Carrier Global (CARR) 8-KEntry into a Material Definitive Agreement

EXHIBIT 2.1

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CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

regarding the

sale and purchase of the climate solutions business

of

Viessmann Group GmbH & Co. KG

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Share Purchase Agreement

dated 25 April 2023 ("Signing Date")

by and between

and

and

- Seller, Purchaser, and Parent also referred to
individually as a "Party" and collectively as the "Parties" –

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TABLE OF CONTENTS

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List of Exhibits

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Recitals

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foregoing and (vii) controls and automation and auxiliary products in conjunction with digital and value added services in connection with each of the foregoing.

Therefore, the Parties agree as follows:

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Upon the terms and subject to the conditions of this Agreement, Seller hereby sells all of the outstanding shares in the Company ("Sold Shares") to Purchaser, and Purchaser hereby purchases the Sold Shares from Seller.

Subject to (i) the fulfilment (or waiver) of the Closing Conditions set forth in Section 9.1, (ii) the receipt by Seller of the Closing Payment Amount in accordance with Section 34.1.1 and the Share Consideration, and (iii) Section 9.5, Seller shall assign and transfer the Sold Shares to Purchaser, free and clear of all pledges, liens or other rights of encumbrance, on the Scheduled Closing Date in accordance with a share transfer agreement substantially in the form attached hereto as Exhibit 2.2 ("Share Transfer Agreement").

The Sold Shares are sold, and shall be transferred to Purchaser with all rights and obligations pertaining thereto, including the right to receive the profits for the financial

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year beginning after the Effective Date as well as any profits pertaining to previous financial years that have neither been distributed nor resolved to be distributed prior to the Effective Date. For the purpose of this Agreement, the "Effective Date" shall be 31 December 2022, 24.00 hours (CET).

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As consideration for the Sold Shares, Purchaser shall pay 20% of the Base Purchase Price i.e., EUR 2,400,000,000.00 ("20% Base Purchase Price Receivable") in shares of Parent subject to, and as further set out in Section 7 ("Share Consideration"). The remainder of the Purchase Price (i.e., after deduction of EUR 2,400,000,000.00) shall be paid by Purchaser in cash as further set out in Section 6 ("Cash Consideration").

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An illustrative calculation of the Purchase Price, based on the draft Effective Date Financial Statements attached hereto as Exhibit 3.4/1 ("Draft Effective Date Financial Statements"), is attached hereto as Exhibit 3.4/2 and leads to the projected Purchase Price set forth thereon ("Projected Purchase Price").

Not later than eight Business Days following receipt by Purchaser of the audited Effective Date Financial Statements, Seller shall deliver to Purchaser the calculation of the Purchase Price pursuant to Section 3.1 (specifying the amounts of the Adjustment Items and the underlying amounts in the Chart of Accounts) ("Final Purchase Price").

Except as set forth in Section 3.1 (Purchase Price) and, if applicable, Section 25.1.10 (Adjustment of Purchase Price resulting from Payments under Agreement), the Purchase Price and its determination have been finally agreed by the Parties and the Purchase Price shall not be subject to any further adjustment.

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Seller shall, and shall (if applicable) cause its Affiliates to, repay or otherwise settle all of its payables towards the Target Companies under the Intra-Group Financing Agreements (including accrued interest) on or prior to the Scheduled Closing Date (to the extent such payables have not otherwise been offset or reduced in accordance with Section 4.3.4).

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Seller's rights pursuant to this Section 4.3.6 shall terminate (Ausschlussfrist) to the extent that Seller has not notified Parent in writing of such claim within three months after the relevant claim has been raised by the insolvency administrator or insolvency monitor in writing against Seller, providing reasonable details thereof.

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At the latest with effect as of the Closing Date (but not later than 31 December 2023), Seller shall terminate, or cause to be terminated, the domination and profit and loss transfer agreement between Seller and the Company, dated 30 August 2014 ("DPLTA").

in each case (i) as shown in the non-consolidated financial statements (Einzelabschluss) of the Company for the financial year 2022, and (ii) in accordance with the terms of the DPLTA.

in each case (i) as shown in, and immediately after the preparation of, the non-consolidated financial statements (Einzelabschluss) of the Company as of the date of termination of the DPLTA, prepared in accordance with Section 5.3 ("DPLTA Termination Accounts"), and (ii) in accordance with the terms of the DPLTA.

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Seller and Purchaser shall cooperate and shall take all actions which are required to ensure that the Tax group for corporate income tax and trade tax purposes (körperschaftsteuerliche und gewerbesteuerliche Organschaft) between Seller and the Company has been, is and will remain recognized during its entire term (until and

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including the Effective Date). Hence, if and to the extent that any actions (including any payments or repayments) are required to preserve or remedy the recognition of such Tax group (for instance, with respect to Section 14 sentence 1 no. 3 German Corporate Income Tax), the Parties (i) shall take and shall procure that such actions will be taken, and (ii), as the case may be, shall effect and shall procure that such payments or repayments shall be effected between Seller and the Company without undue delay (unverzüglich), and be compensated in full between Seller and Purchaser applying Section 6.1(e) and 6.1(f) (Adjustment of Closing Payment Amount for Profit Transfer and Loss Compensation) mutatis mutandis, however without reduction for any Tax.

On the Scheduled Closing Date, Purchaser shall pay to Seller:

in each case calculated at a rate of:

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provided that notwithstanding anything to the contrary contained herein, no interest shall accrue during any period in which either (i) the Closing Conditions set forth in Sections 9.1.1 and 9.1.2 (Merger Clearances, Foreign Investment Clearances) have been satisfied but the Closing Condition in Section 9.1.11 (Required Notice) has not been satisfied or waived or (ii) all of the Closing Conditions set forth in Sections 9.1.1 through 9.1.4, 9.1.6, 9.1.7 and 9.1.8 (Merger Clearances, Foreign Investment Clearances, Effective Date Financial Statements, Required Financials, Russia and Iran, No Seller MAC and Certificate of No Seller MAC) have been satisfied or waived and the Closing Conditions set forth in Sections 9.1.5, 9.1.9 and 9.1.10 (Listing of Parent Shares, No Purchaser MAC and Certificate of No Purchaser MAC) are capable of being satisfied on the date which would be the Scheduled Closing Date if Purchaser offered in writing to close prior to 1 January 2024 and Seller refuses to accept such offer.

((a) through (g) collectively, the "Closing Payment Amount").

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If Purchaser fails to pay the Closing Payment Amount (or any portion thereof) as calculated by Seller pursuant to Section 6.1 when due, Seller may claim default interest (Verzugszinsen) on the Closing Payment Amount (or the relevant portion thereof) for the period from (and including) the Scheduled Closing Date through (but excluding) the date of payment of the entire Closing Payment Amount at a rate of eight percent per annum.

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The Purchase Price, the Closing Payment Amount and any other consideration owed under this Agreement in respect of the sale and transfer of the Sold Shares, the sale and assignment of the Intercompany Financing Receivables, the issuance and delivery of the Parent Shares and the contribution and assignment of the 20% Base Purchase Price Receivable shall be net amounts which are exclusive of any amount in respect of value added Tax (Umsatzsteuer) ("VAT"). It is the Parties' mutual understanding that such transactions are either not taxable (nicht umsatzsteuerbar) or exempt from VAT (umsatzsteuerfrei), and the Parties shall treat those transactions accordingly. If and to the extent that VAT is or becomes chargeable by law on any such transaction, the Party which is the recipient of the relevant supply or service shall pay to the Party which provides the relevant supply or service an amount equal to the relevant VAT in addition to the relevant consideration provided that the reverse charge provisions (according to which the recipient owes the VAT) do not apply. Any such VAT shall become immediately payable once the Party providing the relevant supply or service has provided the other Party with an invoice which complies with the provisions of Sections 14, 14a German VAT Act (UStG) or, if applicable, any respective Tax provision under the law of any other jurisdiction. In relation to such transactions, no Party shall waive any exemption from VAT pursuant to Section 9 German VAT Act (UStG) or, if applicable, a respective Tax provision under the Law of any other jurisdiction.

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Subject only to an increase of the number of Parent Shares pursuant to Section 7.3, the number of Parent Shares to be delivered as Share Consideration amounts to 58,608,959.

The Parties agree that if, in the period commencing (and including) on the Signing Date and ending (and including) the Closing Date,

this shall result in an equitable increase of the number of Parent Shares to be delivered to Seller as Share Consideration as set forth in Exhibit 7.3 "Adjustment of Share Consideration".

If Parent fails to issue and deliver the Share Consideration (or any portion thereof) when due, Seller may claim default interest (Verzugszinsen) on the 20% Base Purchase Price Receivable (or the relevant portion thereof) (as so calculated) for the period from (and including) the Scheduled Closing Date through (but excluding) the date of receipt by Seller of the Share Consideration at a rate of eight percent per annum, to be paid in cash to Seller.

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Neither Purchaser nor Parent shall be entitled to exercise any retention right with respect to Parent's obligation to issue and deliver the Share Consideration, except with regard to any claims which have been assessed by a final, binding and non-appealable decision of a court or arbitrator or which have been acknowledged and agreed by Seller in writing.

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The obligations of Purchaser and Seller to consummate the transactions contemplated by this Agreement ("Closing") are subject to the satisfaction, or waiver in accordance with Section 9.8, of all of the following conditions precedent ("Closing Conditions"):

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Target Companies have not commenced any activities in Russia or Iran other than those conducted by the aforementioned entities and the shares or other equity interests in the aforementioned entities are either (i) transferred to any party other than a Target Company under applicable law or (ii) spun-off (abgespalten) to any party other than a Target Company under German law pursuant to a hive-down agreement with customary terms including as-is/where-is provisions and a full indemnity in favor of the transferring Target Company in respect of any liabilities pertaining to the equity interests in the aforementioned entities and their business together with any other documents or registrations required to effect such spin-off in accordance with German law.

in each case of (a) through (c) during the period until satisfaction or due waiver of the Closing Conditions pursuant to Sections 9.1.1 through 9.1.4 (Merger Clearances; Foreign Investment Clearances; Effective Date Financial Statements; Required Financials);

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provided that, if such obstacle results from a breach by Seller of the representation set forth in Section 25 (Information Related to Merger Control and Foreign Investment Control) of the Warranty Schedule and Parent and Purchaser have complied with its obligations under Sections 9.6 (in particular Sections 9.6.3 and 9.6.4) and 9.5.2, Parent and Purchaser may refuse to proceed with the Closing without regard to the requirements in clauses (a) and (b) of this Section 9.5.1.

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will, in each case, be made without undue delay after the Signing Date and within any filing periods specified under applicable laws, where relevant (or, with respect to any such filings or notifications required to be made after the Closing, after the Closing Date), and in the case of the filings identified in Section 9.6.1(a) no later than within the periods set forth in Exhibit 9.6.1. Any such filings or notifications shall be prepared and made by Purchaser or Seller (as applicable), where relevant on behalf of all parties involved (except to the extent not permitted under applicable law), provided that any filing or notification and any amendment thereto shall require the prior written consent of the other Party, acting in good faith, in particular not unreasonably withholding, conditioning or delaying such consent, and further provided that a party shall not be in breach of its obligations to make a filing within the time periods agreed in Exhibit 9.6.1 if the delay is caused due to the other party unreasonably withholding, conditioning or delaying its consent to any filing or notification pursuant to this Section 9.6.1.

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provided that, for the purpose of such cooperation, Seller and Purchaser shall, to the extent legally required, agree on all appropriate and customary safeguards in order to avoid any exchange of competitively sensitive information and to adequately protect business secrets, including by making available any relevant information on a counsel-to-counsel basis only. Non-redacted versions of redacted information showing all competitively or commercially sensitive information shall be shared with the legal counsel of the other Party on a counsel-to-counsel basis provided that such exchange shall be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges.

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To the extent legally permissible, Seller and Purchaser may, by mutual agreement, waive any of the Closing Conditions. Purchaser may unilaterally waive, in full or in part, the Closing Conditions set forth in Section 9.1.3 (Receipt of Effective Date Financial Statements and Audit), Section 9.1.4 (Required Financials), Section 9.1.6 (Russia and Iran), and in Section 9.1.8 (Certificate of No Seller MAC) as well as the negative Closing Condition set forth in Section 9.1.7 (No Purchaser MAC Right). Seller may unilaterally waive, in full or in part, the Closing Condition set forth in Section 9.1.5 (Listing of Parent Shares) and in Section 9.1.10 (Certificate of No Purchaser MAC) and set forth in Section 9.1.11 (Required Notice) as well as the negative Closing Condition set forth in Section 9.1.9 (No Seller MAC Right). If the Closing Condition set forth in Section 9.1.11 (Required Notice) is not satisfied or waived by Seller on or prior to January 1, 2024, Purchaser may unilaterally waive, in full or in part, such Closing Condition.

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in each case provided that such termination right shall not be available to a Party (in case of Purchaser: Purchaser or Parent) who is in breach of any of its obligations in relation to the Closing Actions, or whose failure to comply with this Agreement has resulted in the termination right.

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Seller may terminate (zurücktreten) this Agreement by written notice to Purchaser if a

Seller shall be entitled to terminate this Agreement pursuant to this Section 10.2 at any time until the Closing Date.

Upon termination of this Agreement pursuant to Section 10.1 or 10.2, all rights and obligations of the Parties hereunder shall terminate without any liability of a Party to the other Party, other than obligations and liabilities;

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but in no event prior to 1 January 2024 (unless, prior to 1 October 2023, Seller has notified Purchaser in writing the request to close prior to 1 January 2024, and Purchaser has consented in writing to such request (which consent shall not be unreasonably withheld, conditioned or delayed));

provided, in each case, that Seller is not obligated to consummate the transactions contemplated by this Agreement if the Closing Conditions pursuant to Sections 9.1.5 (Listing of Parent Shares), 9.1.9 (No MAC with respect to Purchaser) and 9.1.10 (Certificate of No Purchaser MAC) are not satisfied on the relevant date, and that Purchaser is not obligated to consummate the transactions contemplated by this Agreement if the Closing Condition pursuant to Section 9.1.7 (No MAC with respect to Seller) or Section 9.1.8 (Certificate of No Seller MAC) was not satisfied as of the relevant date.

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Immediately after the Closing, the Parties shall confirm in a written document jointly executed by them that (i) the Closing Conditions pursuant to Section 9.1 have been duly fulfilled or waived, (ii) the Closing Actions have been duly taken (or waived) and that, therefore, (iii) the Closing has occurred. Upon execution of such closing memorandum, a draft of which is attached hereto as Exhibit 11.3 ("Closing Memorandum", all Closing Conditions shall be finally and irrevocably deemed waived.

Seller hereby represents and warrants to Purchaser in the form of an independent undertaking (selbständiges Garantieversprechen pursuant to Section 311 (1) of the German Civil Code ("BGB"), in accordance with and subject to the provisions below, that the statements set forth in Exhibit 12.1/1 ("Warranties"; and Exhibit 12.1/1, the "Warranty Schedule") are true and correct as of the Signing Date and as of the Closing Date, except as set forth in Exhibit 12.1/2 ("Disclosure Schedule"), the Bring-Down Certificate or specifically provided for or permitted by this Agreement (including the Carve-Out Measures), provided, however, that (i) the statements made as of any specific date shall only be true and correct as of such specific date, and (ii) the statements so indicated in the Warranty Schedule have only been reviewed and verified by Seller pursuant to the Agreed Standard. The scope and content of the Warranties and Seller's liability arising thereunder shall be exclusively defined by this Agreement (in particular, Sections 25 (Remedies of Purchaser) and 26 (Limitations of Seller's Liability) below and the limitations on Purchaser's rights and remedies set forth therein), which shall be an integral part of the respective Warranties, and no Warranty of Seller shall be construed as a seller's guarantee within the meaning of Sections 443 and 444 of the BGB (keine Garantie für die Beschaffenheit oder Haltbarkeit der Sache).

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Purchaser and Parent hereby warrant to Seller, jointly and severally (gesamtschuldnerisch), in the form of an independent undertaking (selbständiges Garantieversprechen) pursuant to Section 311 (1) of the BGB, that the statements set forth in Exhibit 13 (the "Purchaser and Parent Warranties") are true and correct, in each case as of the Signing Date and as of the Closing Date (unless otherwise stated).

With respect to certain Tax matters, the Parties agree as set forth in Exhibit 14 ("Tax Schedule"). No Party shall have any claims for, or in respect of, any Taxes under this Agreement other than those provided for in Section 5 (Domination and Profit and Loss Transfer Agreement), in Section 6.6 (VAT Clause), in Section 15 (No Leakage Undertaking), in Section 18.11 (Minority Interest in Real Estate Partnerships), in Exhibit 14 (Tax Schedule) and in Section 33 (Costs, Expenses, Fees and Charges). Therefore, no liability shall attach to any Party for, or in respect of, Taxes under any other provision of this Agreement. In case of a conflict between the provisions in Exhibit 14 (Tax Schedule) and this Agreement, the provisions in Exhibit 14 (Tax Schedule) shall prevail.

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"Leakage Recipient" means:

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((i), (ii) and (iii) collectively, the "Included Assets and Liabilities")

were not transferred to the Target Companies; or that

((i), (ii) and (iii) collectively, the "Excluded Assets and Liabilities")

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have not been transferred to the Remaining Seller's Group, it shall promptly notify the respective other Party.

Seller or Purchaser (as may be the case) shall procure that such payment is passed on to the relevant other Party.

Seller shall procure that all commercial agreements between members of the Remaining Seller's Group and Target Companies, other than the Continuing Agreements, are terminated on or prior to the Closing Date without any prepayment penalty or other extra costs for any party thereto.

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On the Scheduled Closing Date, the relevant members of the Remaining Seller's Group (to be procured by Seller) and the relevant Target Companies shall, with effect as of the Effective Date, enter into lease agreements, relating to real properties owned by the Remaining Seller's Group and used by the Target Companies as operating sites, sales offices and other business purposes, as set out in Exhibit 17.3/1 ("Leased Premises"), substantially in the form attached hereto as Exhibit 17.3/2 ("Lease Agreements").

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to (1) conduct their businesses in the ordinary course, consistent with past practice, and (2) use reasonable efforts to manage working capital in accordance with past practice in the last three years and not take any of the actions set forth below (other than in case of Permitted Conduct) without the prior written approval of Purchaser. Purchaser's approval shall not be unreasonably withheld or delayed and shall be deemed to be granted if and to the extent Purchaser does not object in text form to the e-mail addresses set forth in Exhibit 18.1.1(i) to any action (giving reasons therefor) (A) within twenty Business Days or, in case of Section 18.1.1(xxi)(I) but only to the extent referring to the Material Agreements listed in Schedule 17.1 (c), (d) and (j) (Material Agreements) of Exhibit 12.1/2, within two Business Days following receipt (Zugang) by Purchaser of Seller’s request for consent or (B) five Business Days prior to the lapse of a shorter deadline legally required or demonstrated by Seller is reasonably required for urgency reasons, in each case as notified by Seller.

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(including employees transferred to the Target Group pursuant to the Carve-Out Measures), except as set forth on section (xii) of Exhibit 18.1.1(ii);

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in each case, to the extent reasonably requested by Parent, the Debt Financing Sources, or required by the U.S. SEC in connection with the preparation or completion of the Debt Financing.

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In the period between the Signing Date and the Closing Date, Seller shall keep Purchaser reasonably informed on all material developments of the status and progress of the sale process for the Target Companies' business in Russia and the closure in Iran.

Seller shall notify the Landesbank Hessen-Thüringen in respect of the bank guarantee (Avalbürgschaft) granted dated 1 December 2017 and amended on 1 January 2023 to the benefit of Guido Seidel, Uferstr. 13, 35066 Frankenberg / Eder, acting as a trustee for the employees serving under an old-age part-time arrangement about the change at the

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shareholder level of the Target Companies in written form at the latest after the satisfaction of the Closing Conditions pursuant to Sections 9.1.1 through 9.1.4 (Merger Clearances; Foreign Investment Clearances; Effective Date Financial Statements; Required Financials).

Upon the reasonable request of Purchaser, during the period between the Signing Date and the Closing Date, Seller shall provide to Purchaser: (i) information reasonably requested by Purchaser in order to review deviations, if any, of the Draft Effective Date Financial Statements from the (audited) Effective Date Financial Statements, including additional details relating to any adjustments made pursuant to Section 3.3.2(d); (ii) information regarding the Target Companies reasonably necessary in order for the Purchaser to prepare for post-Closing integration activities (including information concerning the Target Companies' treasury activities (including blocking arrangements), tax affairs, IT systems, insurance and pension or retirement plans for employees, details of material contracts related to the above and other information that is reasonably necessary for planning the separation of the Target Companies from the Remaining Seller's Group and the transition of the Target Companies into the Purchaser's Group (including assessing any separation-related costs or any other costs relating to the continued operation of the Climate Solutions Business following Closing); and (iii) an opportunity to have a meeting (with such date and means to be determined in Seller's reasonable discretion) with a director, officer or Key Employee of each Target Company to allow Purchaser to prepare for such post-Closing integration activities, provided that the obligations of Seller under this Section 18.7 shall not extend to allowing access to information (a) which is reasonably regarded as confidential to the activities of Remaining Seller's Group, (b) which is commercially sensitive information of, or regarding the Target Companies that cannot be shared with Purchaser prior to Closing due to compliance with applicable law, (c) the disclosure of which would jeopardize applicable legal privilege or protection or contravene any applicable laws, contracts or obligations of confidentiality, or (d) in a manner that is disruptive to the business of the Target Companies in any material respect.

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Seller shall be permitted to grant one-time, special cash bonuses in the aggregate amount and pursuant to the terms set forth on Exhibit 18.10 in relation to the Closing (the "Special Bonuses"). In the event that Seller makes use of such right, Seller shall, and shall cause the Company and the other Target Companies to, enter into the payment agency agreement reasonably acceptable to Purchaser on the terms set forth on Exhibit 18.10.

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Parent undertakes to put Purchaser into a position to make all payments required to be made by Purchaser under this Agreement, and guarantees to Seller, in the form of an independent undertaking (selbständiges Garantieversprechen) pursuant to Section 311 para. 1 of the BGB, the due and timely fulfilment of all obligations of Purchaser under this Agreement.

Between the Signing Date and the Closing Date, Parent will not make any share repurchases that are outside of the ordinary course of business, or inconsistent with past practice, or not in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended from time to time.

Parent shall procure that the Parent Shares to be issued as Share Consideration shall have been approved for listing on the New York Stock Exchange prior to the Scheduled Closing Date, subject only to official notice of issuance.

Parent shall use reasonable efforts to make available to Seller all documents and records which are necessary for the determination of whether any dividend or other distribution of the Parent to the Seller can be classified as non-taxable repayment of capital (Einlagenrückgewähr) for purposes of Section 27 German Corporate Income Tax Act (Körperschaftsteuergesetz), and shall timely file with the competent German tax authorities any application and declaration required to ensure that any such dividends or distributions are treated as non-taxable repayment of capital, as applicable.

Purchaser shall procure and warrants (steht dafür ein) the following:

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In the event of unforeseen material negative variances after the Closing in the business environment of the Target Companies as compared to the Signing Date that put the Target Companies' businesses at risk, or a commercially compelling business reason of similar kind and nature, Seller's nominee on the board of directors of Parent (nominated pursuant to the Investor Rights Agreement) and Purchaser shall, together with the constituencies concerned, discuss in good faith whether or not the commitments under Section 22.1 need to be adjusted.

In the event of any transfer to a third party (whether as a result of a sale, merger, restructuring or otherwise) of any business carried out by the Target Companies on the Closing Date to a third party (other than Purchaser or a member of the Target Companies), including any further transfer by any third party to another third party), Purchaser shall impose, or cause the relevant company to impose, the covenants contained in this Section 22 on the new owner of the relevant business (or part thereof) and Seller shall be an express third party beneficiary of such covenants, entitled to enforce the same.

At Closing, Seller and Parent shall enter into an Investor Rights Agreement, contemplating, among other things, (i) certain governance and information rights of Seller resulting from Seller's shareholding in Parent, and (ii) resale, demand and piggyback registration rights, substantially in the form attached hereto as Exhibit 23 ("Investor Rights Agreement").

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On the Scheduled Closing Date, Seller shall enter into a license agreement with a member of the Purchaser's Group, an agreed draft of which is attached as Exhibit  24.1 ("License Agreement").

After the Closing Date, unless permitted under the License Agreement, Purchaser shall procure that neither it nor any of its Affiliates or any Target Company will use, or permit any third party to use, any name, trade name, trademark, Internet domain name or logo of the Remaining Seller's Group ("Seller's Marks") or any other name or mark confusingly similar thereto or indicating that the Seller or any of its Affiliates, including any Target Company, is part of the Remaining Seller's Group.

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Other than with respect to any claims made pursuant to Exhibit 14 (Tax Schedule), Seller shall not be liable to Purchaser for any Loss pursuant to Section 25.1.1 arising out of the inaccuracy of any Warranty of Seller if and to the extent that the facts or circumstances resulting in the inaccuracy of a Warranty of Seller

For purposes of this Agreement, "Fairly Disclosed" means that the facts and circumstances required to assess the relevant matter including its effects were either (i) disclosed prior to the Signing Date in the applicable section of the Data Room or any other section of the Data Room reasonably connected with the relevant facts and circumstances, provided that with respect to Tax Warranties (including the Warranty in Section 13.2 of the Warranty Schedule to the extent it relates to compliance with Tax law), any facts and circumstances disclosed in any section of the Data Room other than the Tax section shall be deemed disclosed only if and to the extent an experienced, professionally advised investor, applying the standard of care of a prudent business person, could reasonably be expected to identify a potential Tax relevance, or (ii) are disclosed otherwise in text form to the e-mail addresses set forth in Exhibit 18.1.1(i) in the period after the Data Room has been closed on 25 April 2023, 6:00 p.m. CET until the Signing Date, in each case disclosed in a manner and in such reasonable detail that the relevant matter and its effects could be identified by an experienced, professionally advised investor, applying the standard of care of a prudent business person.

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Party Claim"), Purchaser agrees to permit (and shall cause the relevant Target Companies to permit) Seller and its representatives to participate in the defence of the Third Party Claim. In addition, Seller shall have the right, at any time during the proceedings, at Seller's cost, to assume the control of the defence of the Third Party Claim. In such case, Seller may defend the relevant claim addressee by all appropriate actions and shall have the sole power to direct and control the defence, including the right to select and instruct counsel (who shall be empowered by Purchaser or the relevant Target Companies by such documents as reasonably requested by Seller). If Seller has assumed the control of the defence, Seller shall also have the right to request Purchaser to settle, acknowledge, or cease to defend, the Third Party Claim, provided that Seller shall obtain Purchaser's prior written consent (not to be unreasonably withheld or delayed) to the extent that, as a result of any of the foregoing, any obligation would be imposed on Purchaser or a Target Company for which Purchaser is not indemnified under this Agreement or if Purchaser or a Target Company would be subject to any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing. If and for as long has Seller has not assumed the control of the defence of the Third Party Claim, Purchaser and the Target Companies may defend the Third Party Claim as they deem appropriate (subject to Section 25.1.7 and this Section 25.3); provided, however, that Purchaser shall ensure that neither the Third Party Claim nor any allegation, finding, fact or circumstance relating thereto will be settled, acknowledged or conceded without Seller's prior written consent (not to be unreasonably withheld or delayed). If Seller assumes the defence, Purchaser shall be entitled to participate in the defence and to employ separate counsel of its choice for such purpose at its own cost.

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All claims of Seller against Purchaser and/or Parent (as the case may be) under this Agreement (except for any claims of Seller pursuant to Section 6.6 (VAT), Section 18.11 and Section 33.1.3 and claims arising under the Tax Schedule, which shall be time-barred in accordance with Section 13 of the Tax Schedule), shall be time-barred (verjähren) in accordance with applicable law.

Subject to the Closing, Purchaser shall indemnify and hold harmless Seller, any other member of the Remaining Seller's Group and their respective directors, officers, employees and advisers (collectively, including Seller, the "Seller Indemnified Parties") from any Losses as a result of any of the following claims (whether made by a Target Company, any party acting on its behalf, including any administrator, receiver or trustee, or any third party) (each such claim, a "Seller Indemnified Claim"), in each case except if and to the extent that Purchaser has an enforceable claim against Seller in respect of the relevant Seller Indemnified Claim under this Agreement:

SPA Execution Version

Purchaser's aggregate liability arising out of and under this Agreement shall in aggregate be limited to 100% of the Purchase Price, with the exception of claims arising from fraudulent (Betrug) or wilful (Vorsatz) behaviour of Purchaser that cannot be excluded under mandatory law.

Seller's right to claim indemnification in relation to a Seller Indemnified Claim shall be time-barred (verjährt) twelve months after Seller has received written notice of the relevant Seller Indemnified Claim. Section 26.1.2 shall apply mutatis mutandis.

Subject to the Closing, Seller shall indemnify and hold harmless Purchaser from any Loss of the Target Companies resulting from any claims against any Target Company [***].

SPA Execution Version

Subject to the Closing, Seller shall indemnify and hold harmless Purchaser from the matter set forth on Exhibit 29.2, subject to the terms set forth therein.

Subject to the Closing, Seller shall indemnify and hold harmless Purchaser from any Loss of the Target Companies resulting from any joint, joint or several, or secondary liability (Haftung) for any obligation or liability (i) of a member of the Remaining Seller's Group or (ii) allocated to the Remaining Seller's Group as part of the Carve-Out Measures.

Subject to the Closing and Section 30.2 (Permitted Business Operations), Seller shall not, and shall procure that (i) the Remaining Seller's Group, (ii) Professor Martin Viessmann and Max Viessmann as well as (iii) any entity or foundation over which Professor Martin Viessmann and/or Max Viessmann (jointly) have controlling influence (beherrschender Einfluss) within the meaning of Section 17 para. 1 of the German Stock Corporation Act (AktG) ((i), (ii) and (iii) collectively, "Controlled Business") will not, for a period of two years after the Closing engage in any business active in the development, manufacturing and distribution of premium energy generation products for residential climate (heating and air conditioning), i.e., heat pumps and H2 ready boilers, energy management, and battery storage solutions, in each case as conducted by the Target Companies on the Signing Date.

Notwithstanding Section 30.1 (Non-Compete Obligation), Seller and any Controlled Business shall be permitted to continue their business and investment operations conducted as of the Signing Date of this Agreement, including both natural extensions and investments, such as acquisitions of businesses if the acquired business is not primarily engaged in areas protected by the non-compete pursuant to Section 30.1.

SPA Execution Version

Subject to the Closing, Seller shall not and shall procure that any Controlled Business will not, for a period of two years after the Closing, hire or solicit for employment any Key Employee or Company Executive Director of any Target Company, provided that bona fide general advertisement, engagement of search firms, placement or recruiting agencies that is, in each case, not targeted at any such Key Employee, employment upon the initiative of the Key Employee, or with the prior written consent of Purchaser shall not be prohibited.

SPA Execution Version

SPA Execution Version

The confidentiality agreement, dated 8 November 2022, between Seller and Parent as well as the clean team agreement, dated 3 March 2023, between Seller and Parent shall remain in effect until the Closing Date and terminate with effect as of the Closing. In the event this Agreement is terminated, the confidentiality agreement and the clean team agreement shall remain in effect in accordance with their terms, provided, however, that the limitation periods applicable thereunder shall run again at full length from the effective date of termination of this Agreement.

SPA Execution Version

Except as set forth in Section 33.1 above, each Party shall pay its own costs and expenses, including the costs of its advisors, incurred in connection with this Agreement.

Seller and Purchaser are aware of the obligations to notify the competent German Tax Authorities of the transactions contemplated by this Agreement pursuant to Sections 19, 20 German RETT Act (GrEStG) (each such notification, a "RETT Notification"). Seller shall provide or procure that the Target Companies or Seller's Affiliates provide the Purchaser with any information to be included in the RETT Notifications five (5) calendar days after the Signing Date, at the latest. Purchaser shall notify the competent Tax Authority of the execution of this Agreement in accordance with Sections 19, 20 RETT Act within two (2) weeks after the Signing Date, and shall, prior to the submission of such RETT Notification and at the latest three (3) Business Days prior to the filing deadline, provide Seller with a draft of such RETT Notification. Purchaser shall further reflect in such RETT Notification any reasonable comments Seller may provide to Purchaser within two (2) Business Days after receipt of the draft, but in any event not later than one (1) Business Day prior to the filing deadline.

Purchaser shall further procure that any relevant Target Company notifies the competent Tax Authority of the Closing in accordance with Sections 19, 20 RETT Act within two weeks after the Closing (each such notification a "Closing RETT Notification"), and shall, prior to the submission of such Closing RETT Notification and at the latest three (3) Business Days prior to the filing deadline, provide Seller with a draft of such Closing RETT Notification and shall reflect in such Closing RETT Notification any reasonable comments Seller may provide to Purchaser within two (2) Business Days after receipt of the draft, but in any event not later than one (1) Business Day prior to the filing deadline. Seller shall procure that any relevant Target Company engages, at Purchaser’s cost and written request (to be received by Seller at the later of (i) twenty five (25) Business Day prior to Closing) or (ii) three (3) Business Days after the last of the Closing Conditions stipulated in Section 11.1.1(a)(i) (Place and Time of Closing) has been satisfied), a tax advisor determined by Purchaser with the preparation of such Closing RETT Notification at the latest five (5) Business Days prior to Closing. Should real estate Transfer Tax be assessed in respect of the signing of this Agreement, the Purchaser shall take in a timely manner all steps (including the filing of applications) required in order to achieve that such assessment will be revoked (aufgehoben), and shall keep Seller informed of such steps and any related communication with any Tax Authority in writing in due course.

SPA Execution Version

Seller and Purchaser shall cooperate with each other in connection with any Tax matter contained in this Section 33, including in connection with the determination of the amount of any Transfer Taxes, the provision of any documentation or filing that may reduce or eliminate any such Transfer Taxes and in order to ensure that any notifications to be filed with the competent Tax Authorities in respect of the transactions contemplated by this Agreement are filed in time and in the name of Seller and/or the Target Companies, as the case may be, and Purchaser (herein "Tax Notification"). Purchaser shall prepare and file any such Tax Notification and, to the extent such Tax Notification relates to Taxes with respect to which Seller may be liable, provide Seller with a copy of the final draft of such Tax Notification for review and consent of Seller at the latest ten (10) Business Days prior to the filing deadline. Purchaser shall and shall procure (steht dafür ein) that the Target Companies do not file any Tax Notification without prior written consent of Seller, such consent not to be unreasonably withheld and shall be deemed to be granted if Seller does not object within five (5) Business Days after receipt of an approval request from Purchaser.

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relevant bank account and (ii) the value date as of which such amount has been credited to such account (Wertstellungsdatum).

Interest payable under any provision of this Agreement shall be calculated on the basis of actual days elapsed, divided by 360.

Any notice, request, demand or other communication under or in connection with this Agreement shall be made in writing in the English language and delivered by hand, courier or e-mail (provided that any electronic submission includes a duly signed copy of the relevant notice or other communication) to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Party in the same manner:

Viessmann Group GmbH & Co. KG

Attn.: Nadja Hanuschkiewitz

General Counsel

Viessmannstraße 1

35108 Allendorf (Eder)

Germany

nadja@viessmann.family

With a copy to Seller's Legal Counsel:

Hengeler Mueller Partnerschaft von Rechtsanwälten mbH

Attn.: Dr. Matthias Hentzen / Thomas Meurer

Benrather Straße 18-20

40213 Düsseldorf

Germany

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matthias.hentzen@hengeler.com / thomas.meurer@hengeler.com

Carrier Global Corporation

Carrier World Headquarters

Attn.: Francesca Campbell

13995 Pasteur Boulevard

Palm Beach Gardens

Florida 33418

USA

francesca.campbell@carrier.com

With a copy to Parent's Legal Counsel:

Paul, Weiss, Rifkind Wharton & Garrison LLP

Attn: Scott Barshay / Laura Turano

1285 Avenue of the Americas

New York

New York, 10019

USA

sbarshay@paulweiss.com / lturano@paulweiss.com

Linklaters LLP

Attn: Derek Tong / Dr. Timo Engelhardt

One Silk Street

London EC2Y 8HQ

United Kingdom

derek.tong@linklaters.com / timo.engelhardt@linklaters.com

SPA Execution Version

This Agreement (including the arbitration agreement contained in Section 36.2) shall be governed by the laws of Germany.

Any dispute arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be finally settled, under exclusion of any state court's competence (except for proceedings for temporary or interlocutory relief), by arbitration in accordance with the arbitration rules of the International Chamber of Commerce (ICC), as in effect from time to time, provided that neither the Emergency Arbitrator Provisions nor the Expedited Procedure Provisions thereof shall apply. The arbitral tribunal shall consist of three arbitrators. Each arbitrator shall be eligible for the office of a judge in Germany. The place of arbitration shall be Frankfurt am Main, Germany. The language to be used in the arbitration proceedings shall be English, provided that no Party shall be under an obligation to provide to the arbitral tribunal English translations of any documents in the German language that are submitted for evidence purposes.

Parent hereby appoints every partner of Linklaters LLP admitted to the German bar, as its agent for service of process (Zustellungsbevollmächtigter) for all legal proceedings involving Parent arising out of or in connection with this Agreement. This appointment shall only terminate upon the appointment of another agent for service of process domiciled in Germany, provided that the agent for service of process is an attorney admitted to the German bar (in Deutschland zugelassener Rechtsanwalt) and his appointment has been notified to and approved in writing by Seller (which approval shall not be unreasonably withheld or delayed). Parent shall promptly after the Signing Date and upon the appointment of any new agent for service of process (as the case may be) issue to the agent a written power of attorney (Vollmachtsurkunde) and shall irrevocably instruct the agent to submit such deed in connection with any service of process under this Agreement.

SPA Execution Version

Subject to Section 37.7, any provision of this Agreement (including this Section 37.2) may be amended or waived only if such amendment is (i) by written instrument executed by all Parties (provided that any execution in counterparts shall be made in accordance with Section 35) or (ii) by notarized deed, if required by law.

Except as expressly otherwise agreed upon, no provision of this Agreement shall bind, or result in any obligation or guarantee (Einstandspflicht) with respect to, any (direct or indirect) shareholder of Seller or any of such shareholder's Affiliates other than Seller.

Neither this Agreement nor any provision contained in this Agreement is intended to confer any rights or remedies upon any person other than Seller or Purchaser or any other entity expressly set forth in the respective provision (kein Vertrag (mit Schutzwirkung) zugunsten Dritten).

Except as expressly set forth in this Agreement, Purchaser may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any

SPA Execution Version

claims arising under any Warranty, covenant or indemnity by Seller) without the prior written consent of Seller; provided that Purchaser may assign this Agreement to a direct or indirect wholly owned subsidiary of Parent without Seller's prior written consent subject to the condition subsequent (auflösende Bedingung) of the transferee no longer being a direct or indirect wholly owned subsidiary of Parent; provided further that no such assignment will relieve Purchaser or Parent of its obligations under this Agreement.

Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply if this Agreement turns out to be incomplete (gap – Regelungslücke); in this case, in order to fill the gap, a suitable and equitable provision shall be deemed to have been agreed upon which comes as close as possible to what the Parties, in the light of the intent and purpose of this Agreement, would have agreed upon if they had considered the matter.

Each of the Parties understands that the Parent and/or Purchaser may obtain Debt Financing, including pursuant to the Financing Commitments, to perform their respective obligations under this Agreement (collectively, whether in the form of commitment letters or otherwise, the "Debt Financing Agreements", and the financing institutions Parties thereto (the "Debt Financing Sources"), together with their respective Affiliates and their and their Affiliates' respective directors, officers, employees, or stockholders, collectively, the "Debt Financing Parties"). The Company's Group and their Affiliates and representatives agree that none of the Company's Group or their Affiliates and representatives are legal beneficiaries of any Debt Financing Agreement. Each of the Company's Group and their Affiliates, shareholders and representatives (i) hereby irrevocably acknowledges and agrees that no Debt Financing Party shall have any liability or obligations of any kind to any of the Company's Group or their Affiliates or representatives arising out of or relating to this Agreement or any Debt Financing Agreement and hereby waives any such liability or obligation, as applicable, and (ii) hereby agrees not to pursue any cause of action against any Debt Financing Party with respect to this Agreement or any Debt Financing Agreement. It is also hereby agreed that in no event will any of the Company's Group or their Affiliates or representatives be

SPA Execution Version

entitled to specific performance of any Debt Financing Agreement against the Debt Financing Parties.

Notwithstanding anything in this Agreement to the contrary, each Party acknowledges and irrevocably agrees (i) that any legal action or proceeding of any kind against any Debt Financing Party directly or indirectly arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or a federal court), and any appellate court from thereof, (ii) that any legal action or proceeding of any kind against any Debt Financing Party shall be governed by, and construed in accordance with, the laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such legal action in any other court, (iv) that any Debt Financing Parties are express third party beneficiaries of this Section 37.7 and may enforce the provisions of this Section 37.7, and (v) that, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any legal action or proceeding of any kind against any Debt Financing party directly or indirectly arising out of or relating to this Agreement or the performance hereunder is hereby irrevocably and unconditionally waived to the fullest extent permitted by applicable law.

Notwithstanding anything else to the contrary herein, the provisions of this Section 37.7 may not be amended, modified or supplemented in any manner adverse to a Debt Financing Party without the prior written consent of each related Debt Financing Source.

[Signature Page of Viessmann Group GmbH & Co. KG to Share Purchase Agreement]

[Signature Page of Blitz F23-620 GmbH to Share Purchase Agreement]

[Signature Page of Carrier Global Corporation to Share Purchase Agreement]

Exhibit 12.1/1 – Warranty Schedule

No bankruptcy, insolvency or similar proceedings are pending, or have been applied for with respect to Seller or any Target Company by the respective management nor, pursuant to the Agreed Standard, by any third party, and neither Seller nor any Target Company is required under the laws of its incorporation to file for bankruptcy or insolvency. Seller has not initiated any restructuring proceedings pursuant to the German Act on the Stabilization and Restructuring Framework for Companies (StaRUG) or similar proceedings under applicable law with respect to any Target Company.

Date Financial Statements (i.e., balance sheet, P&L, and cash flow statement, but no supplementary notes and account reconciliations)

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft has issued an unqualified audit opinion (uneingeschränkter Bestätigungsvermerk) in accordance with the German auditing standards IdW PS 480 and 490, stating that the Effective Date Financial Statements have been prepared, in all material respects, in accordance with the basis of preparation set out therein.

Pursuant to the Agreed Standard, none of the Material Target Companies is a party to, or has any legally binding commitment to become a party to, any material off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between the Company, on the one hand, and any unconsolidated Affiliate on the other hand), including any "off-balance sheet arrangement".

The Draft Effective Date Financial Statements, attached as Exhibit 3.4/1 to this Agreement, have been prepared (i) by the Company's management in good faith based on the facts actually known by the management at the time of the preparation and based on

the books and records of the Seller's Group, and (ii) pursuant to the Agreed Standard, with the diligence of a prudent businessperson.

created under applicable law (including pledges and other security rights in favor of tax authorities or other governmental entities), (iv) liens, retention of title rights, pledges or other security rights in favor of landlords, suppliers, mechanics, workmen, carriers and the like, and (v) the liens, pledges, other rights and encumbrances set forth in the Disclosure Schedule, provided that liens, pledges and other rights and encumbrances are deemed set forth in the Disclosure Schedule if they are granted under existing credit and financing agreements and such credit and financing agreements have been Fairly Disclosed to Purchaser prior to the Signing Date.

Target Companies, the "Owned Intellectual Property Rights"), in each case specifying as to each, as applicable: (i) the nature of such Intellectual Property Right, (ii) the registered owner of such Owned Registered Intellectual Property Right and (iii) the jurisdictions in which such Owned Registered Intellectual Property Right has been registered, or in which an application for such issuance or registration has been filed, and the registration or application numbers.

Rights that are material to the business of the Target Companies (collectively the "Company Trade Secrets"). Pursuant to the Agreed Standard, except where this would not have a Material Adverse Effect, no material Company Trade Secrets have been disclosed by any Target Company to any third party other than pursuant to valid and enforceable written agreements restricting the disclosure and use of Company Trade Secrets. Pursuant to the Agreed Standard, except where this would not have a Material Adverse Effect, no such protective steps and no such restrictive agreements have been breached, except as would not have, individually or in the aggregate, a Material Adverse Effect.