This summary highlights selected information contained in this proxy statement, including with respect to the Merger Agreement and the Merger. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information.”

SPX FLOW, Inc., a Delaware corporation, referred to as “SPX FLOW,” the “Company,” “we,” “our” or “us,” operates in two business segments: the Nutrition and Health segment and the Precision Solutions segment. Based in Charlotte, North Carolina, SPX FLOW innovates with customers to help feed and enhance the world by designing, delivering and servicing high-value process solutions at the heart of growing and sustaining our diverse communities. The product offering of the Company's continuing operations is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of sanitary and industrial markets. In 2020, SPX FLOW had approximately $1.4 billion in annual revenues, with approximately 36%, 37%, and 27% from sales into the Americas, EMEA, and Asia Pacific regions, respectively, and has continuing operations in more than 30 countries and sales in more than 140 countries.

SPX FLOW's product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, chemical processing, compressed air and mining. From an end-market perspective, in 2020, approximately 47% of our revenues were from sales into the food and beverage end markets and approximately 53% were from sales into the industrial end markets. Our core strengths include expertise in rotating, actuating and hydraulic equipment, a highly skilled workforce, global capabilities, product breadth, and a deep application knowledge that enables us to optimize configuration and create custom-engineered solutions for diverse processes.

SPX FLOW's common stock is traded on the NYSE under the symbol “FLOW.”

Additional information about the Company is contained in our public filings, which are incorporated by reference herein. See the sections entitled “Where You Can Find Additional Information” and “Parties to the Merger—SPX FLOW.”

Buyer, an investment vehicle formed by Lone Star Fund XI, L.P. (“Lone Star”), is a Delaware limited liability company formed on November 4, 2021, for the purpose of effecting the Merger. Buyer has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger. After completion of the transactions contemplated by the Merger Agreement, Buyer (or its permitted assigns) will be the parent entity of the Company.

See the section entitled “Parties to the Merger—LSF11 Redwood Acquisitions, LLC”

Merger Sub, a direct wholly-owned subsidiary of Buyer, is a Delaware corporation formed on December 7, 2021, for the purpose of effecting the Merger. Under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Buyer. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

See the section entitled “Parties to the Merger—Redwood Star Merger Sub, Inc.”

The Special Meeting of SPX FLOW stockholders will be held on    , 2022 at  :  a.m. (Eastern Time). This Special Meeting will be held in person at 13320 Ballantyne Corporate Place, Charlotte, NC 28277.

The Special Meeting is being held to consider and vote on the following proposals:

Completion of the Merger is conditioned on, among other things, the approval of the Merger Proposal by holders of SPX FLOW common stock. Approval of the Advisory Compensation Proposal and the Adjournment Proposal are not conditions to the obligation of the Company to complete the Merger.

You are entitled to vote at the Special Meeting if you owned shares of SPX FLOW common stock at the close of business on    , 2022 (the “Record Date”). Each holder of SPX FLOW common stock shall be entitled to one vote for each such share owned at the close of business on the Record Date.

As of the close of business on    , 2022, there were     shares of the Company common stock outstanding and entitled to vote at the Special Meeting.

A complete list of SPX FLOW stockholders entitled to vote at the Special Meeting will be available for inspection at SPX FLOW's principal place of business during regular business hours for a period of no less than 10 days before the Special Meeting at 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277. If SPX FLOW's headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of SPX FLOW stockholders will be made available for inspection upon request to SPX FLOW's Investor Relations and Strategic Insights at 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277, subject to the satisfactory verification of stockholder status. The list of SPX FLOW stockholders entitled to vote at the Special Meeting will also be made available for inspection during the Special Meeting.

The holders of not less than one-third of the shares of Company common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy will constitute a quorum at the Special Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum. Once a share is represented at the Special Meeting, it will be counted for the purposes of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established.

Approval of the Merger Proposal requires the affirmative vote of a majority of the voting power of all issued and outstanding shares of SPX FLOW common stock entitled to vote on the proposal as of the close of business on the Record Date. A failure to vote your shares of common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. Broker non-votes will count as a vote “AGAINST”.

Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote. An abstention or a failure to vote your shares of common stock will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal. Broker non-votes will have no effect.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote. An abstention or a failure to vote your shares of common stock will have the same effect as a vote “AGAINST” the Adjournment Proposal. Broker non-votes will have no effect.

You will be asked to consider and vote upon the Merger Proposal to approve the Agreement and Plan of Merger, dated as of December 12, 2021, by and among Buyer, Merger Sub and SPX FLOW, which, as it may be amended from time to time, is referred to in this proxy statement as the “Merger Agreement.” A copy of the Merger Agreement is attached as Annex A. The Merger Agreement provides, among other things, that at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into the Company, with the Company surviving the Merger (the “Surviving Corporation”). In the Merger, each share of common stock, par value $0.01, of SPX FLOW (referred to in this proxy statement as the “common stock,” the “Company common stock” or the “SPX FLOW common stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) will be converted into the right to receive the merger consideration of $86.50 per share in cash, without interest thereon (the “Per Share Price”). Buyer, SPX FLOW, Merger Sub, and the paying agent for the merger consideration will each be entitled to deduct and withhold any amounts due under applicable laws from the amounts that would otherwise be payable under the terms of the Merger Agreement. Upon completion of the Merger, SPX FLOW will continue its existence as a Delaware corporation and will be a wholly owned subsidiary of Buyer, the SPX FLOW common stock will no longer be publicly traded and SPX FLOW's existing stockholders will cease to own SPX FLOW common stock.

Restricted Shares. At the Effective Time, each outstanding share of restricted stock (a “Restricted Share”), will be fully vested, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to the Per Share Price.

Stock Options. At the Effective Time, each outstanding option to purchase shares of Company common stock (a “Stock Option” or “Option”), whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to (1) the total number of shares of Company common stock issuable upon exercise in full of such Option, multiplied by (2) the excess, if any, of the Per Share Price over the exercise price per share of such Option. Each Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled as of the Effective Time without payment.

Performance Stock Units. At the Effective Time, each outstanding performance-based restricted stock unit award (a “Performance Stock Unit” or “PSU”), to the extent unvested will vest in accordance with the following provisions: (i) if the applicable performance period has not been completed, the PSU will vest at the target level of performance (or, with respect to the PSUs that vest on the basis of the Company's operating income margin, at 325% of the target level of performance and with respect to the PSUs that vest on the basis of the Company's total shareholder return and were issued in 2020 or 2021, at 200% of the target level of performance) and (ii) if the applicable performance period has been completed, the PSU will vest at the actual level of performance, as determined in accordance with the terms of each outstanding award agreement. All such vested PSUs will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to (1) the total number of shares of Company common stock subject to such vested PSUs, multiplied by (2) the Per Share Price.

Restricted Stock Units. At the Effective Time, each outstanding restricted stock unit award (a “Restricted Stock Unit”), vested or unvested, will be fully vested, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to (1) the total number of shares of Company common stock subject to such Restricted Stock Units, multiplied by (2) the Per Share Price.

Each party's obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the closing of the following conditions:

The respective obligations of Buyer and Merger Sub to complete the Merger are subject to the satisfaction or waiver by Buyer at or prior to the closing of the following additional conditions, among others:

The obligation of the Company to complete the Merger is subject to the satisfaction or waiver by the Company at or prior to the closing of the following additional conditions, among others:

No party may rely, either as a basis for not completing the Merger or any of the other transactions contemplated by the Merger Agreement or terminating the Merger Agreement and abandoning the Merger, on the failure of a condition to closing set forth in the Merger Agreement to be satisfied if such failure was caused by such party's breach of the Merger Agreement.

As of the date of the filing of this proxy statement, we expect to complete the Merger during the first half of calendar year 2022. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, which are described in this proxy statement and include regulatory clearances, and it is possible that the Merger will not be completed until a later time, or at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. After the Requisite Company Vote is obtained, the Company's Board of Directors (referred to in this proxy statement as the “Board,” “the Company's Board” or “SPX FLOW's Board”) will not have the right to terminate the Merger Agreement in order to accept any acquisition proposal. We expect to complete the Merger promptly after the Requisite Company Vote is obtained and all required regulatory clearances have been received.

After careful consideration, the Company's Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, SPX FLOW and its stockholders, and unanimously approved and declared it advisable to enter into the Merger Agreement,

and approve the execution, delivery and performance of the Merger Agreement and consummation of the transactions contemplated thereby, including the Merger (the “Company Recommendation”). The Company's Board unanimously recommends that the Company's stockholders vote “FOR” the Merger Proposal.

For a description of the reasons considered by the Company's Board in resolving to recommend approval of the Merger Agreement, see the section entitled “Proposal No. 1 – The Merger—Reasons for the Merger; Recommendation of the Board.”

SPX FLOW retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as financial advisor to SPX FLOW's Board in connection with the proposed Merger. At the meeting of the Company’s Board on December 12, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Price of SPX FLOW common stock in cash to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of SPX FLOW common stock. The full text of the written opinion of Morgan Stanley, dated as of December 12, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. You are encouraged to read the opinion carefully and in its entirety. The summary of the opinion of Morgan Stanley set forth herein is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley's opinion was rendered for the benefit of SPX FLOW's Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the merger consideration to the holders of shares of SPX FLOW common stock. Morgan Stanley's opinion did not address any other aspects or implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or the fairness of the amount or nature of the compensation to any officers, directors or employees of SPX FLOW, or any class of such persons, relative to the merger consideration to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement. Morgan Stanley did not express any opinion or recommendation as to how the stockholders of SPX FLOW should vote at the stockholders' meeting to be held in connection with the Merger.

For further information, see the section entitled “Proposal No. 1 – The Merger—Opinion of Morgan Stanley” and Annex B.

In considering the recommendation of the Company's Board that Company stockholders vote to approve the Merger Proposal, Company stockholders should be aware that the directors and executive officers of SPX FLOW have interests in the proposed Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company's Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in making its recommendation that Company stockholders vote to approve the Merger Proposal. These interests may include, among others:

For a more complete description of these interests, see “Proposal No. 1 – The Merger—Interests of SPX FLOW's Directors and Executive Officers in the Merger.”

The Merger is not conditioned upon receipt of financing by Buyer. It is anticipated that the total amount of funds needed to pay the aggregate merger consideration, which will be approximately $    based upon the number of

shares of SPX FLOW common stock (and other SPX FLOW equity-based interests) outstanding as of    , and other fees and expenses necessary to complete the Merger and related transactions, including the repayment of indebtedness outstanding under SPX FLOW's current credit facilities, will be funded through a combination of cash held by the Company, up to $1.878 billion of equity financing (the “Equity Commitment”) and up to $2.31 billion of debt financing on the closing date. In connection with the financing of the Merger, Lone Star and Buyer have entered into an equity commitment letter, dated as of December 12, 2021 (the “Equity Commitment Letter”), in respect of the Equity Commitment, and Buyer has entered into a commitment letter (as amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms thereof, the “Debt Commitment Letter”), dated as of December 12, 2021, with Citigroup Global Markets Inc. (“CGMI”, on behalf of itself and Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services therein, collectively, “Citi”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (“BofA Securities”, and together with Bank of America, acting through such of its affiliates and branches as it deems appropriate, “BofA”), Royal Bank of Canada (“Royal Bank”), RBC Capital Markets (“RBCCM”, and together with Royal Bank, acting through such of its affiliates and branches as it deems appropriate, “RBC”), Truist Bank (“TFC”), Truist Securities, Inc. (“TS” and together with TFC, “Truist”), BNP Paribas (acting through such of its affiliates or branches as it deems appropriate, “BNPP”), BNP Paribas Securities Corp. (acting through such of its affiliates or branches as it deems appropriate, “BNP Securities” and, together with BNPP, “BNP”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”) and Deutsche Bank Securities Inc. (“DBSI”, and together with DBNY and DBCI, acting through such of its affiliates or branches as it deems appropriate, “DB”, together with Citi, BofA, RBC, Truist and BNP, along with any other financial institutions that from time to time provide commitments thereunder, the “commitment parties”).

Pursuant to the Debt Commitment Letter, subject to the terms and conditions set forth therein, the applicable commitment parties have committed to provide (i) a seven-year senior secured first lien term loan facility in an aggregate principal amount of $1,540.0 million, (ii) a five-year senior secured first lien revolving credit facility in an aggregate principal amount equal to $200.0 million, and (iii) senior unsecured increasing rate bridge loans in an aggregate principal amount equal to $570.0 million, less the gross proceeds from the issuance of senior unsecured notes issued on or prior to the closing date in lieu of such bridge loans (collectively, the “credit facilities”), to fund a portion of the consideration for the Merger, refinance certain existing indebtedness of the Company for other general corporate purposes as set forth in the Debt Commitment Letter, and related transaction fees, costs and expenses (the “Debt Commitment”). The funding and availability of the credit facilities provided for in the Debt Commitment Letter is contingent on the satisfaction of certain customary closing conditions, including (1) the absence of a Company Material Adverse Change, (2) the completion of the Merger in all material respects in accordance with the Merger Agreement, (3) the completion of the Equity Financing, and (4) the execution and delivery of definitive documentation with respect to the credit facilities in accordance with the terms and conditions set forth in the Debt Commitment Letter.

The Equity Commitment, the Debt Commitment, and unrestricted cash at the Company will be available (i) to fund the aggregate purchase price, (ii) to repay, prepay or discharge (after giving effect to the merger) the principal of and interest on, and all other indebtedness and other amounts outstanding pursuant to, the Company's existing credit facilities, (iii) for working capital and other general corporate purposes and (iv) to pay all fees, costs and expenses required to be paid at the closing of the Merger by Buyer, Merger Sub and the Company contemplated by, and subject to the terms and conditions of, the Merger Agreement.

Upon the terms and subject to the conditions of the Equity Commitment Letter, Buyer has a contractual right to enforce the Equity Commitment Letter against Lone Star and, under the terms and subject to the conditions of the Merger Agreement, the Company has the right to specifically enforce Buyer's obligation to consummate the Merger upon receipt of the proceeds of the Debt Commitment.

Concurrently with the execution of the Merger Agreement, Lone Star delivered to the Company a limited guarantee in favor of the Company (which we refer to as the “Limited Guarantee”). Pursuant to the Limited Guarantee, Lone Star has agreed to guarantee the following payment obligations of Buyer and Merger Sub under the Merger Agreement, which are subject to an aggregate cap equal to the sum of all such payment obligations: (i) all or a portion of the Buyer Termination Fee, if required, on the terms and subject to the limitations set forth in the Merger Agreement, (ii) any amounts in respect of certain out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company in any legal proceeding for collecting the Buyer Termination Fee; provided, that in no event shall such collection costs exceed $10,000,000, and (iii) certain reimbursement and indemnification obligations of Buyer and Merger Sub for certain costs, expenses or losses incurred or sustained by the Company or its subsidiaries in connection with providing

financing cooperation to Buyer specified in the Merger Agreement that may be owed by Buyer pursuant to the Merger Agreement.

For more information, see the section entitled “Proposal No. 1 – The Merger—Financing”, beginning on page 47.

The receipt of cash in exchange for shares of SPX FLOW common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. Stockholders will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the shares of SPX FLOW common stock surrendered. SPX FLOW stockholders who are U.S. Holders (as defined under “Proposal No. 1 – The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) will generally be subject to U.S. federal income tax on any gain recognized in connection with the Merger. SPX FLOW stockholders who are Non-U.S. Holders (as defined under “Proposal No. 1 – The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) will not generally be subject to U.S. federal income tax on any gain recognized in connection with the Merger unless the stockholder has certain connections to the United States. The tax consequences of the Merger to SPX FLOW stockholders will depend upon their particular circumstances and each SPX FLOW stockholder should consult its own tax advisors to determine the tax consequences of the Merger to such stockholder, as well as tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

Under the HSR Act and the rules promulgated thereunder, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division (the “Antitrust Division”) of the United States Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied. Buyer and SPX FLOW filed their Pre-Merger Notification and Report Forms on December 17, 2021, in connection with the Merger, and the waiting period will therefore expire at 11:59 p.m. (Eastern Time) on January 18, 2022, unless extended by a second request for additional information or documentary material.

Completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act in addition to obtaining the required government consents under the Merger Agreement as discussed in the section entitled “Proposal No. 1 – The Merger—Regulatory Clearances—Additional Regulatory Clearance.”

Under the General Corporation Law of the State of Delaware (the “DGCL”), Company stockholders who do not vote for the Merger Proposal will have the right to seek appraisal of the fair value of their shares of SPX FLOW common stock as determined by the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) if the Merger is completed, but only if they comply fully with all of the applicable requirements of Section 262 of the DGCL (“Section 262”), which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the Per Share Price. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the Merger Proposal and must not vote or otherwise submit a proxy in favor of the Merger Proposal. Failure to follow exactly the procedures specified in Section 262 will result in the loss of appraisal rights. Because of the complexity of Section 262 relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 that is attached to this proxy statement as Annex C and is incorporated by reference herein in its entirety.

If the Merger is completed, SPX FLOW common stock will be delisted from the NYSE and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Except as permitted by the Merger Agreement, the Company must not, and must not permit its subsidiaries to, and must direct and use reasonable best efforts to cause its and its subsidiaries' directors, officers, managers, employees,

investment bankers, attorneys, accountants and other advisors and representatives (collectively, the “Representatives”) not to, directly or indirectly:

However, prior to the time the Requisite Company Vote is obtained, if SPX FLOW receives an unsolicited bona fide written Acquisition Proposal not preceded by a breach of SPX FLOW's non-solicitation obligations under the Merger Agreement, the Company may contact a person making the Acquisition Proposal solely to clarify the terms and conditions thereof. In addition, if the Company's Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that (1) the failure to take the applicable action would be inconsistent with the directors' fiduciary duties under applicable law and (2) based on the information then available and after consultation with its outside legal counsel and financial advisors, the Acquisition Proposal constitutes or is reasonably likely to result in a “Superior Proposal,” as described in the section entitled “The Merger Agreement—Acquisition Proposals; No Solicitation—Receipt of Acquisition Proposals,” and then the Company may:

SPX FLOW's Board has unanimously recommended that SPX FLOW stockholders vote “FOR” the Merger Proposal. The Merger Agreement permits SPX FLOW's Board to effect a “Change of Recommendation” (as described in the section entitled “The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation; Alternative Acquisition Agreement”) only in certain limited circumstances, as described below. Before the Requisite Company Vote is obtained, SPX FLOW's Board may effect a Change of Recommendation and/or terminate the Merger Agreement in response to a Superior Proposal, if SPX FLOW's Board has determined in good faith, after consultation with its outside legal counsel and financial advisor, that an Acquisition Proposal constitutes a Superior Proposal and the failure to do so would be inconsistent with the directors' fiduciary duties under applicable law, taking into account all adjustments to the terms of the Merger Agreement offered by Buyer. Before effecting a Change of Recommendation or terminating the Merger Agreement in response to a Superior Proposal, (1) SPX FLOW must have given Buyer at least five business days' prior written notice of its intention to do so (which notice shall state the reasons therefor, including the material terms and conditions of, and the identity of the person making such Superior Proposal and include a copy of the alternative acquisition agreement and any other relevant transaction documents and a copy of any financing commitments relating thereto), (2) SPX FLOW must have negotiated in good faith (to the extent Buyer requests to negotiate) with Buyer during such notice period to enable Buyer to propose revisions to the terms of the Merger Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal or that the Company’s Board would no longer determine that the failure to make such Change of Recommendation would be inconsistent with the directors' fiduciary duties under applicable law and (3) following the end of the notice period, the Company's Board must have determined in good faith, taking into account any revisions to the terms of the Merger Agreement proposed in writing by Buyer and after consultation with its outside legal counsel and financial advisor, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal if the revisions proposed by Buyer were to be given effect and that failure to make such Change of Recommendation would continue to be inconsistent with the directors' fiduciary duties under applicable law (provided further that each material amendment to the financial terms of the Superior Proposal will be deemed a new Acquisition Proposal, requiring additional notice to Buyer, and SPX FLOW's Board may not make a Change of

Recommendation without offering to Buyer to negotiate for three business days from the date of such additional notice).

See the sections entitled “The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation; Alternative Acquisition Agreement” and “The Merger Agreement—Termination.”

In addition, before the Requisite Company Vote is obtained, SPX FLOW's Board may effect a Change of Recommendation in response to an “Intervening Event” (as defined in the section entitled “The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation; Alternative Acquisition Agreement”) if SPX FLOW's Board has determined in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with the directors' fiduciary duties under applicable law. Before effecting a Change of Recommendation in response to an Intervening Event, (1) SPX FLOW must have given Buyer at least five business days’ prior written notice of its intention to do so and a reasonably detailed description of such Intervening Event that serves as a basis of the Change of Recommendation as soon as reasonably practicable after becoming aware of it, (2) SPX FLOW must have negotiated in good faith (to the extent Buyer requests to negotiate) with Buyer during such notice period to enable Buyer to propose revisions to the terms of the Merger Agreement such that it would obviate the basis for the Change of Recommendation and (3) at the end of the notice period, SPX FLOW's Board must determine in good faith, taking into account any revisions to the terms of the Merger Agreement proposed in writing by Buyer and after consultation with its outside legal counsel and financial advisor, that the failure to effect a Change of Recommendation would still be inconsistent with its fiduciary duties under applicable law if the changes proposed by Buyer were to be given effect (provided further that each material change to facts and circumstances relating to the Intervening Event shall require a new notice and SPX FLOW's Board may not make a Change of Recommendation without offering to Buyer to negotiate for three business days from the date of such additional notice).

See the section entitled “The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation; Alternative Acquisition Agreement.”

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time in the following circumstances:

SPX FLOW will be required to pay Buyer a termination fee in an amount equal to $112.0 million (less the amount of any Buyer Expenses (as defined below) previously paid to Buyer pursuant to the Merger Agreement) (the “Company Termination Fee”) in the following circumstances:

In no event will more than one Company Termination Fee be payable under the Merger Agreement.

Buyer (or the guarantor pursuant to the Limited Guarantee) will be required to pay the Company a termination fee in an amount equal to $224.0 million (the “Buyer Termination Fee”) in the following circumstances:

In no event will more than one Buyer Termination Fee be payable under the Merger Agreement.

If SPX FLOW fails to obtain the Requisite Company Vote in circumstances when the Company Termination Fee is not then payable, SPX FLOW will reimburse Buyer for all of its reasonable and documented out-of-pocket fees and expenses incurred by Buyer or Merger Sub or on their behalf up to the maximum amount of $10.0 million (the “Buyer Expenses”).