III shall be issued.

“Crane Company Transferred Non-Employee Director” means each Crane Company Non-Employee Director immediately after the Effective Time, who served on the Crane Holdings, Co. Board immediately prior to the Effective Time.

“Crane Company TRSU Award” means an award of time-based restricted stock units relating to Crane Company Shares.

“Crane Company U.S. Pension Plan” means the Pension Plan for All Eligible Employees of Crane Co.

“Crane Company U.S. Savings Plan” means the Amended and Restated Crane Co. Savings and Investment Plan.

“Crane Company U.S. Savings Plan Beneficiaries” has the meaning set forth in Section 6.2(b).

“Crane Company Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Crane Company Group immediately prior to the Effective Time.

“Crane Currency SERP” means the Crane Currency Supplemental Executive Retirement Plan (formerly known as the “Crane & Co., Inc. Supplemental Executive Retirement Plan”).

“Crane Holdings, Co.” has the meaning set forth in the preamble to this Agreement; provided, however, that from and after the Effective Time, references to “Crane Holdings, Co.” shall mean “Crane NXT, Co.”

“Crane Holdings, Co. Benefit Arrangement” means any Benefit Arrangement sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time.

“Crane Holdings, Co. Board” has the meaning set forth in the recitals to this Agreement.

“Crane Holdings, Co. Common Stock” means the common stock of Crane Holdings, Co., par value $1.00 per share.

4

“Crane Holdings, Co. Compensation Committee” means the Management Organization and Compensation Committee of the Crane Holdings, Co. Board.

“Crane Holdings, Co. DSU Award” means an award of deferred stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Equity Compensation Awards” means (a) Crane Holdings, Co. DSU Awards; (b) Crane Holdings, Co. TRSU Awards; (c) Crane Holdings, Co. PRSU Awards; and (d) Crane Holdings, Co. Option Awards, collectively.

“Crane Holdings, Co. Executive Officer” means an individual who, immediately prior to the Effective Time, was an “officer” of Crane Holdings, Co. who was subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane Holdings, Co. Non-Employee Director” means a member of the Crane Holdings, Co. Board at any time prior to the Effective Time, who was not an employee of Crane Holdings, Co. or its Affiliates.

“Crane Holdings, Co. Option Award” means an option to purchase Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the Crane NXT Group immediately prior to the Effective Time, including the CPI Pension Plan; the Nippon Conlux Pension Plan; CPI Switzerland; the Crane Payment International AG; The UMC Industries Ltd Pension and Life Assurance Scheme; and the Money Controls Ltd. – Pension Scheme.

“Crane Holdings, Co. PRSU Award” means an award of performance-based restricted stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane Holdings, Co. Restoration Plan” means any benefit restoration plan sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time.

“Crane Holdings, Co. Savings Plans” means the defined contribution retirement plans sponsored and maintained by any one or more members of the Crane NXT Group immediately prior to the Effective Time, including the Crane Group Personal Pension Plan.

“Crane Holdings, Co. Share” means a share of Crane Holdings, Co. Common Stock.

“Crane Holdings, Co. Stock Incentive Plan” means any equity plan sponsored or maintained by a member of the Crane NXT Group immediately prior to the Effective Time under which a Crane Holdings, Co. Equity Compensation Award remains outstanding, including the Crane Holdings, Co. Amended and Restated 2018 Stock Incentive Plan, the Crane Holdings, Co. 2013 Stock Incentive Plan, the Crane Holdings, Co. 2009 Non-Employee Director Compensation Plan, and the Crane Holdings, Co. 2007 Non-Employee Director Compensation Plan.

5

“Crane Holdings, Co. Stock Value” means the closing price per share price of Crane Holdings, Co. Common Stock trading on the NYSE on the final trading day immediately prior to the Distribution Date.

“Crane Holdings, Co. TRSU Award” means an award of time-based restricted stock units relating to Crane Holdings, Co. Shares granted pursuant to the Crane Holdings, Co. Stock Incentive Plans that is outstanding immediately prior to the Effective Time.

“Crane NXT, Co.” has the meaning set forth in the preamble to this Agreement.

“Crane NXT, Co. Adjustment Ratio” means the quotient, obtained by dividing (a) the Crane NXT, Co. Stock Value by (b) the Crane Holdings, Co. Stock Value.

“Crane NXT, Co. Annual Bonus Plan” has the meaning set forth in Section 3.10.

“Crane NXT, Co. Board” means the Board of Directors of Crane NXT, Co.

“Crane NXT, Co. Common Stock” means the common stock of Crane NXT, Co., par value $1.00 per share.

“Crane NXT, Co. DSU Award” means a Crane Holdings, Co. DSU Award adjusted as of the Effective Time in accordance with Section 3.4(a).

“Crane NXT, Co. Employee” means any individual who is employed by a member of the Crane NXT Group immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved or otherwise taken in accordance with applicable Law).

“Crane NXT, Co. Entity” means each member of the Crane NXT Group after the Effective Time.

“Crane NXT, Co. Equity Compensation Awards” means (a) Crane NXT, Co. DSU Awards; (b) Crane NXT, Co. TRSU Awards; (c) Crane NXT, Co. PRSU Awards; and (d) Crane NXT, Co. Option Awards, collectively.

“Crane NXT, Co. Executive Officer” means a Crane NXT, Co. Employee who, immediately, after the Effective Time, is an “officer” of Crane NXT, Co. who is subject to the reporting requirements of Section 16 of the Exchange Act.

“Crane NXT, Co. FSA” has the meaning set forth in Section 7.3(b).

“Crane NXT, Co. Independent Contractor” has the meaning set forth in Section 2.3(a).

“Crane NXT, Co. Individual Agreement” has the meaning set forth in Section 10.1(b).

“Crane NXT, Co. Legacy Award Holder” means the holder of one or more Crane Holdings, Co. Equity Compensation Awards under any of the Crane Holdings, Co. Stock Incentive Plans, who is a Former Crane NXT, Co. Employee (or the beneficiary or assignee of a Former Crane NXT, Co. Employee).

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“Crane NXT, Co. Non-Employee Director” means a member of the Crane NXT, Co. Board who is not a Crane NXT, Co. Employee.

“Crane NXT, Co. Option Award” means a Crane Holdings, Co. Option adjusted as of the Effective Time in accordance with Section 3.7.

“Crane NXT, Co. PRSU Award” means a Crane Holdings, Co. PRSU Award adjusted as of the Effective Time in accordance with Section 3.6.

“Crane NXT, Co. Share” a share of Crane NXT, Co. Common Stock.

“Crane NXT, Co. Stock Value” means the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Crane NXT, Co. Common Stock trading on the NYSE on each of the first five trading days following the Distribution Date.

“Crane NXT, Co. TRSU Award” means a Crane Holdings, Co. TRSU Award adjusted as of the Effective Time in accordance with Section 3.5.

“Crane NXT, Co. U.S. Savings Plan” has the meaning set forth in Section 6.1.

“Crane NXT, Co. U.S. Savings Plan Beneficiaries” has the meaning set forth in Section 6.1.

“Crane NXT, Co. Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the Crane NXT Group as of the Effective Time.

“Crane NXT, Co. Welfare Plan Participants” has the meaning set forth in Section 7.1.

“Crane NXT Group” means, collectively, (a) Crane Holdings, Co. prior to the Effective Time, (b) each Person that is a direct or indirect Subsidiary (or minority investment) of Crane Holdings, Co. immediately prior to the Effective Time (but after giving effect to the Internal Reorganization), (c) Crane NXT, Co. as of the Effective Time, and (d) each other Person that is or becomes a direct or indirect Subsidiary (or minority investment) of Crane NXT, Co. after the Effective Time, provided in each case, that no member of the Crane Company Group shall be a member of the Crane NXT Group.

“Crossover Claim” has the meaning set forth in Section 9.2.

“Distribution” has the meaning set forth in the Separation Agreement.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Effective Time” has the meaning set forth in the Separation Agreement.

“Employee” means, as the context requires, a Crane NXT, Co. Employee, Former Crane NXT, Co. Employee, Crane Company Employee or Former Crane Company Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Executive Officer Group” has the meaning set forth in Section 3.5(a).

“Former Crane Company Employee” has the meaning set forth in Section 2.2(b).

“Former Crane NXT, Co. Employee” has the meaning set forth in Section 2.2(a).

“Internal Reorganization” has the meaning set forth in the Separation Agreement.

“IRS” means the U.S. Internal Revenue Service.

“Law” has the meaning set forth in the Separation Agreement.

“Legacy Crane Retiree Medical and Life Insurance Participants” means Crane Company Employees, Former Crane Company Employees, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees who are eligible for (or may become eligible for) retiree medical and life insurance benefits under the Legacy Crane Retiree Medical and Life Insurance Program.

“Legacy Crane Retiree Medical and Life Insurance Program” means the portion of the Crane Company Welfare Plans providing retiree medical and life insurance benefits to former eligible Employees who were employed in the Other Businesses.

“Legacy Currency Retiree Medical Participants” means Crane NXT, Co. Employees and Former Crane NXT, Co. Employees who are eligible for (or may become eligible for) retiree medical benefits under the Legacy Currency Retiree Medical Program.

“Legacy Currency Retiree Medical Program” means the portion of the Crane Company Welfare Plans providing retiree medical benefits to former eligible Employees who were employed in the P&M Technologies Business.

“NYSE” means the New York Stock Exchange.

“Other Businesses” has the meaning set forth in the Separation Agreement.

“P&M Technologies Business” has the meaning set forth in the Separation Agreement.

“Participating Crane NXT, Co. Employers” has the meaning set forth in Section 7.1.

“Participation Period” has the meaning set forth in Section 7.3(b).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Pension Plan” means a “pension plan” as defined in ERISA Section 3(2).

“Person” has the meaning set forth in the Separation Agreement.

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“Post-Distribution Crane Company Stock Value” means the simple average of the volume weighted average per share price (as determined by Bloomberg Finance L.P.) of Crane Company Common Stock trading on the NYSE on each of the first five trading days following the Distribution Date.

“Privacy Contract” means any contract entered into in connection with applicable privacy protection Laws.

“Registration Statement” has the meaning set forth in the Separation Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Separation” has the meaning set forth in the Separation Agreement.

“Separation Agreement” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” has the meaning set forth in the Separation Agreement.

“U.S.” means the United States of America.

“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, and any applicable state or local Law equivalent.

“Welfare Plan” means a “welfare plan” as defined in ERISA Section 3(1) and also means a cafeteria plan under Code Section 125 and any benefits offered thereunder, including pre-tax premium conversion benefits, a dependent care assistance program, contribution funding toward a health savings account and flex or cashable credits.

Section 1.2. Interpretation. In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;

(c) reference to any gender includes the other gender and the neuter;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) the words “shall” and “will” are used interchangeably and have the same meaning;

(f) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(g) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

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(h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Savings Time, as applicable, on the date in question;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(j) accounting terms used herein shall have the meanings historically ascribed to them by Crane Holdings, Co. and its Subsidiaries, including Crane Company for this purpose, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(k) reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(l) the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(m) the term “commercially reasonable efforts” means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Separation;

(n) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(o) reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(p) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; and any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(q) if there is any conflict between the provisions of the main body of this Agreement and the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(r) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the U.S.;

(s) the titles to Articles and headings of Sections contained in this Agreement and in any Schedule and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

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(t) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be.

ARTICLE II

ASSIGNMENT OF EMPLOYEES

Section 2.1. Active Employees.

(a) Crane NXT, Co. Employees. Except as otherwise set forth in this Agreement, all Employees who, immediately before the Effective Time, were employed in the P&M Technologies Business, will be employed by a member of the Crane NXT Group immediately after the Effective Time (including any such Employee who is not actively working as of the Effective Time as a result of a furlough, illness, injury or leave of absence approved by the human resources department of Crane Holdings, Co. or otherwise taken in accordance with applicable Law). Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation as may be necessary to reflect any required assignments and transfers of employment to achieve this result.

(b) Crane Company Employees. Except as otherwise set forth in this Agreement, all Employees who, immediately before the Effective Time, were employed in the Other Businesses, will be employed by a member of the Crane Company Group immediately after the Effective Time (including any such Employee who is not actively working as of the Effective Time as a result of a furlough, illness, injury or leave of absence approved by the human resources department of Crane Holdings, Co. or otherwise taken in accordance with applicable Law). Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation as may be necessary to reflect any required assignments and transfers of employment to achieve this result.

(c) At-Will Status. Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of any member of the Crane NXT Group or any member of the Crane Company Group to continue the employment of any Employee for any period following the date of this Agreement or the Distribution or to change the employment status of any Employee from “at will,” to the extent such employee is an “at will” employee under applicable Law.

(d) Severance. The Distribution and the continuation of the employment of Employees as contemplated by this Section 2.1 shall not be deemed an involuntary termination of employment entitling any Employee to severance payments or severance benefits.

(e) Change of Control/Change in Control. The Parties acknowledge and agree that neither the consummation of the separation, the Distribution, nor any transaction contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control” or term of similar import for purposes of any plan, policy, practice or arrangement relating to directors, Employees or consultants of any member of the Crane NXT Group or any member of the Crane Company Group.

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Section 2.2. Former Employees.

(a) Former Crane NXT, Co. Employees. For purposes of this Agreement, “Former Crane NXT, Co. Employees” means all employees who were employed in the P&M Technologies Business on their last day of employment, which was before the Distribution Date.

(b) Former Crane Company Employees. For purposes of this Agreement, “Former Crane Company Employees” means all employees who were employed in the Other Businesses on their last day of employment, which was before the Distribution Date.

Section 2.3. Independent Contractors.

(a) Crane NXT, Co. Independent Contractor. Except as otherwise set forth in this Agreement, each independent contractor who, immediately before the Effective Time, was primarily engaged in the P&M Technologies Business, as determined in the sole discretion of the management of Crane Holdings, Co., will be engaged by a member of the Crane NXT Group immediately after the Effective Time (each a “Crane NXT, Co. Independent Contractor”). The Parties will cooperate to cause the contract of any Crane NXT, Co. Independent Contractor, to be transferred or assigned to a member of the Crane NXT Group prior to the Effective Time, and to seek to have the applicable Crane NXT, Co. Independent Contractor execute such documentation, if any, as may be necessary to reflect the assignment or transfer described in this Section 2.3(a).

(b) Crane Company Independent Contractor. Except as otherwise set forth in this Agreement, each independent contractor who, immediately before the Effective Time, was primarily engaged in the Other Businesses, as determined in the sole discretion of the management of Crane Holdings, Co., will be engaged by a member of the Crane Company Group immediately after the Effective Time (each a “Crane Company Independent Contractor”). The Parties will cooperate to cause the contract of any Crane Company Independent Contractor, to be transferred or assigned to a member of the Crane Company Group prior to the Effective Time, and to seek to have the applicable Crane Company Independent Contractor execute such documentation, if any, as may be necessary to reflect the assignment or transfer described in this Section 2.3(b).

(c) For the avoidance of doubt, if an independent contractor is expected to provide services to both the Crane NXT Group and the Crane Company Group after the Effective Time, the Parties shall cooperate to ensure that separate independent contractor agreements are in place for the services to be provided to each such group after the Effective Time.

Section 2.4. Employment Law Obligations.

(a) WARN Act. From and after the Effective Time, (i) the Crane NXT Group shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of any Crane NXT, Co. Employee and (ii) the Crane Company Group shall be responsible for providing any necessary WARN notice (and meeting any similar state Law notice requirements) with respect to any termination of any Crane Company Employee.

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(b) Compliance with Employment Laws. From and after the Effective Time, (i) each member of the Crane NXT Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of its Crane NXT, Co. Employees and the treatment of any applicable Former Crane NXT, Co. Employees in respect of their former employment, and (ii) each member of the Crane Company Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related Laws and requirements relating to the employment of its Crane Company Employees and the treatment of any applicable Former Crane Company Employees in respect of their former employment.

Section 2.5. Payroll and Related Taxes. Crane NXT, Co. shall (a) be responsible for all payroll obligations, Tax withholding and reporting obligations, and associated government audit assessments; and (b) furnish a Form W-2 or similar earnings statement, in each case, for all Employees employed by a member of the Crane NXT Group with respect to the period during which they were employed by a member of the Crane NXT Group before the Effective Time and for all Crane NXT, Co. Employees following the Effective Time. Crane Company shall (a) be responsible for all payroll obligations, Tax withholding and reporting obligations, and associated government audit assessments; and (b) furnish a Form W-2 or similar earnings statement, in each case, for all Employees employed by a member of the Crane Company Group with respect to the period during which they were employed by a member of the Crane Company Group before the Effective Time and for all Crane Company Employees following the Effective Time.

Section 2.6. Employee Records.

(a) Records Relating to Crane NXT, Co. Employees and Former Crane NXT, Co. Employees. All records and data in any form relating to Crane NXT, Co. Employees and Former Crane NXT, Co. Employees shall be the property of the Crane NXT Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the Crane Company Group or (ii) covered under any employee benefit plan sponsored by any member of the Crane Company Group (to the extent that such records or data relate to such coverage) prior to the Effective Time shall be jointly owned by those members of the Crane Company Group and the Crane NXT Group.

(b) Records Relating to Crane Company Employees and Former Crane Company Employees. All records and data in any form relating to Crane Company Employees and Former Crane Company Employees shall be the property of the Crane Company Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the Crane NXT Group or (ii) covered under any employee benefit plan sponsored by any member of the Crane NXT Group (to the extent that such records or data relate to such coverage) prior to the Effective Time shall be jointly owned by those members of the Crane NXT Group and the Crane Company Group.

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(c) Sharing of Records. The Parties shall use their respective commercially reasonable efforts to provide the other Party such employee-related records and information as necessary or appropriate to carry out their respective obligations under applicable Law (including any relevant privacy protection Laws in any applicable jurisdictions or Privacy Contract), this Agreement, any other Ancillary Agreement or the Separation Agreement, and for the purposes of administering their respective employee benefit plans and policies. All information and records regarding employment, personnel and employee benefit matters of Crane NXT, Co. Employees and Former Crane NXT, Co. Employees shall be accessed, retained, held, used, copied and transmitted on and after the Effective Time by members of the Crane NXT Group in accordance with all applicable Laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. All information and records regarding employment, personnel and employee benefit matters of Crane Company Employees and Former Crane Company Employees shall be accessed, retained, held, used, copied and transmitted on and after the Effective Time by members of the Crane Company Group in accordance with all applicable Laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records.

(d) Access to Records. To the extent not inconsistent with this Agreement and any applicable privacy protection Laws or Privacy Contracts, access to such records on and after the Effective Time will be provided to members of the Crane NXT Group and members of the Crane Company Group in accordance with the Separation Agreement. In addition, notwithstanding anything in this Agreement to the contrary, the Crane NXT Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of Crane NXT, Co. Employees, Former Crane NXT, Co. Employees, and Crane NXT, Co. Independent Contractors on and after the Effective Time as permitted by any applicable privacy protection Laws or Privacy Contracts. The Crane NXT Group shall also be permitted to retain copies of all restrictive covenant agreements with any Crane Company Employee, Former Crane Company Employee, or Crane Company Independent Contractor in which any member of the Crane NXT Group has a valid business interest. In addition, the Crane Company Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of Crane Company Employees, Former Crane Company Employees, and Crane Company Independent Contractors on and after the Effective Time as permitted by any applicable privacy protection Laws or Privacy Contracts. The Crane Company Group shall also be permitted to retain copies of all restrictive covenant agreements with any Crane NXT, Co. Employee, Former Crane NXT, Co. Employee, or Crane Company Independent Contractor in which any member of the Crane Company Group has a valid business interest.

(e) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, Crane NXT, Co. and Crane Company shall (and shall cause their respective Subsidiaries to) comply with all applicable Laws, Privacy Contracts and internal policies, and shall indemnify and hold harmless each other from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, Privacy Contracts and internal policies applicable to such information.

(f) No Access to Computer Systems or Files. Except as set forth in the Separation Agreement or any Ancillary Agreement, no provision of this Agreement shall give (i) any member of the Crane NXT Group direct access to the computer systems or other files, records or databases of any member of the Crane Company Group or (ii) any member of the Crane Company Group direct access to the computer systems or other files, records or databases of any member of the Crane NXT Group, unless specifically permitted by the owner of such systems, files, records or databases.

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(g) Relation to Separation Agreement. The provisions of this Section 2.6 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information, including Section 7.5 of the Separation Agreement.

(h) Confidentiality. Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement and any other applicable agreement and applicable Law.

(i) Cooperation. Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.6 and for each Party to administer its respective benefit plans to the extent consistent with this Agreement and applicable Law, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 2.6. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

ARTICLE III

EQUITY AND INCENTIVE COMPENSATION PLANS

Section 3.1. Establishment of Crane Company Stock Incentive Plan. Prior to the Effective Time, (a) Crane Company shall establish the Crane Company Stock Incentive Plan for the benefit of eligible Crane Company Employees and Crane Company Non-Employee Directors that is substantially similar to the Crane Holdings, Co. Stock Incentive Plan and (b) Crane Holdings, Co., as the sole stockholder of Crane Company, shall approve the Crane Company Stock Incentive Plan. After the Effective Time, Crane Company may make such changes, modifications or amendments to the Crane Company Stock Incentive Plan, as may be required by applicable Law or as are necessary and appropriate to reflect the Distribution or to permit the implementation of the provisions of this Article III.

Section 3.2. General Principles.

(a) Each Crane Holdings, Co. Equity Compensation Award that is outstanding as of immediately prior to the Effective Time shall be treated as described below in this Article III; provided, however, that, prior to the Effective Time, the Crane Holdings, Co. Compensation Committee may provide for different treatment with respect to some or all of the Crane Holdings, Co. Equity Compensation Awards held by holders of awards located outside of the United States to the extent that the Crane Holdings, Co. Compensation Committee deems such treatment necessary or appropriate, including to avoid adverse tax consequences to such holders. Any such adjustments made by the Crane Holdings, Co. Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. The provisions of this Article III shall not apply unless the Distribution takes place.

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(b) As further set forth in this Article III:

(i) Any Crane Holdings, Co. Equity Compensation Award held by a Crane Holdings, Co. Executive Officer, Crane NXT, Co. Executive Officer, Crane Company Executive Officer, Crane Holdings, Co. Non-Employee Director, or Crane Company Transferred Non-Employee Director, shall be adjusted using the “shareholder method,” in which each Crane Holdings, Co. Equity Compensation Award outstanding prior to the Distribution is adjusted into a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans and a Crane Company Equity Compensation Award under the Crane Company Stock Incentive Plan.

(ii) All other Crane Holdings, Co. Equity Compensation Awards shall be adjusted using the “replacement method,” in which each Crane Holdings, Co. Equity Compensation Award outstanding prior to the Effective Time is adjusted into either a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans or a Crane Company Equity Compensation Award under the Crane Company Stock Incentive Plan, based on whether the award holder is employed by a member of the Crane NXT Group or Crane Company Group immediately after the Effective Time. All Former Crane NXT, Co. Employees and Former Crane Company Employees who still have a Crane Holdings, Co. Equity Compensation Award outstanding as of the Effective Time shall be treated the same as a Crane Company Employee, with such awards adjusted under the “replacement method” into a Crane Company Equity Compensation Award.

Notwithstanding clauses (i) or (ii) of this Section 3.2(b), if an individual is a party to an individual written agreement entered into before the Distribution Date with Crane Holdings, Co. or its Affiliates specifying a method for adjustment that differs from the general principles described above, the terms of such individual agreement shall control. In each case, regardless of the adjustment method used, the resulting awards will be adjusted in a manner intended to preserve the intrinsic value of those awards immediately before the Distribution.

(c) Each award granted prior to the Distribution under one of the Crane Holdings, Co. Stock Incentive Plans, which is adjusted in accordance with the provisions of this Article III, shall otherwise continue to retain the same terms and conditions of the original award, subject to any necessary changes to take into account that the award holder under the award is employed or affiliated with a new employer or plan sponsor, if applicable.

(d) Subject to Section 3.13, following the Distribution, an award holder who has outstanding Crane NXT, Co. Equity Compensation Awards and/or Crane Company Equity Compensation Awards shall be considered to have been employed since the original award grant date by the holder’s employer immediately after the Effective Time for purposes of (i) continued vesting and (ii) determining the date of termination of employment as it applies to any such award.

(e) No award described in this Article III, whether outstanding or to be issued, adjusted, substituted or cancelled by reason of or in connection with the Distribution, shall be adjusted, settled, cancelled, or exercisable until, in the judgment of the administrator of the applicable plan or program, such action is consistent with all applicable Law, including federal securities Laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable in accordance with the preceding sentence.

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(f) Following the Distribution Date, (i) if any Crane NXT, Co. Equity Compensation Award shall fail to become vested or fail to be exercised prior to the applicable expiration date, such Crane NXT, Co. Equity Compensation Award shall be forfeited to Crane NXT, Co. and (ii) if any Crane Company Equity Compensation Award shall fail to become vested or fail to be exercised prior to the applicable expiration date, such Crane Company Equity Compensation Award shall be forfeited to Crane Company.

(g) Except as otherwise expressly provided in this Article III, from and after the Distribution Date, (i) Crane Company shall have sole responsibility for the administration of the Crane Company Stock Incentive Plan and the settlement of the Crane Company Equity Compensation Awards, and no member of the Crane NXT Group shall have any liability or responsibility therefor, and (ii) the appropriate member of the Crane NXT Group shall have sole responsibility for the administration of the Crane Holdings, Co. Stock Incentive Plans and the settlement of the Crane NXT, Co. Equity Compensation Awards, and no member of the Crane Company Group shall have any liability or responsibility therefor. Notwithstanding the foregoing, Crane Company and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the Crane Holdings, Co. Stock Incentive Plans with respect to Crane NXT, Co. Equity Compensation Awards held by Crane Company Employees, and Crane NXT, Co. and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the Crane Company Stock Incentive Plan with respect to Crane Company Equity Compensation Awards held by Crane NXT, Co. Employees. Similarly, Crane Company and its designees shall have exclusive authority and discretion with respect to all service-related determinations or decisions required or permitted to be made by the applicable sponsor or administrator under the terms of the Crane Holdings, Co. Stock Incentive Plans with respect to Crane NXT, Co. DSU Awards which will be settled upon a separation from service from the Crane Company Board in accordance with Section 3.4(b)(iii), and Crane NXT, Co. and its designees shall have exclusive authority and discretion with respect to all service-related determinations or decisions required or permitted to be made by the applicable sponsor or administrator under the terms of the Crane Company Stock Incentive Plan with respect to Crane Company DSU Awards which will be settled upon a separation from service from the Crane NXT, Co. Board in accordance with Section 3.4(b)(i). Notwithstanding anything else to the contrary in this Agreement, Crane NXT, Co. and Crane Company agree to administer the Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards, respectively, in accordance with any determination or decision made by the other Party in accordance with this Section 3.2(g) upon reasonable notice of such determination or decision.

Section 3.3. Tax Reporting and Withholding; Payment of Option Exercise Price; Settlement.

(a) Tax Reporting and Withholding. With respect to all Crane Holdings, Co. Equity Compensation Awards that are adjusted in connection with the Distribution pursuant to this Article III:

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(i) Crane Company (or one or more members of the Crane Company Group, as designated by Crane Company) shall be responsible for (i) the satisfaction of applicable tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards or Crane Company Equity Compensation Awards) held by Crane Company Legacy Award Holders, Crane NXT, Co. Legacy Award Holders, Crane Company Employees, and Crane Company Transferred Non-Employee Directors (if not also serving as of the Effective Time as a Crane NXT., Co. Non-Employee Director) and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards, to the extent applicable.

(ii) Crane NXT, Co. (or one or more members of the Crane NXT Group, as designated by Crane NXT, Co.) shall be responsible for (i) the satisfaction of applicable tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards or Crane Company Equity Compensation Awards) held by Crane NXT, Co. Employees, and (other than as provided in Section 3.3(a)(i) with respect to Crane Company Transferred Non-Employee Directors) Crane Holdings, Co. Non-Employee Directors and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards, to the extent applicable.

(b) Payment of Option Exercise Price. Upon the exercise of a Crane NXT, Co. Option Award or a Crane Company Option Award, the exercise price of such stock option will be remitted in cash by the option administrator to the issuer of the option (the appropriate member of the Crane NXT Group or the Crane Company Group, as applicable) and the applicable withholding taxes of such stock option will be remitted in cash by the option administrator to the entity (the appropriate member of the Crane NXT Group or the Crane Company Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to the option pursuant to this Section 3.3. To the extent necessary to provide the withholding amount in cash to the entity responsible for payroll taxes, withholding, and reporting (e.g., in the case of share withholding), the issuer of the applicable award will provide the withholding amount in cash. Notwithstanding the foregoing, the method of remittance of the exercise price of any stock option or any applicable withholding taxes may vary for legal or administrative reasons.

(c) Settlement. Except as otherwise provided in Article III, after the Distribution Date, Crane NXT, Co. Equity Compensation Awards, regardless of by whom held, shall be settled by Crane NXT, Co.; Crane Company Equity Compensation Awards, regardless of by whom held, shall be settled by Crane Company.

(d) Cooperation. Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of Section 3.3, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 3.3. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, any Crane Company Equity Compensation Awards, or Crane NXT, Co. Equity Compensation Awards held by their respective employees and directors, including for purposes of vesting, exercise, payment, settlement and withholding and reporting requirements. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

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Section 3.4. Deferred Stock Unit Awards.

(a) Adjustments. Each Crane Holdings, Co. DSU Award that is outstanding, whether vested or unvested, immediately prior to the Effective Time shall be converted, as of the Effective Time, into a Crane NXT, Co. DSU Award and a Crane Company DSU Award and each award shall, except as otherwise provided in this Section 3.4, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. DSU Award prior to the Effective Time. From and after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. DSU Award shall be the same as were underlying the Crane Holdings, Co. DSU Award immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company DSU Award shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. DSU Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company DSU Award immediately after the Distribution shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. DSU Award immediately after the Distribution.

(b) Settlement. Following the Effective Time, the timing of settlement of the awards shall be determined as follows:

(i) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a current or former Crane Holdings, Co. Non-Employee Director who does not serve on either the Crane NXT, Co. Board or the Crane Company Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service with the Crane Holdings, Co. Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

(ii) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a Crane Holdings, Co. Non-Employee Director who continues to serve on the Crane NXT, Co. Board immediately following the Effective Time (regardless of whether such individual also serves on the Crane Company Board immediately following the Effective Time) shall be settled upon or following the holder’s separation from service with the Crane NXT, Co. Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

(iii) Each Crane NXT, Co. DSU Award and Crane Company DSU Award held by a Crane Company Transferred Non-Employee Director who does not serve on the Crane NXT, Co. Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service from the Crane Company Board, at such dates and times as were applicable immediately before the Effective Time (and subject to any post-Distribution Date changes to the settlement date as permitted by the terms of the applicable Crane Holdings, Co. Stock Incentive Plan and/or Crane Company Stock Incentive Plan and the requirements of Section 409A of the Code).

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(c) Separation from Service. For the avoidance of doubt, the Distribution shall not in and of itself result in a separation of service triggering the settlement of a Crane Holdings, Co. DSU Award (or Crane NXT, Co. DSU Award or Crane Company DSU Award).

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, any unvested Crane NXT, Co. DSU Awards and Crane Company DSU Awards will remain subject to the same vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be (i) service on the Crane NXT, Co. Board, for each Crane Holdings, Co. Non-Employee Director who continues to serve on the Crane NXT, Co. Board immediately following the Effective Time (regardless of whether such individual is also a Crane Company Transferred Non-Employee Director) or (ii) service on the Crane Company Board, for each Crane Company Transferred Non-Employee Director (who is not also a Crane NXT, Co. Non-Employee Director).

Section 3.5. TRSU Awards. Each Crane Holdings, Co. TRSU Award that is outstanding and unvested as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a Crane Holdings, Co. Executive Officer, Crane NXT, Co. Executive Officer, or Crane Company Executive Officer (collectively, the “Executive Officer Group”) shall be converted, as of the Effective Time, into a Crane NXT, Co. TRSU Award and a Crane Company TRSU Award and shall, except as otherwise provided in this Section 3.5(a), be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award immediately prior to the Effective Time. Immediately after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. TRSU Award shall be the same as were underlying the Crane Holdings, Co. TRSU Award immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company TRSU Award shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. TRSU Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company TRSU Award immediately after the Distribution shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. TRSU Award immediately after the Distribution.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. TRSU Award and shall, except as otherwise provided in this Section 3.5, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. TRSU Award shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. TRSU Award immediately prior to the Effective Time divided by (ii) the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole share.

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(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company TRSU Award and shall, except as otherwise provided in this Section 3.5, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. TRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane Company Shares subject to the Crane Company TRSU Award shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. TRSU Award immediately prior to the Effective Time divided by (ii) the Crane Company Adjustment Ratio, rounded up to the nearest whole share.

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, the unvested portion of any Crane NXT, Co. TRSU Award and Crane Company TRSU Award will remain subject to the same vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution.

Section 3.6. PRSU Awards. Each Crane Holdings, Co. PRSU Award that is outstanding and unvested as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. PRSU Award and a Crane Company PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award immediately prior to the Effective Time. Immediately after the Effective Time: (i) the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. PRSU Award, assuming target performance, shall be the same as were underlying the Crane Holdings, Co. PRSU Award, assuming target performance, immediately before the Distribution; and (ii) the number of Crane Company Shares subject to the Crane Company PRSU Award, assuming target performance, shall be equal to the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares underlying the Crane Holdings, Co. PRSU Award, assuming target performance, been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares underlying the Crane Company PRSU Award, assuming target performance, immediately after the Distribution, shall be the same as the number of Crane NXT, Co. Shares underlying the Crane NXT, Co. PRSU Award, assuming target performance, immediately after the Distribution.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane NXT, Co. Shares underlying such Crane NXT, Co. PRSU Award, assuming target performance, shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. PRSU Award immediately prior to the Effective Time divided by (ii) the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole share

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(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company PRSU Award and shall, except as otherwise provided in this Section 3.6, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. PRSU Award prior to the Effective Time. Immediately after the Effective Time, the number of Crane Company Shares subject to the Crane Company PRSU Award, assuming target performance, shall be equal to (i) the number of Crane Holdings, Co. Shares subject to the Crane Holdings, Co. PRSU Award immediately prior to the Effective Time divided by (ii) the Crane Company Adjustment Ratio, rounded up to the nearest whole share.

(d) Service for Vesting. Notwithstanding anything to the contrary contained herein, following the Effective Time, each Crane NXT, Co. PRSU Award and Crane Company PRSU Award will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution.

(e) Adjustments to Performance Goals. Prior to the Distribution, the Crane Holdings, Co. PRSU Awards became earned based on Crane Holdings, Co.’s relative total shareholder return performance over a specified three-year performance period against the companies comprising the S&P Midcap 400 Capital Goods Group. The Crane NXT, Co. PRSU Awards and the Crane Company PRSU Awards, whether resulting from adjustments by the shareholder method or the replacement method, shall remain subject to the same relative total shareholder return goals over the same performance period against the same peer group, but adjusted to apply as if each of Crane NXT, Co. and Crane Company had been separate companies over the entire performance period by adjusting the base-line share price of Crane Holdings, Co. Common Stock as of the beginning of the applicable performance period, as well as any dividends paid and deemed reinvested before the Effective Time, by the Crane NXT, Co. Adjustment Ratio for the Crane NXT, Co. PRSU Awards, and by the Crane Company Adjustment Ratio for the Crane Company PRSU Awards.

Section 3.7. Stock Option Awards. Each Crane Holdings, Co. Option Award that is outstanding, whether vested or unvested, as of immediately prior to the Effective Time shall be treated as follows:

(a) Executive Officer Group. Each award held by a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. Option Award and a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

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(i) The number of Crane NXT, Co. Shares underlying such Crane NXT, Co. Option Award shall be equal to the number of Crane Holdings, Co. Shares underlying the corresponding Crane Holdings, Co. Option Award immediately before the Effective Time. The per share exercise price of such Crane NXT, Co. Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole cent.

(ii) The number of Crane Company Shares subject to the Crane Company Option Award shall equal the number of Crane Company Shares that would have been received in the Distribution had the Crane Holdings, Co. Shares subject to the Crane Holdings, Co. Option Award been issued and outstanding immediately before the Distribution. For example, if the Distribution results in one Crane Company Share issued for each Crane Holdings, Co. Share, the number of Crane Company Shares subject to the Crane Company Option Award immediately after the Distribution shall be the same as the number of Crane Holdings, Co. Shares subject to the Crane NXT, Co. Option Award immediately after the Distribution. The per share exercise price of such Crane Company Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane Company Adjustment Ratio, rounded up to the nearest whole cent.

(b) Other Crane NXT, Co. Employees. Each award held by a Crane NXT, Co. Employee who is not a member of the Executive Officer Group shall be converted, as of the Effective Time, into a Crane NXT, Co. Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

(i) The number of Crane NXT, Co. Shares underlying such Crane NXT, Co. Option Award shall be equal to the number of Crane Holdings, Co. Shares subject to the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time divided by the Crane NXT, Co. Adjustment Ratio, rounded down to the nearest whole share; and

(ii) The per share exercise price of such Crane NXT, Co. Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane NXT, Co. Adjustment Ratio, rounded up to the nearest whole cent.

(c) Other Crane Company Employees and Former Employees. Each award held by (i) a Crane Company Employee who is not a member of the Executive Officer Group, (ii) a Crane Company Legacy Award Holder, or (iii) a Crane NXT, Co. Legacy Award Holder, shall be converted, as of the Effective Time, into a Crane Company Option Award and shall, except as otherwise provided in this Section 3.7, be subject to the same terms and conditions after the Effective Time as were applicable to such Crane Holdings, Co. Option Award immediately prior to the Effective Time. Immediately after the Effective Time:

(i) The number of Crane Company Shares underlying such Crane Company Option Award shall be equal to the number of Crane Holdings, Co. Shares subject to the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time divided by the Crane Company Adjustment Ratio, rounded down to the nearest whole share; and

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(ii) The per share exercise price of such Crane Company Option Award shall be equal to the per share exercise price of the corresponding Crane Holdings, Co. Option Award immediately prior to the Effective Time multiplied by the Crane Company Adjustment Ratio, rounded up to the nearest whole cent.

(d) Service for Vesting and Post-Employment Exercise Periods. Notwithstanding anything to the contrary contained herein, following the Effective Time, each Crane NXT, Co. Option Award and Crane Company Option Award will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the award holder’s employer immediately following the Distribution. Subject to Section 3.2(g), any post-employment exercise period for any such option shall be determined based on the terms of the original Crane Holdings, Co. Option Award, provided that the relevant termination of employment for such purpose shall be the termination of employment from the individual’s post-Distribution employer.

Section 3.8. Registration; Section 16(b) of the Exchange Act.

(a) Crane Company agrees to file a registration statement on Form S-8 (and, solely with respect to Crane Company Equity Compensation Awards for which the underlying Crane Company Shares are not eligible for registration on Form S-8, a registration statement on Form S-3 or Form S-1) with respect to, and to cause to be registered pursuant to the Securities Act, the Crane Company Shares authorized for issuance under the Crane Company Stock Incentive Plan, as required pursuant to the Securities Act, not later than the Distribution Date and in any event before the date of issuance of any Crane Company Shares pursuant to the Crane Company Stock Incentive Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 3.8(a).

(b) Crane Company agrees to file a registration statement on Form S-8 with respect to, and to cause to be registered pursuant to the Securities Act, the Crane Company Shares for purchase under the Crane Company U.S. Savings Plan, as required pursuant to the Securities Act, not later than the Distribution Date and in any event before the date of purchase of any Crane Company Shares pursuant to the Crane Company U.S. Savings Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 3.8(b).

(c) By approving the adoption of this Agreement, the Crane Holdings, Co. Board and Crane Company Board intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and executive officers of each of Crane Holdings, Co. and Crane Company, and the respective boards of directors of Crane Holdings, Co. and Crane Company also intend to expressly approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable equity incentive plan and award agreement.

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Section 3.9. Compliance with Section 409A. All adjustments to Crane Holdings, Co. Equity Compensation Awards made under this Article III are intended to be made in a manner consistent with the requirements of Section 409A of the Code in order to avoid accelerated recognition of income or additional taxes under Section 409A of the Code, including for adjustment to Crane Holdings, Co. Option Awards, the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). Notwithstanding the foregoing, the Parties do not guarantee the tax treatment of any Crane Holdings, Co. Equity Compensation Awards, Crane NXT, Co. Equity Compensation Awards, or Crane Company Equity Compensation Awards, and shall have no liability with respect to any equity award holder with respect thereto.

Section 3.10. Non-Equity Incentive Plans.

(a) No later than immediately prior to the Effective Time, (i) Crane Company shall assume sponsorship of the current Crane Holdings, Co. 2011 Annual Incentive Plan, and (ii) Crane NXT, Co. shall, or shall cause another member of the Crane NXT Group to, take commercially reasonable steps to adopt or have in place a plan (or plans) that will provide annual bonus or short-term cash incentive opportunities for Crane NXT, Co. Employees that are substantially similar to the opportunities provided immediately prior to the Effective Time (the “Crane NXT, Co. Annual Bonus Plan”), subject to Crane NXT, Co.’s right to amend or terminate such plan after the Distribution Date in accordance with the terms thereof.

(b) For the avoidance of doubt, (i) the Crane NXT Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual or short-term cash incentive awards that any Crane NXT, Co. Employee or Former Crane NXT, Co. Employee is eligible to receive under any Crane NXT Group annual bonus plans and other short-term incentive compensation plans, including the Crane NXT, Co. Annual Bonus Plan, with respect to payments made on or after the Effective Time, and no member of the Crane Company Group shall have any obligations with respect thereto, and (ii) the Crane Company Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual cash incentive awards that any Crane Company Employee or Former Crane Company Employee is eligible to receive under any Crane Company Group annual bonus and other short-term incentive compensation plans, including the Crane Holdings, Co. 2011 Annual Incentive Plan (as assumed by Crane Company), with respect to payments made on or after the Effective Time, and no member of the Crane NXT Group shall have any obligations with respect thereto.

Section 3.11. “Shareholder Method” Adjusted Awards Upon Change in Control.

(a) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Crane NXT, Co., then:

(i) as to each Crane NXT, Co. Employee who is a member of the Executive Officer Group, to the extent Crane NXT, Co. determines to accelerate the vesting and/or exercisability of a Crane NXT, Co. Equity Compensation Award, the same treatment shall apply to the corresponding Crane Company Equity Compensation Award that the individual received as part of the “shareholder method” adjustment to the applicable original Crane Holdings, Co. Equity Compensation Award upon the Distribution, and

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(ii) as to each Crane Company Employee who is a member of the Executive Officer Group, each Crane NXT, Co. Equity Compensation Award shall fully vest upon the change in control (and, to the extent applicable, become exercisable in connection with the change in control).

(b) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Crane Company, then:

(i) as to each Crane Company Employee who is a member of the Executive Officer Group, to the extent Crane Company determines to accelerate the vesting and/or exercisability of a Crane Company Equity Compensation Award, the same treatment shall apply to the corresponding Crane NXT, Co. Equity Compensation Award that the individual received as part of the “shareholder method” adjustment to the applicable original Crane Holdings, Co. Equity Compensation Award upon the Distribution, and

(ii) as to each Crane NXT, Co. Employee who is a member of the Executive Officer Group, each Crane Company Equity Compensation Award shall fully vest upon the change in control (and, to the extent applicable, become exercisable in connection with the change in control).

(c) Notwithstanding the foregoing, this Section 3.11 will not apply to the extent that it would cause adverse tax consequences under Code Section 409A. For the avoidance of doubt, this Section 3.11 shall not apply to new awards granted under the Crane Holdings, Co. Stock Incentive Plans or Crane Company Stock Incentive Plan after the Distribution Date.

(d) For purposes of this Section 3.11, the same principles will apply to the Crane NXT, Co. DSU Awards and Crane Company DSU Awards held by Crane NXT, Co. Non-Employee Directors and Crane Company Non-Employee Directors.

Section 3.12. Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article III (or any equity award described herein) do not conform with applicable non-U.S. Laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article III may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article III to awards subject to non-U.S. Laws.

Section 3.13. Employment Treatment.

(a) Continuous employment with the Crane Company Group and the Crane NXT Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the Crane Company Equity Compensation Awards and the Crane NXT, Co. Equity Compensation Awards. However, in the event that a Crane Company Employee terminates employment after the Distribution Date and becomes employed by the Crane NXT Group, for purposes of Article III, the Crane Company Employee will be deemed terminated and the terms and conditions of the Crane Holdings, Co. Stock Incentive Plan or Crane Company Stock incentive Plan, as applicable, under which grants were made will apply. Similarly, in the event that a Crane NXT, Co. Employee terminates

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employment after the Distribution Date and becomes employed by the Crane Company Group, for purposes of Article III, the Crane NXT, Co. Employee will be deemed terminated and the terms and conditions of the applicable incentive plan under which grants were made will apply. The same principles will apply to a Crane NXT, Co. Non-Employee Director or Crane Company Non-Employee Director who ceases to provide services to the applicable entity after the Distribution Date.

(b) If, after the Distribution Date, Crane NXT, Co. or Crane Company identifies an administrative error in the individuals identified as holding Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards, the number of such awards so held, the vesting level of such awards, or any other similar error, Crane NXT, Co. and Crane Company will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Crane NXT, Co. and Crane Company in the position in which they would have been had the error not occurred.

ARTICLE IV

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 4.1. General Principles.

(a) (i) Except as otherwise provided in this Agreement, each member of the Crane NXT Group and each member of the Crane Company Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements by all Crane Company Employees and Former Crane Company Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of 11:59 p.m. on the day before the Distribution Date), and each member of the Crane Company Group shall cease to be a participating employer under the terms of such Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements as of such time.

(ii) Except as otherwise provided in this Agreement, each member of the Crane Company Group and each member of the Crane NXT Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements by all Crane NXT, Co. Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of 11:59 p.m. on the day before the Distribution Date), and each member of the Crane NXT Group shall cease to be a participating employer under the terms of such Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements as of such time.

(iii) Except as otherwise provided in this Agreement, (A) one or more members of the Crane Company Group (as designated by Crane Company) shall continue to be responsible for or assume, as of the Effective Time, all employee benefits liabilities for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees, and any assets relating to such employee benefits for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees shall be

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transferred to or continue to be held by one or more members of the Crane Company Group (as designated by Crane Company); and (B) one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.) shall continue to be responsible for or assume, as of the Effective Time, all employee benefits liabilities for Crane NXT, Co. Employees, and any assets relating to such employee benefits for Crane NXT, Co. Employees shall be transferred to or continue to be held by one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.).

(b) Except as otherwise provided in this Agreement, as of the Effective Time, no member of the Crane NXT Group shall have any further liability for, and Crane Company shall indemnify each member of the Crane NXT Group, and the officers, directors, and employees of each member of the Crane NXT Group, and hold them harmless with respect to any and all liabilities and obligations whatsoever with respect to, claims made by or with respect to any Crane Company Employees or Former Crane Company Employees in connection with any employee compensation or benefit plan, program, policy, or agreement (including the Crane Company Individual Agreements and any agreements with Crane Company Independent Contractors) not otherwise retained or assumed by any member of the Crane NXT Group pursuant to this Agreement, including such liabilities relating to actions or omissions of or by any member of the Crane Company Group or any officer, director, employee or agent thereof prior to the Effective Time.

(c) Except as otherwise provided in this Agreement, as of the Effective Time, no member of the Crane Company Group shall have any further liability for, and Crane NXT, Co. shall indemnify each member of the Crane Company Group, and the officers, directors and employees of each member of the Crane Company Group, and hold them harmless with respect to any and all liabilities and obligations whatsoever with respect to, claims made by or with respect to any Crane NXT, Co. Employees or Former Crane NXT, Co. Employees in connection with any employee compensation or benefit plan, program, policy, or agreement (including the Crane NXT, Co. Individual Agreements and any agreements with Crane NXT, Co. Independent Contractors) not otherwise retained or assumed by any member of the Crane Company Group pursuant to this Agreement, including such liabilities relating to action or omissions of or by any member of the Crane NXT Group or any officer, director, employee or agent thereof prior to the Effective Time.

Section 4.2. Service Credit.

(a) Service for Eligibility and Vesting Purposes. Except as otherwise provided in this Agreement, (i) for purposes of eligibility and vesting under the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane Holdings, Co. Benefit Arrangements and Crane NXT, Co. Welfare Plans, Crane Holdings, Co. shall, and shall cause each member of the Crane NXT Group to, credit each Crane NXT, Co. Employee with service for any period of employment with any member of the Crane Company Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane NXT Group and (ii) for purposes of eligibility and vesting under the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Benefit Arrangements and Crane Company Welfare Plans, Crane Company shall, and shall cause each member of the Crane Company Group to, credit each Crane Company Employee with service for any period of employment with any member of the Crane NXT Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane Company Group.

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(b) Service for Benefit Purposes. Except as otherwise provided in this Agreement, and except to the extent the following would result in a duplication of benefits, (i) for purposes of benefit levels and accruals and benefit commencement entitlements under the Crane Holdings, Co. Pension Plans, Crane Holdings, Co. Savings Plans, Crane NXT, Co. Welfare Plans and Crane Holdings, Co. Benefit Arrangements, Crane Holdings, Co. shall, and shall cause each member of the Crane NXT Group to, credit each Crane NXT, Co. Employee with service for any period of employment with any member of the Crane Company Group prior to the Effective Time to the same extent that such service is taken into account pursuant to the terms of the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements, and (ii) for purposes of benefit levels and accruals and benefit commencement entitlements under the Crane Company Pension Plans, Crane Company Savings Plans, Crane Company Welfare Plans and Crane Company Benefit Arrangements, Crane Company shall, and shall cause each member of the Crane Company Group to, credit each Crane Company Employee with service for any period of employment with any member of the Crane NXT Group prior to the Effective Time to the same extent such service would be credited if it had been performed for a member of the Crane Company Group.

(c) Evidence of Prior Service. Notwithstanding anything in this Agreement to the contrary, but subject to applicable Law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records available to the first Party to document such service, plan participation and membership of such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Section 4.3. Plan Administration.

(a) Transition Services. The Parties acknowledge that the Crane NXT Group or the Crane Company Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of an applicable transition services agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy Laws) in connection with such transition services agreement.

(b) Administration. Crane Company shall use its best efforts to, and shall cause each member of the Crane Company Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the Crane NXT Group. Crane Holdings, Co. shall use its best efforts to, and shall cause each member of the Crane NXT Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the Crane Company Group.

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(c) Participant Elections and Beneficiary Designations. All participant elections and beneficiary designations made under any plan sponsored by a member of the Crane NXT Group or Crane Company Group prior to the effective date as of which assets or liabilities relating to that plan are transferred or allocated to a member of the Crane Company Group or Crane NXT Group, as applicable, shall continue in effect under any plan maintained by any member of the Crane Company Group or Crane NXT Group, as applicable, to which liabilities are transferred or allocated pursuant to this Agreement until such time as any applicable participant changes his elections or beneficiary designations in accordance with the procedures of the relevant plan, as the case may be, including deferral, investment, and payment form elections, dividend elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders.

ARTICLE V

PENSION, EXCESS AND SUPPLEMENTAL PLANS

Section 5.1. General Principles. The Crane Company Pension Plans shall continue to be maintained and sponsored by one or more members of the Crane Company Group on and after the Effective Time, and the Crane Holdings, Co. Pension Plans shall continue to be maintained and sponsored by one or more members of the Crane NXT Group on and after the Effective Time. The Crane NXT Group and the Crane Company Group shall each be responsible for the funding of their respective pension plans on and after the Effective Time.

Section 5.2. U.S. Pension Plan.

(a) Crane Company shall retain all liabilities and obligations under the Crane Company U.S. Pension Plan in respect of benefits accrued thereunder. No assets or liabilities of the Crane Company U.S. Pension Plan shall be transferred to any tax-qualified retirement plan established or maintained by Crane Holdings, Co. or any member of the Crane NXT Group.

(b) Each Crane Holdings, Co. Employee, shall be treated as terminating employment with Crane Company and the Crane Company Group as of the Effective Time for purposes of the Crane Company U.S. Pension Plan; provided, however, that Crane Company or its duly authorized delegate shall amend the Crane Company U.S. Pension Plan prior to the Effective Time as necessary to ensure that (i) each Crane Holdings, Co. Employee is 100% vested in their accrued benefits under the Crane Company U.S. Pension Plan as of the Effective Time; and (ii) until the Effective Time, Crane Holdings, Co. Employees shall be given credit for service with the Crane Company Group for purposes of eligibility for retirement.

Section 5.3. Non-U.S. Pension Plans.

(a) Crane Company Non-U.S. Pension Plans. Participation in, and the allocation of liabilities under, the Crane Company Pension Plans other than the Crane Company U.S. Pension Plan (the “Crane Company Non-U.S. Pension Plans”) generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Company Non-U.S. Pension Plans required in connection with the Distribution are in accordance with all applicable Laws.

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(b) Crane Holdings, Co. Pension Plans. Participation in, and the allocation of liabilities under, the Crane Holdings, Co. Pension Plans generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Holdings, Co. Pension Plans required in connection with the Distribution are in accordance with all applicable Laws.

(c) Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article V (or any benefit plan described herein) do not conform with applicable non-U.S. Laws, such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article V may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article V to plans subject to non-U.S. Laws.

Section 5.4. Non-Qualified Deferred Compensation Plans.

(a) Crane Currency SERP. Crane NXT, Co. shall retain all liabilities and obligations under the Crane Currency SERP in respect of all benefits thereunder for all participants and their respective beneficiaries. The parties shall cooperate to ensure that any rabbi trust providing informal funding for the Crane Currency SERP shall be a rabbi trust of the Crane NXT Group as of the Distribution Date.

(b) Restoration Plans. Crane Company shall retain all liabilities and obligations under the Crane Company Restoration Plan in respect of all benefits thereunder for Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees. On or prior to the Effective Time, Crane Holdings, Co. shall establish the Crane Holdings, Co. Restoration Plan. The liabilities attributable to Crane NXT, Co. Employees in the Crane Company Restoration Plan shall be assumed by a member of the Crane NXT Group, which sponsors the Crane Holdings, Co. Restoration Plan, as of the Effective Time. Each member of the Crane NXT Group shall cease to be a participating employer in the Crane Company Restoration Plan, and the Crane NXT, Co. Employees shall no longer participate in the Crane Company Restoration Plan, each as of the Effective Time, unless any such Crane Holdings, Co. Employee shall become employed by any member of the Crane Company Group after such date and such member participates in the Crane Company Restoration Plan and such employee is eligible for participation therein.

(c) Director Retirement Plan. Crane Company shall retain all liabilities and obligations under the Crane Co. Retirement Plan for Non-Employee Directors in respect of all benefits thereunder for all participants and their respective beneficiaries.

(d) Liability and Responsibility. Crane Company shall have sole responsibility for the administration of the Crane Company Restoration Plan and the payment of benefits thereunder to or on behalf of Crane Company Employees, Former Crane Company Employees, and Former Crane NXT, Co. Employees, and no member of the Crane NXT Group shall have any liability or responsibility therefor. Crane NXT, Co. shall have sole responsibility for the administration of the Crane Currency SERP and the Crane Holdings, Co. Restoration Plan and the payment of benefits thereunder to or on behalf of Crane NXT, Co. Employees, and no member of the Crane Company Group shall have any liability or responsibility therefor.

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ARTICLE VI

SAVINGS PLANS

Section 6.1. U.S. Savings Plans. Prior to the Distribution Date, Crane Holdings, Co. will establish and adopt a qualified employee cash or deferred arrangement under Code Section 401(k) (the “Crane NXT, Co. U.S. Savings Plan”) intended to be qualified under Code Section 401(a) and containing provisions that will provide, among other things, benefits for each Employee who, immediately prior to the Distribution Date, is a participant with an account balance in the Crane Company U.S. Savings Plan and employed in the P&M Technologies Business (the “Crane NXT, Co. U.S. Savings Plan Beneficiaries”) identical (except as provided in this Article VI) to those in effect under the Crane Company U.S. Savings Plan immediately prior to the Distribution Date. From and after the Distribution Date, each Crane NXT, Co. Employee who was an active participant in the Crane Company U.S. Savings Plan immediately prior to the Distribution Date shall participate in the Crane NXT, Co. U.S. Savings Plan. Crane NXT, Co. Employees shall not make or receive additional contributions under the Crane Company U.S. Savings Plan for compensation earned on and after the Distribution Date, unless any such Crane NXT, Co. Employee shall become employed by any member of the Crane Company Group after such date and such member participates in the Crane Company U.S. Savings Plan in accordance with the terms and provisions of the Crane Company U.S. Savings Plan. A Crane Company Employee, Former Crane Company Employee or Former Crane NXT, Co. Employee shall not make or receive contributions under the Crane NXT, Co. U.S. Savings Plan unless any such Crane Company Employee, Former Crane Company Employee or Former Crane NXT, Co. Employee shall become employed by any member of the Crane NXT Group after the Distribution Date and such member participates in the Crane NXT, Co. U.S. Savings Plan in accordance with the terms and provisions of the Crane NXT, Co. U.S. Savings Plan. In the event a participant (or the alternate payee or beneficiary of a participant) has a remaining account balance in the Crane Company U.S. Savings Plan immediately prior to the Distribution Date and it cannot be determined whether such participant (or the alternate payee or beneficiary of such participant) is a Former Crane Company Employee or a Former Crane NXT, Co. Employee, such participant (or the alternate payee or beneficiary of such participant) shall be deemed to be a Former Crane Company Employee for purposes of this Article VI.

Section 6.2. Treatment of Crane NXT, Co. Common Stock and Crane Company Common Stock.

(a) Crane NXT, Co. U.S. Savings Plan. The Crane NXT, Co. U.S. Savings Plan will provide as of the Distribution Date: (i) for the establishment of a Crane NXT, Co. Common Stock fund and a Crane Company Common Stock fund; (ii) that the Crane NXT, Co. Common Stock fund shall receive and hold all shares of Crane NXT, Co. Common Stock to be distributed in the Distribution on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries; (iii) that the Crane Company Common Stock fund shall receive and hold all shares of Crane Company Common Stock to be distributed in the Distribution on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries; (iv) that, following the Distribution Date, contributions made by or on behalf of Crane NXT, Co. U.S. Savings Plan Beneficiaries may be allocated to the Crane NXT, Co. Common Stock fund; (v) that the Crane NXT, Co. U.S. Savings Plan Beneficiaries will be prohibited from increasing their holdings in the Crane Company Common Stock fund; (vi) that the Crane NXT, Co. U.S. Savings Plan Beneficiaries may elect to liquidate their holdings in the Crane Company Common Stock fund and invest those monies in any other investment fund offered under the Crane NXT, Co. U.S. Savings Plan; and (vii) that Crane NXT, Co. or its duly authorized delegate may elect to liquidate the Crane Company Common Stock fund after the Effective Time.

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(b) Crane Company U.S. Savings Plan. The Crane Company U.S. Savings Plan will provide as of the Distribution Date: (i) for the establishment of a Crane Company Common Stock fund and a Crane NXT, Co. Common Stock fund; (ii) that the Crane Company Common Stock fund shall receive and hold all shares of Crane Company Common Stock to be distributed in the Distribution on behalf of each participant with an account balance in the Crane Company U.S. Savings Plan immediately prior to the Effective Time who is not a Crane NXT, Co. U.S. Savings Plan Beneficiary (and each beneficiary and alternate payee of such person) (the “Crane Company U.S. Savings Plan Beneficiaries”); (iii) that the Crane NXT, Co. Common Stock fund shall receive and hold all shares of Crane NXT, Co. Common Stock to be distributed in the Distribution on behalf of Crane Company U.S. Savings Plan Beneficiaries; (iv) that, following the Distribution Date, contributions made by or on behalf of Crane Company U.S. Savings Plan Beneficiaries may be allocated to the Crane Company Common Stock fund; (v) that the Crane Company U.S. Savings Plan Beneficiaries will be prohibited from increasing their holdings in the Crane NXT, Co. Common Stock fund; (vi) that the Crane Company U.S. Savings Plan Beneficiaries may elect to liquidate their holdings in the Crane NXT, Co. Common Stock fund and invest those monies in any other investment fund offered under the Crane Company U.S. Savings Plan; and (vii) that Crane Company or its duly authorized delegate may elect to liquidate the Crane NXT, Co. Common Stock fund after the Effective Time.

Section 6.3. U.S. Transfer of Accounts. As of the effective date of the Crane NXT, Co. U.S. Savings Plan, or as soon as administratively practicable thereafter, Crane Company will cause to be transferred from the trust under the Crane Company U.S. Savings Plan to the trust under the Crane NXT, Co. U.S. Savings Plan the aggregate amount that was credited to the accounts of the Crane NXT, Co. U.S. Savings Plan Beneficiaries as of such date. The transfer shall, to the extent reasonably possible, be an in-kind transfer, subject to the reasonable consent of the trustee of the Crane NXT, Co. U.S. Savings Plan trust and shall include the transfer of the aggregate assets held in the accounts relating to each Crane NXT, Co. U.S. Savings Plan Beneficiary under the Crane Company U.S. Savings Plan and any participant loan notes held under such plans. Crane Company shall cause the Crane Company U.S. Savings Plan to allocate to the Crane NXT, Co. U.S. Savings Plan a proportionate share of any forfeiture account under the Crane Company U.S. Savings Plan.

Section 6.4. Non-U.S. Savings Plans.

(a) Crane Company Non-U.S. Savings Plans. Participation in, and the allocation of liabilities under, the Crane Company Savings Plans other than the Crane Company U.S. Savings Plan (the “Crane Company Non-U.S. Savings Plans”) generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Company Non-U.S. Savings Plans required in connection with the Distribution are in accordance with all applicable Laws.

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(b) Crane Holdings, Co. Savings Plans. Participation in, and the allocation of liabilities under, the Crane Holdings, Co. Savings Plans generally will be handled in accordance with the general principles described in Article IV. However, and notwithstanding anything in this Section or the Agreement to the contrary, the Parties will cooperate to ensure that participation in, the allocation of liabilities under, and any division of the Crane Holdings, Co. Savings Plans required in connection with the Distribution are in accordance with all applicable Laws.

(c) Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article VI (or any benefit plan described herein) do not conform with applicable non-U.S. Laws, such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article VI may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article V to plans subject to non-U.S. Laws.

ARTICLE VII

WELFARE PLANS

Section 7.1. Establishment of Crane NXT, Co. Welfare Plans.

(a) Prior to the Distribution Date, Crane Holdings, Co. will establish and adopt new welfare plans containing provisions that will provide, among other things, benefits for Employees who, immediately prior to the Distribution Date, are participants in the Crane Company Welfare Plans and employed in the P&M Technologies Business (and their eligible spouses and dependents as the case may be) (collectively, the “Crane NXT, Co. Welfare Plan Participants”), substantially similar (except as provided in this Article VII) to those in effect under the Crane Company Welfare Plans for such Crane NXT, Co. Welfare Plan Participants immediately prior to the Distribution Date. From and after the Distribution Date, each Crane NXT, Co. Employee who was an active participant in the Crane Company Welfare Plans prior to the Distribution Date will participate in the Crane NXT, Co. Welfare Plans on an uninterrupted basis in accordance with, and subject to, the provisions of the Crane NXT, Co. Welfare Plans. Except as provided below, as of the Distribution Date, liabilities relating to the Crane NXT, Co. Welfare Plan Participants shall be spun off from each Crane Company Welfare Plan and allocated to the corresponding new Crane NXT, Co. Welfare Plan.

(b) The Crane NXT, Co. Welfare Plan Participants will cease to be eligible for coverage under the Crane Company Welfare Plans at 11:59 p.m. on the day before the Distribution Date. Crane NXT, Co. Welfare Plan Participants shall not participate in any Crane Company Welfare Plans on and after the Distribution Date, unless they shall become employed on or after the Distribution Date by any member of the Crane Company Group that participates in such plans and meet the terms and conditions of participation thereunder. Crane Company Employees, Former Crane Company Employees and Former Crane NXT, Co. Employees shall not participate in any Crane NXT, Co. Welfare Plans, unless they shall become employed on and after the Distribution Date by any member of the Crane NXT Group that participates in such plans and meet the terms and conditions of participation thereunder.

(c) Notwithstanding anything in this Section to the contrary, long-term care coverage shall not be available to Crane NXT, Co. Welfare Plan Participants under the Crane NXT, Co. Welfare Plans.

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Section 7.2. Transitional Matters Under Crane Company Welfare Plans.

(a) Treatment of Claims Incurred.

(i) Self-Insured Benefits. Except as provided in Section 7.2(a)(iii) below, Crane Company has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by any Crane NXT, Co. Welfare Plan Participant prior to the Distribution Date under a Crane Company Welfare Plan that is not described in Section 7.2(a)(ii) below, to the extent such Crane NXT, Co. Welfare Plan Participant had coverage under such Crane Company Welfare Plan on the date such claim or expense was incurred. No member of the Crane NXT Group shall be responsible for any liability with respect to any such claims or expenses.

(ii) Insured Benefits. Except as provided in Section 7.2(a)(iii) below with respect to benefits that, prior to the Distribution Date, were provided for under the Crane Company Welfare Plans through the purchase of insurance, Crane Company shall cause the Crane Company Welfare Plans to fully perform, pay and discharge all claims of Crane NXT, Co. Welfare Plan Participants that were incurred prior to the Distribution Date.

(iii) Disability Benefits. Notwithstanding anything in Section 7.2(a)(i) or Section 7.2(a)(ii) of this Agreement to the contrary, (A) Crane NXT, Co. shall assume and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by any Crane NXT, Co. Welfare Plan Participant prior to the Distribution Date under a Crane Company Welfare Plan providing short-term disability benefits, to the extent such Crane NXT, Co. Welfare Plan Participant had coverage under such Crane Company Welfare Plan on the date such claim or expense is incurred and (B) with respect to long-term disability benefits that, prior to the Distribution Date, were provided for under the Crane Company Welfare Plans through the purchase of insurance, Crane Company and Crane NXT, Co. will cooperate and use their commercially reasonable efforts to determine whether the insurer providing long-term disability benefits under the Crane Company Welfare Plans or the insurer providing long-term disability benefits under the Crane NXT, Co. Welfare Plans will fully perform, pay and discharge all claims of Crane NXT, Co. Welfare Plan Participants that were incurred prior to the Distribution Date.

(iv) Claims Incurred. For purposes of this Section 7.2(a), a claim or liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or liability; (C) with respect to short and long-term disability benefits, upon the date of an individual’s disability, as determined by the claim administrator or disability benefit insurance carrier, giving rise to such claim or liability; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital, unless otherwise provided under the terms of the applicable Crane Company Welfare Plan.

(b) Credit for Deductibles and Other Limits. With respect to each Crane NXT, Co. Welfare Plan Participant, the Crane NXT, Co. Welfare Plans will give credit in plan year 2023 for any amount paid, number of services obtained or visits provided under the comparable Crane Company Welfare Plan by such Crane NXT, Co. Welfare Plan Participant in plan year 2023 toward deductibles, out-of-pocket maximums, limits on number of services

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or visits, or other similar limitations to the extent such amounts are taken into account under the comparable Crane Company Welfare Plan. For purposes of any lifetime maximum benefit limit payable to a Crane NXT, Co. Welfare Plan Participant under any Crane NXT, Co. Welfare Plan, the Crane NXT, Co. Welfare Plans will recognize any expenses paid or reimbursed by a Crane Company Welfare Plan with respect to such participant prior to the Distribution Date to the same extent such expense payments or reimbursements would be recognized in respect of an active plan participant under that Crane Company Welfare Plan.

(c) COBRA. As of the Distribution Date, Crane Company has assumed and will satisfy all requirements under COBRA with respect to all Crane Company Employees, Former Crane Company Employees, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees, and their qualified beneficiaries, who experienced a COBRA qualifying event prior to the Distribution Date, including for individuals who are already receiving COBRA continuation coverage as of such date. After the Distribution Date, Crane NXT, Co. will satisfy all requirements under COBRA with respect to all Crane NXT, Co. Employees who experience a COBRA qualifying event on or after the Distribution Date, and their qualified beneficiaries.

(d) Retiree Medical and Life Insurance Benefits. On and after the Distribution Date, Crane Company shall provide retiree medical and life insurance benefits under the Crane Company Welfare Plans to the Legacy Crane Retiree Medical and Life Insurance Participants, and Crane NXT, Co. shall provide retiree medical benefits under the Crane NXT, Co. Welfare Plans to the Legacy Currency Retiree Medical Participants. As of the Effective Time, (i) one or more members of the Crane Company Group (as designated by Crane Company) shall continue to be responsible for or assume all retiree medical and life insurance liabilities for the Legacy Crane Retiree Medical and Life Insurance Participants; (ii) any assets relating to such retiree medical and life insurance benefits for Legacy Crane Retiree Medical and Life Insurance Participants shall be transferred to or continue to be held by one or more members of the Crane Company Group (as designated by Crane Company); (iii) one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.) shall continue to be responsible for or assume all retiree medical liabilities for the Legacy Currency Retiree Medical Participants; and (iv) any assets relating to such retiree medical benefits for Legacy Currency Retiree Medical Participants shall be transferred to or continue to be held by one or more members of the Crane NXT Group (as designated by Crane Holdings, Co.).

Section 7.3. Continuity of Benefits, Benefit Elections and Beneficiary Designations.

(a) Benefit Elections and Designations. As of the Effective Time, the Crane NXT, Co. Welfare Plans shall recognize and give effect to all elections and designations (including all coverage and contribution elections and beneficiary designations) made by each Crane NXT, Co. Welfare Plan Participant under, or with respect to, the corresponding Crane Company Welfare Plan for plan year 2023.

(b) Additional Details Regarding Flexible Spending Accounts. For any Crane NXT, Co. Welfare Plan Participant who has an election to contribute to, and/or a balance under, a health care flexible spending account and/or dependent care flexible spending account under the Crane Company Welfare Plans (each a “Crane Company FSA”) immediately prior to the Distribution Date, such election to contribute to, and/or balance under, as applicable, the Crane Company FSA shall automatically be transferred to the corresponding health care flexible spending account and/or dependent care flexible spending account under the Crane NXT, Co. Welfare Plan (each, a “Crane NXT, Co. FSA”) as of the Effective Time. It is the

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intention of the Parties that Crane NXT, Co. Welfare Plan Participants’ balances under the applicable Crane Company FSA shall automatically transfer to the corresponding Crane NXT, Co. FSA regardless of whether such balances are negative or positive (i.e., regardless of whether such Crane NXT, Co. Welfare Plan Participants’ Crane Company FSAs are in a deficit or surplus), and that such Crane NXT, Co. Welfare Plan Participants’ payroll deductions to the applicable Crane Company FSA immediately prior to the Distribution Date shall automatically continue under the corresponding Crane NXT, Co. FSA after the Effective Time. Crane Company has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by a Crane NXT, Co. Welfare Plan Participant under a Crane Company FSA on or before the Distribution Date, regardless of when such claim is submitted for reimbursement, and Crane NXT, Co. has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense incurred by a Crane NXT, Co. Welfare Plan Participant under a Crane NXT, Co. FSA after the Distribution Date.

(c) Employer Non-elective Contributions. As of the Effective Time, any Crane NXT, Co. Welfare Plan that constitutes a cafeteria plan under Section 125 of the Code shall recognize and give effect to all non-elective employer contributions payable and paid toward coverage of a Crane NXT, Co. Welfare Plan Participant under the corresponding Crane Company Welfare Plan that is a cafeteria plan under Section 125 of the Code for the applicable cafeteria plan year.

Section 7.4. Insurance Contracts. To the extent any Crane Company Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, Crane Company and Crane Holdings, Co. will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Crane NXT, Co. (except to the extent changes are required under applicable state insurance Laws) and to maintain any pricing discounts or other preferential terms for both Crane NXT, Co. and Crane Company for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.4.

Section 7.5. Third-Party Vendors. Except as provided below, to the extent any Crane Company Welfare Plan is administered by a third-party vendor, Crane Company and Crane Holdings, Co. will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Crane NXT, Co. and to maintain any pricing discounts or other preferential terms for both Crane NXT, Co. and Crane Company for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.5.

Section 7.6. Claims Experience. Notwithstanding the foregoing, Crane Holdings, Co. and Crane Company shall use commercially reasonable efforts to ensure that any claims experienced under the Crane Company Welfare Plans attributable to Crane NXT, Co. Welfare Plan Participants shall be available to the Crane NXT, Co. Welfare Plans, as permitted by any applicable privacy protection Laws or regulations or Privacy Contracts.

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Section 7.7. Allocation of Demutualization Proceeds. To the extent demutualization or similar proceeds were paid or credited to the Crane Company Group or a Crane Company Welfare Plan prior to the Effective Time with respect to an insurance contract that funded a Crane Company Welfare Plan covering Crane NXT, Co. Welfare Plan Participants and such proceeds remain unallocated as of the Effective Time, Crane Company shall transfer to Crane NXT, Co. as soon as practicable following the Effective Time a pro rata portion of such proceeds, according to the proportion of the total number of Crane NXT, Co. Employees and Former Crane NXT, Co. Employees participating in such plan as of the day before the Distribution Date to the total number of employees participating in such plan as of the day before the Distribution Date.

ARTICLE VIII

BENEFIT ARRANGEMENTS

Section 8.1. Benefit Arrangements. Except as otherwise provided under this Agreement, as of the Effective Time, Crane NXT, Co. Employees and Former Crane NXT, Co. Employees are no longer eligible to participate in any Crane Company Benefit Arrangement, and Crane Company Employees and Former Crane Company Employees are no longer eligible to participate in any Crane Holdings, Co. Benefit Arrangement.

ARTICLE IX

WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION

Section 9.1. General Principles. Subject to Section 9.2, as of the Effective Time, (a) Crane Company shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all Crane Company Employees and Former Crane Company Employees and (b) Crane NXT, Co. shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all Crane NXT, Co. Employees and Former Crane NXT, Co. Employees.

Section 9.2. Crossover Claims. Section 9.1 shall not apply to a workers’ compensation claim of a Crane Company Employee, Former Crane Company Employee, Crane NXT, Co. Employee or Former Crane NXT, Co. Employee attributable to or arising in connection with work or services by such employee or former employee prior to the Effective Time and which (a) arises in connection with (i) both (x) work or services performed for the P&M Technologies Business and (y) work or services performed for the Other Businesses or (ii) work or services performed for both the P&M Technologies Business and the Other Businesses, (b) arises in connection with work or services performed by a Crane Company Employee or Former Crane Company Employee on behalf of a member of the Crane NXT Group in the normal course of such employee’s duties, or (c) arises in connection with work or services performed by a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee on behalf of a member of the Crane Company Group in the normal course of such employee’s duties (any such claim in (a), (b) or (c), a “Crossover Claim”). With respect to any Crossover Claim, as of the Effective Time, (i) Crane Company shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a member of the Crane Company Group, and (ii) Crane NXT, Co. shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a member of the Crane NXT Group. In the event that ownership or operation of such a location is not known with respect to a Crossover Claim, responsibility for the claim will be allocated to Crane Company if the employee was employed by a member of the Crane Company Group at the time of last injurious exposure and to Crane NXT, Co. if the employee was employed by a member of the Crane NXT Group at the time of last injurious exposure.

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Section 9.3. Additional Details. Crane Company and Crane Holdings, Co. shall use commercially reasonable efforts to provide that workers’ compensation and unemployment insurance costs are not adversely affected for either of them by reason of the Distribution. For the avoidance of doubt, the obligations for a workers’ compensation claim will be allocated between the Parties in accordance with Section 9.1 or Section 9.2, as applicable, even if the claim is registered or becomes registered by the state workers’ compensation authority in the name of a Party (or the Affiliate of a Party) other than the Party to which the claim is allocated in accordance with Section 9.1 or Section 9.2, as applicable. The Party to which a workers’ compensation claim is allocated pursuant to Section 9.1 and Section 9.2 shall be responsible for all related costs and expenses, including compensation payments, medical payments, Disabled Workers’ Relief Fund payments, self-insured assessments, legal fees and expenses, administration costs and expenses, and violations of specific safety requirement assessments/fines.

ARTICLE X

INDIVIDUAL AGREEMENTS, SEVERANCE AND OTHER MATTERS

Section 10.1. Individual Agreements.

(a) Crane Company Obligations. Prior to the Effective Time, Crane Holdings, Co. will assign to Crane Company all of Crane Holdings, Co.’s rights and obligations arising under the change in control, severance, employment, indemnification agreements and/or other individual agreements which are applicable to Crane Company Employees and Crane Company Non-Employee Directors, as listed on Schedule 10.1(a) (each a “Crane Company Individual Agreement”). Crane Company agrees to honor the terms and conditions of those agreements as a successor to Crane Holdings, Co. under the terms of such agreements. Except for Crane Company’s assumption of the Crane Company Individual Agreements, as described above, the terms of the Crane Company Individual Agreements shall in all other respects be unaffected.

(b) Crane NXT, Co. Obligations. Crane NXT, Co. shall continue to be responsible for and remain obligated under the change in control, severance, employment, indemnification agreements, and/or other individual agreements which are applicable to Crane NXT, Co. Employees and Crane NXT, Co. Non-Employee Directors, as listed on Schedule 10.1(b) (each a “Crane NXT, Co. Individual Agreement”) and agrees to honor the terms and conditions of those agreements.

(c) Additional Obligations. Crane Company and Crane NXT, Co. shall each be solely responsible for any other change in control, severance employment, indemnification agreements, and/or other individual agreements entered into by any member of the Crane Company Group or any member of the Crane NXT Group, respectively, and that are not otherwise allocated by this Agreement to a member of either the Crane NXT Group or the Crane Company Group.

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(d) Effect on Equity Awards. Notwithstanding any provision of this Article X, and except as otherwise provided in Article III, Crane NXT, Co. shall remain responsible for administering and settling the Crane NXT, Co. Equity Compensation Awards, and Crane Company shall remain responsible for administering and settling the Crane Company Equity Compensation Awards. Any provision in a Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement, which provides for the accelerated vesting of equity awards shall apply in accordance with its terms to Crane NXT, Co. Equity Compensation Awards and Crane Company Equity Compensation Awards on and after the Effective Time. To the extent any provision in this Agreement conflicts with the terms of any Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement, then the terms of the Crane NXT, Co. Individual Agreement or Crane Company Individual Agreement shall control.

Section 10.2. Severance.

(a) Except as otherwise provided in this Agreement, on and after the Effective Time, (i) the Crane NXT Group shall assume and retain any and all liabilities and obligations under any Crane NXT, Co. severance plan or policy or termination with respect to Crane NXT, Co. Employees or Former Crane NXT, Co. Employees, regardless of whether the event giving rise to the liability occurred before, at or after the Effective Time, and (ii) the Crane Company Group shall assume and retain any and all liabilities and obligations under any Crane Company severance plan or policy or termination agreement with respect to Crane Company Employees or Former Crane Company Employees, regardless of whether the event giving rise to the liability or occurred before, at or after the Effective Time.

(b) Except as otherwise provided in this Agreement, effective on and after the Effective Time, Crane NXT, Co. shall assume and shall be responsible for administering all payments and benefits to a Former Crane NXT, Co. Employee under any applicable severance policy or termination agreement that covered such individual (provided that the employment termination was for an eligible reason under such policy or in accordance with such agreement), and Crane Company shall assume and shall be responsible for administering all payments and benefits to a Former Crane Company Employee under any applicable severance policy or termination agreement that covered such individual (provided that the employment termination was for an eligible reason under such policy or in accordance with such agreement).

Section 10.3. Accrued Time Off. Crane NXT, Co. shall recognize and assume all liability for all vacation, holiday, sick leave, flex days, personal days and paid time off with respect to Crane NXT, Co. Employees, and Crane NXT, Co. shall credit each Crane NXT, Co. Employee with such accrual as of the Effective Time.

Section 10.4. Leaves of Absence. Crane NXT, Co. will continue to apply the appropriate leave of absence policies applicable to inactive Crane NXT, Co. Employees who are on an approved leave of absence as of the Effective Time. Leaves of absence taken by Crane NXT, Co. Employees prior to the Effective Time shall be deemed to have been taken as employees of a member of the Crane NXT Group.

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Section 10.5. Collective Bargaining Agreements. The Crane NXT Group shall have no further liability for all collective bargaining agreements, collective agreements, multiemployer plans, pension and welfare plans and arrangements and trade union or works council agreements entered into with any member of the Crane NXT Group, in each case with respect to any union, works council or other body representing only Crane Company Employees and/or Former Crane Company Employees, and the Crane Company Group shall have no further liability for all collective bargaining agreements, collective agreements, multiemployer plans, pension and welfare plans and arrangements and trade union or works council agreements entered into with any member of the Crane Company Group, in each case with respect to any union, works council or other body representing only Crane NXT, Co. Employees and/or Former Crane NXT, Co. Employees.

Section 10.6. Director Cash Fees. Crane NXT, Co. shall retain responsibility for the payment of any cash fees payable in respect of service on the Crane Holdings, Co. Board before the Effective Time that are payable but not yet paid as of the Effective Time, and Crane Company shall not have any responsibility for any such payments.

Section 10.7. Restrictive Covenants in Employment and Other Agreements.

(a) To the fullest extent permitted by the agreements described in this Section 10.7(a) and applicable Law, as of the Effective Time, Crane Company hereby assigns, or shall cause a member of the Crane Company Group to assign, to Crane NXT, Co. or a member of the Crane NXT Group, as designated by Crane NXT, Co., all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane Company Group and a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee. To the extent that assignment of such agreements is not permitted, as of the Effective Time, each member of the Crane NXT Group shall be considered to be a successor to each member of the Crane Company Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane Company Group and a Crane NXT, Co. Employee or Former Crane NXT, Co. Employee whom Crane NXT, Co. reasonably determines have substantial knowledge of the business activities of the Crane NXT Group, such that each member of the Crane NXT Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Crane NXT Group; provided, however, that in no event shall Crane Company be permitted to enforce such restrictive covenant agreements against Crane NXT, Co. Employees or Former Crane NXT, Co. Employees for action taken in their capacity as employees of a member of the Crane NXT Group.

(b) To the fullest extent permitted by the agreements described in this Section 10.7(b) and applicable Law, as of the Effective Time, Crane NXT, Co. hereby assigns, or shall cause a member of the Crane NXT Group to assign, to Crane Company or a member of the Crane Company Group, as designated by Crane Company, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane NXT Group and a Crane Company Employee or Former Crane Company Employee. To the extent that assignment of such agreements is not permitted, as of the Effective Time, each member of the Crane Company Group shall be considered to be a successor to each member of the Crane NXT Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the Crane NXT Group and a Crane Company Employee or Former Crane Company Employee whom Crane Company reasonably determines have substantial knowledge of the business activities of the Crane Company Group, such that Crane Company and each member of the Crane Company Group

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shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Crane Company Group; provided, however, that in no event shall Crane NXT, Co. be permitted to enforce such restrictive covenant agreements against Crane Company Employees or Former Crane Company Employees for action taken in their capacity as employees of a member of the Crane Company Group.

Section 10.8. Non-Solicitation.

(a) During the twenty-four (24) month period commencing on the Distribution Date, Crane NXT, Co. will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the Crane Company Group to terminate their employment relationship with the Crane Company Group. The foregoing restriction does not include the placement of general advertisements for employment with the Crane NXT Group in the same types of print or electronic publications used by the Crane NXT Group to advertise for employment prior to the Distribution Date and consistent with the Crane NXT Group practice prior to the Distribution Date. Crane NXT, Co. will advise any third parties recruiting on Crane NXT, Co.’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

(b) During the twenty-four (24) month period commencing on the Distribution Date, Crane Company will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the Crane NXT Group to terminate their employment relationship with the Crane NXT Group. The foregoing restriction does not include the placement of general advertisements for employment with the Crane Company Group in the same types of print or electronic publications used by the Crane Company Group to advertise for employment prior to the Distribution Date and consistent with Crane Company Group practice prior to the Distribution Date. Crane Company will advise any third parties recruiting on Crane Company’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1. Preservation of Rights to Amend. The rights of each member of the Crane NXT Group and each member of the Crane Company Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 11.2. Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith that is not otherwise public through no fault of such Party is confidential and is subject to the terms of the confidentiality provisions set forth in the Separation Agreement.

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Section 11.3. Administrative Complaints/Litigation.

(a) Except as otherwise provided in this Agreement, on and after the Effective Time, Crane Company shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against Crane NXT, Co. or any member of the Crane NXT Group by any Crane Company Employee or Former Crane Company Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Crane Company Group, whether or not such employment or services were performed before or after the Distribution.

(b) Except as otherwise provided in this Agreement, on and after the Effective Time, Crane NXT, Co. shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against Crane Company or any member of the Crane Company Group by any Crane NXT, Co. Employee or Former Crane NXT, Co. Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the Crane NXT Group, whether or not such employment or services were performed before or after the Distribution.

(c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Crane NXT, Co. Employees (or Former Crane NXT, Co. Employees) and Crane Company Employees (or Former Crane Company Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 11.3.

Section 11.4. Reimbursement and Indemnification. Crane NXT, Co. and Crane Company hereto agree to reimburse the other Party, within sixty (60) days of receipt from the other Party of reasonable verification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective Crane NXT, Co. and Crane Company Welfare Plans, Pension Plans, Savings Plans and Benefit Arrangements and, as contemplated by Section 10.2, any termination or severance payments or benefits. All liabilities retained, assumed or indemnified against by Crane Company pursuant to this Agreement, and all liabilities retained, assumed or indemnified against by Crane NXT, Co. pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall

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require any member of the Crane Company Group to pay or reimburse to any member of the Crane NXT Group any benefit-related cost item that a member of the Crane Company Group has previously paid or reimbursed to any member of the Crane NXT Group; and (ii) no provision of this Agreement shall require any member of the Crane NXT Group to pay or reimburse to any member of the Crane Company Group any benefit-related cost item that a member of the Crane NXT Group has previously paid or reimbursed to any member of the Crane Company Group.

Section 11.5. Costs of Compliance with Agreement. Except as otherwise provided in this Agreement or any other Ancillary Agreement, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

Section 11.6. Fiduciary Matters. Crane NXT, Co. and Crane Company each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any liabilities caused by the failure to satisfy any such responsibility.

Section 11.7. Entire Agreement. This Agreement, together with the documents referenced herein (including the Separation Agreement, the Ancillary Agreements and the plans and agreements referenced herein), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Separation Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

Section 11.8. Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in Section 10.1(a), this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to be deemed the adoption of or an amendment to, any employee benefit plan, or to otherwise limit the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. Except as otherwise provided in Section 10.1(a), the provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. This Agreement may not be assigned by any Party, except with the prior written consent of the other Party.

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Section 11.9. Amendment. No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of both of the Parties.

Section 11.10. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.11. Notices. Unless otherwise expressly provided herein, all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic email with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.11):

If to Crane Holdings, Co., prior to the Distribution, or Crane NXT, Co., after the Distribution:

Crane Holdings, Co. (prior to the Distribution) or Crane NXT, Co. (after the Distribution)

950 Winter Street – 4th Floor

Waltham, MA 02451

Attn: General Counsel

Email: paul.igoe@cranenxt.com

If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

Email: adiorio@craneco.com

Section 11.12. Counterparts. This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

Section 11.13. Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 11.14. Governing Law. To the extent not preempted by applicable federal Law, this Agreement shall be governed by, and construed and enforced in accordance with, the substantive Laws of the State of Delaware, without regard to any conflicts of Law provisions thereof that would result in the application of the Laws of any other jurisdiction.

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Section 11.15. Performance. Each of Crane Holdings, Co. and Crane Company shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any member of the Crane NXT Group and any member of the Crane Company Group, respectively. The Parties each agree to take such further actions and to execute, acknowledge and deliver, or to cause to be executed, acknowledged and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

Section 11.16. Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against any Party.

Section 11.17. Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

[Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.

CRANE HOLDINGS, CO.
By:	/s/ Christina Cristiano
Name:	Christina Cristiano
Title:	Vice President, Controller and Chief Accounting Officer
CRANE COMPANY
By:	/s/ Richard A. Maue
Name:	Richard A. Maue
Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

[Signature Page to the Employee Matters Agreement]

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”), by and between Crane Holdings, Co., a Delaware corporation (“Crane NXT”), and Crane Company, a Delaware corporation (“Crane Company”) (each a “Party” and together, the “Parties”).

WHEREAS, R.T. Crane Brass & Bell Foundry was founded in Chicago, Illinois, in 1855, to design, manufacture and sell valves, fittings and specialty castings for an industrializing United States of America, and during the course of its continued existence, to the present day, has become an industry leader in designing, manufacturing and selling highly engineered industrial products in the Process Flow, Aerospace, and Engineered Materials businesses (which businesses are Crane’s legacy, or “core” businesses) and, most recently, the P&M Technologies Business (as defined below);

WHEREAS, “CRANE” was adopted and used as the parent company name, beginning in 1855 and continuing to this day, and the company established for its businesses the CRANE-Formative Marks, whereby each business unit endeavored to be a sharp, strong and focused business in pursuit of distinct opportunities for long-term growth and profitability, all collectively developing the “CRANE”-based trademarks, tradenames and brands;

WHEREAS, the “CRANE” name is synonymous with engineering excellence and a highly disciplined and performance based business culture;

WHEREAS, today, Crane NXT, acting through its direct and indirect subsidiaries, currently conducts a number of businesses, including the P&M Technologies Business;

WHEREAS, Crane Company and Crane NXT have entered into that certain Separation and Distribution Agreement, dated as of April 3, 2023 (the “Separation and Distribution Agreement”), pursuant to which, in accordance with the Internal Reorganization, Crane Holdings, Co. (which will be renamed “Crane NXT, Co.” following the Distribution) is being separated into two separate, independent, publicly-traded companies: (i) one comprising the P&M Technologies Business, which continues to be owned and conducted, directly or indirectly, by Crane NXT; and (ii) one comprising the Other Businesses, which is owned and conducted directly or indirectly by Crane Company, all of the common stock of which is being distributed to the Crane NXT stockholders; in each of the foregoing, all on the terms and conditions set forth in the Separation and Distribution Agreement;

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, Crane NXT and Crane Company intend for their respective businesses to operate under their respective CRANE-Formative Marks (including in particular, as of the Effective Date, in respect of Crane NXT, the Trademarks set forth on Schedule 1 (collectively, the “Crane NXT Marks”), and in respect of Crane Company (i.e., the owner of the “core” businesses), the Trademarks set forth on Schedule 2 (collectively, the “Crane Co. Marks”)); and

WHEREAS, this Agreement is intended to be, and is hereby adopted as, a plan to preserve the legacy and continued development of the CRANE-Formative Marks (i.e., with Crane Company owning the Crane Co. Marks in connection with the Other Businesses and Crane NXT owning the Crane NXT Marks in connection with the P&M Technologies Business), and sets forth the mutual understanding of the Parties regarding continued co-existence of each Party’s ownership, use, registration, licensing and enforcement of its respective CRANE-Formative Marks in its respective fields, in connection with the separation of the two businesses pursuant to the Separation and Distribution Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS & INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1. All capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.

(a) “Agreement” has the meaning set forth in the Preamble.

(b) “CRANE-Formative Marks” means a Trademark that contains or includes, or is comprised entirely by, the term “CRANE.”

(c) “Crane Company” has the meaning set forth in the Preamble.

(d) “Crane Co. Marks” has the meaning set forth in the Recitals.

(e) “Crane NXT” has the meaning set forth in the Preamble.

(f) “Crane NXT Marks” has the meaning set forth in the Recitals.

(g) “Effective Date” has the meaning set forth in the Preamble.

(h) “Expanded Fields” has the meaning set forth in Section 2.5(a).

(i) “Governmental Approval” means any consents, registrations, approvals, licenses, permits, notifications or authorizations obtained, or to be obtained, from any Governmental Authority.

(j) “Indemnified Parties” has the meaning set forth in Section 5.2(a).

(k) “Indemnifying Party” has the meaning set forth in Section 5.2(a).

(l) “Other Businesses” means the fields of any and all businesses and operations of Crane NXT or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) conducted immediately prior to the Distribution (including the Aerospace & Electronics business, the Process Flow Technologies business and the Engineered Materials business), other than the P&M Technologies Business.

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(m) “P&M Technologies Business” means the fields of the business, activities and operations of Crane NXT or any of its Subsidiaries (including the members of the Crane Company Group and the members of the Crane NXT Group) of the Payment & Merchandising Technologies segment (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Crane NXT or Crane Company or any of their current or former Affiliates or divisions.

(n) “Party” and “Parties” have the meaning set forth in the Preamble.

(o) “Separation and Distribution Agreement” has the meaning set forth in the Recitals.

(p) “Term” means the period commencing on the Effective Date and continuing in perpetuity, unless and until this Agreement is terminated in accordance with Section 3.2.

(q) “Third Party” means any Person other than Crane Company, Crane NXT and either of their respective Affiliates.

(r) “Trademark” means trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names (and social media account names and handles) and uniform resource locators and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing.

(s) “Trigger Event” means (i) if Crane NXT or any of its Affiliates materially breaches Section 3.1, and does not cure such breach within thirty (30) days of written notice thereof by Crane Company, (ii) Crane NXT and its Affiliates cease to use the CRANE-Formative Marks in the conduct of their business or cease the use of a CRANE-Formative Mark in the name and branding of Crane NXT (excluding, for clarity, changes in the legal name of the entity of Crane NXT where the public-facing brand for Crane NXT remains a CRANE-Formative Mark), or (iii) Crane Company and its Affiliates cease to use the CRANE-Formative Marks in the conduct of their business or cease the use of a CRANE-Formative Mark in the name and branding of Crane Company (excluding, for clarity, changes in the legal name of the entity of Crane Company where the public-facing brand for Crane Company remains a CRANE-Formative Mark). With respect to a Trigger Event pursuant to the foregoing clauses (i) and (ii), Crane NXT shall be referred to herein as the “Triggering Party”; and with respect to a Trigger Event pursuant to the foregoing clause (iii), Crane Company shall be referred to herein as the “Triggering Party”.

(t) “Triggering Party” has the meaning set forth in Section 1.1(s).

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ARTICLE II

CO-EXISTENCE

Section 2.1 Ownership and Rights to Crane Co. Marks. Crane NXT acknowledges and agrees that, as between Crane Company and its Affiliates, and Crane NXT and its Affiliates:

(a) Crane Company (and its Affiliates) are (and will continue to be) the sole and exclusive owners of the Crane Co. Marks in connection with the Other Businesses; and

(b) Crane Company (and its Affiliates) have the worldwide right to use, register, apply to register, license and authorize others to use each of the Crane Co. Marks, by itself or with other words and/or designs, on or in connection with goods and/or services of the Other Businesses.

Section 2.2 Ownership and Rights to Crane NXT Marks. Crane Company acknowledges and agrees that, as between Crane NXT and its Affiliates, and Crane Company and its Affiliates:

(a) Crane NXT (and its Affiliates) are (and will continue to be) the sole and exclusive owners of the Crane NXT Marks in connection with the P&M Technologies Business; and

(b) Crane NXT (and its Affiliates) have the worldwide right to use, register, apply to register, license and authorize others to use each of the Crane NXT Marks, by itself or with other words and/or designs, on or in connection with goods and/or services of the P&M Technologies Business.

Section 2.3 Crane NXT Covenants.

(a) Crane NXT (and its Affiliates) shall not use, apply for, register, license, or authorize others to use: (i) any CRANE-Formative Marks (including any Crane NXT Marks) in connection with the Other Businesses, or (ii) any CRANE-Formative Mark that has a design confusingly similar to the design set forth in Part 1 of Schedule 3 (including any CRANE-Formative Mark in a red box).

(b) To the extent Crane Company (and its Affiliates) comply with Section 2.4(a) and Section 2.6(b), Crane NXT (and its Affiliates) shall not contest, challenge, oppose or object to Crane Company’s and its Affiliates’ use, licensing, application to register or registration of CRANE-Formative Marks (other than in connection with the P&M Technologies Business) or the validity or enforceability thereof (or of any registrations or applications therefor).

Section 2.4 Crane Company Covenants.

(a) Crane Company (and its Affiliates) shall not use, apply for, register, license, or authorize others to use: (i) any CRANE-Formative Marks (including any Crane Co. Marks) in connection with the P&M Technologies Businesses, or (ii) any CRANE-Formative Mark that has a design confusingly similar to the design set forth in Part 2 of Schedule 3.

(b) To the extent Crane NXT (and its Affiliates) comply with Section 2.3(a) and Section 2.6(b), Crane Company (and its Affiliates) shall not contest, challenge, oppose or object to Crane NXT’s and its Affiliates’ use, licensing, application to register or registration of CRANE-Formative Marks (other than in connection with the Other Businesses) or the validity or enforceability thereof (or of any registrations or applications therefor).

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Section 2.5 Expanded Fields.

(a) The Parties acknowledge and agree that nothing in this Agreement shall prevent (i) Crane NXT (or its Affiliates) from using the Crane NXT Marks (or modifications or derivatives thereof) in connection with any business (including any evolutions, extensions and expansions of Crane NXT’s or its Affiliates’ business, whether by acquisition or otherwise) other than the Other Businesses, or (ii) Crane Company (or its Affiliates) from using the Crane Co. Marks (or modifications or derivatives thereof) in connection with any business (including any evolutions, extensions and expansions of Crane Company’s or its Affiliates’ business, whether by acquisition or otherwise) other than the P&M Technologies Business, in each case of the foregoing clauses (i) and (ii), subject to compliance with Section 2.5(b) and Section 2.6(b). Any such evolutions, extensions and expansions of each Party’s respective business (outside of the Other Businesses in respect of Crane NXT, and outside of the P&M Technologies Business in respect of Crane Company) are referred to herein as “Expanded Fields”.

(b) Each Party agrees (i) not to use or license CRANE-Formative Marks in any Expanded Field in a manner that would reasonably be expected to cause confusion with the other Party’s or its Affiliates’ then-current use or licensing of CRANE-Formative Marks made in accordance with the terms of this Agreement, and (ii) to use reasonable efforts to ensure the stylization, logos and fonts of any CRANE-Formative Marks it uses in any Expanded Field has an overall different commercial impression from the stylization, logos and fonts used by the other Party or its Affiliates in accordance with the terms of this Agreement.

Section 2.6 Confusion Not Likely; Cooperation.

(a) The Parties mutually believe that the continued and concurrent use and registration by each Party and their respective Affiliates of their respective CRANE-Formative Marks on and in connection with the goods and services relating to their respective businesses in accordance with the terms of this Agreement is not likely to cause confusion (whether as to source, sponsorship, affiliation or otherwise) because, among other reasons, (i) the goods and services in each Party’s respective businesses are different and unrelated, (ii) the channels of trade for the sale and provision of these respective goods and services are essentially different, and (iii) the technical nature of the respective goods and services themselves requires that purchasing decisions be carefully made by sophisticated purchasers.

(b) In the event (i) of any inability or difficulty for either Party (or its respective Affiliates) to use, register or license its respective CRANE-Formative Marks in any jurisdiction (other than by Crane NXT or its Affiliates in the Other Businesses or by Crane Company or its Affiliates in the P&M Technologies Business, as restricted under this Agreement), or (ii) that either Party becomes aware of any potential or actual confusion in the marketplace in respect of each Party’s (and its Affiliates’) use or licensing, or intended use or licensing, of CRANE-Formative Marks in accordance with the terms of this Agreement (including in any of its Expanded Fields), the Parties shall cooperate reasonably and in good faith to enable each Party and its respective Affiliates to use, register and license its respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any of its Expanded Fields) and to avoid and address any potential consumer confusion. Without limiting the foregoing:

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(i) such cooperation shall include, upon reasonable request of the other Party, executing and recording consents (as appropriate) in applicable jurisdictions where reasonably necessary to enable a Party or its Affiliate to register its respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any Expanded Fields) and taking actions that are reasonably necessary and appropriate to avoid and address any potential consumer confusion (including entering into mutually acceptable agreements as to adoption of distinct branding, where appropriate (e.g., where each Party expands into potentially related Expanded Fields));

(ii) if, after reasonable consultation and discussion in good faith, Crane Company determines (in its sole but good faith discretion) that it is reasonably necessary for a single Party to be the registered owner of all (or a certain subset of) CRANE-Formative Marks in a given jurisdiction outside of the United States (for all applicable goods and services, whether in the P&M Technologies Business, Other Businesses or any Expanded Fields) in order to enable use by each Party and its Affiliates of their respective CRANE-Formative Marks in accordance with the terms of this Agreement (including in any Expanded Fields) in such jurisdiction, then Crane NXT shall assign (or shall cause its applicable Affiliates to assign) its rights in its CRANE-Formative Marks (or such subset thereof) in such jurisdiction to Crane Company, subject to a license-back to Crane NXT in such jurisdiction (upon mutually agreeable terms and in a manner that enables each Party to use its respective CRANE-Formative Marks in such jurisdiction in the manner contemplated by this Agreement, including in any Expanded Fields). For clarity, the foregoing scenario shall include scenarios where the co-existence framework under this Agreement is not enforceable or not accepted by the applicable Governmental Authority in any such jurisdiction; and

(iii) in the event that either Party becomes aware of any instance of actual confusion, such Party shall (a) take reasonable steps to correct such confusion or (b) notify the other Party so that it may take reasonable steps to correct such confusion.

(c) For U.S. federal income tax purposes, the Parties (i) intend that any assignment of CRANE-Formative Marks and accompanying license-back described in Section 2.6(b)(ii), taken together, be disregarded, (ii) agree to treat the licensee under any such license-back as the owner of the CRANE-Formative Marks assigned pursuant to Section 2.6(b)(ii), and (iii) agree not to take any position contrary thereto in any tax return or tax proceeding unless required by a determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

Section 2.7 Phase-Out. Notwithstanding the restrictions set forth in Section 2.3(a)(ii), in order to facilitate the orderly transition from use in the P&M Technologies Business of CRANE-Formative Marks that incorporate a design comprising the word CRANE in a rectangular box (as depicted in Part 1 of Schedule 3) or any design similar thereto (the “Box Design”), Crane Company agrees that Crane NXT and its Affiliates shall, for a period of five (5) years after the Effective Date (subject to Section 3.2), have the right to use the Box Design in any Trademarks containing or comprising the Box Design that are used in the P&M Technologies Business as of immediately prior to the Effective Date, solely in the P&M Technologies business, in substantially the same manner as so used as of immediately prior to the Effective Date. For clarity, Crane NXT and its Affiliates shall use the Box Design solely in accordance with the requirements set forth in Section 3.1. As soon as reasonably practicable after the Effective Date, and in no event later than the end of the foregoing five (5) year period, Crane NXT shall, and shall cause its Affiliates to, phase-out and cease use of the Box Design. All goodwill generated by Crane NXT or its Affiliates’ use of the Box Design pursuant to this Section 2.7 shall inure to the benefit of Crane Company and its Affiliates. Without limiting the foregoing or any other provisions of this Agreement, Crane NXT shall not, and shall cause its Affiliates not to, use the Box Design in any manner that reflects negatively on Crane Company or its Affiliates, or any of its or their Trademarks. Crane Company shall have the right to terminate Crane NXT’s and its Affiliates’ rights to use the Box Design under this Section 2.7, effective immediately upon notice to Crane NXT, if Crane NXT or its Affiliates use the Box Design in violation of this Section 2.7 in any material respect and does not cure such violation within sixty (60) days of written notice thereof.

ARTICLE III

LEGACY PRESERVATION REQUIREMENTS; TRIGGER EVENT

Section 3.1 Legacy Preservation Requirements. Crane NXT and its Affiliates shall use their CRANE-Formative Marks (and conduct their business thereunder or in association therewith) (i) only in connection with goods and services of a quality substantially the same as (or greater than) the quality of the products and services of the P&M Technologies Business as of the Effective Date, (ii) in compliance with all applicable Laws, and (iii) only in a manner that does not, in any material respect, tarnish the CRANE-Formative Marks of either Party or their respective Affiliates (or otherwise harm or injure the reputation of either Party or their Affiliates). Without limiting the foregoing, Crane NXT and its Affiliates shall not knowingly associate any CRANE-Formative Marks with anything that is obscene, pornographic, criminal, fraudulent, poisonous, dangerous, injurious to health or discriminatory (whether based on race, color, religion, sex (including pregnancy, sexual orientation and gender identity), national origin, age, disability, or genetic information (including family medical history)).

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Section 3.2 Consequences of Trigger Event. In the event of a Trigger Event, the Triggering Party and its Affiliates shall, within sixty (60) days of written notice from the other Party, (i) cease use of all CRANE-Formative Marks, (ii) at the other Party’s option, assign to such other Party or its designated Affiliate all CRANE-Formative Marks owned by the Triggering Party or any of its Affiliates (including any registrations or applications therefor), and (iii) change the name of the Triggering Party and of any of its Affiliates that contains or includes, or is comprised entirely by, the term “CRANE” to a name that does not contain, include or comprise the term “CRANE.” After such sixty (60) day period, the Triggering Party and its Affiliates shall cease and forever desist from all use of any CRANE-Formative Marks and shall not use any mark, name, designation or design confusingly similar thereto anywhere in the world (including in any domain names or social media accounts). Upon expiration of such sixty (60) day period, this Agreement shall automatically and immediately terminate, without any further action of either Party; provided, that the following Articles and Sections of this Agreement shall survive any such termination: ARTICLE I, Section 2.1, Section 2.3, the last sentence of Section 3.1, this Section 3.2, ARTICLE V and ARTICLE VII shall survive the termination of this Agreement. Promptly upon the reasonable request of such other Party at any point after such termination of this Agreement resulting from a Trigger Event, the Triggering Party shall (and shall cause its Affiliates to) execute and deliver any and all further instruments, assignments and consents, and shall take such other reasonable actions, in order to provide such other Party with the full benefit of this Section 3.2 (including as reasonably necessary or appropriate to effect, evidence, perfect and record the assignment to such other Party or its designated Affiliate of all CRANE-Formative Marks owned by the Triggering Party or any of its Affiliates, including any registrations or applications therefor).

ARTICLE IV

PROSECUTION AND MAINTENANCE; ENFORCEMENT

Section 4.1 Prosecution and Maintenance of Registrations.

(a) Crane Company and its Affiliates shall have the right (without any obligation to Crane NXT or its Affiliates) to prosecute and maintain the CRANE-Formative Marks (including, for clarity, the Crane Co. Marks) of Crane Company and its Affiliates in the Other Businesses and any of their Expanded Fields (including filing applications for registrations and obtaining and maintaining registrations therefor). Crane NXT and its Affiliates shall have the right (without any obligation to Crane Company or its Affiliates) to prosecute and maintain the CRANE-Formative Marks (including, for clarity, the Crane NXT Marks) of Crane NXT and its Affiliates in the P&M Technologies Business and any of their Expanded Fields. Each Party shall use commercially reasonable efforts to cooperate in good faith with reasonable requests by the other Party in furtherance of the preceding two sentences, at the sole cost and expense of the requesting Party; provided, that neither Party shall be required to take any action against a Third Party in respect thereof if such Party determines not to do so (subject to such Party’s obligations under Section 4.2).

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(b) Neither Party shall have any responsibility or liability to the other Party in respect of determining whether or not to apply for, obtain or maintain any registrations or applications for any CRANE-Formative Marks in accordance with the terms of this Agreement.

(c) The Parties acknowledge that Crane Company and its Affiliates generally utilize the domain name www.craneco.com, and that Crane NXT and its Affiliates generally utilize www.cranenxt.com, as the domain names for their respective primary websites. Crane Company agrees that its intent is to generally utilize “craneco” in respect of inclusion of CRANE-Formative Marks in domain names and social media accounts and handles (and will not use “cranenxt” therefor). Crane NXT agrees that its intent is to generally utilize “cranenxt” in respect of inclusion of CRANE-Formative Marks in domain names and social media accounts and handles (and will not use “craneco” therefor). Without limiting the foregoing, each Party shall use reasonable efforts to ensure the domain names and social media accounts and handles it registers have an overall different commercial impression from the domain names and social media accounts and handles used by the other Party in accordance with the terms of this Agreement.

Section 4.2 Enforcement.

(a) Crane Company and its Affiliates shall have the right (without any obligation to Crane NXT or its Affiliates, other than as provided in this Section 4.2(a)) to enforce their CRANE-Formative Marks in respect of goods and services of the Other Businesses and their Expanded Fields (but not in respect of goods and services of the P&M Technologies Business). Crane NXT and its Affiliates shall have the right (without any obligation to Crane Company or its Affiliates, other than as provided in this Section 4.2) to enforce their CRANE-Formative Marks in respect of goods and services of the P&M Technologies Business and their Expanded Fields (but not in respect of goods and services of the Other Businesses). Upon the request of the Party initiating (in accordance with this Agreement) an enforcement action against a Third Party alleged to have infringed or otherwise violated such requesting Party’s CRANE-Formative Marks, the other Party shall reasonably cooperate with and assist such requesting Party in connection therewith, at the requesting Party’s sole cost and expense. Without limiting the foregoing, each Party shall, and shall cause their respective Affiliates to, cooperate in good faith and assist the other Party in connection with enforcement actions taken against any unauthorized use of any CRANE-Formative Marks by a Third Party in a manner that is criminal or fraudulent (e.g., social media scams).

(b) If only one Party chooses to take action in accordance with Section 4.2(a), all costs and expenses will be borne by that Party and all monetary recoveries will be retained by that Party, although the other Party will have the right to participate at its own cost and expense. If the Parties choose to take action together, they will each bear their respective costs and expenses and any monetary recoveries will first be allocated to reimbursement of those costs and expenses in the proportion in which they were incurred, with any net proceeds after full reimbursement of costs and expenses being divided equally between the Parties. Neither Party will settle any dispute with a Third Party regarding any CRANE-Formative Mark on terms that would limit the other Party’s rights under this Agreement to use, license or register the CRANE-Formative Marks, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE V

DISCLAIMER, EXCLUSIVE REMEDY & INDEMNIFICATION

Section 5.1 Disclaimer of Warranties. EACH OF CRANE NXT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE NXT GROUP) AND CRANE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE CRANE COMPANY GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SEPARATION AND DISTRIBUTION AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT, NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED, INCLUDING WITH REGARD TO QUALITY, PERFORMANCE, NON-INFRINGEMENT, ENFORCEABILITY, NON-DILUTION, VALIDITY, OR COMMERCIAL UTILITY), AS TO EACH PARTY’S CRANE-FORMATIVE MARKS, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, OR ANY OTHER MATTER CONCERNING ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

Section 5.2 Indemnification.

(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, representatives, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Indemnified Parties”) from and against all Indemnifiable Losses actually suffered or incurred by the Indemnified Parties to the extent relating to, arising out of or resulting from the Indemnifying Party’s material breach of this Agreement.

(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnification pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement hereby are incorporated herein, mutatis mutandis.

ARTICLE VI

DURATION

Section 6.1 Duration. This Agreement shall commence as of the Effective Date and shall continue in effect until this Agreement is terminated by mutual written Agreement or pursuant to Section 3.2. This Agreement may not be terminated by any Party for breach of this Agreement by any other Party (other than as expressly provided in Section 3.2), it being understood and agreed that the non-breaching Party may seek injunctive relief, specific performance, and/or damages against the breaching Party.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Confidentiality. Section 7.5 of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

Section 7.2 Complete Agreement; Interpretation. This Agreement (and any schedules hereto), the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any schedule hereto, the terms and conditions of such schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control, except with respect to any matters governed by this Agreement, in which case the provisions of this Agreement shall control. Section 1.2 of the Separation and Distribution Agreement hereby is incorporated herein, mutatis mutandis.

Section 7.3 Counterparts. This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile, by e-mail in portable document format (.pdf) or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 7.4 Notices. All notices, requests, claims, demands and other communications under this Agreement, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):

If to Crane NXT:

Crane NXT, Co.

950 Winter Street – 4th Floor

Waltham, MA 02451

Attn: General Counsel

E-mail: paul.igoe@cranenxt.com

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If to Crane Company:

Crane Company

100 First Stamford Place

Stamford, CT 06902

Attn: General Counsel

E-mail: adiorio@craneco.com

Section 7.5 Waiver.

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 7.6 Modification or Amendment. This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 7.7 Assignment; Binding Effect. Neither Party (nor any of their Affiliates) shall assign any CRANE-Formative Marks to any Person other than to a Person that agrees in writing to be bound by the terms of this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that (i) each Party may transfer or assign its rights and obligations under this Agreement to an Affiliate of such Party, and (ii) each Party may transfer or assign, by operation of law or otherwise, this Agreement (in whole or in relevant part) to the successor to all or substantially all (or to a portion) of the business or assets of such Party to which this Agreement relates or, in respect of any CRANE-Formative Marks, to any assignee of or successor to the applicable CRANE-Formative Marks of such Party; provided, that in each case, such assignment shall not relieve such Party of any of its obligations under this Agreement. Any Party assigning this Agreement (in whole or in part) shall promptly notify the non-assigning Party in writing of any assignments it makes under this Agreement and the Person to whom this Agreement is assigned shall agree in writing to be bound by the terms of this Agreement as if named as a “Party” hereto with respect to all or such portion of this Agreement so assigned. Subject to the foregoing in this Section 7.7, this Agreement will be binding on (and inure to the benefit of) each Party and their respective successors, assigns, Affiliates, and licensees and is enforceable by the Parties and their respective successors and permitted assigns.

Section 7.8 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Section 5.2).

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Section 7.9 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Crane NXT and Crane Company on behalf of themselves and the members of their respective Groups (the Crane NXT Group and the Crane Company Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes an Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 7.10 Third Party Beneficiaries. Except as provided in Section 5.2 relating to Indemnified Parties, this Agreement is solely for the benefit of each Party and its respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person, and should not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 7.11 Titles and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.12 Schedules. The schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the schedules constitutes an admission of any liability or obligation of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Crane NXT Group or the Crane Company Group or any of their respective Affiliates.

Section 7.13 Governing Law. This Agreement, and all actions, causes of action or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be related to, arising out of or resulting from this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action or claim of any kind related to, arising out of or resulting from any representation or warranty made in, in connection with or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including, without limitation, Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 7.14 Disputes; Consent to Jurisdiction. All Agreement Disputes arising out of, in connection with or in relation to this Agreement will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement, which such provisions are hereby incorporated herein by reference, mutatis mutandis.

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Section 7.15 Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms, and monetary damages, even if available, would not be an adequate remedy for any such failure to perform or any breach of this Agreement. Accordingly, it is hereby agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof in any court specified in Section 7.14 without proof of actual damages. Each Party agrees that it will not oppose (and hereby waives any defense in any action for) the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other Party hereto has an adequate remedy at law. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 7.16 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED RELATED TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES, INCLUDING THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.16.

Section 7.17 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 7.18 Mutual Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 7.19 Authorization. Each of the Parties hereby represents and warrants that (a) it has the power and authority to execute, deliver and perform this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of such Party and (c) this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

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Section 7.20 No Duplication; No Double Recovery. Nothing in this Agreement (or in the Separation and Distribution Agreement or any other Ancillary Agreement) is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.21 No Reliance on Other Party. The Parties represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. Each Party is not relying upon any representations or statements made by the other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. Each Party hereto is not relying upon a legal duty, if one exists, on the part of the other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement or any provision hereof.

Section 7.22 Independent Contractor. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Crane Company and Crane NXT or any of their respective Affiliates.

[The remainder of this page has been intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and year first above written.

CRANE HOLDINGS, CO.
By:	/s/ Christina Cristiano
Name:	Christina Cristiano
Title:	Vice President, Controller and Chief Accounting Officer
CRANE COMPANY
By:	/s/ Richard A. Maue
Name:	Richard A. Maue
Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

[Signature Page to the Intellectual Property Matters Agreement]

EX-99.1

Exhibit 99.1

                                 

Contact:

Jason D. Feldman

Vice President, Investor Relations

203-363-7329

www.craneco.com

Crane Holdings, Co. Announces Board of Directors and Executive

Leadership Team for Crane Company Following Separation Transaction

Crane Company and Crane NXT on Track to Become

Independent Companies on April 3, 2023

STAMFORD, CT, (March 28, 2023) – Crane Holdings, Co. (“Crane,” NYSE: CR), a diversified manufacturer of highly engineered industrial products, today announced the members of its board of directors and executive officers for Crane Company, which is scheduled to become an independent, publicly traded company following its April 3, 2023, separation transaction.

Max Mitchell, Crane Holdings, Co. President and Chief Executive Officer, who will serve in the same capacity with Crane Company following the separation transaction, stated: “Our current board of directors remains largely in place. The Board, along with our leadership team, have an outstanding track record of excellence, innovation, and consistent performance and value creation that will continue.”

The Crane Company board of directors will be composed of (* indicates carry over from Crane’s current board):

• James L.L. Tullis (Chairman)*: Mr. Tullis is a highly experienced venture capital investor with significant expertise in management, strategy, finance, and governance matters. He is Chairman of Tullis Health Investors, LLC, a venture capital firm, as well as the Chairman of the Board of Lord Abbett & Co. Mutual Funds, and a director of Alphatec Holdings, Inc. and Exagen Diagnostics.

• Martin R. Benante*: Mr. Benante is the retired Chairman and CEO of Curtiss-Wright Corporation, a global supplier of highly engineered products and services to the commercial, industrial, defense, and energy markets, where he spent his more than 35-year career. His leadership experience includes strategic, operational, and managerial expertise gained serving markets similar to Crane Company, as well as domestic and international acquisitions and the integration of acquired companies.

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• Sanjay Kapoor: A highly accomplished industrial manufacturing executive, Mr. Kapoor is the retired Executive Vice President and CFO of Spirit AeroSystems, having previously held roles of increasing responsibility at Raytheon Integrated Defense Systems and Pratt and Whitney. Mr. Kapoor has significant experience gained serving markets similar to Crane Company, as well as financial expertise. He is a director of Saab Inc. and Black and Veatch.

• Ronald C. Lindsay*: Mr. Lindsay is the retired Chief Operating Officer of Eastman Chemical Company, a leading manufacturer of specialty chemicals, plastics, and fibers, a key end market served by Crane’s Process Flow Technologies segment. Having spent more than 30-years at Eastman, he has broad-based strategy, operations, sales, and manufacturing expertise.

• Ellen McClain*: Ms. McClain has extensive experience in financing and operating roles at public and private enterprises, including the New York Racing Association and Hearst-Argyle Television. Ms. McClain is currently President of Year Up, a non-profit provider of job training, and a director of the Horseracing Integrity and Safety Authority. She has broad experience as a senior executive with responsibility for organizational direction and development, financial expertise, and intellectual capital.

• Charles G. McClure, Jr.*: Mr. McClure has 35-years of experience leading global organizations, including serving as Chairman, President and CEO of Meritor, Inc., a leading global supplier to commercial vehicle manufacturers. He is currently Managing Partner of Michigan Capital Advisors, Chairman of the Board of 3D Systems, and a director of Penske Corp. and DTE Energy. Mr. McClure has extensive experience in corporate strategy, manufacturing, sales, operational, and intellectual capital expertise in various industries.

• Max H. Mitchell (President & CEO)*: Mr. Mitchell has been with Crane since 2004, in previous roles as President of Crane’s Fluid Handling Group, Executive Vice President and Chief Operating Officer, and President and Chief Operating Officer of Crane. Before joining Crane, he served in operating roles at Pentair Tool Group and Danaher Corp., and began his career at Ford Motor Company. He is a member of the G100 and sits on the Board of Trustees of the Manufacturers Alliance. Mr. Mitchell has comprehensive knowledge of the Company’s culture and operations gained from successive leadership positions of increasing responsibility; demonstrated expertise developing and driving corporate strategy and optimizing portfolio results; extensive knowledge of, and experience with, the global end markets in which the Company trades; broad international and domestic M&A expertise, including successful integration of acquired companies; and, extensive experience leveraging the Company’s intellectual/human capital management process to drive a performance-based culture

• Jennifer M. Pollino*: A highly experienced aerospace industry executive, Ms. Pollino held roles of increasing seniority at Goodrich Corporation. She is currently a consultant and executive coach at JM Pollino, LLC, and sits on the Boards of Hubbell Inc., Kaman Corp. (Lead Independent Director), and the National Association of Corporate Directors. She has broad experience as an aerospace industry senior executive with responsibility for corporate governance, intellectual capital, and organizational issues, as well as financial and operational expertise, gained in over 20 years as senior executive and general manager with a leading aerospace products company.

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• John S. Stroup*: With more than 30 years of experience in highly engineered product manufacturing, Mr. Stroup is the former Chairman, President, and CEO of Belden Inc., a leader in signal transmission and security solutions. He is currently an operating advisor at Clayton, Dubilier & Rice and director of Zurn Elkay Water Solutions Corp. Mr. Stroup has extensive experience in industrial manufacturing and business strategy development.

The executive officers of Crane Company will be (* indicates continuation of current role):

• Max H. Mitchell, President & CEO*: Bio above.

• Richard A. Maue, Executive Vice President & CFO*: Having joined Crane in 2007, Mr. Maue served in several leadership positions before assuming the CFO role in 2013. From 2019 through February 2023, he also served as segment leader for the Aerospace and Electronics segment. Prior to Crane, Mr. Maue was Vice President, Controller, and Chief Accounting Officer at Paxar Corp., now part of Avery Dennison. He began his career at Arthur Andersen.

• Anthony M. D’Iorio, Executive Vice President, General Counsel and Secretary*: Having joined Crane in 2005 as Assistant General Counsel and Assistant Secretary, Mr. D’Iorio became Deputy General Counsel in 2013 and assumed his current role in 2018. Previously, Mr. D’Iorio was Vice President, General Counsel, and Secretary at the U.S. subsidiary of Alstom SA, and practiced law at Hughes Hubbard & Reed LLP and Mudge Rose Guthrie Alexander and Ferdon.

• Tami Polmanteer, Executive Vice President, Chief Human Resources Officer*: Ms. Polmanteer joined Crane as Senior Vice President, Chief Human Resources Officer in March 2021 and was promoted to her current role in February 2023. Prior to joining Crane, She worked at Aleris Corp. as the Chief Human Resources Officer, a role she had held previously at Daymon Worldwide. Earlier in her career, she held senior HR roles at Kellogg Company and ABEX NWL Aerospace.

• Alejandro Alcala, Executive Vice President*: Mr. Alcala joined Crane in 2013 as President of the Pumps & Systems business, he subsequently led the ChemPharma & Energy business and served as Senior Vice President, Process Flow Technologies as well as overseeing all Regional Presidents. He assumed his current role in 2023 which includes management and operational oversight of all three of Crane Company’s business segments. Prior to Crane, Mr. Alcala held senior roles at Eaton Corp.

• Marijane Papanikolaou, Vice President, Controller & Chief Accounting Officer: A highly experienced financial executive, with experience as a corporate controller as well as across financial reporting and tax. She will join Crane on April 24, from Pitney Bowes, where she has spent eight years including most recently serving as Vice President, Corporate Controller. She also held senior reporting roles at GE and Avon. She began her career at Coopers & Lybrand.

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About Crane Holdings, Co. and the Upcoming Separation Transaction

Crane Holdings, Co. is a diversified manufacturer of highly engineered industrial products. Founded in 1855, Crane provides products and solutions to customers across end markets including aerospace, defense, chemical and petrochemical, water and wastewater, payment automation, and banknote security and production, as well as for a wide range of general industrial and consumer applications. The Company has four business segments: Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies, and Engineered Materials. Crane has approximately 11,000 employees in the Americas, Europe, the Middle East, Asia and Australia. For more information, visit www.craneco.com.

As previously announced, Crane will be separating into two independent companies on April 3, 2023. The separation is expected to occur through a tax-free distribution of the Aerospace & Electronics, Process Flow Technologies, and Engineered Materials businesses to the Company’s shareholders. Payment & Merchandising Technologies will be renamed Crane NXT concurrent with the separation, and the Aerospace & Electronics, Process Flow Technologies, and Engineered Materials businesses will be named Crane Company. Upon completion of the separation, shareholders as of the record date will own 100% of the equity in both of the publicly traded companies.

The separation is subject to the satisfaction of customary conditions. Shareholder approval is not required.

Forward-Looking Statements Disclaimer

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: statements regarding Crane’s and the ultimate spin-off company’s (“SpinCo”) portfolio composition and their relationship following the business separation; the anticipated timing, structure, benefits, and tax treatment of the separation transaction; benefits and synergies of the separation transaction; strategic and competitive advantages of each of Crane and SpinCo; future financing plans and opportunities; and business strategies, prospects and projected operating and financial results. In addition, there is also no assurance that the separation transaction will be completed, that Crane’s Board of Directors will continue to pursue the separation transaction (even if there are no impediments to completion), that Crane will be able to separate its businesses or that the separation transaction will be the most beneficial alternative considered. We caution investors not to place undue reliance on any such forward-looking statements.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained.

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Risks and uncertainties that could cause actual results to differ materially from our expectations include, but are not limited to: changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations that may harm our business, results of operation and stock price; the continuing effects from the COVID-19 pandemic on our business and the global and U.S. economies generally; information systems and technology networks failures and breaches in data security, theft of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information; our ability to source components and raw materials from suppliers, including disruptions and delays in our supply chain; demand for our products, which is variable and subject to factors beyond our control; governmental regulations and failure to comply with those regulations; fluctuations in the prices of our components and raw materials; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow our business as planned; risks from environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation; risks associated with conducting a substantial portion of our business outside the U.S.; being unable to identify or complete acquisitions, or to successfully integrate the businesses we acquire, or complete dispositions; adverse impacts from intangible asset impairment charges; potential product liability or warranty claims; being unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow; significant competition in our markets; additional tax expenses or exposures that could affect our financial condition, results of operations and cash flows; inadequate or ineffective internal controls; specific risks relating to our reportable segments, including Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies and Engineered Materials; the ability and willingness of Crane and SpinCo to meet and/or perform their obligations under any contractual arrangements that are entered into among the parties in connection with the separation transaction and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation and liabilities; and the ability to achieve some or all the benefits that we expect to achieve from the separation transaction.

Readers should carefully review Crane’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Crane’s Annual Report on Form 10-K for the year ended December 31, 2022 and the other documents Crane and its subsidiaries file from time to time with the SEC. Readers should also carefully review the “Risk Factors” section of the registration statement relating to the business separation, which has been filed by SpinCo with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These forward-looking statements reflect management’s judgment as of this date, and Crane assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.

We make no representations or warranties as to the accuracy of any projections, statements or information contained in this document. It is understood and agreed that any such projections, targets, statements and information are not to be viewed as facts and are subject to significant business, financial, economic, operating, competitive and other risks, uncertainties and contingencies many of which are beyond our control, that no assurance can be given that any particular financial projections ranges, or targets will be realized, that actual results may differ from projected results and that such differences may be material. While all financial projections, estimates and targets are necessarily speculative, we believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target

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results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that we or our representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities for sale.

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EX-99.2

Exhibit 99.2

Contact:

Jason D. Feldman

Vice President, Investor Relations

203-363-7329

www.craneco.com

Crane Company Completes Separation from Crane Holdings, Co.

To Celebrate Launch as Independent Company by Ringing Opening Bell^® at the

New York Stock Exchange

Will Begin Trading as an Independent Company under the ticker “CR”

STAMFORD, CT, (April 3, 2023) – Crane Company (“Crane,” NYSE: CR), a manufacturer of highly engineered industrial products, today announced the completion of its separation from Crane Holdings, Co., and its launch as an independent, publicly traded company. Crane will begin trading on the New York Stock Exchange on April 4, 2023 under the ticker “CR.”

Crane’s President and CEO, Max Mitchell, said: “Today marks another important milestone in Crane’s history. For decades, we have delivered consistent and differentiated execution, strengthening our business through organic growth and value-creating acquisitions. Now that the separation is complete, Crane Company is a simpler and more focused business, better positioned to tailor investment and capital allocation strategies to its two strategic growth platforms and to attract an investor base fully aligned with its strong growth and financial profile.”

To celebrate the completion of the separation transaction and first day of trading as an independent publicly traded company, Mr. Mitchell and the Crane leadership team will ring the New York Stock Exchange’s Opening Bell^® at 9:30 am ET on April 4, 2023.

About Crane Company

Crane Company is a manufacturer of highly engineered industrial products. Founded in 1855, Crane provides products and solutions to customers in the aerospace, defense and space, chemical and petrochemical, water and wastewater, pharmaceutical, and general industrial end markets. The Company is comprised of two strategic growth platforms, Aerospace & Electronics and Process Flow Technologies, as well as the Engineered Materials segment. Crane has approximately 7,000 employees in the Americas, Europe, the Middle East, Asia and Australia. For more information, visit www.craneco.com.

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Forward-Looking Statements Disclaimer

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations, including, but not limited to: statements regarding Crane’s portfolio composition and its relationship with Crane NXT, Co. following the business separation; benefits and synergies of the separation transaction; strategic and competitive advantages of Crane; future financing plans and opportunities; and business strategies, prospects and projected operating and financial results. We caution investors not to place undue reliance on any such forward-looking statements.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained.

Risks and uncertainties that could cause actual results to differ materially from our expectations include, but are not limited to: changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations that may harm our business, results of operation and stock price; the continuing effects from the COVID-19 pandemic on our business and the global and U.S. economies generally; information systems and technology networks failures and breaches in data security, theft of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information; our ability to source components and raw materials from suppliers, including disruptions and delays in our supply chain; demand for our products, which is variable and subject to factors beyond our control; governmental regulations and failure to comply with those regulations; fluctuations in the prices of our components and raw materials; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow our business as planned; risks from environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation; risks associated with conducting a substantial portion of our business outside the U.S.; being unable to identify or complete acquisitions, or to successfully integrate the businesses we acquire, or complete dispositions; adverse impacts from intangible asset impairment charges; potential product liability or warranty claims; being unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow; significant competition in our markets; additional tax expenses or exposures that could affect our financial condition, results of operations and cash flows; inadequate or ineffective internal controls; specific risks relating to our reportable segments, including Aerospace & Electronics, Process Flow Technologies and Engineered Materials; the ability and willingness of Crane and Crane NXT, Co. to meet and/or perform their obligations under any contractual arrangements that are entered into among the parties in connection with the separation transaction and any of their obligations to indemnify, defend and hold the other party harmless from and against various claims, litigation and liabilities; and the ability to achieve some or all the benefits that we expect to achieve from the separation transaction.

Readers should carefully review Crane’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Crane’s Annual Report on Form 10-K for the year ended December 31, 2022 and the other documents Crane and its subsidiaries file from time to time with the SEC. Readers should also carefully review

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the “Risk Factors” section of the information statement filed as an exhibit to Crane’s registration statement on Form 10. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These forward-looking statements reflect management’s judgment as of this date, and Crane assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.

Source: Crane Company

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XML

Document and Entity Information	Mar. 28, 2023
Cover [Abstract]
Entity Registrant Name	Crane Co
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001944013
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Mar. 28, 2023
Entity File Number	1-41570
Entity Tax Identification Number	88-2846451
Entity Address, Address Line One	100 First Stamford Place
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	363-7300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00
Trading Symbol	CR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false