Exhibit 2.1

Execution Version

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

KELLOGG COMPANY

AND

WK KELLOGG CO

DATED AS OF SEPTEMBER 29, 2023

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, the board of directors of Kellanova (the “Kellanova Board”) has determined that it is in the best interests of Kellanova and its stockholders to create a new publicly traded company that shall operate the WKKC Business;

WHEREAS, in furtherance of the foregoing, the Kellanova Board has determined that it is appropriate and desirable to separate the WKKC Business from the Kellanova Business (the “Internal Reorganization”) and, following the Internal Reorganization, make a distribution of all of the outstanding WKKC Shares, on a pro rata basis, to holders of Kellanova Shares on the Record Date (the “Distribution”);

WHEREAS, WKKC has been incorporated solely for these purposes and has not engaged in activities except in connection with the Internal Reorganization and the Distribution;

WHEREAS, for U.S. federal income Tax purposes, the contribution by Kellanova of the WKKC Assets to WKKC in exchange for the Cash Transfer, the assumption of the WKKC Liabilities and the actual or deemed issuance of additional WKKC Shares (the “Contribution”) and the Distribution, taken together, are intended to qualify as a transaction that is generally Tax-free for U.S. federal income Tax purposes under Sections 355, 361 and 368(a)(1)(D) of the Code;

WHEREAS, for U.S. federal income Tax purposes, this Agreement (including the Internal Reorganization Step Plan attached hereto as Schedule 2.1(a)) is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

WHEREAS, WKKC and Kellanova have prepared, and WKKC has filed with the SEC, the Form 10, which includes the Information Statement, and which sets forth disclosure concerning WKKC, the Internal Reorganization and the Distribution;

WHEREAS, each of Kellanova and WKKC has determined that it is appropriate and desirable to set forth the principal transactions required to effect the Internal Reorganization and the Distribution and certain other agreements that will govern certain matters relating to the Internal Reorganization and the Distribution and the relationship of Kellanova, WKKC and the members of their respective Groups following the Distribution; and

WHEREAS, the Parties acknowledge that this Agreement and the Ancillary Agreements represent the integrated agreement of Kellanova and WKKC relating to the Internal Reorganization and the Distribution, are being entered into together, and would not have been entered into independently.

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

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, solely for purposes of this Agreement and the Ancillary Agreements, (a) no member of the WKKC Group shall be deemed to be an Affiliate of any member of the Kellanova Group and (b) no member of the Kellanova Group shall be deemed to be an Affiliate of any member of the WKKC Group.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreements” shall mean all agreements (other than this Agreement) entered into by the Parties or the members of their respective Groups (but only agreements as to which no Third Party is a party) in connection with the Internal Reorganization, the Distribution, or the other transactions contemplated by this Agreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the HQ Lease Agreement, the Non-Brand IP Agreement, the Brand IP Agreement, the Manufacturing and Supply Agreement, the Management Services Agreement, the Data Processing Agreement, the Transfer Documents and any other agreement that by its express terms provides that it shall be an Ancillary Agreement for purposes of this Agreement.

“Approvals or Notifications” shall mean any consents, waivers, approvals, Permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“Arbitration Request” shall have the meaning set forth in Section 7.4(a).

“Artifacts” shall have the meaning set forth in the definition of “WKKC Books and Records.”

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“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any Contract, Permit, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

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

“Borrowed Item” shall have the meaning set forth in Section 6.1(d)(i).

“Borrowing Party” shall have the meaning set forth in Section 6.1(d)(ii).

“Bound Member” shall have the meaning set forth in Section 2.5(b).

“Brand IP Agreement” shall mean the Master Ownership and License Agreement Regarding Trademarks and Certain Related Intellectual Property to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Canadian Spin-Out Reorganization” shall mean the transactions described under paragraphs 44-46 and 47.1-58 of the Canadian Tax Ruling.

“Canadian Tax Ruling” shall mean the advance income tax ruling issued by the Canada Revenue Agency, in respect of Kellogg Canada Inc., dated July 18, 2023.

“Canadian Transfer Agreement” shall mean that certain Asset Purchase Agreement, to be dated as of October 1, 2023, by and between Kellogg Canada Inc. and WK Kellogg Canada Corp.

“Canadian WKKC Group Member” shall mean any member of the WKKC Group organized under the Laws of Canada.

“Captive Insurer” shall mean any insurer that is an Affiliate of either Kellanova or WKKC prior to the Effective Time.

“Cash Transfer” shall have the meaning set forth in Section 2.12(a).

“CEO Negotiation Request” shall have the meaning set forth in Section 7.3.

“Chosen Courts” shall have the meaning set forth in Section 7.5.

“Claim Costs” shall have the meaning set forth in Section 5.1(a)(ii).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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“Contract” shall mean any contract, lease, license, commitment, loan or credit agreement, indenture or other agreement, in each case, which is legally binding, and in each case other than a Permit or a Benefit Plan.

“Contribution” shall have the meaning set forth in the Recitals.

“Corporate Liabilities” shall mean any and all Liabilities of Kellanova to the extent relating to, arising out of or resulting from (a) claims made by or on behalf of holders of any of Kellanova’s securities, in their capacities as such, (b) any form, report, statement, certifications or other document (including all exhibits, amendments and supplements thereto) (other than a Disclosure Document) filed by Kellanova with the SEC on or prior to the Distribution, including the financial statements included therein, (c) the maintenance of Kellanova’s books and records, Kellanova’s corporate compliance and other corporate-level actions and oversight of Kellanova and (d)(i) indemnification obligations to any current or former director or officer of Kellanova in their capacity as such in respect of occurrences prior to the Distribution or (ii) any claims for breach of fiduciary duties brought against any current or former directors or officers of Kellanova, in their capacities as such in respect of occurrences prior to the Distribution, in each case, relating to any acts, omissions or events on or prior to the Distribution. For purposes of clarification of the foregoing, the Parties agree that no Liability relating to, arising out of or resulting from any obligations of any Person to perform the executory portion of any Contract existing as of the Distribution shall be deemed to be a Corporate Liability. Notwithstanding anything to the contrary herein, Corporate Liabilities shall not include any employee-related Liabilities or Liabilities that are related or attributable to or arising in connection with Taxes or Tax Returns.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions, variants, mutations or worsening thereof or related or associated epidemics, pandemics or disease outbreaks (including any subsequent waves).

“Data Processing Agreement” shall mean the Data Processing Agreement to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Delayed Asset” shall have the meaning set forth in Section 2.4(c).

“Delayed Liability” shall have the meaning set forth in Section 2.4(c).

“Designated Party” shall have the meaning set forth in Section 2.5(b).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Contribution, the Internal Reorganization or the Distribution or the WKKC Group or primarily relates to the transactions contemplated hereby.

“Dispute” shall have the meaning set forth in Section 7.1(b).

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“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Agent” shall mean the trust company or bank duly appointed by Kellanova to act as distribution agent, transfer agent and registrar for the WKKC Shares in connection with the Distribution.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Kellanova Board in its sole and absolute discretion.

“Effective Time” shall mean 12:01 a.m., New York City time, on the Distribution Date.

“e-mail” shall have the meaning set forth in Section 10.5.

“Emergency Petition” shall have the meaning set forth in Section 7.5.

“Employee Matters Agreement” shall mean the Employee Matters Agreement to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Environmental Law” shall mean any Law relating to public or worker health or safety (regarding exposure to Hazardous Materials), pollution or protection of the environment, including such Laws relating to the use, handling, transportation, treatment, storage, disposal, Release or discharge of, or exposure to, Hazardous Materials.

“Environmental Liabilities” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Extended Requirements Brands” shall have the meaning set forth in the definition of “WKKC Business.”

“Force Majeure” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, acts of terrorism, cyberattacks, embargoes, epidemics, pandemics (including COVID-19 and Pandemic Measures), war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, organized labor, adverse economic or job actions, unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

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“Form 10” shall mean the registration statement on Form 10 filed by WKKC with the SEC to effect the registration of WKKC Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Approvals” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Group” shall mean either the WKKC Group or the Kellanova Group, as the context requires.

“Hazardous Materials” shall mean any and all materials, substances or wastes for which Liability or standards of conduct may be imposed under or pursuant to any Environmental Law, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials and per- and polyfluoroalkyl substances.

“Holding Person” shall have the meaning set forth in Section 2.4(c).

“HQ Lease Agreement” shall mean the Lease Agreement for certain office space located at One Kellogg Square in Battle Creek, Michigan (such building, “HQ”) to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, each as it may be amended from time to time.

“Indemnification Response Period” shall have the meaning set forth in Section 4.6(b).

“Indemnifying Party” shall have the meaning set forth in Section 4.4(a).

“Indemnitee” shall have the meaning set forth in Section 4.4(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.4(a).

“Information Statement” shall mean the information statement to be made available to the holders of Kellanova Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

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“Information Technology” shall mean all computer systems (including hardware, computers, servers, workstations, routers, hubs, switches, and data communication lines), network and telecommunications equipment, Internet-related information technology infrastructure, and other information technology equipment, Software, and all associated documentation, in each case, excluding intellectual property rights therein.

“Initial Notice” shall have the meaning set forth in Section 7.1(b).

“Insurance Proceeds” shall mean those monies:

(a) received by an insured from an insurance carrier; or

(b) paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses (including attorneys’ fees) incurred in the collection thereof; provided, that Insurance Proceeds shall not include amounts paid from a Captive Insurer unless actually received from a Third Party.

“Internal Reorganization” shall have the meaning set forth in the Recitals.

“Internal Reorganization Step Plan” shall have the meaning set forth in Section 2.1(a).

“Inventory” shall have the meaning set forth in Section 2.2(a)(vii).

“JAMS Expedited Rules” shall have the meaning set forth in Section 7.4(a).

“Kellanova” shall have the meaning set forth in the Preamble.

“Kellanova Accounts” shall have the meaning set forth in Section 2.9(a).

“Kellanova Assets” shall have the meaning set forth in Section 2.2(b).

“Kellanova Board” shall have the meaning set forth in the Recitals.

“Kellanova Books and Records” shall have the meaning set forth in Section 2.2(b)(iv).

“Kellanova Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the WKKC Business.

“Kellanova Group” shall mean Kellanova and each Person that is a Subsidiary of Kellanova (other than WKKC and any other member of the WKKC Group).

“Kellanova Indemnitees” shall have the meaning set forth in Section 4.2.

“Kellanova Liabilities” shall have the meaning set forth in Section 2.3(b).

“Kellanova Retained Records” shall have the meaning set forth in Section 6.1(c)(i).

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“Kellanova Shares” shall mean the shares of common stock, par value $0.25 per share, of Kellanova.

“Kellanova Sole Copy Artifacts” shall have the meaning set forth in Section 6.1(c)(i).

“Kellanova Sole Copy Records” shall have the meaning set forth in Section 6.1(c)(i).

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income Tax treaty), license, Permit, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediations, deficiencies, damages, fines, penalties, settlements, sanctions, interest, costs, expenses and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Action (including any Third-Party Claim) or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“Management Services Agreement” shall mean the Management Services Agreement to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Manufacturing and Supply Agreement” shall mean the Manufacturing and Supply Agreement to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Merchandise” shall have the meaning set forth in Section 2.2(a)(viii).

“New Policies” shall have the meaning set forth in Section 6.4.

“New Policy Date” shall have the meaning set forth in Section 6.4.

“Non-Brand IP Agreement” shall mean the Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property to be entered into by and between Kellanova and WKKC or the members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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“North America” shall have the meaning ascribed to such term in the Brand IP Agreement.

“NYSE” shall mean the New York Stock Exchange.

“Officer Negotiation Request” shall have the meaning set forth in Section 7.2.

“Pandemic Measures” shall mean any quarantine, “shelter in place,” stay at home,” workforce reduction, social distancing, shut down, closure, sequester, immunization requirement, safety or similar Law, directive, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a pandemic, including COVID-19.

“Party” or “Parties” shall have the meaning set forth in the Preamble.

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

“Permits” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege or other protection, including the attorney-client and attorney work product privileges.

“Receiving Person” shall have the meaning set forth in Section 2.4(c).

“Record Date” shall mean the close of business on the date to be determined by the Kellanova Board in its sole and absolute discretion as the record date for determining holders of Kellanova Shares entitled to receive WKKC Shares pursuant to the Distribution.

“Record Holders” shall mean the holders of record of Kellanova Shares as of the Record Date.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including indoor or ambient air, surface water, groundwater and surface or subsurface strata).

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“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“Restricted Business” shall mean (a) with respect to any member of the Kellanova Group, the sale to non-Affiliates, or promotion or marketing of, in North America, RTEC or Hot Cereal (as defined in the Brand IP Agreement); and (b) with respect to any member of the WKKC Group, the sale to non-Affiliates, or promotion or marketing of, (i) in North America, Bars & Other Bites, Crackers, Salty Snacks, Carriers, Pastries and Grahams (each as defined in the Brand IP Agreement) and (ii) outside of North America (other than in the countries set forth on Schedule 1.2), Bars & Other Bites, Crackers, Salty Snacks, Carriers, Pastries, Grahams, RTEC, Hot Cereal, Muesli, Granola, Cereal Bites and noodles and pasta (each as defined in the Brand IP Agreement other than noodles and pasta, which shall be products generally recognized in the industry as noodles or pasta).

“Retained Books and Records” shall have the meaning set forth in Section 2.2(a)(xv).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“Settlement Response Period” shall have the meaning set forth in Section 4.5(e).

“Shared Contract” shall mean any Contract that relates to both (a) the WKKC Business and (b) any Kellanova Business; provided, that none of the following shall be a Shared Contract: (i) the Contracts the benefits of which are provided under the Transition Services Agreement or that are used in the provision of general corporate and administrative services that are not unique to the WKKC Business and (ii) the Contracts set forth on Schedule 1.3.

“Software” shall mean any and all (a) computer programs, including any and all software implementation of architectures, applications, interfaces, algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing, in each case of clauses (a) to (e), whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature.

“Specified Ancillary Agreement” shall have the meaning set forth in Section 10.18(b).

“Straddle Period” shall have the meaning set forth in Section 2.13.

“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

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“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

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

“Tax Matters Agreement” shall mean the Tax Matters Agreement to be entered into by and between Kellanova and WKKC in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Third-Party Claim” shall have the meaning set forth in Section 4.5(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(b).

“Transferred Entities” shall mean the entities set forth on Schedule 1.4.

“Transition AP&T” shall mean those WKKC AP&T Liabilities that are held by any member of the Kellanova Group as of the Effective Time.

“Transition Committee” shall have the meaning set forth in Section 7.1(a).

“Transition Payables” shall mean those WKKC Accounts Payable that are held by any member of the Kellanova Group as of the Effective Time.

“Transition Services Agreement” shall mean the Transition Services Agreement to be entered into by and between Kellanova and WKKC or any members of their respective Groups in connection with the Internal Reorganization, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Unreleased Liability” shall have the meaning set forth in Section 2.5(b).

“WKKC” shall have the meaning set forth in the Preamble.

“WKKC Accounts” shall have the meaning set forth in Section 2.9(a).

“WKKC Accounts Payable” shall have the meaning set forth in Section 2.3(a)(ii).

“WKKC Accounts Receivable” shall have the meaning set forth in Section 2.2(a)(iii).

“WKKC AP&T Liabilities” shall have the meaning set forth in Section 2.3(a)(iii).

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“WKKC Assets” shall have the meaning set forth in Section 2.2(a).

“WKKC Books and Records” shall mean:

in each case, excluding intellectual property rights therein; provided, that WKKC Books and Records shall not include material that Kellanova is not permitted by applicable Law or Contract to disclose or transfer to WKKC; provided, further, that WKKC Books and Records shall not include any employment and benefits related records, which shall be governed exclusively by the Employee Matters Agreement.

“WKKC Business” shall collectively mean the business and operations conducted by Kellanova and its Subsidiaries in North America at any time prior to the Distribution relating to: (a) the development, production, packaging, distribution, marketing, licensing or sale of (i) RTEC and Hot Cereal using any brand set forth on Schedule 1.5(a)(i), (ii) Muesli and Granola using any brand set forth on Schedule 1.5(a)(ii), (iii) Cereal Bites using any brands set forth on Schedule 1.5(a)(iii), (iv) Cookies using any brand set forth on Schedule 1.5(a)(iv), and (v) Other Categories using any brand set forth on Schedule 1.5(a)(v); and (b) the licensing of the brands set forth on Schedule 1.5(b) (the “Extended Requirements Brands”) to Third Parties for use in North America in Non-Food and Beverage Programs.

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For purposes of this definition, RTEC, Hot Cereal, Muesli, Granola, Cereal Bites, Cookies, Other Categories and Non-Food and Beverage Program shall have the meanings set forth in the Brand IP Agreement.

“WKKC Bylaws” shall mean the Amended and Restated Bylaws of WKKC, substantially in the form of Exhibit B.

“WKKC Cash” shall have the meaning set forth in Section 2.2(a)(ii).

“WKKC Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of WKKC, substantially in the form of Exhibit A.

“WKKC Contracts” shall mean the following Contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

“WKKC DC” shall mean the distribution centers set forth on Schedule 1.8.

“WKKC Debt” shall have the meaning set forth in Section 2.12(a).

“WKKC Designees” shall mean any and all Persons designated by Kellanova that will be members of the WKKC Group as of immediately prior to the Effective Time.

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“WKKC Financing Arrangements” shall have the meaning set forth in Section 2.12(a).

“WKKC Group” shall mean (a) prior to the Effective Time, WKKC and each Person that will be a Subsidiary of WKKC as of immediately after the Effective Time, including the Transferred Entities and the WKKC Designees even if, prior to the Effective Time, such Person is not a Subsidiary of WKKC, and (b) on and after the Effective Time, WKKC and each Person that is a Subsidiary of WKKC.

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

“WKKC Indemnitees” shall have the meaning set forth in Section 4.3.

“WKKC Liabilities” shall have the meaning set forth in Section 2.3(a).

“WKKC Owned Real Property” shall have the meaning set forth in Section 2.2(a)(iv).

“WKKC Retained Artifacts” shall have the meaning set forth in Section 6.1(c)(ii).

“WKKC Shares” shall mean the shares of common stock, par value $0.01 per share, of WKKC.

“WKKC Sole Copy Artifacts” shall have the meaning set forth in Section 6.1(c)(ii).

ARTICLE II

THE INTERNAL REORGANIZATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) Subject to Section 2.4, on or prior to the Effective Time and prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Internal Reorganization Step Plan”):

(i) Transfer and Assignment of WKKC Assets. Kellanova shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to WKKC, or the applicable WKKC Designees, and WKKC or such WKKC Designees shall accept from Kellanova and the applicable members of the Kellanova Group, all of Kellanova’s and such Kellanova Group member’s respective direct or indirect right, title and interest in and to all of the WKKC Assets (it being understood that if any WKKC Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such WKKC Asset shall be deemed assigned, transferred, conveyed and delivered to WKKC as a result of the transfer of all of the equity interests in such Transferred Entity from Kellanova or the applicable members of the Kellanova Group to WKKC or the applicable WKKC Designee); (ii) Acceptance and Assumption of WKKC Liabilities.

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WKKC and the applicable WKKC Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the WKKC Liabilities in accordance with their respective terms (it being understood that if any WKKC Liabilities shall be Liabilities of a Transferred Entity, such WKKC Liabilities shall be deemed assumed by WKKC as a result of the transfer of all of the equity interests in such Transferred Entity from Kellanova or the applicable members of the Kellanova Group to WKKC or the applicable WKKC Designee). WKKC and such WKKC Designees shall be responsible for all WKKC Liabilities, regardless of when or where such WKKC Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such WKKC Liabilities are asserted or determined (including any WKKC Liabilities arising out of claims made by Kellanova’s or WKKC’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Kellanova Group or the WKKC Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Kellanova Group or the WKKC Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii) Transfer and Assignment of Kellanova Assets. Kellanova and WKKC shall cause WKKC and the WKKC Designees to contribute, assign, transfer, convey and deliver to Kellanova or certain members of the Kellanova Group designated by Kellanova, and Kellanova or such other members of the Kellanova Group shall accept from WKKC and the WKKC Designees, all of WKKC’s and such WKKC Designees’ respective direct or indirect right, title and interest in and to all Kellanova Assets held by WKKC or a WKKC Designee; and

(iv) Acceptance and Assumption of Kellanova Liabilities. Kellanova and certain members of the Kellanova Group designated by Kellanova shall accept, assume and agree faithfully to perform, discharge and fulfill all of the Kellanova Liabilities held by WKKC or any WKKC Designee and Kellanova and the applicable members of the Kellanova Group shall be responsible for all Kellanova Liabilities in accordance with their respective terms, regardless of when or where such Kellanova Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Kellanova Liabilities are asserted or determined (including any such Kellanova Liabilities arising out of claims made by Kellanova’s or WKKC’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Kellanova Group or the WKKC Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Kellanova Group or the WKKC Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), and without prejudice to any actions taken to implement, or documents entered into between or among any of the Parties or members of their respective Groups to implement, or in furtherance of, the Internal Reorganization in accordance with the Internal Reorganization Step Plan prior to the date hereof, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of Contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such assumptions of Contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a).

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All of the foregoing documents contemplated by this Section 2.1(b) (including any documents entered into between or among any of the Parties or members of their respective Groups to implement or in furtherance of the Internal Reorganization in accordance with the Internal Reorganization Step Plan prior to the date hereof) shall be referred to collectively herein as the “Transfer Documents.”

(c) Misallocations. Subject to Section 2.4, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall use reasonable best efforts to promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) so entitled thereto shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. Subject to Section 2.4, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume or be liable for any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall use reasonable best efforts to promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform or discharge such Liability in accordance with this Agreement. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.1(c) shall be treated by the Parties for all purposes of this Agreement as if it had occurred immediately prior to the Distribution (or such earlier effective date as provided in any Transfer Document), except as otherwise required by applicable Law or the Tax Matters Agreement.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws. To the extent permissible under applicable Law, WKKC hereby waives compliance by each and every member of the Kellanova Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the WKKC Assets to any member of the WKKC Group. To the extent permissible under applicable Law, Kellanova hereby waives compliance by each and every member of the WKKC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Kellanova Assets to any member of the Kellanova Group.

2.2 WKKC Assets; Kellanova Assets.

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(a) WKKC Assets. For purposes of this Agreement, “WKKC Assets” shall mean:

(i) all interests in the capital stock of, or other equity interests in, the members of the WKKC Group (other than WKKC) as of the Effective Time;

(ii) all cash and cash equivalents held by any member of the WKKC Group or located at any WKKC Owned Real Property (the “WKKC Cash”);

(iii) all accounts receivable for products of the WKKC Business invoiced by any member of the WKKC Group (other than a Canadian WKKC Group Member) on or after July 31, 2023, in each case, that are outstanding as of the Effective Time (collectively, the “WKKC Accounts Receivable”);

(iv) the real property set forth on Schedule 2.2(a)(iv), together with all buildings, fixtures and improvements erected thereon (the “WKKC Owned Real Property”);

(v) (A) the WKKC Contracts and all rights, interests or claims arising thereunder and (B) subject to Section 2.8, the portion, and the rights related to such portion, of any Shared Contract relating to the WKKC Business as of the Effective Time;

(vi) all Permits (A) exclusively related to the WKKC Business or the WKKC Assets or associated with any WKKC Owned Real Property or (B) set forth on Schedule 2.2(a)(vi), in each case as of the Effective Time and all rights, interests or claims of either Party of any member of its Group thereunder as of the Effective Time;

(vii) any and all (i) raw materials, works-in-process, supplies, ingredients, inputs, parts, packaging, finished goods and products and other inventories (collectively, “Inventory”) exclusively related to, exclusively used or held for use in, the WKKC Business, other than Inventory located at the facilities listed on Schedule 1 to the Manufacturing and Supply Agreement that will be used by Kellanova to perform its obligations under the Manufacturing and Supply Agreement and (ii) merchandise relating to Extended Requirement Brands (collectively, “Merchandise”);

(viii) all tangible personal property and interests therein (other than Inventory and Merchandise, which are addressed in clause (vii) above, Information Technology, which is addressed in clause (xiii) below and books and records and Artifacts, which are addressed in clause (xv) below), whether owned or leased, including machinery, tools, equipment, vehicles and furniture that are (A) as of the Effective Time, located at any WKKC Owned Real Property (other than HQ) or any WKKC DC, (B) set forth on Schedule 2.2(a)(viii) or (C) exclusively related to, exclusively used or exclusively held for use in, the WKKC Business;

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(ix) any and all benefits of any credits, prepaid expenses and deposits, rebates, deferred charges, prepaid items advance payments and security deposits, in each case exclusively used or held for use in, or exclusively arising out of, the operation or conduct of the WKKC Business prior to the Effective Time; (x) any and all claims, causes of action, defenses and rights of offset or counterclaim (in each case, in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) or settlement agreements, in each case, to the extent arising out of the WKKC Business, any WKKC Asset or WKKC Liability as of or prior to the Effective Time (including under the WKKC Contracts and all rights and claims under any and all warranties and indemnities extended by suppliers, vendors, contractors, manufacturers and licensors in favor of either Party or the members of its Group in relation to any WKKC Assets as of or prior to the Effective Time);

(xi) any and all goodwill, if any, generated by or associated with the WKKC Business as of the Effective Time;

(xii) the right to Insurance Proceeds from, and to assert claims under, Third Party occurrence-based insurance policies maintained by Kellanova or member of its Group in respect of any Loss that is a WKKC Liability, in each case as provided for, and subject to the limitations set forth in, Section 5.1 of this Agreement;

(xiii) all (A) all Information Technology owned by either Party or any member of its Group as of immediately prior to the Effective Time that is (1) exclusively used or exclusively held for use in the WKKC Business as of the Effective Time, (2) located at any WKKC DC or (3) set forth on Schedule 2.2(a)(xiii) and (B) all Third Party Software loaded thereon as of the Effective Time to the extent the applicable Contract has transferred to the WKKC Group pursuant to the terms of this Agreement or the WKKC Group otherwise independently has a license to such Software as of the Effective Time;

(xiv) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be transferred to or owned by WKKC or any other member of the WKKC Group;

(xv) any and all WKKC Books and Records in the possession of either Party as of immediately prior to the Effective Time; provided, that Kellanova shall be permitted to retain copies of, and continue to use, subject to Section 6.9, (A) any WKKC Books and Records (other than Artifacts) that as of the Effective Time are used in or necessary for the operation or conduct of the Kellanova Business, (B) any WKKC Books and Records that Kellanova is required by Law to retain (and if copies are not provided to WKKC, then, to the extent permitted by Law, such copies will be made available to WKKC upon WKKC’s reasonable request), (C) one (1) copy of any WKKC Books and Records to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures or related to any Kellanova Assets or Kellanova’s or its Affiliates’ obligations under this Agreement or any of the Ancillary Agreements and (D) “back-up” electronic records of such WKKC Books and Records (other than Artifacts) maintained by Kellanova in the ordinary course of business (such material in clauses (A) through (D) of this proviso, the “Retained Books and Records”);

(xvi) the consumer and other data listed on Schedule 2.2(a)(xvi); (xvii) the Assets listed or described on Schedule 2.2(a)(xvii); and

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(xviii) all Assets held by a member of the Kellanova Group that are determined by Kellanova, in good faith, to be exclusively related to or exclusively used or held for use in connection with the WKKC Business to the extent the category of such Asset is not addressed in subsections (i)-(xvii) of this Section 2.2(a);

Notwithstanding the foregoing, the WKKC Assets shall not in any event include any Asset referred to in Section 2.2(b). For the avoidance of doubt, the ownership and use of any Kellanova intellectual property rights included in the WKKC Assets shall be governed exclusively by the Brand IP Agreement or the Non-Brand IP Agreement, as applicable.

(b) Kellanova Assets. For the purposes of this Agreement, “Kellanova Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the WKKC Assets, it being understood that, notwithstanding anything herein to the contrary, the Kellanova Assets shall include:

(i) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by Kellanova or any other member of the Kellanova Group;

(ii) all cash and cash equivalents of either Party or any of the members of its Group as of the Effective Time, other than the WKKC Cash;

(iii) all accounts receivable of either Group, other than WKKC Accounts Receivable, including (A) accounts receivable for shipments of any products invoiced by any member of either Group prior to July 31, 2023 and outstanding as of the Effective Time and (B) all accounts receivable invoiced by any Canadian WKKC Group Member prior to the Effective Time and outstanding as of the Effective Time;

(iv) (A) all books and records of the Kellanova Business as conducted at any time prior to the Effective Time by either Party, other than the WKKC Books and Records, and (B) all Retained Books and Records (clauses (A) and (B), collectively, “Kellanova Books and Records”); provided, that Kellanova Books and Records shall not include any employment and benefits related records, which shall be governed exclusively by the Employee Matters Agreement; and

(v) any and all Assets set forth on Schedule 2.2(b)(v).

2.3 WKKC Liabilities; Kellanova Liabilities.

(a) WKKC Liabilities. For the purposes of this Agreement, “WKKC Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

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(i) all Liabilities (other than accounts payable, accrued Liabilities and advertising, consumer and trade promotion Liabilities, which are addressed in clauses (ii) and (iii) below), including all Environmental Liabilities, to the extent relating to, arising out of or resulting from (and only such portion relating to, arising out of or resulting from), (x) the WKKC Assets (including the ownership or operation thereof) or (y) the business, operations and activities of the WKKC Business as conducted at any time prior to the Effective Time by either Party or any of its current or former Subsidiaries);

(ii) all accounts payable and accrued Liabilities to the extent exclusively related to the WKKC Business that are outstanding as of the Effective Time, as determined by Kellanova in good faith, other than the accounts payable set forth on Schedule 2.3(b)(ii) (collectively, the “WKKC Accounts Payable”);

(iii) all advertising, consumer and trade promotion Liabilities to the extent exclusively related to the WKKC Business that are outstanding as of the Effective Time, as determined by Kellanova in good faith, other than the Liabilities set forth on Schedule 2.3(b)(iii) (the “WKKC AP&T Liabilities”);

(iv) any and all Liabilities with respect to any and all credits, prepaid expenses, rebates, deferred charges and prepaid items of any Person (other than any member of the Kellanova Group or the WKKC Group), in each case, to the extent related to, resulting from or arising out of the WKKC Business as conducted at any time prior to the Effective Time by either Party or any of its current or former Subsidiaries;

(v) all Liabilities relating to, arising out of or in connection with or resulting from the WKKC Financing Arrangements;

(vi) all Liabilities of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities of or to be assumed by WKKC or any other member of the WKKC Group, and all agreements, obligations and Liabilities of any member of the WKKC Group under this Agreement or any of the Ancillary Agreements;

(vii) the Liabilities listed or described on Schedule 2.3(a)(vii); and

(viii) all Liabilities arising out of claims made by any Third Party (including Kellanova’s or WKKC’s respective directors, officers, shareholders/stockholders, employees and agents) against any member of the Kellanova Group or the WKKC Group to the extent relating to, arising out of or resulting from (and only such portion relating to, arising out of or resulting from) (x) the business, operations and activities of the WKKC Business as conducted at any time prior to the Effective Time by either Party or any of its current or former Subsidiaries (including any terminated, divested or discontinued business, operations and activities of the WKKC Business), (y) any WKKC Asset or (z) the other business, operations, activities or Liabilities of WKKC referred to in clauses (i) through (vii) of this Section 2.3(a); provided, that, notwithstanding the foregoing, the Parties agree that any Liabilities of any member of the Kellanova Group pursuant to the Ancillary Agreements shall not be WKKC Liabilities but instead shall be Kellanova Liabilities.

(b) Kellanova Liabilities. For the purposes of this Agreement, “Kellanova Liabilities” shall mean all Liabilities of either Party or the members of its Group as of the Effective Time, other than the WKKC Liabilities, it being understood that, notwithstanding anything herein to the contrary, the Kellanova Liabilities shall include:

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(i) all Liabilities arising out of claims made by any Third Party (including Kellanova’s or WKKC’s respective directors, officers, shareholders/stockholders, employees and agents) against any member of the Kellanova Group or the WKKC Group to the extent relating to, arising out of or resulting from (and only such portion relating to, arising out of or resulting from) the Kellanova Business or the Kellanova Assets;

(ii) all accounts payable other than WKKC Accounts Payable, including the accounts payable set forth on Schedule 2.3(b)(ii);

(iii) all advertising, consumer and trade promotion Liabilities other than the WKKC AP&T Liabilities, including the Liabilities set forth on Schedule 2.3(b)(iii);

(iv) the Corporate Liabilities; and

(v) the Liabilities listed or described on Schedule 2.3(b)(v).

2.4 Approvals and Notifications.

(a) Approvals and Notifications. To the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Internal Reorganization or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed in writing between Kellanova and WKKC, neither Kellanova nor WKKC shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to a Party’s Group of any Asset or assumption by a Party’s Group of any Liability in connection with the Internal Reorganization or the Distribution would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Assets or Liabilities shall continue to constitute Assets of the applicable Party to which such Assets were to be transferred or assigned, or Liabilities of the applicable Party by which such Liabilities were to be assumed, respectively, for all other purposes of this Agreement.

(c) Treatment of Delayed Assets and Delayed Liabilities.

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If any transfer or assignment of any Asset (or a portion thereof) or any assumption of any Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such Asset (or a portion thereof), a “Delayed Asset” and any such Liability (or a portion thereof), a “Delayed Liability”), then, insofar as reasonably possible and subject to applicable Law, the Person retaining such Delayed Asset or such Delayed Liability (the “Holding Person”), as the case may be, shall thereafter hold such Delayed Asset or Delayed Liability, as the case may be, on behalf of the Person entitled to the benefits of such Delayed Asset or obligated to discharge such Delayed Liability, as applicable (the “Receiving Person”) (at the expense of the Receiving Person). In addition, the Holding Person shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Asset or Delayed Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Receiving Person in order to place such Receiving Person in a substantially similar position as if such Delayed Asset or Delayed Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed Asset or Delayed Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed Asset or Delayed Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the Receiving Person’s Group. Except as otherwise required by applicable Law, each Party shall, and shall cause the members of its Group to, (i) treat for all Tax purposes (x) any Delayed Asset as an Asset owned by the Party entitled to such Delayed Asset, and (y) any Delayed Liability as a Liability of the Party intended to be responsible for such Delayed Liability, in each case not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment.

(d) Transfer of Delayed Assets and Delayed Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed Asset or the deferral of assumption of any Delayed Liability pursuant to Section 2.4(b), are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed Asset or the assumption of any Delayed Liability have been removed, the transfer or assignment of the applicable Delayed Asset or the assumption of the applicable Delayed Liability, as the case may be, shall be effected in accordance with the terms of this Agreement or the applicable Ancillary Agreement.

(e) Costs for Delayed Assets and Delayed Liabilities. Except as contemplated by Section 2.4(f) with respect to Transition Payables and Transition AP&T, no Holding Person shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Receiving Person or another member of the Receiving Person’s Group, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Receiving Person or another member of the Receiving Person’s Group; provided, however, that neither the Holding Person nor any member of the Holding Person’s Group shall knowingly allow the loss or diminution of value of any Delayed Asset without first providing the Receiving Person’s Group commercially reasonable notice of such potential loss or diminution in value and affording the Receiving Person’s Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

(f) Transition Payables and Transition AP&T Liabilities. Notwithstanding anything in this Agreement to the contrary, the Parties agree that the Transition Payables and the Transition AP&T Liabilities shall be treated as Delayed Liabilities for all purposes under this Agreement, and shall be retained by Kellanova or the applicable member of its Group following the Effective Time until such Transition Payables and Transition AP&T Liabilities are satisfied in full and no longer outstanding.

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For so long as any Transition Payables or Transition AP&T Liabilities remain outstanding, Kellanova or the applicable member of its Group, as the Holding Person, shall use commercially reasonable efforts to make all payments required to be made to Third Parties in respect of such Transition Payables and Transition AP&T Liabilities, as and when due. On each Wednesday occurring after the Distribution Date until such time as no Transition Payables remain outstanding, Kellanova shall send WKKC an invoice setting forth in reasonable detail the amounts paid in respect of such Transition Payables and Transition AP&T Liabilities during the preceding week. WKKC shall promptly, and in any event within five (5) Business Days of receipt of such invoice, reimburse Kellanova for any such invoiced amount; provided, that, for the avoidance of doubt, if Kellanova fails to include any amounts paid in respect of any Transition Payables or Transition AP&T Liabilities in any such weekly invoice, Kellanova shall have the right to invoice WKKC at a later date and receive reimbursement from WKKC in respect thereof in accordance with this Section 2.4(f). Upon payment of any Transition Payable or Transition AP&T Liability by Kellanova or the applicable member of its Group, such Transition Payable or Transition AP&T Liability shall no longer be considered a Delayed Liability, and any further Liability in respect thereof (including any claim by the payee of such Transition Payable or Transition AP&T Liability or WKKC for an adjustment to the amount of such Transition Payable or Transition AP&T Liability or with respect to the quality of the goods or services received from such payee) shall be the sole responsibility of WKKC.

2.5 Novation of Liabilities.

(a) Novation of Liabilities. Each Party, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Kellanova Liabilities or WKKC Liabilities, as applicable, and obtain in writing the unconditional release of each member of the other Party’s Group that is a party to any such arrangements, so that, in any such case, the members of the WKKC Group shall be solely responsible for such WKKC Liabilities and the members of the Kellanova Group shall be solely responsible for such Kellanova Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Kellanova nor WKKC shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) Unreleased Liabilities. Subject to Section 2.4(f), if the Parties are unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and a member of either Group (the “Bound Member”) continues to be bound by any such arrangement or responsible for any such Liabilities with respect to which such Bound Member would not be bound or responsible had such required consent, substitution, approval, amendment or release been obtained (each, an “Unreleased Liability”), the Party to whose Group such Liability is allocated under this Agreement (the “Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Bound Member, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Bound Member’s Group that constitute Unreleased Liabilities from and after the Effective Time and (B) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Bound Member’s Group.

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If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Bound Member shall promptly assign, or cause to be assigned, and the Designated Party or the applicable member of its Group shall assume, such Unreleased Liabilities without exchange of further consideration.

2.6 Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a) On or prior to the Effective Time or as soon as practicable thereafter, each of Kellanova and WKKC shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Kellanova Group removed as guarantor of or obligor for any WKKC Liability to the extent that such guarantee or obligation relates to WKKC Liabilities, including the removal of any Security Interest on or in any Kellanova Asset that may serve as collateral or security for any such WKKC Liability; and (ii) have any member(s) of the WKKC Group removed as guarantor of or obligor for any Kellanova Liability to the extent that such guarantee or obligation relates to Kellanova Liabilities, including the removal of any Security Interest on or in any WKKC Asset that may serve as collateral or security for any such Kellanova Liability.

(b) To the extent required to obtain a release from a guarantee of:

(i) any member of the Kellanova Group, WKKC shall (or shall cause a member of the WKKC Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Kellanova Asset that may serve as collateral or security for any WKKC Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which WKKC (or any member of the WKKC Group) would be reasonably unable to comply or (B) which WKKC (or any member of the WKKC Group) would not reasonably be able to avoid breaching; and

(ii) any member of the WKKC Group, Kellanova shall (or shall cause a member of the Kellanova Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any WKKC Asset that may serve as collateral or security for any Kellanova Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which Kellanova (or any member of the Kellanova Group) would be reasonably unable to comply or (B) which Kellanova (or any member of the Kellanova Group) would not reasonably be able to avoid breaching.

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(c) If Kellanova or WKKC is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Kellanova and WKKC, on behalf of itself and the other members of their respective Groups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any guarantee, Contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

(d) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the foregoing obligations shall not apply to, and there shall be no obligation on either Party or any member of their respective Groups to seek releases or replacements of, any guarantees provided in respect of any distribution center leased by Kellanova or any of its Subsidiaries prior to the Effective Time, including any WKKC DC.

2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, WKKC and each member of the WKKC Group, on the one hand, and Kellanova and each member of the Kellanova Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among WKKC or any member of the WKKC Group, on the one hand, and Kellanova or any member of the Kellanova Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iii) any intercompany payables or receivables accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Kellanova or WKKC, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (v) the agreements set forth on Schedule 2.7(b).

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(c) All of the intercompany payables and receivables between any member of the Kellanova Group, on the one hand, and any member of the WKKC Group, on the other hand, outstanding as of the Effective Time shall, at the Effective Time or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Kellanova in its sole and absolute discretion.

2.8 Treatment of Shared Contracts.

(a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree in writing, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together to partially assign or divide the respective rights and obligations under and in respect of each Shared Contract, such that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the WKKC Group or the Kellanova Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the WKKC Business or the Kellanova Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8.

(b) Except as otherwise required by applicable Law, each of Kellanova and WKKC shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, or a Liability of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment.

(c) Nothing in this Section 2.8 shall require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.8.

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2.9 Bank Accounts; Cash Balances.

(a) Each Party shall, and shall cause the members of their respective Groups to, take all actions necessary such that, on or prior to the Effective Time, the Kellanova Group and the WKKC Group maintain separate bank accounts and separate cash management processes. Without limiting the foregoing, each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account owned by WKKC or any other member of the WKKC Group (collectively, the “WKKC Accounts”) and all Contracts governing each bank or brokerage account owned by Kellanova or any other member of the Kellanova Group (collectively, the “Kellanova Accounts”) so that each such WKKC Account and Kellanova Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to) to any Kellanova Account or WKKC Account, respectively, is de-linked from such Kellanova Account or WKKC Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the WKKC Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by WKKC or a member of the WKKC Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the Kellanova Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Kellanova or a member of the Kellanova Group.

(d) With respect to any outstanding checks issued or payments initiated by Kellanova, WKKC, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively, and such Person or Group owning such account shall not have any claim with respect to such check or payment from the members of the other Group.

(e) As between Kellanova and WKKC (and the members of their respective Groups), all payments made, and reimbursements, credits, returns, or rebates received, after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party (or member of its Group) entitled thereto and, promptly following receipt by such Party (or member of its Group) of any such payment or reimbursement, credit, return or rebate such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

2.10 Ancillary Agreements. Effective on or prior to the Effective Time, each of Kellanova and WKKC will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it is a party.

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2.11 Disclaimer of Representations and Warranties. EACH OF KELLANOVA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE KELLANOVA GROUP) AND WKKC (ON BEHALF OF ITSELF AND EACH MEMBER OF THE WKKC GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO: (A) THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, (B) ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, (C) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, (D) THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR (E) THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 WKKC Financing Arrangements.

(a) Prior to the Effective Time and pursuant to the Internal Reorganization Step Plan, (i) WKKC will enter into one (1) or more financing arrangements and agreements (the “WKKC Financing Arrangements”), pursuant to which it shall borrow prior to the Effective Time a principal amount sufficient to effect the Cash Transfer (as defined below) (the “WKKC Debt”) and (ii) WKKC shall distribute, convey or otherwise transfer to Kellanova, in the manner determined by Kellanova, a portion (as determined by Kellanova in its sole discretion) of the proceeds of the WKKC Debt to Kellanova, as partial consideration for the transfer of WKKC Assets to WKKC in the Contribution pursuant to Section 2.1 (such distribution, conveyance or transfer, the “Cash Transfer”). Kellanova and WKKC agree to take all necessary actions to assure the full release and discharge of Kellanova and the other members of the Kellanova Group from all obligations pursuant to the WKKC Financing Arrangements as of no later than the Effective Time.

(b) Prior to the Effective Time, Kellanova and WKKC shall cooperate in the preparation of all materials as may be necessary or advisable to execute the WKKC Financing Arrangements.

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2.13 Financial Information Certifications. Kellanova’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to WKKC as its Subsidiary. In order to enable the principal executive officer and principal financial officer of WKKC to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of WKKC that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), Kellanova, within a reasonable period of time following a written request from WKKC, shall provide WKKC with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (a) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (b) be in substantially the same form as those that had been provided by officers or employees of Kellanova in similar certifications delivered prior to the Distribution Date, with such changes thereto as Kellanova may reasonably determine. Such certification(s) shall be provided by Kellanova (and not by any officer or employee in their individual capacity).

ARTICLE III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation.

(a) Kellanova shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Kellanova may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Kellanova’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

(b) WKKC shall cooperate with Kellanova to accomplish the Distribution and shall, at Kellanova’s direction, promptly take any and all actions, necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of WKKC Shares on the Form 10. Kellanova shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting and other advisors for Kellanova. WKKC and Kellanova, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. Kellanova shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

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(b) WKKC Certificate of Incorporation and WKKC Bylaws. On or prior to the Distribution Date, Kellanova and WKKC shall take all necessary actions so that, as of the Effective Time, the WKKC Certificate of Incorporation and the WKKC Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall become the certificate of incorporation and bylaws of WKKC, respectively.

(c) WKKC Directors and Officers. On or prior to the Distribution Date, Kellanova and WKKC shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of WKKC shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) (other than those set forth on Schedule 3.2(c)) shall have resigned from his or her position, if any, as a member of the Kellanova Board or as an executive officer of Kellanova; and (iii) WKKC shall have such other officers as WKKC shall appoint.

(d) NYSE Listing. WKKC shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the WKKC Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters. WKKC shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Kellanova and WKKC shall cooperate in preparing, filing with the SEC and causing to become effective registration statements, including on Form S-8, or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Kellanova and WKKC will prepare, and WKKC will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters that Kellanova determines are necessary or desirable to effectuate the Distribution, and Kellanova and WKKC shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Kellanova and WKKC shall take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Availability of Information Statement. Kellanova shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Kellanova Board has approved the Distribution, cause a Notice of Internet Availability of the Information Statement or the Information Statement to be mailed to the Record Holders.

(g) The Distribution Agent. Kellanova shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(h) Stock-Based Employee Benefit Plans. Kellanova and WKKC shall take all actions as may be necessary to approve the grants of adjusted equity awards by Kellanova (in respect of Kellanova Shares) and WKKC (in respect of WKKC Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

3.3 Conditions to the Distribution.

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(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Kellanova in its sole and absolute discretion, of the following conditions:

(i) The Kellanova Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion;

(ii) The SEC shall have declared effective the Form 10; no stop order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(iii) A Notice of Internet Availability of the Information Statement or the Information Statement shall have been mailed to the Record Holders;

(iv) The WKKC Shares to be distributed to the Kellanova stockholders in the Distribution shall have been accepted for listing on NYSE or another national securities exchange approved by the Kellanova Board, subject to official notice of distribution;

(v) The transfer of the WKKC Assets (other than any Delayed Asset) and WKKC Liabilities (other than any Delayed Liability) contemplated to be transferred from Kellanova to WKKC on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Kellanova Assets (other than any Delayed Asset) and Kellanova Liabilities (other than any Delayed Liability) contemplated to be transferred from WKKC to Kellanova on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Internal Reorganization Step Plan;

(vi) Kellanova shall have received a private letter ruling from the U.S. Internal Revenue Service, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (A) the Contribution and Distribution will qualify for non-recognition of gain or loss to Kellanova and WKKC pursuant to Sections 368 and 355 of the Code and (B) the Distribution will qualify for non-recognition of gain or loss to Kellanova’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares, and such private letter ruling shall remain in effect as of the Distribution Date;

(vii) Kellanova shall have received an opinion from Kellanova’s outside tax counsel, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (A) the Contribution and Distribution will qualify for non-recognition of gain or loss to Kellanova and WKKC pursuant to Sections 368 and 355 of the Code and (B) the Distribution will qualify for non-recognition of gain or loss to Kellanova’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares;

(viii) Kellanova shall have obtained one or more opinions from an independent nationally recognized valuation advisory firm, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, to the effect that (A) WKKC has adequate surplus to declare the Cash Transfer, (B) following the Distribution, Kellanova, on the one hand, and WKKC, on the other hand, will be solvent and adequately capitalized, and (C) Kellanova has adequate surplus to declare the applicable dividend to the Record Holders; (ix) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

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(x) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(xi) No order, injunction or decree that would prevent the consummation of all or any portion of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution;

(xii) WKKC shall have consummated the WKKC Financing Arrangements in accordance with Section 2.12(a), Kellanova shall have received the proceeds from the Cash Transfer, and Kellanova shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no Liability whatsoever under the WKKC Financing Arrangements; and

(xiii) No other events or developments shall exist or shall have occurred that, in the judgment of the Kellanova Board, in its sole and absolute discretion, makes it inadvisable to effect the Internal Reorganization, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement.

(b) The foregoing conditions are for the sole benefit of Kellanova and shall not give rise to or create any duty on the part of Kellanova or the Kellanova Board to waive or not waive any such condition or in any way limit Kellanova’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the Kellanova Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties.

3.4 The Distribution.

(a) Subject to Section 3.3, on or prior to the Effective Time, WKKC will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding WKKC Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Kellanova Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of WKKC Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. WKKC will not issue paper stock certificates in respect of the WKKC Shares. The Distribution shall be effective at the Effective Time.

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(b) Subject to Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution one (1) WKKC Share for every four (4) Kellanova Shares held by such Record Holder on the Record Date, rounded down to the nearest whole number.

(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of WKKC. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a WKKC Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Kellanova shall direct the Distribution Agent to determine the number of whole and fractional WKKC Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at prevailing market prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokerage fees and commissions. None of Kellanova, WKKC or the Distribution Agent will be required to guarantee any minimum sale price for the fractional WKKC Shares sold in accordance with this Section 3.4(c). Neither Kellanova nor WKKC will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Kellanova or WKKC. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Kellanova Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d) Any WKKC Shares or cash in lieu of fractional shares with respect to WKKC Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to WKKC, and WKKC or its transfer agent on its behalf shall hold such WKKC Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such WKKC Shares and cash, if any, in lieu of fractional share interests shall be obligations of WKKC, subject in each case to applicable escheat or other abandoned property Laws, and Kellanova shall have no Liability with respect thereto.

(e) Until the WKKC Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, WKKC will regard the Persons entitled to receive such WKKC Shares as record holders of WKKC Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WKKC agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the WKKC Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the WKKC Shares then held by such holder.

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ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims.

(a) WKKC Release of Kellanova. Except as provided in Section 4.1(c) and Section 4.1(d), effective as of the Effective Time, WKKC does hereby, for itself and each other member of the WKKC Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of any member of the WKKC Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Kellanova and the members of the Kellanova Group and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of any member of the Kellanova Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, members, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of WKKC or a member of the WKKC Group, in each case from: (A) all WKKC Liabilities (including such Liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act), (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Internal Reorganization and the Distribution and (C) all Liabilities (including such Liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act) arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the WKKC Business, the WKKC Assets or the WKKC Liabilities. Notwithstanding anything to the foregoing, WKKC shall not be deemed to have released any claim, defense, fact or circumstance, which WKKC determines after the Effective Time is necessary or desirable to defend against any Action brought by any director, officer, employee, contractor, or agent or to prosecute any claim or Action against any director officer, employee, contractor or agent relating to the work such individual performed for the WKKC Group prior to the Effective Time.

(b) Kellanova Release of WKKC.

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Except as provided in Section 4.1(c) and Section 4.1(d), effective as of the Effective Time, Kellanova does hereby, for itself and each other member of the Kellanova Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of any member of the Kellanova Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) WKKC and the members of the WKKC Group and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, members, agents or employees of any member of the WKKC Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, members, agents or employees of a member of the Kellanova Group and who are not, as of immediately following the Effective Time, directors, officers or employees of Kellanova or a member of the Kellanova Group from (A) all Kellanova Liabilities (including such Liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act), (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Internal Reorganization and the Distribution and (C) all Liabilities (including such Liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act) arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Kellanova Business, the Kellanova Assets or the Kellanova Liabilities. Notwithstanding anything to the foregoing, Kellanova shall not be deemed to have released any claim, defense, fact or circumstance, which Kellanova determines after the Effective Time is necessary or desirable to defend against any Action brought by any director, officer, employee, contractor, or agent or to prosecute any claim or Action against any director officer, employee, contractor or agent relating to the work such individual performed for the Kellanova Group prior to the Effective Time.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Kellanova Group or any members of the WKKC Group that is specified in Section 2.7(b) as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

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

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by Third Parties, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

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In addition, nothing contained in Section 4.1(a) shall release any member of the Kellanova Group from honoring its existing obligations to indemnify any director, officer or employee of WKKC who was a director, officer or employee of any member of the Kellanova Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if any portion of the underlying obligation giving rise to such Action is a WKKC Liability, WKKC shall indemnify Kellanova for such portion of such Liability (including Kellanova’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV. Nothing contained in Section 4.1(b) shall release any member of the WKKC Group from honoring its existing obligations to indemnify any director, officer or employee of Kellanova who was a director, officer or employee of any member of the WKKC Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if any portion of the underlying obligation giving rise to such Action is a Kellanova Liability, Kellanova shall indemnify WKKC for such portion of such Liability (including Kellanova’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV.

(d) No Claims. WKKC shall not make, and shall not permit any other member of the WKKC Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Kellanova or any other member of the Kellanova Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Kellanova shall not make, and shall not permit any other member of the Kellanova Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against WKKC or any other member of the WKKC Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

4.2 Indemnification by WKKC. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, WKKC shall, and shall cause the other members of the WKKC Group to, indemnify, defend and hold harmless Kellanova, each member of the Kellanova Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Kellanova Indemnitees”), from and against any and all Liabilities of the Kellanova Indemnitees to the extent relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any WKKC Liability;

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(b) any failure of WKKC, any other member of the WKKC Group or any other Person to pay, perform or otherwise promptly discharge any WKKC Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by WKKC or any other member of the WKKC Group of this Agreement or any of the Ancillary Agreements;

(d) except to the extent it relates to a Kellanova Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the WKKC Group by any member of the Kellanova Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if WKKC shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3.

4.3 Indemnification by Kellanova. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Kellanova shall, and shall cause the other members of the Kellanova Group to, indemnify, defend and hold harmless WKKC, each member of the WKKC Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “WKKC Indemnitees”), from and against any and all Liabilities of the WKKC Indemnitees to the extent relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Kellanova Liability;

(b) any failure of Kellanova, any other member of the Kellanova Group or any other Person to pay, perform or otherwise promptly discharge any Kellanova Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by Kellanova or any other member of the Kellanova Group of this Agreement or any of the Ancillary Agreements;

(d) except to the extent it relates to a WKKC Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Kellanova Group by any member of the WKKC Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Kellanova’s name in the Form 10, the Information Statement (as amended or supplemented if WKKC shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Kellanova’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by WKKC.

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4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Any Indemnity Payment otherwise owed under this Agreement will be reduced by the Tax Benefits Actually Realized (as defined in the Tax Matters Agreement) by the Indemnitee and its Affiliates in accordance with, and subject to, the principles set forth or referred to in Section 2.5 of the Tax Matters Agreement, and shall be increased in accordance with, and subject to, the principles set forth or referred to in Section 2.5 of the Tax Matters Agreement.

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4.5 Procedures for Indemnification of Third-Party Claims.

(a) Notice of Claims. If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Kellanova Group or the WKKC Group of any claim or of the commencement by any such Person of any Action (a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Such notice shall also clearly state that, if the Indemnifying Party desires to assume defense of such Third-Party Claim pursuant to Section 4.5(b), the Indemnifying Party must so elect within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, the failure of an Indemnitee to provide timely notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b) Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first acknowledge to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in any or all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. If an Indemnifying Party fails to notify an Indemnitee of its election to assume defense of such Third-Party Claim within such thirty (30) day period after receipt of (1) a written notice from such Indemnitee in accordance with Section 4.5(a) and (2) a second written notice from such Indemnitee at least two (2) Business Days prior to the end of such thirty (30) day period, then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

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(c) Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses (including attorneys’ fees) incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses (including attorneys’ fees) incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense; provided, that the Indemnifying Party shall not be liable for any fees and expenses (including attorneys’ fees) incurred by it in connection with the defense of such Third-Party Claim if its assumption of the defense of such Third-Party Claim was induced by material mistruths by the Indemnitee. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses (including attorneys’ fees) incurred by the Indemnitee in connection with the defense of such Third-Party Claim; provided, that for any Third-Party Claims the Liabilities of which constitute Liabilities of both the Indemnifying Party and the Indemnitee, the Indemnifying Party shall only be responsible for a pro rata portion of the reasonable and documented fees and expenses (including attorneys’ fees) incurred by the Indemnitee in connection with the defense of such Third-Party Claim equal to the portion of the Third-Party Claim which constitutes Liabilities of the Indemnifying Party.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that does not elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Section 6.7 and Section 6.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any outside legal counsel to the Indemnitee reasonably determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ one firm of separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and in such case the Indemnifying Party shall bear the reasonable and documented fees and expenses of such counsel for all Indemnitees.

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(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers to the other Party (i) a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder (which notice clearly states that the Party receiving such notice must respond to the notice within ten (10) Business Days or within any such shorter time period that may be required by applicable Law or court order (the “Settlement Response Period”)) and (ii) a second written notice at least two (2) Business Days prior to the end of the Settlement Response Period, and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within the Settlement Response Period, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (it being understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

4.6 Additional Matters.

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party promptly following the Indemnitee becoming aware of such claim (which notice clearly states that the Indemnifying Party must respond to the notice within thirty (30) days (the “Indemnification Response Period”)) (provided that the failure of an Indemnitee to provide prompt notice in accordance with this Section 4.6(b) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide prompt notice in accordance with this Section 4.6(b)).

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If the Indemnitee provides a second written notice at least two (2) Business Days prior to the end of the Indemnification Response Period and such Indemnifying Party does not respond within the Indemnification Response Period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within the Indemnification Response Period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6, and the Indemnifying Party shall fully indemnify the named defendant against all reasonable costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7 Right of Contribution.

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason (other than pursuant to the terms hereof), or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or Actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

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(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed Assets or Delayed Liabilities of WKKC (except for the gross negligence or intentional misconduct of a member of the Kellanova Group) or with the ownership, operation or activities of the WKKC Business prior to the Effective Time shall be deemed to be the fault of WKKC and the other members of the WKKC Group, and no such fault shall be deemed to be the fault of Kellanova or any other member of the Kellanova Group; and (ii) any fault associated with the business conducted with Delayed Assets or Delayed Liabilities of Kellanova (except for the gross negligence or intentional misconduct of a member of the WKKC Group) or with the ownership, operation or activities of the Kellanova Business prior to the Effective Time, shall be deemed to be the fault of Kellanova and the other members of the Kellanova Group, and no such fault shall be deemed to be the fault of WKKC or any other member of the WKKC Group.

4.8 Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption or retention of any WKKC Liabilities by WKKC or a member of the WKKC Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is unlawful, a breach of fiduciary or other duty, void, unenforceable, unconscionable, inequitable or otherwise improper for any reason; (b) the assumption or retention of any Kellanova Liabilities by Kellanova or a member of the Kellanova Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is unlawful, a breach of fiduciary or other duty, void, unenforceable, unconscionable, inequitable or otherwise improper for any reason or (c) the provisions of this Article IV are unlawful, a breach of fiduciary or other duty, void, unenforceable, unconscionable, inequitable or otherwise improper for any reason.

4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10 Survival of Indemnities. The rights and obligations of each of Kellanova and WKKC and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any Liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

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ARTICLE V

CERTAIN OTHER MATTERS

5.1 Insurance Matters.

(a) After the Effective Time, with respect to any WKKC Liabilities incurred by any member of the WKKC Group arising from or relating to facts, circumstances, events or matters that occurred prior to the Effective Time with respect to which Kellanova or a member of its Group maintains Third Party occurrence-based insurance coverage, Kellanova will provide WKKC with access to, and WKKC may make occurrence-based claims under, such applicable Third Party occurrence-based insurance policies in place immediately prior to the Effective Time (to the extent coverage remains available), but solely to the extent that such policies provided coverage for members of the WKKC Group or the WKKC Business for occurrence-based claims prior to the Effective Time; provided, that WKKC shall access and make occurrence-based claims under such insurance policies in good faith and in a manner consistent with past practice; provided, further, that such access to, and the right to make occurrence-based claims under, such insurance policies shall be subject to the terms, conditions and exclusions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions:

(i) WKKC shall notify Kellanova as promptly as practicable of any claim made by WKKC pursuant to this Section 5.1(a);

(ii) WKKC and the members of the WKKC Group shall indemnify, hold harmless and reimburse Kellanova and the members of the Kellanova Group for any deductibles, self-insured retention, fees, indemnity payments, settlements, judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses (“Claim Costs”) incurred by Kellanova or any member of the Kellanova Group to the extent resulting from any access to, or any claims made by WKKC or any members of the WKKC Group under, any insurance provided pursuant to this Section 5.1(a), whether such claims are made by WKKC, its employees or any Third Parties; provided, that WKKC and the members of the WKKC Group shall only be required to indemnify Kellanova and the members of the Kellanova Group to the extent such Claim Costs exceeds payments received by Kellanova or another member of the Kellanova Group from a Captive Insurer or any other Person in respect of any claims made by WKKC or any member of the WKKC Group under any insurance provided pursuant to this Section 5.1(a); and

(iii) WKKC shall exclusively bear (and neither Kellanova nor any member of the Kellanova Group shall have any obligation to repay or reimburse WKKC or any member of the WKKC Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts (including where any insurer declines, denies, delays or obstructs any claim payment) of all such claims made by it or any member of its Group under the policies as provided for in this Section 5.1(a).

(b) Notwithstanding the foregoing, WKKC shall promptly remit to Kellanova any Insurance Proceeds received pursuant to Section 5.1(a) to the extent such Insurance Proceeds cover Losses that were remedied prior to the Effective Time or that were suffered by Kellanova or its Subsidiaries prior to the Effective Time.

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(c) Except as expressly provided in Section 5.1(a), and subject to the limitation in Section 5.1(b), from and after the Effective Time, WKKC, each member of the WKKC Group and each of their respective employees (including former or inactive employees) shall cease be insured by, shall have no access or availability to or under, shall not be entitled to make claims on or under and shall not be entitled to claim benefits from or seek coverage under, and shall not have any rights to or under, any of Kellanova’s or any member of the Kellanova Group’s insurance policies or any of their respective self-insured programs (including any assets or insurance policies or programs of any Captive Insurer) in place immediately prior to the Effective Time. In no event shall Kellanova, any other member of the Kellanova Group or any Kellanova Indemnitee have Liability or obligation whatsoever to any member of the WKKC Group in the event that any (i) insurance policy or insurance policy related Contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the WKKC Group for any reason whatsoever or shall be cancelled, not renewed or not extended beyond the current expiration date or (ii) any insurer declines, denies, delays or obstructs any claim payment.

(d) At the Effective Time, WKKC shall have in effect all insurance programs required to comply with WKKC’s contractual obligations and such other policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to that of WKKC.

(e) Neither WKKC nor any member of the WKKC Group, in connection with making a claim under any insurance policy of Kellanova or any member of the Kellanova Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Kellanova or any member of the Kellanova Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Kellanova or any member of the Kellanova Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Kellanova or any member of the Kellanova Group under the applicable insurance policy; provided, that WKKC’s, any member of the WKKC Group’s, any of their respective employees’ or any Third Party’s making of a claim pursuant to Section 5.1(a) shall not be deemed to be an action that triggers the foregoing clauses (i), (ii) or (iii).

(f) Any payments, costs, adjustments or reimbursements to be paid by WKKC pursuant to this Section 5.1 shall be billed quarterly and payable within thirty (30) days from receipt of an invoice from Kellanova. Kellanova shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any WKKC Liabilities or claims WKKC has made or could make in the future, and no member of the WKKC Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Kellanova’s insurers with respect to any of Kellanova’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs.

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WKKC shall cooperate with Kellanova and share such information as is reasonably necessary in order to permit Kellanova to manage and conduct its insurance matters as Kellanova deems appropriate. Each Party and any member of its applicable Group has the sole right to settle or otherwise resolve Third Party claims made against it or any member of its applicable Group covered under an applicable insurance policy.

(g) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Kellanova Group in respect of any insurance policy or any other contract or policy of insurance.

(h) WKKC does hereby, for itself and each other member of the WKKC Group, agree that no member of the Kellanova Group shall have any Liability whatsoever as a result of the insurance policies and practices of Kellanova and the members of the Kellanova Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(i) For the avoidance of doubt, this Section 5.1 shall not be deemed to apply or relate to any Benefit Plan.

5.2 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of a notice of non-payment) shall accrue interest from the fifth day following the due date to and including the date of payment, at the three-month Secured Overnight Financing Rate (SOFR) plus two percent (2.0%); provided that the party to whom a payment is due pursuant to this Agreement or any Ancillary Agreement may, if such payment is not timely made, issue a notice of non-payment notifying the other party that the Penalty Rate shall apply if payment in full is not made by the fifteenth (15th) day following the date of delivery of such notice of non-payment. For purposes hereof, the “Penalty Rate” shall mean the three-month Secured Overnight Financing Rate (SOFR) plus eight percent (8.0%).

5.3 Treatment of Payments for Tax Purposes. For all applicable Tax purposes, the Parties agree to treat any payment required by this Agreement as set forth in Section 5.4 of the Tax Matters Agreement.

5.4 Inducement. WKKC acknowledges and agrees that Kellanova’s willingness to cause, effect and consummate the Internal Reorganization and the Distribution has been conditioned upon and induced by WKKC’s covenants and agreements in this Agreement and the Ancillary Agreements, including WKKC’s assumption of the WKKC Liabilities pursuant to the Internal Reorganization and the provisions of this Agreement and WKKC’s covenants and agreements contained in Article IV.

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5.5 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

5.6 Distribution Center Arrangements. The Parties shall take the actions set forth on Schedule 1.1, relating to the sublease, novation or assignment, as applicable, of certain leases and agreements by members of the Kellanova Group to members of the WKKC Group following the Effective Time.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY; OTHER COVENANTS

6.1 Agreement for Exchange of Information.

(a) Generally. Subject to Section 6.9 and any other applicable confidentiality obligations, each of Kellanova and WKKC, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party requests to the extent that (i) such information relates to the WKKC Business, or any WKKC Asset or WKKC Liability, if WKKC is the requesting Party, or to the Kellanova Business, or any Kellanova Asset or Kellanova Liability, if Kellanova is the requesting Party; (ii) such information is required by the requesting Party or its Group to comply with its obligations under this Agreement or any Ancillary Agreement; or (iii) such information is required by the requesting Party or its Group to comply with any Laws or regulations or stock exchange rules or obligations imposed by any Governmental Authority, including the obligation to verify the accuracy of internal controls over information technology reporting of financial data and related processes employed in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (it being understood that in the case of such verification, the obligations set forth in this sentence shall apply to access to the facilities, systems, infrastructure and personnel of the applicable Party or its Group); provided, however, that in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information or its Group, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of either Party under Section 6.4. Each Party shall cause its and its Subsidiaries’ employees to, and shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of any Party or its Subsidiaries, or when given access to any facilities, systems, infrastructure or personnel of the other Party or any members of its Group, conform to the policies and procedures of such Party and its Group concerning health, safety, conduct and security that are made known or provided to the accessing Party from time to time.

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(b) Financial Information. Without limiting the generality of the foregoing, until the end of the WKKC fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

(c) Archives.

(i) As soon as practicable following the Effective Time, Kellanova shall provide to WKKC an inventory of (A) all Artifacts described in clause (c) of the definition of “WKKC Books and Records” for which only one physical copy exists and no digital copies exist, (B) all books and records related to real property that is owned or leased by Kellanova and leased or subleased by WKKC following the Effective Time (clauses (A) and (B) collectively, the “Kellanova Retained Records”), (C) all Artifacts described in clause (c) of the definition of “WKKC Books and Records” for which only one physical copy exists (the “Kellanova Sole Copy Artifacts”) and (D) all physical copies of books and records relating to WKKC Owned Real Property that are not easily separable from Kellanova Books and Records, as determined by Kellanova in good faith (the “Kellanova Sole Copy Records”). If requested by WKKC following the Effective Time, Kellanova shall use commercially reasonably efforts to provide to WKKC (1) digital copies of the Kellanova Retained Records and (2) access to the Kellanova Sole Copy Artifacts and the Kellanova Sole Copy Records (which access, for the avoidance of doubt, shall be governed by clause (a) of this Section 6.1).

(ii) As soon as practicable following the Effective Time, WKKC shall provide to Kellanova an inventory of (A) all Artifacts described in clause (d) of the definition of “WKKC Books and Records” for which there is only one physical copy and a digital copy does not exist (the “WKKC Retained Artifacts”) and (B) all Artifacts described in clause (d) of the definition of “WKKC Books and Records” for which there is only one physical copy (the “WKKC Sole Copy Artifacts”). If requested by Kellanova following the Effective Time, WKKC shall use commercially reasonable efforts to provide to Kellanova (1) digital copies of the WKKC Retained Artifacts and (2) access to the WKKC Sole Copy Artifacts (which access, for the avoidance of doubt, shall be governed by clause (a) of this Section 6.1).

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(d) Borrowing of Physical Assets.

(i) Upon reasonable advance notice, Kellanova shall be entitled to reserve and borrow from WKKC any WKKC Costume (as defined on Schedule 2.2(a)(xvii)) or any WKKC Sole Copy Artifact and WKKC shall be entitled to reserve and borrow from Kellanova any Kellanova Costume (as defined on Schedule 2.2(b)(v)) or any Kellanova Sole Copy Artifact; provided, that no item borrowed pursuant to this Section 6.1(d) (each, a “Borrowed Item”) (other than a WKKC Costume or Kellanova Costume for which three or more sets exist) may be reserved or borrowed for more than (A) 180 days in any given calendar year or (B) 60 days in any given calendar quarter; provided, further, that if any such item is actively in use or reserved for use within 60 days by the Party that owns such item, such item may not be reserved or borrowed until the Party owning such item is no longer using it. The Parties acknowledge and agree that the use of a WKKC Costume or a Kellanova Costume, as applicable, shall comply with the Extended Requirements (as defined in the Brand IP Agreement) applicable to such costume.

(ii) The Party borrowing any item (the “Borrowing Party”) pursuant to this Section 6.1(d) shall be responsible for any costs associated with such borrowing, including the costs of shipping and handling, cleaning and obtaining insurance on the applicable Borrowed Item. The Borrowing Party shall bear the risk of loss of any item borrowed pursuant to this Section 6.1(d) until such item is returned to the other Party.

(iii) WKKC and Kellanova shall be entitled to maintain the WKKC Sole Copy Artifacts or Kellanova Sole Copy Artifacts, as applicable, at any location; provided, that if a WKKC Sole Copy Artifact or Kellanova Sole Copy Artifact is impracticable to ship (due to cost, time or fragility concerns), WKKC and Kellanova shall discuss in good faith maintaining such Artifact in Battle Creek, Michigan, for an agreed-upon period of time, but only if the potential Borrowing Party of such Artifact (A) maintains office space and operations in Battle Creek, Michigan, (B) agrees to pay for storage, security, insurance and other costs required to keep such Artifact in Battle Creek, Michigan, and (C) agrees to be responsible for any loss or damage to such Artifact that occurs while such Artifact is located in Battle Creek, Michigan (other than any loss or damage caused by the gross negligence of the Party that owns such Artifact). If, following good faith discussions, the Parties are unable to agree on the terms providing for the maintenance of such Artifact in Battle Creek, Michigan, the Party owning such Artifact may relocate such item at its discretion, which Artifact may still be borrowed by the other Party pursuant to this Section 6.1(d).

(iv) The Parties shall from time to time agree on other procedures and rules to govern the borrowing of WKKC Costumes, Kellanova Costumes, WKKC Sole Copy Artifacts and Kellanova Sole Copy Artifacts in addition to those set forth in this Section 6.1(d).

6.2 Ownership of Information. The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements) or constitute a grant of rights in or to any such information.

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6.3 Compensation for Providing Information. The Party requesting information pursuant to Section 6.1 agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable out-of-pocket costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information).

6.4 Record Retention. To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information (a)(i) that is in its respective possession or control, or in the possession or control of any member of its respective Group, at the Effective Time or (ii) that comes into its possession or control, or the possession or control of any member of its respective Group after the Effective Time and before the earlier to occur of (A) the second anniversary of the Effective Time and (B) the date (the “New Policy Date”) on which the Parties mutually agree on replacement record retention policies (the “New Policies”) applicable to the information described in this clause (ii), in accordance with the record retention policies of Kellanova as in effect at the Effective Time, (b) that comes into its possession or control, or the possession or control of any member of its respective Group, after the New Policy Date and before the second anniversary of the Effective Time, if applicable, in accordance with the New Policies, and (c) that comes into its possession or control, or the possession or control of any member of its respective Group, after the second anniversary of the Effective Time, in accordance with its own respective record retention policies. Notwithstanding the foregoing, the Tax Matters Agreement will exclusively govern the retention of Tax-related records and the exchange of Tax-related information, and the Employee Matters Agreement will exclusively govern the maintenance and retention of employment and benefits related records.

6.5 Limitations of Liability. Neither Party nor any member of its Group shall have any Liability to the other Party or any member of its Group in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith, fraud or willful misconduct by the Party providing such information. Neither Party nor any member of its Group shall have any Liability to any other Party or any member of its Group if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(b) Any Party or any member of its Group that receives, pursuant to a request for information in accordance with this Article VI, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

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6.7 Production of Witnesses; Records; Cooperation.

(a) After the Effective Time, except in the case of a Dispute between Kellanova and WKKC, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions other than those between Kellanova and WKKC, or any members of their respective Groups.

(d) The obligation of the Parties to provide witnesses pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whether such Person or the employer of such Person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a)).

6.8 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Kellanova Group and the WKKC Group, and that each of the members of the Kellanova Group and the WKKC Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered, unless agreed otherwise, solely for the benefit of the Kellanova Group or the WKKC Group, as the case may be.

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In furtherance of the foregoing, each Party shall authorize the delivery to or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform or receive such services.

(b) The Parties agree as follows:

(i) Kellanova shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Kellanova Business and not to the WKKC Business, whether or not the Privileged Information is in the possession or under the control of any member of the Kellanova Group or any member of the WKKC Group. Kellanova shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Kellanova Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Kellanova Group or any member of the WKKC Group;

(ii) WKKC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the WKKC Business and not to the Kellanova Business, whether or not the Privileged Information is in the possession or under the control of any member of the WKKC Group or any member of the Kellanova Group. WKKC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any WKKC Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the WKKC Group or any member of the Kellanova Group; and

(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Kellanova Business, solely to the WKKC Business, or to both the Kellanova Business and the WKKC Business.

(c) Subject to the remaining provisions of this Section 6.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one (1) or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

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(d) If any Dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold, condition or delay consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.

(e) In the event of any Dispute between Kellanova and WKKC, or any members of their respective Groups, either Party may waive a privilege in information relating to the Dispute in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c); provided that the Parties intend such waiver of a shared privilege to be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups, and is not intended to operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall (unless prohibited by Law) promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Kellanova and WKKC set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.7 or this Section 6.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense or common interest agreements where necessary or useful for this purpose.

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6.9 Confidentiality.

(a) Confidentiality. Subject to Section 6.10, and without prejudice to any longer period that may be provided for in any of the Ancillary Agreements, from and after the Effective Time until the seven (7)-year anniversary of the Effective Time, each of Kellanova and WKKC, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Kellanova’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves known by such Party (or any member of such Party’s Group) to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. Notwithstanding the foregoing seven (7)-year period, Kellanova’s and WKKC’s obligations with respect to confidential and proprietary information that constitutes Trade Secrets shall survive and continue for so long as such confidential and proprietary information retains its status as a Trade Secret. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10. Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any legal hold or other document preservation obligation, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that the Parties may retain electronic back-up versions of such information maintained on routine computer system backup tapes, disks or other backup storage devices; provided further, that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

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(c) Third Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or legally-protected personal information relating to, Third Parties (i) that was received under privacy policies or notices or confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected by privacy policies or notices, as well as applicable data privacy Laws or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or legally-protected personal information relating to, Third Parties in accordance with the obligations outlined in the applicable privacy policies or notices and applicable data privacy Laws or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand, including as set forth in the Data Processing Agreement.

6.10 Protective Arrangements. In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information of the other Party pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

6.11 Restrictive Covenants.

(a) Non-Competition.

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Each Party covenants and agrees that, from the Effective Time until the second anniversary of the Effective Time, neither Party will, and will cause each other member of its respective Group not to, directly or indirectly, own, invest in, operate, manage, control, participate or engage in any Restricted Business (in each case, as applicable) without the prior written consent of the other Party; provided, that nothing in this Section 6.11(a) will prohibit (i) the ownership by Kellanova or WKKC, as the case may be, or any member of its respective Group, of debt, equity or any other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Restricted Business (as applicable), provided ownership of such securities (either directly, indirectly or upon conversion) is less than 5% of such class of securities of such Person, (ii) acquiring (whether by means of acquisition, asset purchase, merger, consolidation, similar business combination or otherwise) a Person engaged in a Restricted Business together with other lines of business if no more than 20% of such Person’s revenues were derived from a Restricted Business (measured by the most current annual financial statements published or prepared by the acquired Person in the ordinary course of business, (iii) continuing to hold any debt, equity or other class of securities of any Person that were held by the applicable Party or a member of its Group as of the Effective Time or (iv) exercising its rights or performing or complying with its obligations under this Agreement or any Ancillary Agreement.

(b) Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the other Party from any breach of the obligations of such Party set forth in this Section 6.11 would be irreparable and impossible to measure and (ii) the remedies at Law for any breach or threatened breach of this Section 6.11, including monetary damages, would therefore be inadequate compensation for any loss and the other Party shall have the right to specific performance and injunctive or other equitable relief in accordance with Section 10.13, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 6.11 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 6.11 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 6.11 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.

ARTICLE VII

DISPUTE RESOLUTION

7.1 Transition Committee.

(a) Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members from Kellanova and WKKC. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one or more members of the Transition Committee or one or more employees of either Party or any member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; and (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations.

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The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 7.1(a), and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision. Unless otherwise agreed by the Parties, the Transition Committee shall be dissolved on the date that is two years and six months after the Effective Time.

(b) Subject to Section 7.5, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or any Ancillary Agreement (including regarding whether any Assets are WKKC Assets or Kellanova Assets, any Liabilities are WKKC Liabilities or Kellanova Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the Transition Committee (the “Initial Notice”). Following the delivery of the Initial Notice, the Transition Committee shall attempt to resolve the Dispute through the procedures it is empowered to adopt in accordance with Section 7.1(a). If the Transition Committee is unable for any reason to resolve a Dispute within ten (10) days after the delivery of the Initial Notice, the Parties shall enter into good-faith negotiations in accordance with Section 7.2 and Section 7.3.

7.2 Good-Faith Officer Negotiation. If a Dispute is not resolved pursuant to Section 7.1, either Party may provide written notice thereof to the other Party (the “Officer Negotiation Request”). Within ten (10) days of the delivery of the Officer Negotiation Request, the Parties shall attempt to resolve the Dispute through good faith negotiation. All such negotiations shall be conducted by executives who hold, at a minimum, the title of Vice President and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within ten (10) days of receipt of the Officer Negotiation Request, and such ten (10) day period is not extended by mutual written consent of the Parties, the Chief Executive Officers of the Parties shall enter into good faith negotiations in accordance with Section 7.3.

7.3 CEO Negotiation. If any Dispute is not resolved pursuant to Section 7.2, either Party may provide written notice of such Dispute to the Chief Executive Officer of the other Party (a “CEO Negotiation Request”). As soon as reasonably practicable following receipt of a CEO Negotiation Request, the Chief Executive Officers of the Parties shall begin conducting good faith negotiations with respect to such Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Chief Executive Officers of the Parties are unable for any reason to resolve a Dispute within ten (10) days of receipt of a CEO Negotiation Request, and such ten (10) day period is not extended by mutual written consent of the Parties, the Dispute shall be submitted to arbitration in accordance with Section 7.4.

7.4 Arbitration.

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(a) In the event that a Dispute has not been resolved within ten (10) days of the receipt of a CEO Negotiation Request in accordance with Section 7.3, or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “Arbitration Request”), be submitted to be finally resolved by binding arbitration. The JAMS Comprehensive Arbitration Rules and Procedures with Expedited Procedures (“JAMS Expedited Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the Parties. The arbitration shall be held in (i) Chicago, Illinois or (ii) such other place as the Parties may mutually agree in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.4 will be decided by a panel of three (3) arbitrators. The arbitrators shall be empowered to fully and finally determine the arbitrability of any claim (including whether a Dispute is within the scope of the Parties’ agreement to arbitrate).

(b) The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second (2nd) of the two (2) arbitrators was named, name a third (3rd), independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the JAMS Expedited Rules. In the event that the two (2) Party-appointed arbitrators fail to appoint the third (3rd), then the third (3rd) independent arbitrator will be appointed pursuant to the JAMS Expedited Rules. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within fifteen (15) days from the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day period, then upon written application by either Party, the sole independent arbitrator will be appointed pursuant to the JAMS Expedited Rules.

(c) The arbitrators will have the right to award, on an interim basis, or include in the final award, any relief that it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrators will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, enhanced, treble, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrators following any grant of preliminary relief by an emergency arbitrator pursuant to Section 7.5, the arbitrators may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the interim relief as necessary to accord with that decision. The award of the arbitrators shall be final and binding on the Parties, and may be entered or enforced in any court of competent jurisdiction, including, without limitation any state or federal court within the state of Illinois (which the parties hereby agree have jurisdiction over them to enforce any such award). The initiation of an Officer Negotiation Request, CEO Negotiation Request, or arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings (not to exceed thirty (30) days, unless the Parties agree otherwise). Notwithstanding applicable state Law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

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(d) The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs or other documents or evidence submitted or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the arbitrators and JAMS, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except as and to the extent required by Law and to defend or pursue any legal right. In the event any Party makes application to any court in connection with this Article VII (including any proceedings to enforce a final award), that Party shall take all steps reasonably within its power to cause such application, and any exhibits (including copies of any award or decisions of the arbitrators) to be filed under seal, shall oppose any challenge by any Third Party to such sealing, and shall give the other Party immediate notice of such challenge.

(e) Notwithstanding the foregoing provisions of this Article VII, either Party may initiate arbitration before the expiration of the periods specified in Section 7.1(b), Section 7.2 and Section 7.3 if such Party has submitted an Initial Notice, Officer Negotiation Request or a CEO Negotiation Request and the other Party has failed to comply with Section 7.1(b), Section 7.2 or Section 7.3 in good faith with respect to such negotiation

7.5 Emergency Relief. Notwithstanding the foregoing provisions of this Article VII, a Party may seek preliminary provisional or injunctive judicial relief in accordance with Section 10.2 with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2, Section 7.3 and Section 7.4 if such action is reasonably necessary to avoid irreparable damage (such action, an “Emergency Petition”). Each Party hereto irrevocably agrees that any Emergency Petition sought hereunder shall be brought and determined exclusively in the Illinois Circuit Court and any state appellate court therefrom within the State of Illinois (or, solely in the case that the Illinois Circuit Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Illinois) (the “Chosen Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such Emergency Petition for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any Emergency Petition in any court other than the Chosen Courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Dispute with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such Dispute is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each Party hereto hereby consents to the service of process in accordance with Section 10.5; provided that (I) nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law and (II) each such Party’s consent to jurisdiction and service contained in this Section 7.5 is solely for the purpose referred to in this Section 7.5 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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7.6 Conduct During Dispute Resolution Process. Unless otherwise agreed in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

7.7 Compliance with Canadian Tax Ruling. In the event that the Dispute relates to whether (i) certain Assets of Kellogg Canada Inc. or WK Kellogg Canada Corp. are Kellanova Assets or WKKC Assets, or (ii) certain Liabilities of Kellogg Canada Inc. or WK Kellogg Canada Corp. are Kellanova Liabilities or WKKC Liabilities, no award or relief granted in respect of such Dispute, nor any resolution of such Dispute, shall be inconsistent with paragraphs 50 – 54 of the Canadian Tax Ruling.

ARTICLE VIII

FURTHER ASSURANCES

8.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, but subject to the express limitations of this Agreement and the Ancillary Agreements, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any Permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the WKKC Assets and the Kellanova Assets and the assignment and assumption of the WKKC Liabilities and the Kellanova Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the requesting Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

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(c) On or prior to the Effective Time, Kellanova and WKKC in their respective capacities as direct and indirect stockholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Kellanova, WKKC or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement and all Ancillary Agreements may be terminated, and the Distribution may be abandoned at any time prior to the Effective Time by Kellanova, in its sole and absolute discretion, without the approval or consent of any other Person, including WKKC. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. This Agreement and the Ancillary Agreements together govern the arrangements in connection with the Internal Reorganization and the Distribution and would not have been entered into independently.

(c) Kellanova represents on behalf of itself and each other member of the Kellanova Group, and WKKC represents on behalf of itself and each other member of the WKKC Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

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(d) Each Party acknowledges that it and each other Party may execute this Agreement or the Ancillary Agreements by stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement or such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

10.2 Governing Law. This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or Disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of Laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable.

10.4 Third Party Beneficiaries. Except for the indemnification rights under this Agreement and each Ancillary Agreement of any Kellanova Indemnitee or WKKC Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no Third Party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices. All notices and other communications to be given to any Party shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when delivered via email (such email shall be deemed delivered on the date of dispatch by the sender thereof to the extent no “bounce back” or similar message indicating non-delivery is received with respect thereto) and shall be directed to the address set forth below (or at such other address or email address as such Party shall designate by like notice):

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If to Kellanova, to:

Kellanova

412 N. Wells Street

Chicago, IL 60654

Attention: Office of Chief Legal Officer

E-mail: ******

If to WKKC, to:

WK Kellogg Co

One Kellogg Square

North Tower

Battle Creek, Michigan 49017

Attention: Office of Chief Legal Officer

E-mail: ******

10.6 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

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10.9 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement or set forth on Schedule 10.9, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement, including the Internal Reorganization and the Distribution, and any Ancillary Agreement, the Internal Reorganization, the Form 10, the Information Statement, the Internal Reorganization Step Plan and the consummation of the transactions contemplated hereby and thereby will be borne, to the extent incurred prior to the Effective Time, by Kellanova, and to the extent incurred following the Effective Time, by the Party or its applicable Subsidiary incurring such fees, costs or expenses. The Parties agree that certain specified costs and expenses shall be allocated between the Parties as set forth on Schedule 10.9.

10.10 Headings. The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

10.11 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Internal Reorganization and the Distribution and shall remain in full force and effect.

10.12 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.13 Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

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10.14 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.15 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and each Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendices) to such agreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in the United States, New York, Michigan or Illinois; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (k) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to September 29, 2023.

10.16 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, neither WKKC or any member of the WKKC Group, on the one hand, nor Kellanova or any member of the Kellanova Group, on the other hand, shall be liable under this Agreement to the other for any indirect, incidental, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.17 Performance. Kellanova will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Kellanova Group. WKKC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the WKKC Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

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10.18 Mutual Drafting; Precedence.

(a) This Agreement and the Ancillary Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

(b) In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of the Ancillary Agreements (other than the Data Processing Agreement or the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Data Processing Agreement or the Transfer Documents, the terms of this Agreement shall control to the extent of such conflict or inconsistency; provided, that in the case of any conflict or inconsistency between the terms of this Agreement and the terms of the Canadian Transfer Agreement, the terms of the Canadian Transfer Agreement shall control solely to the extent necessary for the Parties to remain compliant with the Canadian Tax Ruling.

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.

[Signature Page to Separation and Distribution Agreement]

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

WK KELLOGG CO

Gary Pilnick, being the President of WK Kellogg Co, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The name of the Corporation is WK Kellogg Co. The Corporation was incorporated under the name “North America Cereal Co.” by the filing of its original Certificate of Incorporation with the Delaware Secretary of State on November 23, 2022, which was amended by the filing of a certificate of amendment with the Delaware Secretary of State on March 15, 2023 (the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation, pursuant to a unanimous written consent, adopted resolutions authorizing the Corporation to amend, integrate and restate the Certificate of Incorporation of the Corporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

THIRD: The Restated Certificate restates and integrates and further amends the Certificate of Incorporation.

FOURTH: The Restated Certificate was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.

FIFTH: The Restated Certificate shall become effective at 11:59 p.m. (local time in Wilmington, Delaware) on October 1, 2023.

* * * * *

IN WITNESS WHEREOF, WK Kellogg Co has caused this Amended and Restated Certificate to be executed by its duly authorized officer on this 29th day of September, 2023.

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

WK KELLOGG CO

ARTICLE ONE

The name of the corporation is WK Kellogg Co (the “Corporation”).

ARTICLE TWO

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

ARTICLE THREE

The nature and purpose of the business of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).

ARTICLE FOUR

Section 1. Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,050,000,000 shares, consisting of two classes as follows:

1. 50,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”); and

2. 1,000,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”).

The Preferred Stock and the Common Stock shall have the designations, rights, powers and preferences and the qualifications, restrictions and limitations thereof, if any, set forth below.

Section 2. Preferred Stock. The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to limitations prescribed by law, to provide, by resolution or resolutions, for the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating, optional or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. The powers (including voting powers), preferences, and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the approval of the Board of Directors and by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, without the separate vote of the holders of the Preferred Stock as a class, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 3. Common Stock.

(a) Except as otherwise provided by the DGCL or this certificate of incorporation (as it may be amended and/or restated from time to time, the “Restated Certificate”) and subject to the rights of holders of any series of Preferred Stock then outstanding, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock and the holders of Preferred Stock shall not be entitled to vote on any matter except as required by law or provided in this Restated Certificate (including any certificate of designation relating to any series of Preferred Stock). Each share of Common Stock shall entitle the holder thereof to one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Except as otherwise required by law or expressly provided in this Restated Certificate, each share of Common Stock shall have the same powers, rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters.

(c) Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the other provisions of applicable law and this Restated Certificate, holders of Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of the Corporation if, as and when declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(d) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the Corporation’s debts and any other payments required by law and subject to the right, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock as to distributions upon dissolution or liquidation or winding up of the Corporation , the remaining assets of the Corporation shall be distributed to the holders of shares of Common Stock equally on a per share basis. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the other provisions of this Restated Certificate (including any certificate of designation relating to any series of Preferred Stock), a merger or consolidation of the Corporation with or into any other corporation or other entity, or a sale or conveyance of all or any part of the assets of the Corporation shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Paragraph (d).

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ARTICLE FIVE

Section 1. Board of Directors. Except as otherwise provided in this Restated Certificate or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2. Number of Directors. Subject to any rights of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances or otherwise, the number of directors which shall constitute the whole Board of Directors shall not be less than six (6) or more than fifteen (15), shall be eight (8) upon the effectiveness of the Restated Certificate and, thereafter, shall be fixed from time to time exclusively by resolution of the Board of Directors.

Section 3. Classes of Directors. From the effective date of when the shares of Common Stock are first publicly traded (the “Effective Date”) until the third annual meeting of stockholders following the Effective Date (the “Sunset Date”), and subject to the succeeding provisions of this Section (3) and Section (5) of this Article FIVE, the directors shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of an equal number of directors. The Board of Directors is authorized to assign members of the Board already in office to their respective class. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders following the Effective Date; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Effective Date; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the Effective Date. Directors elected at the first annual meeting following the Effective Date will serve a two year term expiring at the third annual meeting of stockholders following the Effective Date. Directors elected at the second annual meeting following the Effective Date will serve a one year term expiring at the third annual meeting of stockholders following the Effective Date. Commencing with the third annual meeting of stockholders following the Effective Date, the classification of the Board of Directors shall terminate, and each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting of stockholders next following the director’s election. If the number of directors is changed prior to the Sunset Date, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

Section 4. Election and Term of Office. Elections of directors need not be by written ballot unless the Bylaws of the Corporation (as amended and/or restated, the “Bylaws”) shall so provide.

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Section 5. Newly-Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office or any other cause may be filled only by resolution of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and may not be filled by any other person or persons. A director elected or appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Until the Sunset Date, a director elected or appointed to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been elected or appointed and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

Section 6. Removal and Resignation of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding and notwithstanding any other provision of this Restated Certificate, prior to the Sunset Date, directors may be removed only for cause upon the affirmative vote of stockholders representing a majority of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote thereon. Following the Sunset Date, directors may be removed with or without cause upon the affirmative vote of stockholders representing a majority of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote thereon. Any director may resign at any time upon notice in writing or by electronic transmission to the Corporation.

Section 7. Rights of Holders of Preferred Stock. Notwithstanding the provisions of this ARTICLE FIVE, whenever the holders of one or more series of Preferred Stock shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be subject to the rights of such series of Preferred Stock. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

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Section 8. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

ARTICLE SIX

Section 1. Limitation of Liability.

(a) Except to the extent that the DGCL, as the same exists or hereafter may be amended, prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty, no person who is or was a director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, notwithstanding any provision of law imposing such liability.

(b) No amendment to or repeal of this provision or by changes in law, or the adoption of any other provision of this Restated Certificate inconsistent with the foregoing paragraph, unless otherwise required by law, shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment, repeal or adoption of such inconsistent provision, provided, however, that if the DGCL is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

ARTICLE SEVEN

Section 1. Action by Written Consent. Any action required or permitted to be taken by the Corporation’s stockholders may be taken only at a duly called annual or special meeting of the Corporation’s stockholders and the power of stockholders to act by consent without a meeting is specifically denied; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided in the resolutions creating such series of Preferred Stock.

Section 2. Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only (i) by such number of directors constituting not less than two-thirds of the Board of Directors, (ii) by the Chair of the Board of Directors or (iii) by the Chair of the Board of Directors at the written request of one or more stockholders that collectively own at least 20% of the outstanding shares of capital stock of the Corporation entitled to vote on the matter for which such meeting is to be called, in each case, in the manner provided for in the Bylaws. Any business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

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Section 3. Amendments to the Bylaws. Subject to the rights of holders of any series of Preferred Stock then outstanding, in furtherance and not in limitation of the powers conferred by law, the Bylaws may be amended, altered or repealed and new bylaws made by, (i) the Board of Directors or (ii) by the stockholders by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, which vote shall be in addition to any vote of the holders of any class or series of capital stock of the Corporation required herein (including any certificate of designation relating any series of Preferred Stock).

Section 4. Amendments to this Restated Certificate. Subject to the rights of holders of any series of Preferred Stock then outstanding, and in addition to any other vote required by law or this Restated Certificate, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, ARTICLE EIGHT, OR ARTICLE NINE of this Restated Certificate may be altered, amended or repealed in any respect, nor may any provision of this Restated Certificate or the Bylaws inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

ARTICLE EIGHT

Section 1. Exclusive Forum.

(a) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty by, or other wrongdoing by, any current or former director, officer, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against the Corporation or any director, officer, or stockholder of the Corporation arising pursuant to any provision of the DGCL, the Restated Certificate or the Bylaws of the Corporation (as either may be amended, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of the Restated Certificate or the Bylaws of the Corporation (as either may be amended), (v) any action asserting a claim against the corporation or any director, officer, or stockholder of the Corporation governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. For the avoidance of doubt, this Section 1(a) of ARTICLE EIGHT shall not apply to any action or proceeding asserting a claim under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

(b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against the Corporation or any director, officer, employee or agent of the Corporation.

Section 2. Notice. Any Person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including, without limitation, shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this ARTICLE EIGHT.

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ARTICLE NINE

If any provision or provisions of this Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Restated Certificate (including, without limitation, each portion of any paragraph of this Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

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Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

WK KELLOGG CO

A Delaware corporation

(Adopted as of October 2, 2023)

ARTICLE I

OFFICES

Section 1. Offices. WK Kellogg Co (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require. The registered office of the Corporation in the State of Delaware shall be as stated in the Corporation’s certificate of incorporation (as amended and/or restated, the “Certificate of Incorporation”).

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. The Board of Directors may designate a place, if any, either within or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting of stockholders.

Section 2. Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as is specified by resolution of the Board of Directors. At the annual meeting, stockholders shall elect directors to succeed those whose terms expire at such annual meeting and transact such other business as properly may be brought before the annual meeting pursuant to Section 12 of this ARTICLE II of these Bylaws (these “Bylaws”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 3. Special Meetings.

(a) Special meetings of the stockholders may be held on such date, at such time, and at such place (if any) either within or without the State of Delaware and may be called only (i) by such number of Directors constituting not less than two-thirds of the Board of Directors, (ii) by the Chair of the Board of Directors, (iii) by the Chair of the Board of Directors at the written request of one or more stockholders that collectively own at least 20% of the outstanding shares of capital stock of the Corporation (the “Requisite Percentage”) entitled to vote on the matter for which such meeting is to be called (any such meeting called pursuant to clause (iii), a “Stockholder Requested Special Meeting”) or (iv) pursuant to clauses (ii) and (iii), above, in the event of the Chair’s absence or incapacity, by a Vice Chair, or in the Chair and Vice Chair’s absence or incapacity, by the Chair of the Nominating and Governance Committee.

(b) A Stockholder Requested Special Meeting shall be called by the Chair if the stockholder(s) requesting such meeting provide the information required by this Section 3(b) regarding such stockholder(s) and the proposed special meeting and otherwise comply with this Section 3. In order for a Stockholder Requested Special Meeting to be required to be called by the Chair, one or more valid written requests for a special meeting (individually or collectively, a “Special Meeting Request”) signed and dated by stockholders of record entitled to vote on the matter or matters proposed to be brought before the proposed special meeting that collectively own the Requisite Percentage (or their duly authorized agents), must be delivered to and received by the Secretary at the principal executive offices of the Corporation (the date of such receipt, the “Request Receipt Date”) and must be accompanied by:

(i) with respect to any nomination of director(s) to the Board of Directors, the same information described in Section 12(b)(iii); with respect to any other business proposed to be presented at any Stockholder Requested Special Meeting, the same information described in Section 12(a)(iii); and (ii) (A) as to each stockholder of record signing such request (or if such stockholder of record is a nominee or custodian) or beneficial owner on whose behalf such request is signed, an affidavit by each such person (x) stating the number of shares of capital stock of the Corporation owned by such stockholder as of the date such request was signed and (y) agreeing to (1) continue to own such shares of capital stock of the Corporation through the date of the Stockholder Requested Special Meeting and (2) update and supplement such affidavit as of the record date for the Stockholder Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for such Stockholder Requested Special Meeting) and as of the date that is no more than 10 business days prior to the date of the Stockholder Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days prior to the date of such Stockholder Requested Special Meeting); provided, however, that, in the event of any decrease in the ownership by such person at any time before the Stockholder Requested Special Meeting, such person’s Special Meeting Request shall be deemed to have been revoked with respect to such shares of capital stock of the Corporation comprising such reduction and shall not be counted towards the calculation of the Requisite Percentage; and provided further, that, if as a result of such reduction, the Requisite Percentage is not met, then such Special Meeting Request shall not be valid and the Stockholder Requested Special Meeting shall not be required to be called or shall be cancelled by the Board of Directors if already called, and (B) as to any stockholder or beneficial owner who has solicited other stockholders to request the special meeting, the information described in Section 12(a)(iii) as to each such stockholder or beneficial owner.

(c) One or more written requests for a special meeting delivered to the Secretary shall constitute a valid Special Meeting Request only if each such written request satisfies the requirements of this Section 3 and has been dated and delivered to the Secretary at the principal executive offices of the Corporation within 60 days of the earliest dated of such requests. If the stockholder of record signing the Special Meeting Request is a nominee or custodian on behalf of a beneficial owner, such Special Meeting Request shall not be valid unless documentary evidence is supplied to the Secretary at the time of delivery of such Special Meeting Request of such signatory’s authority to execute the Special Meeting Request on behalf of such beneficial owner. The determination of the validity of a Special Meeting Request shall be made by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. Notwithstanding anything to the contrary herein, a Special Meeting Request shall not be valid and a Stockholder Requested Special Meeting shall not be required to be called or may be cancelled by the Board of Directors if already called, as applicable, if: (i) at any time prior to the Stockholder Requested Special Meeting, the Special Meeting Request does not comply with these Bylaws, including this Section 3, (ii) such Special Meeting Request relates to an item of business that is not a matter on which stockholders are authorized to act under, or that involves a violation of, applicable law, (iii) the Request Receipt Date occurs during the period commencing 120 days prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders, (iv) the purpose(s) specified in the Special Meeting Request relates to an item of business that is the same or substantially similar (as determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders, a “Similar Item”) to an item of business that was presented at any meeting of stockholders held within the 120 days prior to the Request Receipt Date, or (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called or that is called for a date within 120 days of the Request Receipt Date. For the avoidance of doubt, the nomination, election, or removal of directors will be deemed to be a Similar Item with respect to all items of business involving the nomination, election, or removal of directors and/or changing the size of the Board of Directors and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors. Except as otherwise provided by law, in the case of a Stockholder Requested Special Meeting, the Chair of the Board of Directors shall have the power and duty (A) to determine whether any business proposed to be brought before the meeting was proposed in accordance with the procedures set forth in this Section 3 and (B) if any proposed business was not proposed in compliance with this Section 3 or the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.

(d) A Stockholder Requested Special Meeting shall be called for a date not more than 120 days after the Request Receipt Date with respect to the last Special Meeting Request related to such Stockholder Requested Special Meeting (or, in the case of any litigation related to the validity of the requests for a Stockholder Requested Special Meeting, 120 days after the final, non-appealable resolution of such litigation).

(e) Business transacted at any Stockholder Requested Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request(s) related to such meeting and (ii) any additional matters that the Board of Directors determines to include in the Corporation’s notice of the meeting. If none of the requesting stockholders (or their duly authorized agents) appear at the Stockholder Requested Special Meeting to present the matters that were specified in the Stockholder Meeting Request(s), the Corporation need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

(f) Notwithstanding the provisions of Section 6, if a quorum is not present at any Stockholder Requested Special Meeting, the Chair, the Board of Directors and the Corporation, shall have no obligation to postpone or adjourn such Stockholder Requested Special Meeting, and further, may cancel such Stockholder Requested Special Meeting; and each of the same shall be deemed to have fulfilled their respective obligations under this Section 3 with respect to such Stockholder Requested Special Meeting.

(g) At any time prior to the Stockholder Requested Special Meeting, a Special Meeting Request may be withdrawn by a requesting stockholder in a writing that is signed and dated by such requesting stockholder, or their duly authorized agent, and delivered to the Secretary of the Corporation prior to the Stockholder Requested Special Meeting. If as a result of such withdrawal, the Requisite Percentage for a Special Meeting Request is not met, then such Special Meeting Request shall not be valid and the Stockholder Requested Special Meeting shall not be required to be called or shall be cancelled by the Board of Directors if already called.

Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take action at a meeting, notice of the meeting shall be given that shall state the place, if any, date, and time of the meeting of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders not physically present may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware (the “DGCL”)) or the Certificate of Incorporation.

(a) Form of Notice. All such notices shall be delivered in writing or in any other manner permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. If delivered by courier service, notice shall be deemed given at the earlier of when the notice is received or left at such stockholder’s address as the same appears on the records of the Corporation. If given by electronic mail, notice shall be deemed given when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by the DGCL. Notice to stockholders may also be given by other forms of electronic transmission consented to by the stockholder. If given by facsimile telecommunication, such notice shall be deemed given when directed to a number at which the stockholder has consented to receive notice by facsimile. If given by a posting on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed given upon the later of (x) such posting and (y) the giving of such separate notice. If notice is given by any other form of electronic transmission, such notice shall be deemed given when directed to the stockholder. An affidavit of the secretary or an assistant secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(b) Waiver of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders of the Corporation need be specified in any waiver of notice of such meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not further participate in the meeting.

(c) Notice by Electronic Transmission. Notwithstanding Section 4(a) of this ARTICLE II, a notice may not be given by electronic transmission from and after the time: (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation; and (ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these Bylaws, except as otherwise limited by applicable law, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files or information.

Section 5. List of Stockholders. The Corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Nothing contained in this section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the list shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5 or to vote in person or by proxy at any meeting of stockholders.

Section 6. Quorum. The holders of a majority in voting power of the outstanding capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws. If a quorum is not present, the chair of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote on the matter may adjourn the meeting to another time and/or place from time to time until a quorum shall be present in person or represented by proxy. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a separate class or series, the holders of a majority in voting power of the outstanding stock of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. A quorum once established at a meeting shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 7. Adjourned Meetings. Any meeting of stockholders may be adjourned from time to time to reconvene at any other time, and to any other place, if any, at which a meeting of stockholders may be held under these Bylaws by the chair of the meeting for any reason by or at the direction of the Board of Directors, or by a majority of the stockholders present or represented at the meeting and entitled to vote on the matter whether or not a quorum is present. Notice need not be given of any such adjournment if the date, time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the meeting at which adjournment is taken, (b) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 8. Vote Required. Subject to the rights of the holders of any series of preferred stock then outstanding, when a quorum has been established, all matters shall be determined by the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter, unless by express provisions of the DGCL or other an applicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, any regulation applicable to the Corporation or its securities, the Certificate of Incorporation or these Bylaws a minimum or different vote is required, in which case such minimum or different vote shall be the required vote for such matter.

Section 9. Election of Directors. Except as otherwise provided by these Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present, provided that the directors shall be elected by the vote of a plurality of the votes cast at each meeting of the stockholders for the election of directors at which a quorum is present and for which (x) the Secretary of the Corporation receives notice that one or more stockholders has proposed to nominate one or more persons for election or re-election to the Board of Directors, which notice purports to be in compliance with the advance notice requirements for stockholder nominations set forth in these Bylaws, irrespective of whether the Board of Directors at any time determines that any such notice is not in compliance with such requirements, and (y) such nomination or nominations have not been formally and irrevocably withdrawn by such stockholder(s) on or prior to the date that is ten (10) days in advance of the date that the Corporation first mails its notice of the meeting for such meeting (a “Contested Election”). For purposes of this Section 9 of ARTICLE II these Bylaws, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election). In order for any incumbent director to become a nominee of the Board of Directors for further service on the Board of Directors, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the nominating and governance committee, or such other committee designated by the Board of Directors pursuant to these Bylaws, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board of Directors accepts a director’s resignation pursuant to this Section 9, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to Section 5 of ARTICLE FIVE of the Certificate of Incorporation.

Section 10. Voting Rights. Subject to the rights of the holders of any series of preferred stock then outstanding, except as otherwise provided by the DGCL or the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot.

Section 11. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Section 12. Advance Notice of Stockholder Business and Director Nominations.

(a) Business at Annual Meetings of Stockholders.

(i) Only such business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 12(b) of this ARTICLE II) shall be conducted at an annual meeting of the stockholders as shall have been brought before the meeting (A) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any duly authorized committee thereof, (B) by or at the direction of the Board of Directors or any duly authorized committee thereof, or (C) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice provided for in Section 12(a)(iii) of this ARTICLE II, on the record date for determination of stockholders of the Corporation entitled to vote at the meeting, and at the time of the annual meeting, (2) at the time of the meeting, is entitled to vote at the meeting and (3) complies with the notice procedures set forth in Section 12(a)(iii) of this ARTICLE II. For the avoidance of doubt, the foregoing clause (C) of this Section 12(a)(i) of ARTICLE II shall be the exclusive means for a stockholder to propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) before an annual meeting of stockholders.

(ii) For any business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 12(b) of this ARTICLE II) to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form as described in Section 12(a)(iii) of this ARTICLE II to the Secretary; any such proposed business must be a proper matter for stockholder action and the stockholder and the Stockholder Associated Person (as defined in Section 12(e) of this ARTICLE II) must have acted in accordance with the representations set forth in the Solicitation Statement (as defined in Section 12(a)(iii) of this ARTICLE II) required by these Bylaws. To be timely, a stockholder’s notice for such business must be delivered by hand and received by the Secretary at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of stockholders (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on April 28, 2023); provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year (other than for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded), such stockholder’s notice must be delivered not earlier than the 120th day prior to the date of such annual meeting and by the later of (A) the tenth day following the day the Public Announcement (as defined in Section 12(e) of this ARTICLE II) of the date of the annual meeting is first made or (B) the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to Section 12(a) of this ARTICLE II will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business Day).

(iii) To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder proposes to bring before the annual meeting:

(A) a brief description of the business desired to be brought before the annual meeting (including the specific text of any proposal, resolutions or actions proposed for consideration and if such business includes a proposal to amend these Bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the annual meeting,

(B) the name and address of the stockholder of record proposing such business, as they appear on the Corporation’s books, the name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and address of any Stockholder Associated Person,

(C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such stockholder or by any Stockholder Associated Person, a description of any Derivative Positions (as defined in Section 12(e) of this ARTICLE II) directly or indirectly held or beneficially held by the stockholder or any Stockholder Associated Person, and whether and to the extent to which a Hedging Transaction (as defined in Section 12(e) of this ARTICLE II) has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,

(D) a description of all arrangements or understandings between or among such stockholder or any Stockholder Associated Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder, any Stockholder Associated Person or such other person or entity in such business,

(E) a representation that such stockholder is a stockholder of record of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the meeting,

(F) any other information related to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act, and the rules, regulations and schedules promulgated thereunder,

(G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to the holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the proposal or otherwise to solicit proxies or votes from stockholders in support of the proposal (such representation, a “Solicitation Statement”),

(H) a description of any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right, directly or indirectly, to vote any shares of any class or series of capital stock of the Corporation,

(I) a description of any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation,

(J) a description of any performance-related fees (other than an asset based fee) that such stockholder or beneficial owner, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any interests described in (C), and

(K) the names and addresses of other stockholders and beneficial owners known by any stockholder giving the notice (and/or beneficial owner, if any, on whose behalf the nomination or proposal is made) to support such nomination or proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially and/or of record by such other stockholder(s) and beneficial owner(s).

In addition, any stockholder who submits a notice pursuant to Section 12(a) of this ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 12(d) of this ARTICLE II.

(iv) Notwithstanding anything in these Bylaws to the contrary, no business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 12(b) of this ARTICLE II and business included in the Corporation’s proxy materials pursuant to the Exchange Act) shall be conducted at an annual meeting except in accordance with the procedures set forth in Section 12(a) of this ARTICLE II.

(b) Nominations at Annual Meetings of Stockholders.

(i) Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 12(b) of ARTICLE II shall be eligible for election to the Board of Directors at an annual meeting of stockholders.

(ii) Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual meeting of stockholders only (A) by or at the direction of the Board of Directors or any duly authorized committee thereof or (B) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice provided for in this Section 12(b) of ARTICLE II on the record date for determination of stockholders of the Corporation entitled to vote at the meeting, and at the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in this Section 12(b) of ARTICLE II. For the avoidance of doubt, clause (B) of this Section 12(b)(ii) of ARTICLE II shall be the exclusive means for a stockholder to make nominations of persons for election to the Board of Directors at an annual meeting of stockholders. For nominations to be properly brought by a stockholder at an annual meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in Section 12(b)(iii) of this ARTICLE II to the Secretary and the stockholder and the Stockholder Associated Person must have acted in accordance with the representations set forth in the Nomination Solicitation Statement required by these Bylaws.

To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors must be delivered to the Secretary at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of stockholders (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on April 28, 2023); provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year (other than for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded), such stockholder’s notice must be delivered not earlier than the 120th day prior to the date of such annual meeting and by the later of the tenth day following the day the Public Announcement of the date of the annual meeting is first made and the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to this Section 12(b) of ARTICLE II will be deemed received on any given day if received prior to the Close of Business on such day (and otherwise on the next succeeding day). For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws.

(iii) To be in proper written form, a stockholder’s notice to the Secretary shall set forth:

(A) as to each person that the stockholder proposes to nominate for election or re-election as a director of the Corporation, (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly owned beneficially or of record by the person, (4) the date such shares were acquired and the investment intent of such acquisition, (5) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act, and the rules, regulations and schedules promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee of the stockholder, if applicable, and to serving as a director if elected), and (6) a completed and signed questionnaire, representation and agreement and any and all other information required by Section 12(f) of this ARTICLE II,

(B) as to the stockholder giving the notice, the name and address of such stockholder, as they appear on the Corporation’s books, the name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and address of any Stockholder Associated Person,

(C) the class or series and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such stockholder or by any Stockholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions directly or indirectly held or beneficially held by the stockholder or any Stockholder Associated Person, and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,

(D) a description of all arrangements or understandings (including financial transactions and direct or indirect compensation) between or among such stockholder or any Stockholder Associated Person and each proposed nominee and any other person or entity (including their names) pursuant to which the nomination(s) are to be made by such stockholder,

(E) a representation that such stockholder is a holder of record of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the persons named in its notice,

(F) any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or otherwise required, pursuant to Section 14 of the Exchange Act, and the rules, regulations and schedules promulgated thereunder, and (G) a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to the holders of a sufficient number of the Corporation’s outstanding shares reasonably believed by the stockholder or any Stockholder Associated Person, as the case may be, to elect each proposed nominee or otherwise to solicit proxies or votes from stockholders in support of the nomination or solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act (such representation, a “Nomination Solicitation Statement”), and the statement required by Rule 14a-19(b)(3) of the Exchange Act (or any successor provision),

(H) a description of any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right, directly or indirectly, to vote any shares of any class or series of capital stock of the Corporation,

(I) a description of any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation,

(J) a description of any performance-related fees (other than an asset based fee) that such stockholder or beneficial owner, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any interests described in (C), and

(K) the names and addresses of other stockholders and beneficial owners known by any stockholder giving the notice (and/or beneficial owner, if any, on whose behalf the nomination or proposal is made) to support such nomination or proposal, and to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially and/or of record by such other stockholder(s) and beneficial owner(s).

In addition, any stockholder who submits a notice pursuant to this Section 12(b) of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 12(d) of this ARTICLE II and shall comply with Section 12(f) of this ARTICLE II.

(iv) Notwithstanding anything in Section 12(b)(ii) of this ARTICLE II to the contrary, if the number of directors to be elected to the Board of Directors is increased effective after the time period for which nominations would otherwise be due under paragraph 11(b)(ii) of this ARTICLE II and there is no Public Announcement naming the nominees for additional directorships at least ten (10) days prior to the last day a stockholder may deliver a notice of nomination in accordance with Section 12(b)(ii), a stockholder’s notice required by Section 12(b)(ii) of this ARTICLE II shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the tenth day following the day on which such Public Announcement is first made by the Corporation. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

(c) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 12(c) of ARTICLE II shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of the Board of Directors, any duly authorized committee thereof, or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the Certificate of Incorporation) or (ii) provided that the Board of Directors or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of ARTICLE SEVEN of the Certificate of Incorporation) has determined that directors are to be elected at such special meeting, by any stockholder of the Corporation who (A) was a stockholder of record at the time of giving of notice provided for in this Section 12(c) of ARTICLE II and at the time of the special meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures provided for in this Section 12(c) of ARTICLE II. For nominations to be properly brought by a stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 12(c) of ARTICLE II to the Secretary.

To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors must be received by the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the later of the 90th day prior to such special meeting or the tenth day following the day on which a Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to this Section 12(c) of ARTICLE II will be deemed received on any given day if received prior to the Close of Business on such day (and otherwise on the next succeeding day). To be in proper written form, such stockholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Section 12(b)(iii) of this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this Section 12(c) of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 12(d) of this ARTICLE II and shall comply with Section 12(f) of this ARTICLE II. The number of nominees a stockholder may nominate for election at the special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting.

(d) Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business or nomination for election pursuant to this Section 12 of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is ten (10) Business Days prior to such meeting of the stockholders or any adjournment or postponement thereof, provided, that no such update or supplement shall cure or affect the accuracy (or inaccuracy) of any representation made by any stockholder, Stockholder Associated Person or nominee or the validity (or invalidity) of any nomination or proposal that failed to comply with this Section 12 of ARTICLE II or is rendered invalid as a result of any inaccuracy therein. Such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the fifth Business Day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the Close of Business on the eighth Business Day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) Business Days prior to the meeting of stockholders or any adjournment or postponement thereof).

(e) Definitions. For purposes of this Section 12 of ARTICLE II, the term:

(i) “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Battle Creek, Michigan or New York, New York are authorized or obligated by law or executive order to close;

(ii) “Close of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close of Business on the immediately preceding Business Day;

(iii) “Derivative Positions” means, with respect to a stockholder or any Stockholder Associated Person, any derivative positions including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any performance-related fees to which such stockholder or any Stockholder Associated Person is entitled based, directly or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation;

(iv) “Hedging Transaction” means, with respect to a stockholder or any Stockholder Associated Person, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of such stockholder or any Stockholder Associated Person with respect to the Corporation’s securities; (v) “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act; and

(vi) “Stockholder Associated Person” of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

(f) Submission of Questionnaire, Representation and Agreement. To be qualified to be a nominee for election or re-election as a director of the Corporation, a person must deliver (in the case of a person nominated by a stockholder in accordance with Sections 12(b) or 12(c) of this ARTICLE II, in accordance with the time periods prescribed for delivery of notice under such sections) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) and a written representation and agreement (in the form provided by the Secretary upon written request written request of any stockholder of record identified by name within five Business Days of such) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (iii) would be in compliance, and if elected as a director of the Corporation will comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(g) Update and Supplement of Nominee Information. The Corporation may also, as a condition to any such nomination or business being deemed properly brought before an annual meeting, require any stockholder delivering a notice pursuant to this Section 12 of this ARTICLE II or proposed nominee to deliver to the Secretary, within five Business Days of any such request, such other information as may reasonably be requested by the Corporation, including such other information as may be reasonably required by the Board of Directors, in its sole discretion, to determine (A) the eligibility of such proposed nominee to serve as a director of the Corporation, (B) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, Securities and Exchange Commission and stock exchange rules or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (C) such other information that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(h) Authority of Chair; General Provisions. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the chair of the meeting shall have the power and duty to determine whether any nomination or other business proposed to be brought before the meeting was made or brought in accordance with the procedures set forth in these Bylaws (including whether the stockholder or Stockholder Associated Person, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 12(a)(iii)(G) or Section 12(b)(iii)(G), as applicable, of these Bylaws) and, if any nomination or other business is not made or brought in compliance with these Bylaws, to declare that such nomination or proposal of other business be disregarded and not acted upon. Notwithstanding the foregoing provisions of this Section 12, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Corporation.

For purposes of this Section 12, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it or such Stockholder Associated Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(i) Compliance with Exchange Act. Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules, regulations and schedules promulgated thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules, regulations and schedules promulgated thereunder are not intended to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to Section 12 of this ARTICLE II.

(j) Effect on Other Rights. Nothing in these Bylaws shall be deemed to (A) affect any rights of the stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (B) confer upon any stockholder a right to have a nominee or any proposed business included in the Corporation’s proxy statement, except as set forth in the Certificate of Incorporation or these Bylaws or (C) affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

Section 13. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting in conformity herewith; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 12 at the adjourned meeting.

Section 14. Conduct of Meetings.

(a) Generally. Meetings of stockholders shall be presided over by the Chair of the Board of Directors, if any, or in the Chair’s absence or disability, by the Chief Executive Officer, or in the Chief Executive Officer’s absence or disability, by the President, or in the President’s absence or disability, by a Vice President (in the order as determined by the Board of Directors), or in the absence or disability of the foregoing persons by a chair designated by the Board of Directors, or in the absence or disability of such person, by a chair chosen at the meeting.

The Secretary shall act as secretary of the meeting, but in the Secretary’s absence or disability the chair of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chair of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices and similar devices at the meeting. The chair of the meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a nomination or matter or business was not properly brought before the meeting and if such chair should so determine, such chair shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The chair of the meeting shall have the power, right and authority, for any or no reason, to convene, recess and/or adjourn any meeting of stockholders.

(c) Inspectors of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. No person who is a candidate for an office at an election may serve as an inspector at such election. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

Section 15. Remote Communication. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication,

provided, that

(c) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(d) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (e) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 1. General Powers. Except as otherwise provided in the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2. Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors and publicized among all directors. Special meetings of the Board of Directors may be called by (i) the Chair of the Board of Directors, if any, or (ii) by the Secretary upon the written request of a majority of the directors then in office and in each case shall be held at the place, if any, on the date and at the time as he, she or they shall fix. Any and all business may be transacted at a special meeting of the Board of Directors.

Section 3. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which notice is required, shall be given by the Secretary as hereinafter provided in this Section 4. Such notice shall be state the date, time and place, if any, of the meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by overnight courier, telecopy, electronic transmission, email or similar means or (b) five (5) days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission, email or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 4. Waiver of Notice and Presumption of Assent. Any director may waive notice of any meeting of directors by a writing signed by the director or by electronic transmission. Any member of the Board of Directors or any committee thereof who is present at a meeting shall have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not further participate in the meeting. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 5. Chair of the Board of Directors, Quorum, Required Vote and Adjournment. The Board of Directors may elect a Chair of the Board of Directors. The Chair of the Board of Directors must be a director and may be an officer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, he or she shall perform all duties and have all powers which are commonly incident to the position of Chair of the Board of Directors or which are delegated to him or her by the Board of Directors, preside at all meetings of the stockholders and Board of Directors at which he or she is present and have such powers and perform such duties as the Board of Directors may from time to time prescribe. If the Chair of the Board is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chair of the Board of Directors) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of the directors present at the meeting to so preside. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, provided, however, that a quorum shall never be less than one-third the total number of directors. Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Committees.

(a) The Board of Directors may designate one or more committees, including an executive committee, consisting of one or more of the directors of the Corporation, and any committees required by the rules and regulations of such exchange as any securities of the Corporation are listed. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided by the DGCL and in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors. Each such committee shall serve at the pleasure of the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

(b) Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majority vote of the members present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 7. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in the same paper form or electronic form as the minutes are maintained.

Section 8. Compensation. The Board of Directors shall have the authority to fix the compensation, including fees, reimbursement of expenses and equity compensation, of directors for services to the Corporation in any capacity, including for attendance of meetings of the Board of Directors or participation on any committees. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 9. Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such member’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10. Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

Section 1. Number and Election. Subject to the authority of Chief Executive Officer to appoint officers as set forth in Section 11 of this ARTICLE IV, the officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Term of Office. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent of the Corporation may be removed with or without cause by the Board of Directors, a duly authorized committee thereof or by such officers as may be designated by a resolution of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer appointed by the Chief Executive Officer in accordance with Section 11 of this ARTICLE IV may also be removed by the Chief Executive Officer in his or her sole discretion.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors or the Chief Executive Officer in accordance with Section 11 of this ARTICLE IV.

Section 5. Compensation. Compensation of all executive officers shall be approved by the Board of Directors or a duly authorized committee thereof, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6. Chief Executive Officer. The Chief Executive Officer shall have the powers and perform the duties incident to that position. The Chief Executive Officer shall, in the absence of the Chair of the Board of Directors, or if a Chair of the Board of Directors shall not have been elected, preside at each meeting of (a) the Board of Directors if the Chief Executive Officer is a director and (b) the stockholders. Subject to the powers of the Board of Directors and the Chair of the Board, the Chief Executive Officer shall be in general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these Bylaws. The Chief Executive Officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Whenever the President is unable to serve, by reason of sickness, absence or otherwise, the Chief Executive Officer shall perform all the duties and responsibilities and exercise all the powers of the President.

Section 7. The President. The President of the Corporation shall, subject to the powers of the Board of Directors, the Chair of the Board of Directors and the Chief Executive Officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall, in the absence of the Chief Executive Officer, act with all of the powers and be subject to all of the restrictions of the Chief Executive Officer. The President shall have such other powers and perform such other duties as may be prescribed by the Chair of the Board of Directors, the Chief Executive Officer, the Board of Directors or as may be provided in these Bylaws or otherwise are incident to the position of President.

Section 8. Vice Presidents. The Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors or the Chair of the Board of Directors, shall, perform such duties and have such powers as the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of Vice President.

The Vice Presidents may also be designated as Executive Vice Presidents or Senior Vice Presidents, as the Board of Directors may from time to time prescribe.

Section 9. The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Board of Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of Secretary; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer, the President, or Secretary may, from time to time, prescribe.

Section 10. The Chief Financial Officer and the Treasurer. The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the Chair of the Board of Directors or the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the financial condition and operations of the Corporation; shall have such powers and perform such duties as the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer, the President or these Bylaws may, from time to time, prescribe or which otherwise are incident to the position of Chief Financial Officer. The Treasurer, if any, shall in the absence or disability of the Chief Financial Officer, perform the duties and exercise the powers of the chief financial officer, subject to the power of the Board of Directors. The Treasurer, if any, shall perform such other duties and have such other powers as the Board of Directors may, from time to time, prescribe.

Section 11. Appointed Officers. In addition to officers designated by the Board of Directors in accordance with this ARTICLE IV, the Chief Executive Officer shall have the authority to appoint other officers below the level of Board of Directors-appointed Vice President as the Chief Executive Officer may from time to time deem expedient and may designate for such officers titles that appropriately reflect their positions and responsibilities. Such appointed officers shall have such powers and shall perform such duties as may be assigned to them by the Chief Executive Officer or the senior officer to whom they report, consistent with corporate policies. An appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal by the Chief Executive Officer or the Board of Directors at any time, either with or without cause.

Section 12. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 13. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

Section 14. Delegation of Authority. The Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form. The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Each certificate shall certify the number of shares owned by such holder in the Corporation and shall be signed by, or in the name of the Corporation by two authorized officers of the Corporation including, but not limited to, the Chair of the Board of Directors (if an officer), the Chief Executive Officer, the President, a Vice President, the Chief Financial Officer, the Treasurer, the Secretary and an Assistant Secretary of the Corporation. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, transfer agent or registrar of the Corporation at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation. The Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the Corporation, containing the name of each holder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue. When shares are represented by certificates, the Corporation shall issue and deliver to each holder to whom such shares have been issued or transferred, certificates representing the shares owned by such holder, and shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. When shares are not represented by certificates, shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the Corporation shall, if required by applicable law, send the holder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the Certificate of Incorporation, Bylaws or any other instrument, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 2. Lost Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of the lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 3. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as otherwise required by applicable law. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Section 4. Fixing a Record Date for Purposes Other Than Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action (other than stockholder meetings which are expressly governed by Section 12 of ARTICLE II hereof), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Subject to and in accordance with applicable law, the Certificate of Incorporation and any certificate of designation relating to any series of preferred stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by the Board of Directors, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, subject to the provisions of applicable law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose. The Board of Directors may modify or abolish any such reserves in the manner in which they were created.

Section 2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 3. Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section.

Section 6. Voting Securities Owned By Corporation. Voting securities in any other corporation or entity held by the Corporation shall be voted by the Chair of the Board of Directors, Chief Executive Officer, the President or the Chief Financial Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 7. Facsimile/Electronic Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, docusign, facsimile and other forms of electronic signatures of any officer or director of the Corporation may be used to the fullest extent permitted by applicable law.

Section 8. Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 9. Inconsistent Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision (or part thereof) of these Bylaws shall be construed to be consistent with such other provision or provisions, and to the extent such provision may not be so construed, such provision shall be deemed amended to incorporate such other provision so as to eliminate any such inconsistency and as so amended shall be given full force and effect.

ARTICLE VII

INDEMNIFICATION

Section 1. Right to Indemnification and Advancement. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, manager, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”) and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in this Section 2 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification and advance of expenses (as defined below), the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the specific case by the Board of Directors of the Corporation. In addition to the right to indemnification conferred herein, an indemnitee shall also have the right, to the fullest extent not prohibited by law, to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that if and to the extent that the DGCL requires, an advance of expenses shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise. The Corporation may also, by action of its Board of Directors, provide indemnification and advancement to employees and agents of the Corporation. Any reference to an officer of the Corporation in this ARTICLE VII shall be deemed to refer exclusively to the Chair of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of the Corporation appointed pursuant to ARTICLE IV, and to any Vice President, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board of Directors pursuant to ARTICLE IV of these Bylaws, and any reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to the certificate of incorporation and bylaws or equivalent organizational documents of such other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title, including any titled granted to such person by the Chief Executive Officer pursuant to ARTICLE IV, Section 11, that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this ARTICLE VII unless such person’s appointment to such office was approved by the Board of Directors pursuant to ARTICLE IV.

Section 2. Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Section 2 of ARTICLE VII shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), upon the written request of the indemnitee.

If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE VII if required), the right to indemnification or advances as granted by this ARTICLE VII shall be enforceable by the indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the applicable standard of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 4. Service for Subsidiaries. Any person serving as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a “subsidiary” for purposes of this ARTICLE VII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, manager, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this ARTICLE VII in entering into or continuing such service. To the fullest extent permitted by law, the rights to indemnification and to the advance of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Any amendment, alteration or repeal of this ARTICLE VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6. Non-Exclusivity of Rights; Continuation of Rights of Indemnification. The rights to indemnification and to the advance of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation or under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this ARTICLE VII shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this ARTICLE VII is in effect. Any repeal or modification of this ARTICLE VII or repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 7. Merger or Consolidation. For purposes of this ARTICLE VII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8. Savings Clause. To the fullest extent permitted by law, if this ARTICLE VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under Section 1 of this ARTICLE VII as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties and any other penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification and advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest extent permitted by any applicable portion of this ARTICLE VII that shall not have been invalidated.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Section 3 of ARTICLE SEVEN of the Certificate of Incorporation.

* * * * *

Exhibit 10.1

Execution Version

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

KELLOGG COMPANY

AND

WK KELLOGG CO

DATED AS OF SEPTEMBER 29, 2023

TABLE OF CONTENTS

ii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC”).

R E C I T A L S:

WHEREAS, the board of directors of Kellanova (the “Kellanova Board”) has determined that it is in the best interests of Kellanova and its shareholders to create a new publicly traded company that shall operate the WKKC Business;

WHEREAS, in furtherance of the foregoing, the Kellanova Board has determined that it is appropriate and desirable to separate the WKKC Business from the Kellanova Business (the “Internal Reorganization”) and, following the Internal Reorganization, make a distribution to holders of Kellanova Shares on the Record Date of all of the outstanding WKKC Shares owned by Kellanova (the “Distribution”);

WHEREAS, prior to the Internal Reorganization and Distribution, Kellanova and WKKC intend to become substantially more operationally independent on July 30, 2023 (the “CIC Date”), except that operations in respect of Canada-based employees will become operationally independent at the time of the Distribution;

WHEREAS, in order to effectuate the Internal Reorganization and Distribution, Kellanova and WKKC have entered into a Separation and Distribution Agreement, dated as of September 29, 2023 (the “Separation Agreement”);

WHEREAS, in addition to the matters addressed by the Separation Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters; and

WHEREAS, the Parties acknowledge that this Agreement, the Separation Agreement and the other Ancillary Agreements represent the integrated agreement of Kellanova and WKKC relating to the Internal Reorganization and Distribution, are being entered into together and would not have been entered into independently.

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement.

“2023 PSU” shall have the meaning set forth in Section 4.02(f).

“2023 RSU” shall have the meaning set forth in Section 4.02(c).

“Agreement” shall have the meaning set forth in the Preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.08.

“Applicable Exchange” shall mean the securities exchange as may at the applicable time be the principal market for Kellanova Shares or WKKC Shares, as applicable.

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

“Automatically Assigned Individual Agreement” shall have the meaning set forth in Section 3.02.

“Benefit Plan” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature to any Employee or Former Employee, or to any family member, dependent, or beneficiary of any such Employee or Former Employee, including, but not limited to, cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock options, stock purchase plans, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, retention, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, paid time off, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term “Benefit Plan” does not include any government-sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs, policies or individual agreements.

“Canadian Defined Benefit Plans” shall mean, collectively, all Benefit Plans that provide for defined benefit retirement benefits to Employees and Former Employees primarily located in Canada, including the defined benefit portion of any hybrid plan or plan design.

“CIC Date” shall have the meaning set forth in the Recitals.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Commissions” shall have the meaning set forth in Section 4.04(a)(ii).

“Continuation Period” shall have the meaning set forth in Section 2.02.

“Distribution” shall have the meaning set forth in the Recitals.

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“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Kellanova Board in its sole and absolute discretion.

“Earned Kellanova PSU” shall have the meaning set forth in Section 4.02(f)(i).

“Earned WKKC PSU” shall have the meaning set forth in Section 4.02(f)(ii).

“Effective Time” shall mean 12:01 a.m., New York City time, on the Distribution Date.

“Employee” shall mean each person who is an employee of Kellanova or any of its direct or indirect subsidiaries as of immediately prior to the Effective Time.

“Employment Tax” shall mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Excluded Benefits” shall have the meaning set forth in Section 2.02.

“Former Employee” shall mean each person who was employed by Kellanova or any of its direct or indirect subsidiaries at any time before the Effective Time, but who is no longer so employed as of immediately prior to the Effective Time. For the avoidance of doubt, any person whose employment with Kellanova or any of its direct or indirect subsidiaries was terminated prior to the Effective Time but is still receiving severance payments or benefits will still be deemed a Former Employee under this Agreement.

“Former Grain Millers Employee” shall mean each individual listed on Schedule A hereto, which shall include any Former Employee who is or has been a member of the Bakery, Confectionery, Tobacco Workers and Grain Millers Union Local Nos.3G, 50G, 252G, 372G and 401G with respect to such former employment with the Kellanova Group.

“Group” shall mean either the WKKC Group or the Kellanova Group, as the context requires.

“Individual Agreement” shall mean any individual (a) employment contract or offer letter or demotion letter or related arrangement, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country), or (d) other agreement, including, but not limited to, any arbitration agreement or agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions), in each case, between a member of the Kellanova Group and a WKKC Group Employee, as in effect immediately prior to the Effective Time. For the avoidance of doubt, “Individual Agreement” shall not include any Labor Agreement.

“Internal Reorganization” shall have the meaning set forth in the Recitals.

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“Kellanova” shall have the meaning set forth in the Preamble.

“Kellanova 401(k) Plan” shall mean the Kellogg Company Savings and Investment Plan.

“Kellanova AIP” shall mean the Kellogg Company Annual Incentive Plan, as may be in effect for each plan year.

“Kellanova Award” shall mean each Kellanova Option Award, Kellanova RSU Award, Kellanova Retention RSU Award, Kellanova Special RSU Award and Kellanova PSU Award, collectively.

“Kellanova Benefit Plan” shall mean any Benefit Plan established, sponsored or maintained by Kellanova or any of its Subsidiaries immediately prior to the Effective Time, but excluding any WKKC Benefit Plan.

“Kellanova Board” shall have the meaning set forth in the Recitals.

“Kellanova Canada SERP” shall mean the Savings and Investment Plan for Employees of Kellogg Canada Inc. and the The Kellogg Canada Inc. Notional Supplemental Retirement Income Plan.

“Kellanova Cash Incentive Plan” shall mean, collectively, the Kellanova AIP and the Kellanova Sales Incentive Plans.

“Kellanova Compensation Committee” shall mean the Compensation and Talent Management Committee of the Kellanova Board.

“Kellanova Deferred Compensation Plans” shall mean, collectively, the Kellanova SERP, the Kellanova Canada SERP and the Kellanova Non-Employee Directors DCP.

“Kellanova Defined Benefit Plans” shall mean the Kellogg Company Pension Plan and any qualified plan into which the assets and liabilities for Employees and Former Employees at the Muncy, Pennsylvania location have been transferred.

“Kellanova ESPP” shall mean the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan, effective July 1, 2020.

“Kellanova Group” shall mean Kellanova and its subsidiaries, excluding the WKKC Group.

“Kellanova Group Employee” shall mean each Employee and Former Employee who, in each case, is not a WKKC Group Employee.

“Kellanova Liabilities” shall have the meaning set forth in Section 2.01(b).

“Kellanova LTIP” shall mean the Kellogg Company 2013 Long-Term Incentive Plan, Kellogg Company 2017 Long-Term Incentive Plan and the Kellogg Company 2022 Long-Term Incentive Plan, collectively.

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“Kellanova Non-Employee Director” means an individual who serves or served as a non-employee director of the Kellanova Board.

“Kellanova Non-Employee Directors DCP” shall mean the Kellogg Company Deferred Compensation Plan for Non-Employee Directors, as amended and restated.

“Kellanova Nonqualified Defined Benefit Plans” shall mean the Kellogg Company Executive Excess Plan for accruals after December 31, 2004, and the Kellogg Company Excess Benefit Retirement Plan for accruals on or before December 31, 2004, collectively.

“Kellanova Option Award” shall mean an award of an option (excluding, for the avoidance of doubt, any right to purchase Kellanova Shares pursuant to the Kellanova ESPP) to purchase a Kellanova Share at a per-share exercise price designated in the applicable award agreement, terms and conditions document, compensation statement or other similar document, as applicable.

“Kellanova PSU Award” shall mean an award of performance-based restricted stock units granted pursuant to a Kellanova LTIP that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, any outstanding Executive Performance Plan awards granted under a Kellanova LTIP).

“Kellanova Ratio” shall mean the ratio of the closing stock price of Kellanova Shares on the NYSE (as traded on the “regular way” market), determined without regard to after-hours trading or any other trading outside of the regular trading session and trading hours, on the last trading day immediately prior to the Distribution Date, divided by the Post-Separation Kellanova Stock Value.

“Kellanova RSU Award” shall mean an award of time-based restricted stock units granted pursuant to a Kellanova LTIP (including each Kellanova Special RSU Award, but excluding each Retention RSU Award), in each case, that is outstanding as of immediately prior to the Effective Time.

“Kellanova Sales Incentive Plans” shall mean, collectively, all commission and other similar sale-based bonus plans and programs maintained by Kellanova.

“Kellanova SERP” shall mean the Kellanova Supplemental Savings and Investment (Restoration Plan) as amended and restated effective January 1, 2005, for pre 2005 accruals and the Kellanova Supplemental Savings and Investment (Restoration Plan) as amended and restated effective January 1, 2020, for post-2004 accruals.

“Kellanova Shares” shall mean shares of common stock of Kellanova.

“Kellanova Special RSU Award” shall mean a one-time award of time-based restricted stock units granted outside of the ordinary course pursuant to a Kellanova LTIP that is not a Kellanova Retention RSU Award and is outstanding as of immediately prior to the Effective Time.

“Kellanova Welfare Plans” shall mean any Kellanova Benefit Plan which is a Welfare Plan.

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“Labor Agreement” shall have the meaning set forth in Section 2.01.

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

“Liability Retention Date” shall have the meaning set forth in Article VI(a).

“Measurement Date” shall have the meaning set forth in Section 2.02.

“Parties” shall mean the parties to this Agreement.

“Post-Separation Employer” shall have the meaning set forth in Section 4.02(a).

“Post-Separation Kellanova Awards” shall mean the Kellanova Option Awards, Kellanova RSU Awards, Kellanova Special RSU Awards and Kellanova PSU Awards, collectively, that are adjusted and continued by Kellanova in accordance with Section 4.02.

“Post-Separation Kellanova Stock Value” shall mean the volume weighted average price per share of Kellanova Shares on the NYSE (as traded on the “regular way” market), rounded up to the nearest two decimal places and determined without regard to after-hours trading or any other trading outside of the regular trading session and trading hours, on the first full trading date immediately following the Distribution.

“Pre-2023 PSU” shall have the meaning set forth in Section 4.02(e).

“Pre-2023 RSU” shall have the meaning set forth in Section 4.02(b).

“Pre-Distribution Earned Amounts” shall have the meaning set forth in Section 4.04(a)(i).

“Remaining 2023 Performance Period” shall have the meaning set forth in Section 4.04(a)(i).

“Requesting Party” shall have the meaning set forth in Section 9.05.

“Restricted Employee” shall have the meaning set forth in Section 3.05(a).

“Retention Agreement” shall mean a Retention Agreement and General Release, by and between Kellanova or its affiliates and an Employee or a Former Employee, that were granted in connection with the spin-off.

“Retention Bonus” shall mean the cash portion(s) of any retention award granted pursuant to a Retention Agreement.

Retention RSU Award” shall mean an award of time-based restricted stock units granted in connection with the spin-off pursuant to a Retention Agreement.

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

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“Transfer Rejection Employee” shall mean each Employee or Former Employee who, despite the Kellanova Group and the WKKC Group allocating such individual to the WKKC Group and attempting to transfer such individual from the Kellanova Group to the WKKC Group in accordance with Section 3.01, does not transfer to WKKC Group solely due to such individual rejecting a transfer to the WKKC Group for any reason. For the avoidance of doubt, each Transfer Rejection Employee is deemed a WKKC Group Employee for purposes of this Agreement.

“Welfare Plan” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-Tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, or flexible spending accounts.

“WKKC” shall have the meaning set forth in the Preamble.

“WKKC 2023 Annual Bonuses” shall have the meaning set forth in Section 4.04(a)(i).

“WKKC AIP” shall mean the annual incentive plan to be adopted by WKKC in accordance with Section 2.03(a) and Article IV.

“WKKC Awards” shall mean WKKC RSU Awards and WKKC PSU Awards, collectively, that are assumed by WKKC in accordance with Section 4.02.

“WKKC Benefit Plan” shall mean any Benefit Plan established, sponsored, maintained or contributed to by a member of the WKKC Group as of or after the Effective Time, including any Benefit Plans assumed, retained or adopted by WKKC pursuant to Section 2.03(a) and Section 2.03(b).

“WKKC Board” shall mean the board of directors of WKKC.

“WKKC Canada Defined Contribution Plans” shall have the meaning set forth in Section 5.03(a).

“WKKC Canada SERP” shall mean the WKKC Salaried Plan Notional DC SERP for Canada, to be adopted by WKKC in accordance with Section 2.03(a) and Article VI.

“WKKC Cash Incentive Plans” shall mean, collectively, the WKKC AIP and the WKKC Sales Incentive Plans.

“WKKC Compensation Committee” shall mean the Compensation and Talent Management Committee or a similar committee of the WKKC Board.

“WKKC Deferred Compensation Plans” shall mean, collectively, the WKKC SERP and the WKKC Canada SERP, to be adopted by WKKC as of the Effective Time pursuant to Section 2.03(a) and Article VI.

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“WKKC Delayed Transfer Employee” shall have the meaning set forth in Section 3.03.

“WKKC ESPP” shall mean an employee stock purchase plan that shall be adopted by WKKC in accordance with Section 4.03.

“WKKC ESPP Participant” shall have the meaning set forth in Section 4.03(a).

“WKKC Group” shall mean WKKC and its direct and indirect subsidiaries.

“WKKC Group Employee” shall mean each (i) Employee who has been, or Former Employee who was, allocated to the WKKC Group on or before the Effective Time (including each WKKC Delayed Transfer Employee, Transfer Rejection Employee, Former Grain Millers Employee and Employee based in Canada who is allocated to the WKKC Group by the Effective Time), or (ii) Employee or Former Employee who is set forth on Schedule B hereto. Kellanova Group may update Schedule B from time to time (including after the Effective Time) to include Employees and/or Former Employees whom Kellanova and WKKC mutually believe in good faith would have been allocated to WKKC Group based upon such Employee’s or Former Employee’s, as applicable, services before the Effective Time, including any such individual who was an hourly or salaried “intact” Employee, or who worked at the ready-to-eat cereal plants, and taking into account the handling of Employees and Former Employees under this Agreement.

“WKKC Group Liabilities” shall have the meaning set forth in Section 2.01(a).

“WKKC LTIP” shall mean the WKKC 2023 Long-Term Incentive Plan, as established by WKKC as of the Effective Time pursuant to Section 2.03(a) and Section 4.01.

“WKKC Mirrored Welfare Plans” shall have the meaning set forth in Section 7.01(a).

“WKKC Mirrored Welfare Plans Effective Date” shall have the meaning set forth in Section 7.01(a).

“WKKC PSU Award” shall mean an award of performance-based restricted stock units, assumed by WKKC under the WKKC LTIP in accordance with Section 4.02.

“WKKC PTO Policies” shall mean the policies established by WKKC that provides paid time off and vacation benefits.

“WKKC Ratio” shall mean the ratio of the closing stock price of Kellanova Shares on the NYSE (as traded on the “regular way” market), determined without regard to after-hours trading or any other trading outside of the regular trading session and trading hours, on the last trading day immediately prior to the Distribution Date, divided by the WKKC Stock Value.

“WKKC RSU Award” shall mean an award of time-based restricted stock units assumed by WKKC under the WKKC LTIP in accordance with Section 4.02.

“WKKC Sales Incentive Plans” shall mean, collectively, the commission or other similar sale-based bonus plans or programs established by WKKC in accordance with Section 2.03(a) and Article IX.

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“WKKC Savings & Investment Plan” shall have the meaning set forth in Section 5.03(a).

“WKKC SERP” shall mean the WK Kellogg Co Supplemental Savings and Investment Plan (Restoration Plan), to be established by WKKC in accordance with Section 2.03(a) and Article VI.

“WKKC Severance Plan” shall mean the plan established by WKKC that provides severance benefits.

“WKKC Shares” shall mean shares of common stock of WKKC.

“WKKC Stock Value” shall mean the volume weighted average price per share of WKKC Shares on the NYSE (as traded on the “regular way” market), rounded up to the nearest two decimal places and determined without regard to after-hours trading or any other trading outside of the regular trading session and trading hours, on the first full trading date immediately following the Distribution.

ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01 General Principles. All provisions herein shall be subject to the requirements of all applicable Laws and any collective bargaining, works council or similar agreements or arrangements with any labor union, works council or other labor representative to which Kellanova or WKKC is party or otherwise bound (each, a “Labor Agreement”). Notwithstanding anything in this Agreement to the contrary, the terms and conditions of employment for any Employees or Former Employees covered by a Labor Agreement shall be governed by the applicable Labor Agreement until the expiration, modification or termination of such Labor Agreement in accordance with its terms or applicable Law. To the extent permitted by applicable law and as set forth in Article VIII, the provisions of this Agreement shall apply in respect of all jurisdictions.

(a) Acceptance and Assumption of WKKC Liabilities. Except as otherwise expressly provided by this Agreement, subject to the occurrence of the Effective Time, WKKC shall, or shall cause another member of the WKKC Group to, accept, assume and agree faithfully to perform, discharge and fulfill, and indemnify the Kellanova Group against, all WKKC Group Liabilities. For purposes of this Agreement, “WKKC Group Liabilities” means, collectively, except as otherwise expressly provided by this Agreement, all Liabilities (regardless of when any such Liability arose, accrued or is asserted) to the extent related to (I) any WKKC Group Employee, (II) any WKKC Benefit Plan, and (III) any Liability specifically transferred to or assumed by the WKKC Group under this Agreement, which includes, but is not limited to, the following Liabilities:

(i) any and all wages, salaries, incentive compensation, commissions, bonuses (including Retention Bonuses) and any other employee compensation or benefits payable to or on behalf of any WKKC Group Employees, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses (including Retention Bonuses) or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a WKKC Benefit Plan, including any Liabilities related to (A) Benefit Plans relating to WKKC Group Employees located in Mexico and (B) WKKC Awards assumed by WKKC pursuant to Section 4.02;

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(iii) any and all Liabilities arising out of, relating to or resulting from the employment, engagement or service, or termination of employment, engagement or service of all WKKC Group Employees, and applicants, candidates or current or former individuals in the position of employees, directors, officers, agents, independent contractors, consultants or other service providers of any member of the WKKC Group (including all such Liabilities relating to claims made by such individuals), excluding, for the avoidance of doubt, all Kellanova Group Employees;

(iv) any and all Liabilities arising out of or relating to the provision of post-retirement or post-termination welfare benefits for (A) WKKC Group Employees covered by a Labor Agreement in the United States; (B) WKKC Group Employees who are salaried or non-union hourly employees located in the United States; (C) WKKC Group Employees located in Belleville, Canada; and (D) WKKC Group Employees who are a salaried or non-union hourly employees located in Canada; and

(v) any and all Liabilities assumed or retained by any member of the WKKC Group pursuant to the Separation Agreement.

(b) Acceptance and Assumption of Kellanova Liabilities. Except as otherwise expressly provided by this Agreement, subject to the occurrence of the Effective Time, Kellanova shall, or shall cause a member of the Kellanova Group to, accept, assume and agree faithfully to perform, discharge and fulfill, and indemnify the WKKC Group against, all of the Kellanova Liabilities. For purposes of this Agreement, “Kellanova Liabilities” means, collectively, except as otherwise expressly provided by this Agreement, all Liabilities (regardless of when any such Liability arose, accrued or is asserted) to the extent relating to (I) any Kellanova Group Employee, (II) any Kellanova Benefit Plan, and (III) any liability specifically transferred to or assumed by the Kellanova Group under this Agreement, which includes, but is not limited to:

(i) any and all wages, salaries, incentive compensation, commissions, bonuses (including Retention Bonuses) and any other employee compensation or benefits payable to or on behalf of any Kellanova Group Employees, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses (including Retention Bonuses) or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims under a Kellanova Benefit Plan, including with respect to self-funded health and welfare claims of WKKC Group Employees incurred prior to the WKKC Mirrored Welfare Plans Effective Date, as applicable, subject to the terms of the Separation Agreement;

(iii) any and all Liabilities arising out of or relating to the provision of post-retirement or post-termination welfare benefits for all Kellanova Group Employees; (iv) any and all Liabilities whatsoever with respect to Canadian Defined Benefit Plans;

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(v) any and all Liabilities arising out of, relating to or resulting from the employment, engagement or service, or termination of employment, engagement or service of all Kellanova Group Employees, and applicants, candidates or current or former employees, directors, officers, agents, independent contractors, consultants or other service providers of any member of the Kellanova Group (including all such Liabilities relating to claims made by such individuals), excluding, for the avoidance of doubt, any WKKC Group Employees; and

(vi) any and all Liabilities expressly assumed or retained by any member of the Kellanova Group pursuant to the Separation Agreement.

(c) Ordering of Liabilities. To the extent there is any conflict in the terms of this Agreement and the Separation Agreement, the following terms shall control in the following order: first, any terms provided in the Separation Agreement that expressly assign Liabilities, then, any terms provided in this Agreement that expressly assign Liabilities, and then, any general provision set forth in this Agreement or the Separation Agreement.

(d) Unaddressed Assets and Liabilities. Nothing in this Agreement shall require a transfer of Assets or Liabilities with respect to a Benefit Plan or otherwise with respect to any Kellanova Group Employees or the WKKC Group Employees, in each case, except as specifically set forth herein or as otherwise required by applicable Law. To the extent that this Agreement does not address particular Assets or Liabilities under any Benefit Plan or with respect to any Kellanova Group Employees or the WKKC Group Employees, and Kellanova later determines that they should be allocated in connection with the Distribution, Kellanova shall decide in good faith on the allocation, taking into account the handling of comparable Assets and Liabilities under this Agreement.

Section 2.02 Comparable Benefit Plans. For at least 12 months following the Effective Time (or, if sooner, when employment terminates) (the “Continuation Period”), WKKC shall, unless agreed otherwise with the WKKC Group Employee, provide, or cause to be provided, to each WKKC Group Employee who is not covered by a Labor Agreement and who is employed during the Continuation Period by the WKKC Group in the same role that such WKKC Group Employee was in immediately prior to the Effective Time: (i) base salary or wage rate that is no less than the base salary or wage rate provided to such WKKC Group Employee immediately prior to the Effective Time or, if applicable, that goes into effect as of the Effective Time (as applicable, the “Measurement Date”); (ii) target annual or short-term cash incentive opportunities (excluding any retention awards or arrangements) that are comparable to those provided to such WKKC Group Employee as of the Measurement Date; (iii) employee benefits (excluding equity and equity-based compensation, long-term incentives, retention awards, severance (which is addressed below), defined benefit pension benefits and retiree medical (collectively, the “Excluded Benefits”)) that are comparable in the aggregate to the employee benefits (other than the Excluded Benefits) provided to such WKKC Group Employee immediately prior to the Effective Time (taking into account any compensation-related changes in respect of such WKKC Group Employee that go into effect as of the Effective Time); (iv) long-term equity-based award opportunities (excluding any retention awards or arrangements) that are no less favorable than those provided to such WKKC Group Employee as of the Measurement Date; and (v) to the extent that any such WKKC Group Employee is involuntarily terminated during the Continuation Period, severance benefits that are comparable to those that would have been provided to such WKKC Group Employee had such termination occurred immediately prior to the Effective Time (taking into account any compensation-related changes in respect of such WKKC Group Employee that go into effect as of the Effective Time).

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For the avoidance of doubt, the foregoing obligations shall not apply to the extent that any WKKC Group Employee is no longer in the same role during the Continuation Period and nothing herein shall require WKKC Group to continue to employee any WKKC Group Employee in the same role.

Section 2.03 Adoption and Transfer and Assumption of Benefit Plans.

(a) Adoption by WKKC of Benefit Plans. As of no later than the Effective Time (or such other time as is set forth herein), WKKC shall, or shall cause the members of the WKKC Group to, adopt Benefit Plans (and related trusts, to the extent applicable), as contemplated and in accordance with the terms of this Agreement, which Benefit Plans are generally intended to contain terms substantially similar to those of the corresponding Kellanova Benefit Plans as in effect immediately prior to the Effective Time.

(b) Retention by WKKC of WKKC Benefit Plans. From and after the Effective Time, WKKC shall assume and/or retain all the WKKC Benefits Plans, including all related Liabilities and Assets, and any related trusts and other funding vehicles and insurance contracts of any of such plans other than as specifically provided in this Agreement; provided, however, that WKKC may make such changes, modifications or amendments to the WKKC Benefit Plans as may be required by applicable Law or to reflect the Separation Agreement. The material WKKC Benefit Plans are set forth on Schedule 2.03(b).

(c) Plans Not Required to Be Adopted. With respect to any Benefit Plan not specifically addressed in this Agreement, including with respect to any WKKC Group Employees outside of the U.S., Kellanova shall decide in good faith on the treatment of such plan taking into account the handling of any comparable plan under this Agreement and, WKKC shall remain obligated to pay or provide any previously accrued or incurred benefits to the WKKC Group Employees in respect of any such plan consistent with Section 2.01(a) of this Agreement.

(d) Information and Operation. Each Party shall use its commercially reasonable efforts to provide the other Party with information describing each Benefit Plan election made by a WKKC Group Employee or Kellanova Group Employee, as applicable, that may have application to such Party’s Benefit Plans from and after the Effective Time, and each Party shall use its commercially reasonable efforts to administer its Benefit Plans using those elections, including any beneficiary designations. Each Party shall, upon reasonable request, use its commercially reasonable efforts to provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(e) No Duplication or Acceleration of Benefits.

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Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, no participant in any Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Group that sponsors the corresponding Benefit Plan. Furthermore, unless expressly provided for in this Agreement, the Separation Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting distributions or entitlements under any Benefit Plan sponsored or maintained by a member of the Kellanova Group or member of the WKKC Group on the part of any WKKC Group Employee or Kellanova Group Employee, as applicable.

(f) Beneficiaries. References to WKKC Group Employees and Kellanova Group Employees shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01 Active Employees.

(a) Assignment and Transfer of Employees. Effective no later than the Effective Time, and except as otherwise agreed by the Parties, (i) the applicable member of the Kellanova Group shall have taken such actions as are necessary to ensure that each individual who is intended to be a WKKC Group Employee as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Kellanova Human Resources department or otherwise taken in accordance with applicable Law) is employed by a member of the WKKC Group as of immediately after the Effective Time and (ii) the applicable member of the Kellanova Group shall have taken such actions as are necessary to ensure that each individual who is intended to be a Kellanova Group Employee as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Kellanova Human Resources department or otherwise taken in accordance with applicable Law) is employed by a member of the Kellanova Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) Employees with Work Visas or Permits; License to Do Business. Notwithstanding anything to the contrary in this Section 3.01, any WKKC Group Employee who, immediately prior to the Effective Time, is employed pursuant to a work or training visa or permit that authorizes employment only by a member of the Kellanova Group shall remain employed by such member of the Kellanova Group following the Effective Time until the visa or permit is amended or a new visa or permit is granted to authorize employment by a member of the WKKC Group. Any such WKKC Group Employee shall be treated as a WKKC Delayed Transfer Employee for purposes of this Agreement. As of the Effective Time, the applicable member of the Kellanova Group shall cease to serve and the WKKC Group shall commence to serve as the sponsoring and petitioning employer for U.S. immigration Law purposes with respect to such WKKC Delayed Transfer Employees.

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The WKKC Group shall assume all immigration-related obligations and Liabilities that have arisen or will hereafter arise in connection with the submission of petitions, applications or other filings to certain U.S. government authorities within the U.S. Department of Homeland Security (U.S. Citizenship and Immigration Services, Immigration and Customs Enforcement, and Customs and Border Protection), the U.S. Department of Labor or the U.S. Department of State (including any U.S. embassy or consular post) requesting the grant of employment-based nonimmigrant and immigrant visa benefits on behalf of such WKKC Delayed Transfer Employees. The Parties intend that the WKKC Group (by agreeing to employ the WKKC Group Employees and agreeing, as a sponsoring employer, to assume the immigration-related obligations and Liabilities described above) shall be considered the successor in interest to the applicable member of the Kellanova Group for U.S. immigration Law.

(c) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Kellanova Group or any member of the WKKC Group to (i) continue the employment of any Kellanova Group Employee or WKKC Group Employee, as applicable, for any period or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Kellanova Group Employee or WKKC Group Employee, as applicable, is an “at-will” employee under applicable Law. Except as provided in this Agreement, this Agreement shall not limit the ability of the Kellanova Group or the WKKC Group to change the position, compensation or benefits of any Kellanova Group Employee or WKKC Group Employee, as applicable, for performance-related, business or any other reasons.

(d) Severance. The Parties acknowledge and agree that the Internal Reorganization, the Distribution and the assignment, transfer or continuation of the employment of any Kellanova Group Employees or WKKC Group Employees, as applicable, as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment or other triggering event pursuant to any Benefit Plan, practice or policy of the Kellanova Group or the WKKC Group entitling any Kellanova Group Employee or WKKC Group Employee, as applicable, to severance payments or benefits, except as otherwise required by applicable Laws.

(e) Not a Change in Control. The Parties acknowledge and agree that neither the consummation of the Internal Reorganization, the Distribution nor any transaction contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement shall be deemed a “change in control,” “change of control” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Kellanova Group or member of the WKKC Group and except as provided in this Agreement or as otherwise required by applicable Law or Individual Agreement, no provision of this Agreement shall be construed to accelerate any vesting or create a right or entitlement to any compensation or benefits on the part of any Kellanova Group Employee or WKKC Group Employee.

(f) Payroll and Related Taxes. To the extent an Employee’s employing entity changes from Kellanova to WKKC on the CIC Date, the Parties agree to follow the alternative procedure for U.S. Employment Tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35, other than with respect to the Multiple Reporting Employees (the “Alternate Procedure Employees”). Accordingly, with respect to the Alternate Procedure Employees, Kellanova shall not have any Employment Tax reporting responsibilities for WKKC Group Employees who become WKKC Group Employees in the United States on the CIC Date.

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The “Multiple Reporting Employees” are any Employees whose employing entity changes from Kellanova to WKKC on the CIC Date, but who also experienced a change or changes in employing entity on any other date during the year in which the CIC Date occurs. For the calendar year in which the CIC Date occurs, with respect to Employees whose employing entity changes from Kellanova to WKKC at any time other than the CIC Date and with respect to the Multiple Reporting Employees, the Parties agrees to follow the standard procedure for U.S. Employment Tax withholding as provided in Section 4 of Rev. Proc. 2004-53, I.R.B. 2004-35. Under the standard procedure, Kellanova (or any other applicable employing entities during the calendar year) and WKKC shall provide all required Forms W-2 to report the wages paid and taxes withheld by it during the year in which the CIC Date occurs. For WKKC Group Employees outside of the United States, Employment Tax withholding and reporting shall occur as required under applicable Law.

Section 3.02 Individual Agreements. Kellanova hereby assigns, or causes the applicable member of the Kellanova Group to assign, to WKKC or the applicable member of the WKKC Group (as designated by WKKC), each Individual Agreement that is a Retention Agreement, employment contract, offer letter or demotion letter (or related arrangement) or standalone restrictive covenant agreement (collectively, the “Automatically Assigned Individual Agreement”), which assignment shall be effective as of the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the WKKC Group shall be considered to be a successor to each member of the Kellanova Group for purposes of, and a third-party beneficiary with respect to, such agreement, such that each member of the WKKC Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the WKKC Group; provided, further, that, except as provided otherwise in Section 3.05, Kellanova hereby waives, and in no event shall Kellanova be permitted to enforce, any Individual Agreement (including any agreement containing non-competition, non-solicitation, non-interference, non-disclosure or non-disparagement covenants) against a WKKC Group Employee for action taken in such individual’s capacity as a WKKC Group Employee or relating to work for WKKC as a WKKC Group Employee. The Kellanova Group and the WKKC Group shall mutually agree in good faith upon the treatment of any other Individual Agreements that are not Automatically Assigned Individual Agreements. Without limiting the foregoing, Kellanova and WKKC shall work together in good faith to cause WKKC Group to enter into new offer letters (or, for WKKC Group Employees located in Belleville, Canada, transfer letters) with WKKC Group Employees that are based in Canada no later than the Effective Time.

Section 3.03 WKKC Delayed Transfer Employees. In the case of a WKKC Group Employee who remains employed by a member of the Kellanova Group as of immediately prior to the Effective Time because his or her employment cannot commence with, or be transferred to, the WKKC Group or whose transfer of employment to the WKKC Group is otherwise delayed (each, a “WKKC Delayed Transfer Employee”), the Parties shall cooperate in good faith to cause such WKKC Delayed Transfer Employee to provide services to the WKKC Group while remaining employed by the Kellanova Group until such time as such WKKC Delayed Transfer Employee’s employment can be transferred to the WKKC Group or otherwise terminates with the Kellanova Group. In Kellanova’s discretion, Kellanova may elect to treat any WKKC Group Employee who is providing services pursuant to any applicable transition services agreement as a WKKC Delayed Transfer Employee should the circumstances regarding the provision of that WKKC Group Employee’s services and the termination and/or transition thereof so require.

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The Parties shall cooperate in good faith to cause each WKKC Delayed Transfer Employee to commence employment with a member of the WKKC Group as soon as reasonably practicable following the Effective Time as permitted by applicable Law in such a manner that, to the maximum extent practical, does not trigger the right of such WKKC Delayed Transfer Employee to redundancy, severance, termination or similar pay and is otherwise consistent with the terms and conditions of this Agreement and applicable Law or Labor Agreement. In respect of the WKKC Delayed Transfer Employees, unless otherwise specified, references to the “Distribution Date,” “Effective Time” or “CIC Date” shall be treated as references to the first date and time at which the applicable WKKC Delayed Transfer Employee’s employment commences with or transfers to a member of the WKKC Group. Notwithstanding the delayed transfer of a WKKC Delayed Transfer Employee, any Liability related to a WKKC Delayed Transfer Employee (including with respect to compensation and benefits paid by Kellanova) shall be considered a WKKC Liability; provided that, during such period, Kellanova will make such WKKC Delayed Transferred Employee available to provide services to the WKKC Group. Notwithstanding the foregoing, if any WKKC Delayed Transfer Employee provides services to the WKKC Group through a transition services agreement for which Kellanova Group is paid, compensation and benefit Liabilities accrued during such period will be a Kellanova Liability. For the avoidance of doubt, the provisions of this Section 3.03 shall not apply to any Transfer Rejection Employees, who shall not be considered WKKC Delayed Transfer Employees for purposes of this Agreement.

Section 3.04 Consultation with Labor Representatives; Labor Agreements. To the extent applicable, the Parties shall cooperate to notify, inform and/or consult with any labor union, works council or other labor representative regarding the Internal Reorganization and Distributions to the extent required by applicable Law or Labor Agreement. Prior to the Effective Time, (a) WKKC shall have taken, or caused another member of the WKKC Group to take, all actions that are necessary (if any) for WKKC or another member of the WKKC Group to (i) assume any Labor Agreements in effect with respect to WKKC Group Employees (excluding obligations thereunder with respect to any Kellanova Group Employees, to the extent applicable) and (ii) unless otherwise provided in this Agreement, assume and honor any obligations of the Kellanova Group under any Labor Agreements as such obligations relate to WKKC Group Employees, and (b) Kellanova shall have taken, or caused another member of the Kellanova Group to take, all actions that are necessary (if any) for Kellanova or another member of the Kellanova Group to (i) assume any Labor Agreements in effect with respect to Kellanova Group Employees (excluding obligations thereunder with respect to any WKKC Group Employees) and (ii) assume and honor any obligations of the WKKC Group under any Labor Agreements as such obligations relate to Kellanova Group Employees.

Section 3.05 No Hire and Non-Solicitation.

(a) Each Party agrees that it shall not, and shall cause each member in its Group not, to (i) for a period of twelve (12) months from the Effective Time, hire any individual who is a salaried employee of a member of the other Group, and (ii) for a period of twenty-four (24) months from the Effective Time, solicit for employment any individual who is an employee (whether salaried, hourly or otherwise) of a member of the other Group (each of the foregoing restricted employees described in clauses (i) and (ii) of this sentence, a “Restricted Employee”); provided that the foregoing restrictions shall not apply to: (1) any Restricted Employee whose prospective employment is agreed to in writing by both the Chief Human Resources Officer from WKKC Group and Kellanova Group; (2) the solicitation or hire of any Restricted Employee who applies and is hired through a general solicitation from WKKC Group or Kellanova Group, as applicable, that is not directly intended for such Restricted Employee, other than any hire of a salaried employee for a period of twelve (12) months from the Effective Time; or (3) any Restricted Employee set forth on Schedule 3.05(a).

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(b) Remedies; Enforcement. Each Party acknowledges and agrees that (i) injury to the employing Party from any breach by the other Party of the obligations set forth in this Section 3.05 would be irreparable and impossible to measure and (ii) the remedies at Law for any breach or threatened breach of this Section 3.05, including monetary damages, would therefore be inadequate compensation for any loss and the employing Party shall have the right to specific performance and injunctive or other equitable relief in accordance with this Section 3.05, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. Each Party understands and acknowledges that the restrictive covenants and other agreements contained in this Section 3.05 are an essential part of this Agreement and the transactions contemplated hereby. It is the intent of the Parties that the provisions of this Section 3.05 shall be enforced to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 3.05 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion thereof in the particular jurisdiction in which such adjudication is made.

ARTICLE IV

EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION

Section 4.01 Generally. Each Kellanova Award that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided, however, effective immediately prior to the Effective Time, the Kellanova Compensation Committee may provide for different adjustments with respect to some or all Kellanova Awards to the extent that the Kellanova Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the Kellanova Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. Prior to the Effective Time, the WKKC LTIP shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02 and otherwise are substantially similar to those in effect, as of immediately prior to the Effective Time, under the corresponding Kellanova LTIP, other than any changes that are necessary and appropriate to reflect the Internal Reorganization and the Distribution and such other changes, modifications or amendments to the WKKC LTIP as may be required by applicable Law.

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Section 4.02 Equity Incentive Awards.

(a) Option Awards. Each Kellanova Option Award, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall remain at Kellanova on the same terms and conditions (including, with respect to each unvested Kellanova Option Award, the applicable vesting terms) after the Effective Time as were applicable to such Kellanova Option Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, (I) each unvested Kellanova Option Award shall continue to vest based on the holder’s continued service with the Kellanova Group or WKKC Group (as applicable, the “Post-Separation Employer”) through the applicable vesting date(s), (II) each Kellanova Option Award held by a WKKC Group Employee shall expire upon the earlier to occur of (x) the fifth (5th) anniversary of the date on which the Effective Time occurs and (y) the original expiration date of the Kellanova Option Award and (III):

(i) the number of Kellanova Shares underlying each Kellanova Option Award shall be equal to the product, rounded down to the nearest whole share, of (x) the number of Kellanova Shares underlying the Kellanova Option Award immediately prior to the Effective Time, multiplied by (y) the Kellanova Ratio; and

(ii) the per-share exercise price of each Kellanova Option Award shall be equal to the quotient, rounded up to the nearest cent, of (I) the per-share exercise price of the Kellanova Option Award immediately prior to the Effective Time, divided by (II) the Kellanova Ratio.

Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Kellanova Shares underlying each Kellanova Option Award and the terms and conditions of exercise of such awards shall be determined in a manner consistent with the requirements of Section 409A of the Code.

(b) Pre-2023 RSU Awards. Each Kellanova RSU Award that was granted prior to June 21, 2022 and is outstanding as of immediately prior to the Effective Time (each, a “Pre-2023 RSU”) shall remain at Kellanova and on the same terms and conditions (including with respect to vesting and settlement) after the Effective Time as were applicable to such Pre-2023 RSU immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, (I) the number of Kellanova Shares subject to such Pre-2023 RSU shall be equal to the product, rounded to the nearest whole share, of (x) the number of Kellanova Shares subject to the Pre-2023 RSU immediately prior to the Effective Time, multiplied by (y) the Kellanova Ratio, and (II) each Pre-2023 RSU shall continue to vest based on the holder’s continued service with the applicable Post-Separation Employer through the applicable vesting date(s).

(c) 2023 RSU Awards. Each Kellanova RSU Award that was granted on or after June 21, 2022 and is outstanding as of immediately prior to the Effective Time (each, a “2023 RSU”) shall be subject to the following treatment:

(i) Kellanova Group Employee. If the holder is a Kellanova Group Employee, such 2023 RSU shall remain at Kellanova on the same terms and conditions (including with respect to vesting and settlement) after the Effective Time as were applicable to such 2023 RSU immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of Kellanova Shares subject to such 2023 RSU shall be equal to the product, rounded to the nearest whole share, of (x) the number of Kellanova Shares subject to the 2023 RSU immediately prior to the Effective Time, multiplied by (y) the Kellanova Ratio.

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(ii) WKKC Group Employee. If the holder is a WKKC Group Employee, such 2023 RSU shall be converted, as of the Effective Time, into a WKKC RSU Award on the same terms and conditions (including with respect to vesting and settlement) after the Effective Time as were applicable to the corresponding 2023 RSU immediately prior to the Effective Time; provided, however, that (I) from and after the Effective Time, the number of WKKC Shares subject to such WKKC RSU Award shall be equal to the product, rounded to the nearest whole share, of (A) the number of Kellanova Shares subject to the corresponding 2023 RSU immediately prior to the Effective Time, multiplied by (B) the WKKC Ratio, and (II) such WKKC RSU Award shall continue to vest based on the holder’s continued service with WKKC Group through the applicable vesting date(s).

(d) Other RSU Awards. Each Retention RSU Award shall be subject to the treatment specified in Schedule 4.02(d).

(e) Pre-2023 PSU Awards. Each Kellanova PSU Award that was granted prior to June 21, 2022 and is outstanding as of immediately prior to the Effective Time (each, a “Pre-2023 PSU”) shall (whether the holder is a Kellanova Group Employee or WKKC Group Employee), remain at Kellanova on the same terms and conditions (including with respect to time-based vesting conditions and settlement) after the Effective Time as were applicable to such Pre-2023 PSU immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, (I) the number of Kellanova Shares subject to such Pre-2023 PSU shall be equal to the product, rounded to the nearest whole share, of (x) the number of Kellanova Shares subject to the Pre-2023 PSU immediately prior to the Effective Time, multiplied by (y) the Kellanova Ratio, with the number of Kellanova Shares ultimately provided upon settlement (if any) based on the achievement of actual performance through the Effective Time, as determined by the Kellanova Compensation Committee in its sole discretion, (II) each Pre-2023 PSU shall vest solely based on the holder’s continued service with the applicable Post-Separation Employer through the applicable vesting date(s) (and, for the avoidance of doubt, no longer remain subject to any performance-based vesting conditions following the Effective Time) and (III) each Pre-2023 PSU held by a Kellanova Group Employee or WKKC Group Employee that experiences a termination of service and is eligible for pro-rata vesting in accordance with the terms of such Pre-2023 PSU, as applicable, shall be pro-rated based on the number of days such individual was employed during the original performance period (and not through the Effective Time).

(f) 2023 PSU Awards. Each Kellanova PSU Award that was granted on or after June 21, 2022 and is outstanding as of immediately prior to the Effective Time (each, a “2023 PSU”) shall be subject to the following treatment:

(i) Kellanova Group Employee. If the holder is a Kellanova Group Employee, such 2023 PSU shall remain at Kellanova on the same terms and conditions (including with respect to time-based vesting conditions and settlement) after the Effective Time as were applicable to such 2023 PSU immediately prior to the Effective Time; provided, however, that, (I) from and after the Effective Time, the number of Kellanova Shares subject to such 2023 PSU shall be equal to the product, rounded to the nearest whole share, of (x) the target number of Kellanova Shares subject to the 2023 PSU immediately prior to the Effective Time, multiplied by (y) the Kellanova Ratio, (II) the performance period applicable to such 2023 PSU will, in the discretion of the Kellanova Compensation Committee, either (A) be terminated as of the Effective Time, in which case performance will be measured through the Effective Time and the number of Kellanova Shares subject to the 2023 PSU immediately prior to the Effective Time will be calculated based on the achievement of actual performance through the Effective Time, as determined by the Kellanova Compensation Committee in its sole discretion (each, an “Earned Kellanova PSU”), or (B) continue to apply after the Effective Time and the Kellanova Compensation Committee will have discretion to adjust the performance goals to reflect the Internal Reorganization and the Distribution, in either case, in accordance with the terms of the applicable award agreement, and (III) each Earned Kellanova PSU or 2023 PSU, as applicable, shall continue to vest based on the holder’s continued service with the Kellanova Group through the applicable vesting date(s) and settled on the current applicable settlement date(s).

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(ii) WKKC Group Employee. If the holder is a WKKC Group Employee, such 2023 PSU shall be converted, as of the Effective Time, into a WKKC PSU Award and on the same terms and conditions (including with respect to time-based vesting conditions and settlement) after the Effective Time as were applicable to such 2023 PSU immediately prior to the Effective Time; provided, however, that (I) from and after the Effective Time, the number of WKKC Shares subject to such WKKC PSU Award shall be equal to the product, rounded to the nearest whole share, of (x) the target number of Kellanova Shares subject to the corresponding 2023 PSU immediately prior to the Effective Time, multiplied by (y) the WKKC Ratio, (II) the performance period applicable to such 2023 PSU will, in the discretion of the WKKC Compensation Committee, either (A) be terminated as of the Effective Time, in which case, the number of WKKC Shares subject to the corresponding 2023 PSU will be calculated based on performance through the Effective Time, as determined by the Kellanova Compensation Committee in its sole discretion (each, an “Earned WKKC PSU”), or (B) continue to apply after the Effective Time, in which case, the WKKC Compensation Committee will have discretion to make adjustments to the performance goals to reflect the Internal Reorganization and the Distribution, in either case, in accordance with the terms of the applicable award agreement, and (III) from and after the Effective Time, each Earned WKKC PSU or 2023 PSU, as applicable, shall continue to vest based on the holder’s continued service with WKKC Group through the applicable vesting date(s) and settled on the current applicable settlement date(s).

(g) Miscellaneous Award Terms.

(i) None of the Internal Reorganization, the Distribution or any employment transfer described in Section 3.01(a) shall constitute, in and of itself, a termination of employment for any WKKC Group Employee or Kellanova Group Employee for purposes of any Post-Separation Kellanova Award or any WKKC Award.

(ii) After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Kellanova LTIP applicable to such award, (x) with respect to Post-Separation Kellanova Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Kellanova LTIP, and (y) with respect to WKKC Awards, shall be deemed to refer to a “Change in Control” as defined in the WKKC LTIP.

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(h) Settlement; Tax Reporting and Withholding.

(i) After the Effective Time, Post-Separation Kellanova Awards, regardless of by whom held, shall be settled by Kellanova, and WKKC Awards shall be settled by WKKC. Following the Effective Time, if any Post-Separation Kellanova Award shall fail to become vested, such Post-Separation Kellanova Award shall be forfeited to Kellanova, and if any WKKC Award shall fail to become vested, such WKKC Award shall be forfeited to WKKC.

(ii) Unless otherwise required by applicable Laws, (A) WKKC shall be responsible for all income, payroll, fringe benefit, social insurance, payment on account, or other taxes related to or otherwise owed on income of WKKC Group Employees related to WKKC Awards or Post-Separation Kellanova Awards, and Kellanova shall be responsible for all income, payroll, fringe benefit, social insurance, payment on account, or other taxes related to or otherwise owed on income of Kellanova Group Employees related to Post-Separation Kellanova Awards; (B) upon vesting or settlement of WKKC Awards, WKKC shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements and employer tax on behalf of each WKKC Group Employee and for ensuring the collection and remittance of any employee withholding taxes to the Kellanova Group with respect to each WKKC Group Employee (with Kellanova Group being responsible for remittance of any applicable employee withholding taxes and payment and remittance of the applicable employer taxes relating to Kellanova Group Employees to the applicable Governmental Authority); (C) upon the vesting or settlement of Post-Separation Kellanova Awards, Kellanova shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Kellanova Group Employee and for ensuring the collection and remittance of any employee withholding taxes to the WKKC Group with respect to each WKKC Group Employee (with the WKKC Group being responsible for remittance of any applicable employee withholding taxes and payment and remittance of the applicable employer taxes relating to WKKC Group Employees to the applicable Governmental Authority); (D) following the Effective Time, Kellanova shall be responsible for all income tax reporting in respect of Post-Separation Kellanova Awards and Kellanova Non-Employee Directors, and WKKC will be responsible for all income tax reporting in respect of Post-Separation Kellanova Awards and WKKC Awards held by WKKC Group Employees. Notwithstanding the foregoing, to the extent necessary (and permissible) to effectuate the foregoing, either Kellanova or WKKC may act as agent for the other Party by remitting amounts withheld in relation to WKKC Awards or Post-Separation Kellanova Awards to the applicable Governmental Authority.

(iii) Without limiting the generality of Section 3.01(f), Kellanova shall be responsible for all Liabilities associated with awards that relate to Kellanova Shares following the Effective Time, and WKKC shall be responsible for all Liabilities associated with awards that relate to WKKC Shares following the Effective Time. In the event the treatment specified in this Section 4.02(h)(iii) does not comply with applicable Law, the Parties agree to negotiate in good faith an alternative treatment that complies with applicable Law and does not result in such adverse economic consequence to a Party.

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(i) Cooperation. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (i) exercises of vested Kellanova Option Awards, (ii) the vesting and forfeiture of unvested Post-Separation Kellanova Awards and (iii) the withholding and reporting requirements with respect to Post-Separation Kellanova Awards and WKKC Awards. To the extent necessary, each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for vesting and forfeiture of awards and Tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

(j) Registration and Other Regulatory Requirements. WKKC agrees to file the appropriate registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the WKKC Shares authorized for issuance under the WKKC LTIP, as required pursuant to the Securities Act, no later than the Effective Time and in any event before the date of issuance of any WKKC Shares pursuant to the WKKC LTIP. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(j), including, to the extent applicable, compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Kellanova agrees to facilitate the adoption and approval of the WKKC LTIP.

Section 4.03 Employee Stock Purchase Plans.

(a) Establishment of WKKC ESPP. (i) Prior to the Effective Time, WKKC shall adopt the WKKC ESPP that will become effective as of the Effective Time and have the same terms as the Kellanova ESPP, except for changes as are necessary and appropriate to reflect the Internal Reorganization and the Distribution and such other changes, modifications or amendments to the WKKC ESPP as may be required by applicable Law, (ii) effective as of the Effective Time, any participant in the Kellanova ESPP who is a WKKC Group Employee shall become a participant in the WKKC ESPP (each, a “WKKC ESPP Participant”) and shall cease participating under the Kellanova ESPP and no longer be eligible to exercise a right to purchase Kellanova Shares under the Kellanova ESPP, (iii) all amounts previously credited by WKKC ESPP Participants under the Kellanova ESPP shall be assumed by WKKC Group at the Effective Time and credited to each WKKC ESPP Participant’s account under the WKKC ESPP, and WKKC Group shall continue to withhold the same amounts of contributions as applied under the Kellanova ESPP to the applicable WKKC ESPP Participant as of immediately prior to the Effective Time, and (iv) unless the WKKC ESPP Participant has otherwise requested a refund of their account balance, elected to withdraw their contributions or opted out of participating in the WKKC ESPP, each WKKC ESPP Participant’s account balance will be used to purchase WKKC Shares under the WKKC ESPP at the end of the first purchase period under the WKKC ESPP.

(b) Elections under the ESPP. Kellanova and WKKC shall use their reasonable best efforts to cooperate to facilitate: (i) the carryover of current elections made by each WKKC Group Employee in effect under the Kellanova ESPP to the WKKC ESPP and (ii) the transfer of contributions associated with such elections from the Kellanova ESPP to the WKKC ESPP for any WKKC Group Employees that have not otherwise requested refunds of their account balances or opted out of participating in the WKKC ESPP.

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(c) Tax Reporting. Following the Effective Time, the Kellanova Group shall be responsible for all income, payroll and other tax reporting in respect of Kellanova Shares issued (or WKKC Shares received in respect of Kellanova Shares) under the Kellanova ESPP to the extent permitted by applicable Law.

Section 4.04 Non-Equity Incentive Plans.

(a) WKKC Group Annual and Short-Term Incentives. From and after the CIC Date, the WKKC Group shall assume or retain all Liabilities with respect to all non-equity incentive awards, bonuses and commissions that would otherwise be payable to WKKC Group Employees.

(i) WKKC 2023 Annual Bonuses. For all 2023 annual bonus opportunities in respect of the WKKC Group Employees under the Kellanova AIP (the “WKKC 2023 Annual Bonuses”), (x) the Kellanova Compensation Committee will determine in its sole discretion the level of performance achieved based on actual performance through the Effective Time (such earned amount, as pro-rated to reflect the date in which the Effective Time occurs during the calendar year, the “Pre-Distribution Earned Amounts”), (y) on, or as soon as practicable following, the Effective Time, WKKC Group shall assume and be solely responsible for the accrued Pre-Distribution Earned Amounts for WKKC Employees, and (z) following the Effective Time, the WKKC Compensation Committee shall determine, with respect to the WKKC 2023 Annual Bonuses and any remaining performance period thereunder (the “Remaining 2023 Performance Period”), (I) whether to implement additional or alternative, or make any adjustments to, performance criteria following the Effective Time for the Remaining 2023 Performance Period, and if so, determine in its sole discretion the extent to which such performance criteria have been met for the Remaining 2023 Performance Period, and (II) the payment level for each WKKC Group Employee under the Remaining 2023 Performance Period; provided, that, notwithstanding the foregoing, if the WKKC Group Employee remains employed with the WKKC Group through the end of the 2023 performance year, the amount paid in respect of any earned WKKC 2023 Annual Bonus shall be no less than such WKKC Group Employee’s Pre-Distribution Earned Amount. All WKKC 2023 Annual Bonus payments will be made by at the same time that annual bonuses are typically made by Kellanova in the ordinary course in the first quarter of the 2024 calendar year.

(ii) WKKC Group Commissions. WKKC Group Employees may continue to earn and/or receive commission or other similar sale-based bonuses under the Kellanova Sales Incentive Plans (collectively, the “Commissions”) in accordance with their terms thereof; provided, that, any adjustments to the terms of any Commissions in respect of the third and fourth quarters of the 2023 calendar year (if any) shall be made by, and, if earned, paid by, the WKKC Group, and, for the avoidance of doubt, any such Commissions shall be deemed a WKKC Liability.

(b) Kellanova Group Annual Incentive Awards. The Kellanova Group shall retain all Liabilities with respect to any non-equity incentive awards, bonuses and commissions payable to Kellanova Group Employees and such non-equity incentive awards, bonuses and commissions shall continue to remain subject to their terms, unless adjusted by Kellanova in its discretion.

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(c) WKKC Cash Incentive Plans. The WKKC Cash Incentive Plans shall be established following the Effective Time, depending on the date in which the Effective Time occurs, and shall have terms and opportunities that are comparable to those in effect as of immediately prior to the Effective Time under the corresponding Kellanova Cash Incentive Plan, except for any changes that are necessary and appropriate to reflect the Internal Reorganization and the Distribution and such other changes, modifications or amendments that may be required by applicable Law.

(d) Retention Bonuses. Following the Effective Time, the WKKC Group will make any Retention Bonus payments that have been earned by WKKC Group Employees in connection with the First Payment Event (as defined in the applicable Retention Agreement) in accordance with, and subject to, the terms of the applicable Retention Agreement(s).

Section 4.05 Director Compensation. Kellanova shall be responsible for the payment of any fees for service on the Kellanova Board, and WKKC shall not have any responsibility for any such payments. With respect to any WKKC non-employee director, WKKC shall be responsible for the payment of any fees for service on the WKKC Board and Kellanova shall not have any responsibility for any such payments. No later than the Effective Time, the Nominating and Governance Committee of the Kellanova Board will adopt the director compensation policy for the WKKC Board that will be ratified by the WKKC Board and apply to WKKC non-employee directors following the Effective Time.

ARTICLE V

U.S. RETIREMENT PLANS

Section 5.01 Kellanova Defined Benefit Plan. Kellanova shall retain the Kellanova Defined Benefit Plans and Canadian Defined Benefit Plans; and no member of the WKKC Group shall assume or retain any Liability with respect to the Kellanova Defined Benefit Plans or Canadian Defined Benefit Plans. Following the Effective Time, no WKKC Group Employee shall be credited with any additional service under the Kellanova Defined Benefit Plans; except that for purposes of vesting and eligibility for early retirement subsidies only, any WKKC Group Employee participating in the Kellanova Company Pension Plan immediately prior to the Effective Time who does not take a distribution of his or her benefit from the Kellanova Company Pension Plan shall receive credit for his or her continuous service with WKKC Group on and after the Effective Time solely for purposes of vesting and early retirement subsidies, until such time as Kellanova determines otherwise.

Section 5.02 Kellanova Nonqualified Defined Benefit Plans.

(a) Retention of Liabilities. Kellanova shall retain the Kellanova Nonqualified Defined Benefit Plans as of the Effective Time and no member of the WKKC Group shall assume or retain any Liability with respect to the Kellanova Nonqualified Defined Benefit Plans. Following the Effective Time, no WKKC Group Employee shall be credited with any additional service under the Kellanova Nonqualified Defined Benefit Plans; except that for purposes of vesting and eligibility for early retirement subsidies only, any WKKC Group Employee participating in the Kellanova Supplemental Savings & Retirement Plan (Restoration Plan) immediately prior to the Effective Time who does not take a distribution of his or her benefit from the Kellanova Supplemental Savings & Retirement Plan (Restoration Plan) shall receive credit for his or her continuous service with WKKC Group on and after the Effective Time solely for purposes of vesting and early retirement subsidies, until such time as Kellanova determines otherwise.

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(b) Cooperation. Following the Effective Time, WKKC shall, or shall cause a member of the WKKC Group or the WKKC Group Employee, as applicable, to, notify and cooperate with Kellanova as soon as possible in advance of, or following, any event that would trigger vesting, funding and/or payment under the applicable Kellanova Nonqualified Defined Benefit Plan on or after the Effective Time in respect of any WKKC Group Employee who participates in the Kellanova Nonqualified Defined Benefit Plans (including, for example and without limitation, when any such WKKC Group Employee experiences a “separation from service” within the meaning of Section 409A of the Code).

Section 5.03 WKKC Defined Contribution Retirement Plans.

(a) Establishment of Plan. Prior to the Effective Time, WKKC shall or shall cause the members of the WKKC Group to adopt or establish a defined contribution retirement plan which shall be intended to meet the tax qualification requirements of Section 401(a) of the Code and the Puerto Rico Code (the “WKKC Savings & Investment Plan”). Effective as of the Effective Time, WKKC shall or shall cause the members of the WKKC Group to adopt or establish defined contribution retirement plans for WKKC Group Employees based in Canada (the “WKKC Canada Defined Contribution Plans”), including a defined contribution pension plan, registered retirement savings plan, deferred profit sharing plan, non-registered retirement savings plan and tax-free savings components.

(b) Transfer of Account Balances. Either prior to or as soon as practicable after the Effective Time, Kellanova shall cause the trustee of the Kellanova 401(k) Plan to transfer from the trust which forms a part of the Kellanova 401(k) Plan to the WKKC Savings & Investment Plan, the account balances of active WKKC Group Employees who are salaried or non-union hourly employees (U.S. and Puerto Rico) under the Kellanova 401(k) Plan, determined as of the date of the transfer. Unless otherwise agreed by the parties, such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any Asset and Liability transfers pursuant to this Section 5.03 shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code and if required, shall be made not less than 30 days after Kellanova shall have filed the notice under Section 6058(b) of the Code. The parties agree that to the extent that any Assets are not transferred in kind, the Assets transferred will be mapped into an appropriate investment vehicle which may include the WKKC Savings & Investment Plan’s qualified default investment alternative. As soon as practicable after the Effective Time and in accordance with applicable law, Kellanova shall cause the relevant trustees to transfer account balances of active WKKC Group Employees (Canada) to the analogous WKKC Canada Defined Contribution Plans through a trust-to-trust transfer, including any defined contribution account balances for active WKKC Group Employees (Canada) held in hybrid defined contribution/defined benefit plans.

(c) Transfer of Liabilities. Effective as of the CIC Date but subject to the Asset transfer specified in Section 5.03(b) above, the WKKC Savings & Investment Plan shall assume and be solely responsible for all the Liabilities for or relating to active WKKC Group Employees who are salaried or non-union hourly employees (U.S. and Puerto Rico) under the Kellanova 401(k) Plan.

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WKKC shall be responsible for all ongoing rights of or relating to WKKC Group Employees who are salaried or non-union hourly employees (U.S. and Puerto Rico) for future participation (including the right to make payroll deductions) in the WKKC Savings & Investment Plan.

(d) Belleville Defined Contribution Plan. WKKC shall cause the WKKC Group to assume and accept sponsorship and all assets and liabilities under The Retirement Income Plan for Employees of Kellogg Canada Inc. (Belleville Location).

Section 5.04 No Distributions. No WKKC Group Employee shall be entitled to a right to a distribution of his or her benefit under the Kellanova 401(k) Plan as a result of the Internal Reorganization, Distribution or the assignment of his or her transfer of employment contemplated by Section 3.01.

ARTICLE VI

NONQUALIFIED DEFERRED COMPENSATION PLANS

(a) Establishment of WKKC Deferred Compensation Plans. Effective as of no later than the Effective Time (the “Liability Retention Date”), the WKKC Group shall establish the WKKC Deferred Compensation Plans, each of which shall have substantially the same terms as the terms of the corresponding Kellanova Deferred Compensation Plan in effect as of immediately prior to the Liability Retention Date. The Kellanova Group shall retain all Liabilities and account balances relating to WKKC Group Employees that are incurred or accrued under the Kellanova Deferred Compensation Plans on and prior to the Liability Retention Date. The WKKC Group shall assume or retain any Liabilities and account balances relating to WKKC Group Employees that are incurred or accrued under the WKKC Deferred Compensation Plans following the Liability Retention Date. Notwithstanding the foregoing, WKKC may make such changes, modifications or amendments to the WKKC Deferred Compensation Plans as may be required by applicable Law or as are necessary and appropriate to reflect the Internal Reorganization and Distribution or as WKKC otherwise determines to be advisable; provided, that, any such modifications shall made in a manner that is compliant with Code Section 409A.

(b) Kellanova Nonqualified Plans. From and after the Effective Time, no WKKC Group Employees shall participate in or accrue any benefits under the Kellanova Deferred Compensation Plans, and Kellanova shall continue to be responsible for Liabilities in respect of Kellanova Group Employees and Kellanova Non-Employee Directors under the Kellanova Deferred Compensation Plans. The Kellogg Company Executive Compensation Deferred Plan (as amended and restated from time to time) and the Kellanova Non-Employee Directors DCP shall also be subject to the terms set forth in Schedule 6(b).

(c) Distributions; Cooperation. The parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Transaction Document will, in and of itself, trigger a payment or distribution of compensation under the Kellanova Deferred Compensation Plans or the WKKC Deferred Compensation Plans. Kellanova and the WKKC Group shall cooperate to ensure that any distributions made under the Kellanova Deferred Compensation Plans or the WKKC Deferred Compensation Plans are made in a timely manner.

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Following the Effective Time, WKKC shall, or shall cause a member of the WKKC Group or the WKKC Group Employee, as applicable, to, notify and cooperate with Kellanova as soon as possible in advance of, or following, any event that would trigger vesting, funding and/or payment under the applicable Kellanova Deferred Compensation Plan on or after the Effective Time in respect of any WKKC Group Employee who participates in the Kellanova Deferred Compensation Plans (including, for example and without limitation, when any such WKKC Group Employee experiences a “separation from service” within the meaning of Section 409A of the Code).

ARTICLE VII

OTHER BENEFIT PLANS

Section 7.01 Welfare Plans.

(a) Establishment of WKKC Welfare Plans. Except as otherwise provided in this Article VII, no later than the Effective Time (such applicable date of establishment, the “WKKC Mirrored Welfare Plans Effective Date”), WKKC shall, or shall cause the members of the WKKC Group to, establish the WKKC Welfare Plans that generally correspond to the Kellanova Welfare Plans in which such WKKC Group Employees in the United States and Canada participated immediately prior to such date (the “WKKC Mirrored Welfare Plans”), including any post-termination or post-retirement welfare plans, as necessary.

(b) Flexible Spending Accounts. Kellanova and WKKC shall use commercially reasonable efforts to ensure that, no later than the Effective Time, any health or dependent care flexible spending accounts of WKKC Employees under Kellanova Welfare Plans are transferred from the Kellanova Welfare Plans to the corresponding WKKC Mirrored Welfare Plans.

(c) Post-Retirement Plan for Belleville. WKKC shall or shall cause the WKKC Group to assume sponsorship and all liabilities under the Belleville Postretirement plan.

(d) Voluntary Employees’ Beneficiary Association (VEBA). Prior to the Effective Time, Kellanova shall divide the assets under the Kellanova Company Retiree Employees’ Welfare Benefit Trust for Collectively Bargained Employees and transfer a portion of such assets to a new voluntary employees’ beneficiary association established under Section 501(c)(9) of the Code sponsored by WKKC or an affiliate of WKKC as further set forth in Schedule 7.01(d). Such transfer of assets shall be in accordance with applicable law and with asset division methodology determined in Kellanova’s discretion.

Section 7.02 Vacation, PTO, Holidays and Leaves of Absence. On or before the Effective Time, WKKC shall, or shall cause the members of the WKKC Group to, establish the WKKC PTO Policies, which shall have terms substantially similar in all material respects to those of the corresponding Kellanova Benefit Plans. Subject to the occurrence of the Effective Time, (a) the WKKC Group shall assume and/or retain all Liabilities with respect to vacation, paid time off, holiday, annual leave or other leave of absence, and required payments related thereto, for each WKKC Group Employee (including with respect to any WKKC Group Employees who appropriately elect to be paid out in cash for accrued, unused vacation amounts at the time of their transfer from the Kellanova Group to the WKKC Group), unless otherwise required by applicable Law, and (b) the Kellanova Group shall assume and/or retain all Liabilities with respect to vacation, paid time off, holiday, annual leave or other leave of absence, and required payments related thereto, for each Kellanova Group Employee (including with respect to any Kellanova Group Employees who appropriately elect to be paid out in cash for accrued, unused vacation or paid time off amounts at the time of their transfer from the WKKC Group to the Kellanova Group), unless otherwise required by applicable Law.

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Notwithstanding the foregoing, (i) in the event that any WKKC Group Employee transfers to the Kellanova Group following the Effective Time, the Kellanova Group shall not be obligated to assume any Liabilities addressed in this Section 7.02 with respect to such Employee and (ii) in the event that any Kellanova Group Employee transfers to the WKKC Group following the Effective Time, the WKKC Group shall not be obligated to assume any Liabilities addressed in this Section 7.02 with respect to such Employee. Without limiting the generality of Section 9.02, WKKC may modify the terms of the WKKC PTO Policies as it deems necessary and appropriate to comply with applicable Laws.

Section 7.03 Severance and Unemployment Compensation. As of or before the Effective Time, WKKC shall, or shall cause the members of the WKKC Group to, establish the WKKC Severance Plan, which shall have the same terms as those of the corresponding Kellanova Benefit Plan. Subject to the occurrence of the Effective Time, (a) the WKKC Group shall retain any and all Liabilities to, or relating to, WKKC Group Employees in respect of severance and unemployment compensation, regardless of when the event giving rise to the Liability occurred, and (b) the Kellanova Group shall retain any and all Liabilities to, or relating to, Kellanova Group Employees in respect of severance and unemployment compensation, regardless of when the event giving rise to the Liability occurred. Without limiting the generality of Section 9.02, WKKC may modify the terms of the WKKC Severance Plan as it deems necessary and appropriate to comply with applicable Laws. Notwithstanding the terms of this Agreement, Kellanova Group hereby assigns, or causes the applicable member of the Kellanova Group to assign, to WKKC or the applicable member of the WKKC Group (as designated by WKKC), the Belleville Severance Plan, as may be amended from time to time, and all related Liabilities thereunder, which assignment shall be effective as of the Effective Time.

Section 7.04 Workers’ Compensation. With respect to claims for workers’ compensation, (a) the WKKC Group shall be responsible for claims in respect of WKKC Group Employees that are incurred on or after the CIC Date (or, for the WKKC Group Employees based in Canada, on or after the Effective Time) and (b) the Kellanova Group shall be responsible for all claims in respect of Kellanova Group Employees, whether occurring before, at or after the CIC Date and for WKKC Group Employees for occurrences prior to the CIC Date (or, for the WKKC Group Employees based in Canada, prior to the Effective Time). The treatment of workers’ compensation claims by WKKC with respect to Kellanova insurance policies shall be governed by Section 5.1 of the Separation Agreement.

ARTICLE VIII

NON-U.S. EMPLOYEES

All actions taken under this Agreement with respect to benefits and Liabilities related to WKKC Group Employees and Kellanova Group Employees who are residents outside of the United States or otherwise subject to non-U.S. Law shall be subject to and accomplished in accordance with the applicable Laws of such jurisdictions (including as required by any applicable Labor Agreement). Except as otherwise expressly set forth in this Agreement, in the event that such applicable non-U.S. Law does not require the Kellanova Group and/or the WKKC Group to take any specific action with respect to any such benefit or Liability, such benefits and Liabilities shall be treated in the same manner as those related to WKKC Group Employees and Kellanova Group Employees who are residents of the United States and who are not subject to non-U.S.

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Law. For the avoidance of doubt, the Parties shall, in consultation with each other, have the authority to adjust any treatment described in this Agreement with respect to WKKC Group Employees and Kellanova Group Employees who are located outside of the United States in order to ensure compliance with applicable non-U.S. Laws and Labor Agreements and/or to preserve the tax benefits provided under local tax Law prior to the Effective Time; provided that the Parties shall take all necessary action to otherwise preserve the economic terms of the allocation of Assets and Liabilities contemplated by this Agreement. For the avoidance of doubt, any benefit or compensation plan, policy, program, arrangement or agreement shall be operated in accordance with applicable non-U.S. Law.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Information Sharing and Access.

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, each of Kellanova and WKKC (acting directly or through members of the Kellanova Group or the WKKC Group, respectively) shall provide to the other Party and its authorized agents and vendors all information necessary (including information for purposes of determining benefit eligibility, participation, vesting, calculation of benefits) on a timely basis under the circumstances for the Party to perform its duties under this Agreement. Such information shall include information relating to equity awards under stock plans. To the extent that such information is maintained by a third-party vendor, each Party shall use its commercially reasonable efforts to require the third-party vendor to provide the necessary information and assist in resolving discrepancies or obtaining missing data.

(b) Transfer of Personnel Records and Authorization. Subject to any limitation imposed by applicable Law and to the extent not already accomplished prior to the Effective Time, as soon as practicable at or after the Effective Time, the Kellanova Group shall transfer to the WKKC Group copies of any and all employment records (including any Forms I-9, Forms W-2 or other IRS forms) with respect to WKKC Group Employees (including WKKC Delayed Transfer Employees) and other records reasonably required by the WKKC Group to enable the WKKC Group properly to carry out its obligations under this Agreement; provided, that the Kellanova Group shall retain the original copies of such records as and to the extent permitted by applicable Law; provided, further, that to the extent any WKKC Delayed Transfer Employee does not transfer to the WKKC Group in the manner contemplated in Section 3.03 above, the WKKC Group shall be obligated to timely delete all copies of such records. To the extent permitted by applicable Law, each Party shall permit the other Party reasonable access to the WKKC Group Employee or Kellanova Group Employee-related records, as applicable, in accordance with Article VI of the Separation Agreement, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder, including pursuant to Article II hereof and as set forth in Section 9.01(c) below.

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Each of the Kellanova Group and WKKC Group shall materially comply with applicable Law regarding the retention, destruction, transfer, copying, and permission of access to WKKC Group Employee and Kellanova Group Employee-Related information and, subject to applicable Law, shall retain such information in accordance with (a) the applicable record retention policies of Kellanova Group as in effect at the Effective Time with respect to information that (i) is in the respective control or possession of either the Kellanova Group or the WKKC Group at the Effective Time or (ii) comes into the possession or control of either the Kellanova Group or the WKKC Group after the Effective Time and before the earlier to occur of (1) the second anniversary of the Effective Time and (2) the New Policy Date, (b) the New Policies with respect to information that comes into the possession or control of either the Kellanova Group or the WKKC Group after the New Policy Date and before the second anniversary of the Effective Time, if applicable and (c) in accordance with the Kellanova Group’s and the WKKC Group’s own respective record retention policies with respect to information that comes into the Kellanova Group’s or the WKKC Group’s possession or control, as applicable, after the second anniversary of the Effective Time, in each case, as set forth in Article VI of the Separation Agreement.

(c) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection Laws) all relevant documents, resolutions, government filings, data, payroll, WKKC Group Employee-related and Kellanova Group Employee-related and benefit plan files and information on regular timetables and cooperate as needed with respect to (i) any claim by a Former Dedicated Employee which shall be considered a WKKC Liability pursuant to Section 2.01(a) of this Agreement, (ii) any claims under or audit of or litigation with respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (iii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, (iv) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor, U.S. Securities Exchange Commission or any other Governmental Authority and (v) any audits by a Governmental Authority or corrective actions, relating to any Benefit Plan, labor or payroll practices; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

(d) Confidentiality. Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to WKKC Group Employees and Kellanova Group Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation Agreement and the requirements of applicable Law.

Section 9.02 Preservation of Rights to Amend. Except as specifically set forth in this Agreement, the rights of each member of the Kellanova Group and each member of the WKKC Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 9.03 Fiduciary Matters. Kellanova and WKKC each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

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Section 9.04 Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.05 Reimbursement of Costs and Expenses. The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement (the “Requesting Party”) as soon as practicable, but in any event within 30 days of receipt of an invoice detailing all costs, expenses and other Liabilities paid or incurred by the Requesting Party (or any of its Affiliates), and any other substantiating documentation as the other Party shall reasonably request, that are, or have been made pursuant to this Agreement, the responsibility of the other Party (or any of its Affiliates).

Section 9.06 Dispute Resolution. The dispute resolution procedures set forth in Article VII of the Separation Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 9.07 Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder. There are no third-party beneficiaries of this Agreement and this Agreement shall not provide any Third Person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Without limiting the generality of the foregoing, (a) nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan and (b) the provisions of this Agreement are solely for the benefit of the Parties, and no WKKC Group Employee, Kellanova Group Employee, or current or former officer, director, candidate for employment, agent, independent contractor, service provider or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement.

Section 9.08 Incorporation of Separation Agreement ProvisionsSection 9.09 . Article X of the Separation Agreement is incorporated herein by reference and shall apply to this Agreement as if set forth herein mutatis mutandis.

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives as of the date first written above.

[Signature Page to Employee Matters Agreement]

Exhibit 10.2

Execution Version

SUPPLY AGREEMENT

This SUPPLY AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), is by and between Kellogg Company, a Delaware corporation (“Manufacturer”), and WK Kellogg Co, a Delaware corporation (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”.

Background

Agreement

The Parties hereby agree as follows:

“Affiliates” means for either Manufacturer or Buyer, its direct or indirect subsidiary companies, parent or affiliated companies based both in and outside the United States. For the avoidance of doubt, Manufacturer and its subsidiaries, on the one hand, and Buyer and its subsidiaries, on the other hand, shall not be considered Affiliates.

“Intellectual Property” means any and all intellectual property and proprietary rights, of whatever kind or nature, relating to any inventions, developments, improvements, processes, methods, formulae, formulations, recipes, specifications, ideas, trade secrets, know how, discoveries or the like concerning any aspect of, or resulting from, the production of Products (or prototypes or samples of the same) by Manufacturer.

“Major Repairs or Replacement” means a repair or replacement of equipment used to manufacture of Products that is (a) deemed necessary by Manufacturer in its reasonable discretion to maintain food safety or quality standards or production capacity with respect for Products and (b) estimated to cost $10,000 or more.

“Manufacture” means the sourcing of raw and packaging materials for, fabricating, filling, inspecting, labeling, packing, packaging and transporting (all as provided further herein) the Products, all in accordance with the terms provided herein.

“Manufacturing” and “Manufactured” will have the appropriate derivative meanings.

“Products” means the Products with the SKUs listed in Schedule 1. References to minimum or maximum quantities of a particular Product include the aggregate of all SKUs for that Product.

With respect to the Products, this Agreement will commence as of the Effective Date and continue until the third anniversary of the Effective Date, unless terminated earlier pursuant to any of the early termination rights specified in Schedule 2 (the “Initial Supply Period”); provided that prior to the expiration of the Initial Supply Period, the Parties may engage in negotiations to potentially extend the Initial Supply Period for up to two additional years at Manufacturer’s and Buyer’s mutual agreement (such extension, a “Supply Period Extension” and, together with the Initial Supply Period, the “Supply Period”); provided, further, that any obligations and liabilities, which by their express terms survive after the end of the Supply Period will survive as expressly set forth in this Agreement. Discussions concerning any Supply Period Extension will be initiated by the Governance Council (see Section 7(d) below).

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Example: Buyer commits to purchase one million pounds of Product X during calendar year 2024. Manufacturer’s 2024 budgeted Annual Overhead Costs associated with Product X are $1 million, so the overhead component of the Total Product Cost for Product X is $1 per pound. If Buyer’s actual purchases of Product X during 2024 are 600,000 pounds, then Manufacturer will invoice Buyer for $400,000 (in the Applicable Currency), representing the unrecovered amount of the 2024 Annual Overhead Costs associated with Product X.

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The Governance Council will meet at least quarterly during the Supply Period to discuss general progress, forecasting and to approve variances, if appropriate, but will also convene as needed to address pricing or other disputes that may arise between regularly scheduled meetings. The chairperson of the Governance Council (identified on Schedule 7(d)) will schedule meetings and set agendas. Manufacturer’s global supply chain leader must approve any changes to the make-up of the Governance Council or to the governance model in general.

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Kellanova

412 N. Wells Street

Chicago, IL 60654

Attention: Office of Chief Legal Officer

E-mail: ****

WK Kellogg Co

One Kellogg Square

North Tower

Battle Creek, Michigan 49017

Attention: Office of Chief Legal Officer

E-mail: ****

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Intending to be legally bound, the Parties have caused this Agreement to be duly executed as of the date first written above.

Exhibit 10.3

Execution Version

MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS,

TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY

BY AND BETWEEN

KELLOGG COMPANY

AND

WK KELLOGG CO

DATED AS OF SEPTEMBER 29, 2023

TABLE OF CONTENTS

i

SCHEDULES

ii

MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING

PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL

PROPERTY

This MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY (this “Agreement”), effective as of the Effective Time, is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party,” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, the board of directors of Kellanova determined that it is in the best interests of Kellanova and its stockholders to create a new publicly traded company that shall operate the WKKC Business;

WHEREAS, in furtherance of the foregoing, Kellanova has implemented an Internal Reorganization in order to, among other things, separate the WKKC Business from the Kellanova Business, including by transferring and/or reorganizing of certain assets embodying Intellectual Property Rights;

WHEREAS, in furtherance of the foregoing, Kellanova and WKKC have entered into that certain Separation and Distribution Agreement (“SDA”), dated on or prior to date hereof, together with the Ancillary Agreements, to separate the WKKC Business from the Kellanova Business:

WHEREAS, Kellanova desires to license to the WKKC Group certain Patents and Trade Secrets and Know-how on a perpetual basis, taking into consideration the overlapping usage by both the Kellanova Business and the WKKC Business in certain Food and Beverage Categories in North America; and

WHEREAS, the licenses herein shall further apply to any Kellanova-owned Intellectual Property Rights embodied in any WKKC Assets.

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

ARTICLE I

DEFINITIONS

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the SDA. For the purpose of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, solely for purposes of this Agreement, (a) no member of the WKKC Group shall be deemed to be an Affiliate of any member of the Kellanova Group and (b) no member of the Kellanova Group shall be deemed to be an Affiliate of any member of the WKKC Group.

“Agreement” shall have the meaning set forth in the Preamble.

“Cereal Bites” shall have the meaning set forth in the Brand IP Agreement.

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

“Co-manufacturer” shall mean a Third Party that converts raw materials and/or semi-finished ingredients into a Finished Product or components at a facility that is not owned, leased, subleased or licensed by a member of the WKKC Group or the Kellanova Group, as the case may be.

“Confidential Information” shall have the meaning set forth in Section 7.1.

“Covered Patent(s)” shall mean that, in respect of at least one Finished Product, the manufacture, use, sale or import of such Finished Product would infringe, but for the license granted hereunder, at least one (1) claim in the Licensed Patents in the country in which such Finished Product is manufactured, used, sold, or imported, as of the Effective Time.

“Disclosing Party” shall have the meaning set forth in Section 7.1.

“Dispute” shall have the meaning set forth in Section 8.1(b).

“Finished Product” shall mean a product which undergoes no further processing and is wrapped in packaging suitable for the consumer as a stand-alone stock keeping unit (“SKU”).

“Food and Beverage Category” shall have the meaning set forth in the Brand IP Agreement.

“Force Majeure” shall have the meaning set forth in the Brand IP Agreement.

“Granola” shall have the meaning set forth in the Brand IP Agreement.

“Group” shall mean either the WKKC Group or the Kellanova Group, as the context requires.

“Hot Cereal” shall have the meaning set forth in the Brand IP Agreement.

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“Improvements” shall mean any findings, improvements, enhancements, discoveries, inventions, additions, modifications, formulations, derivative works, or changes (whether or not patented or patentable) conceived or developed by either Party after the Distribution Date that used, were based on, or were partially or wholly derived from Licensed IP.

“In-Scope Products” shall mean Hot Cereal, RTEC, Granola, Muesli, and Cereal Bites, in each case existing or in development as of the Effective Time, and WKKC Carveout Products.

“Intellectual Property Rights” shall mean any and all intangible rights existing from time-to-time under the law of any jurisdiction, including patent law, copyright law, trade secret law, database rights law, unfair competition law, trademark law, or other similar laws or principles.

“IP Claim” shall have the meaning set forth in Section 4.2(a).

“Kellanova” shall have the meaning set forth in the Preamble.

“Kellanova Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the WKKC Business.

“Kellanova Carveout Product” shall have the meaning set forth in the Brand IP Agreement.

“Kellanova Field of Use” shall have the meaning set forth in Section 2.6.

“Kellanova Group” shall mean Kellanova and Person that is a Subsidiary of Kellanova (other than WKKC and any other member of the WKKC Group).

“Kellanova Indemnified Parties” shall have the meaning set forth in Section 5.2.

“Law” shall mean any national, supranational, federal, state, provincial, local, or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued, or entered by a Governmental Authority.

“Licensed Generally-Applicable IP” shall mean the Intellectual Property Rights in Information Technology (as defined in the SDA) and in business processes, standards, policies, practices, procedures, and training documentation, in each case within an administrative (e.g., human resources, finance, accounting, tax, treasury, global business services, supply chain management, facilities maintenance and management, legal and compliance, and quality assurance), marketing, sales, or procurement function; provided that any such Intellectual Property Right (A) is not specific to any product or line of products (whether an In-Scope Product or a product sold by the Kellanova Group to which WKKC has no future selling rights) and (B) shall not include any (i) rights to Licensed In-Scope Product Related IP or (ii) other Intellectual Property Rights of Kellanova, unless expressly set forth within this Agreement or the Brand IP Agreement.

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“Licensed Generally-Applicable Patents” shall mean all Patents that constitute Licensed Generally-Applicable IP.

“Licensed Generally-Applicable Trade Secrets and Know-how” shall mean all Trade Secrets and Know-how that constitute Licensed Generally-Applicable IP.

“Licensed In-Scope Product Related IP” shall mean (a) Licensed In-Scope Product Related Patents and (b) Licensed In-Scope Product Related Trade Secrets and Know-how.

“Licensed In-Scope Product Related Patents” shall mean all patents, design patents, patent applications, utility models, design registrations, registered industrial designs, industrial design applications, certificates of invention and other governmental grants for the protection of inventions or industrial designs anywhere in the world and all reissues, renewals, re-examinations and extensions of any of the foregoing, including: any invention disclosures, any patent applications filed on any invention disclosures; any continuations, continuations-in-part, divisionals and substitutions of any patent applications, together with any renewals, reissues, reexaminations and extensions of the foregoing patents, any patent application or patent to the extent that it claims priority from any of the foregoing patent applications or patents, any foreign counterpart of any of the foregoing patent applications or patents (collectively, “Patents”); in each case, (a) that are owned by Kellanova and (b) only to the extent used in the development, production, packaging, distribution, marketing, or sales of In-Scope Products by the WKKC Business at or prior to the Effective Time; provided that Licensed In-Scope Product Related Patents shall not include any Patents that are Licensed Generally-Applicable IP.

“Licensed In-Scope Product Related Trade Secrets and Know-how” shall mean Trade Secrets and Know-how, together with any other proprietary information or knowledge; in each case solely to the extent used in the development, production, packaging, distribution, marketing, or sale of In-Scope Products by the WKKC Business at or prior to the Effective Time; provided that Licensed In-Scope Product Related Trade Secrets and Know-how shall not include any Trade Secrets and Know-how that are Licensed Generally-Applicable IP.

“Licensed IP” shall mean Licensed In-Scope Product Related IP and Licensed Generally-Applicable IP.

“Licensed IP Committee” shall have the meaning set forth in Section 8.1(a).

“Licensed IP Committee Discussion Period” shall have the meaning set forth in Section 8.1(b).

“Licensed Patents” means the Licensed In-Scope Product Related Patents and the Licensed Generally-Applicable Patents.

“Licensed Trade Secrets and Know-how” means the Licensed In-Scope Product Related Trade Secrets and Know-how and the Licensed Generally-Applicable Trade Secrets and Know-how.

“Muesli” shall have the meaning set forth in the Brand IP Agreement.

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“Net Sales” means net sales calculated in accordance with U.S. Generally Accepted Accounting Principles as consistently applied.

“North America” shall have the meaning set forth in the Brand IP Agreement.

“Other Representatives” shall have the meaning set forth in Section 8.1(a).

“Parent Company” shall mean any Person of which WKKC is a Subsidiary.

“Party” and “Parties” shall have the meaning set forth in the Preamble.

“Patents” shall have the meaning set forth within the definition of Licensed In-Scope Product Related Patents.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Primary Enforcing Party” shall have the meaning set forth in Section 4.2(a).

“R&D Material” shall mean project data, lab notebooks, clinical studies, meta-analysis, regulatory documents, scientific dossiers (including any materials related to Self-GRAS analyses and determinations) and chemistry work.

“Receiving Party” shall have the meaning set forth in Section 7.1.

“RTEC” shall have the meaning set forth in the Brand IP Agreement.

“Salty Snacks” shall have the meaning set forth in the Brand IP Agreement.

“SDA” shall have the meaning set forth in the Recitals.

“Secondary Enforcing Party” shall have the meaning set forth in Section 4.2(d).

“Sell-Off Period” shall have the meaning set forth in Section 6.3.

“Senior IP Executives” shall have the meaning set forth in Section 8.1(a).

“Sublicensee” shall have the meaning set forth in Section 2.4.

“Supplier” shall mean a Third Party that provides goods or services to the WKKC Group or the Kellanova Group, as the case may be, including raw materials, ingredients, packaging components or other input components needed to formulate and manufacture a Finished Product.

“Termination Date” shall have the meaning set forth in Section 6.2.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

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“Trade Secrets and Know-how” shall mean information, including processes, methods, designs, formulae, recipes, data, product specifications, product manuals, including details about production, technical information, or methods, which (a) (i) derives independent economic value, whether actual or potential, from not being known to other persons, or (ii) otherwise qualifies as a trade secret under applicable Law or (b) that is designated by either Kellanova or WKKC, acting reasonably consistently with (a)(i) or (a)(ii) above, as a trade secret.

“WKKC” shall have the meaning set forth in the Preamble.

“WKKC Carveout Financial Statements” shall have the meaning set forth in the Brand IP Agreement.

“WKKC Carveout Product” shall have the meaning set forth in the Brand IP Agreement.

“WKKC Field of Use” shall have the meaning set forth in Section 2.1.

“WKKC Group” shall mean WKKC and each Person that is, or after the Effective Time will be, a Subsidiary of WKKC.

“WKKC Indemnified Parties” shall have the meaning set forth in Section 5.3.

ARTICLE II

LICENSES

Section 2.1 License to WKKC For In-Scope Product Related IP. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group an exclusive (even as to the Kellanova Group except as permitted under Section 2.6 and subject to Kellanova’s right to make, have made, use, sell, offer for sale, supply or have supplied, and practice the Kellanova Carveout Products), non-transferable (except as expressly permitted by Section 9.2), non-sublicensable (other than as expressly permitted by Section 2.4), royalty-free, fully paid-up (except for payments related to maintenance, prosecution, and enforcement, set forth in Article IV), perpetual (subject to Section 6.2) right and license to use the Licensed In-Scope Product Related IP in connection with the production, manufacturing, promotion, marketing, distribution, or sale of (a) products in the Food and Beverage Categories in North America by brand as set forth on Schedule 1 (columns 8 through 11 and 14), and (b) the WKKC Carveout Product(s) ((a) and (b) collectively, (“WKKC Field of Use”)).

Section 2.2 Exclusivity. For the avoidance of doubt, except as set forth in Section 2.6, the license to the Licensed In-Scope Product Related IP granted in Section 2.1 is exclusive even as to Kellanova and its Affiliates with respect to the certain Food and Beverage Categories by brand in North America specified in Section 2.1 and Kellanova shall not, and shall not permit any Person to, use the Licensed In-Scope Product Related IP in violation of the exclusivity granted to WKKC and its Affiliates in this Agreement.

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Section 2.3 License to WKKC for Generally-Applicable IP. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group a non-transferable (except as expressly permitted by Section 9.2), non-sublicensable (other than as expressly permitted by Section 2.4), non-exclusive, royalty-free, fully paid-up except for payments related to maintenance, prosecution, and enforcement, set forth in Article IV), perpetual (subject to Section 6.2) right and license to use the Licensed Generally-Applicable IP, in connection with the WKKC Business or any other business, now or in the future, conducted by the WKKC Group.

Section 2.4 Sublicensing Rights. WKKC may sublicense its rights under this Agreement to (a) any Subsidiary and (b) solely to the extent permitted in Section 2.5, to any Co-manufacturer or Supplier of the WKKC Group (each Person in (a) and (b) being a “Sublicensee”); provided, that all of the obligations and limitations imposed on WKKC pursuant to this Agreement (including those relating to confidentiality) shall be binding upon any Sublicensee on the same basis, and to the same extent, as they are binding upon WKKC; and any Parent Company and the WKKC Group shall be responsible for and shall ensure its Sublicensees’ compliance therewith. WKKC, any Parent Company, and its Affiliates shall remain fully liable for any acts or omissions of WKKC’s Sublicensees as if undertaken by Parent Company, WKKC or its Affiliates itself, and shall be jointly and severally liable for any damages caused to Kellanova or its Affiliates as a result thereof.

Section 2.5 WKKC Manufacturing License. WKKC may have products in the WKKC Field of Use manufactured by itself or on its behalf outside of North America solely for export into North America. WKKC may sublicense the Licensed IP to Co-manufacturers and Suppliers both within and outside North America, with no right to grant further licenses or sublicenses and subject to the confidentiality provisions in Article VII, to make products in the WKKC Field of Use solely for the benefit of and on behalf of WKKC (or its Affiliates), provided that all such products in the WKKC Field of Use are offered for sale and sold only in North America.

Section 2.6 Kellanova’s Right to Manufacture. Kellanova may have products in the Kellanova Field of Use manufactured by itself or on its behalf within North America, but in the case where such products would violate the exclusivity in Section 2.2 if sold or offered for sale in North America, solely for export outside North America. Kellanova may grant Co-manufacturers and Suppliers both within and outside North America the right to use the Licensed In-Scope Product Related IP, with no right to extend further grants, to make products in the Kellanova Field of Use solely for the benefit of and on behalf of Kellanova (or its Affiliates), provided that in the case where such products would violate the exclusivity in Section 2.2 if sold or offered for sale in North America, such, are offered for sale and sold only outside North America. “Kellanova Field of Use” means (a) the applicable field(s) of use Food and Beverage Categories specified in Schedule 1 (columns 8 through 15), which is specified by category by brand and (b) the Kellanova Carveout Product(s).

ARTICLE III

OWNERSHIP

Section 3.1 Acknowledgement and Reservation of Kellanova Rights in Licensed IP. WKKC acknowledges and agrees that, following the Effective Time, as between Kellanova and its Affiliates and WKKC and its Affiliates: (i) Kellanova or its Affiliates, as applicable, will be the sole and exclusive owners of the Licensed IP; and (ii) all right, title, and interest in and to the Licensed IP, other than the rights granted to WKKC pursuant to this Agreement, are reserved to Kellanova and its Affiliates for their own use and benefit. To the extent that any information contained in the WKKC Assets constitutes Licensed IP, the provisions governing ownership and rights to use the Licensed IP shall be as set forth herein, including Article II and Article III.

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Section 3.2 Ownership of Improvements and R&D Material. If either WKKC or Kellanova generates any Improvements or R&D Material after the Distribution Date, the Party generating such Improvements and R&D Material will be the owner of the same.

ARTICLE IV

PROSECUTION, ENFORCEMENT AND MAINTENANCE

Section 4.1 Maintenance and Prosecution.

(a) WKKC Licensed Patents. Kellanova shall reasonably maintain the registrations for Covered Patents during the term of this Agreement, and shall ensure that all post-registration filings and renewal applications, including any registration, renewal or maintenance fees, required by any Governmental Authority or by applicable Law in connection with the foregoing are completed and paid in a timely manner. WKKC shall cooperate, as applicable, to provide information reasonably required by Kellanova to submit to the relevant offices such post-registration filings and renewal applications Kellanova shall keep WKKC fully informed of progress with regard to the preparation, filing, prosecution, and maintenance of any Covered Patents, and shall provide WKKC with copies of all documentation relating to the foregoing. All costs associated with the filings, renewals, applications, registrations and any other related activities or actions related to the Covered Patents shall be borne (i) by Kellanova, for such Covered Patents that are used in or relevant solely to the Kellanova Field of Use, (ii) WKKC, for such Covered Patents that are used in or relevant solely to the WKKC Field of Use, and (iii) where the Licensed Patents are used in or relevant to both the Kellanova Field of Use and the WKKC Field of Use by both Parties in proportion to the prior year’s Net Sales in North America for the Finished Product(s) to which the Covered Patents are applicable.

(b) Abandonment and Lapse of Patents. Notwithstanding Section 4.1(a), Kellanova may let lapse or abandon any Patent application or registration covering a Licensed Patent without WKKC’s consent, subject to sixty (60) days’ written notice to WKKC prior to any irrevocable lapse or abandonment following which WKKC may at its sole discretion, elect to direct either the prosecution or maintenance of the same under Kellanova’s name but at WKKC’s sole expense. Where WKKC elects accordingly, Kellanova shall provide WKKC the relevant patent files and supporting documentation but shall have no obligation to assist with such prosecution or maintenance, without reasonable compensation by WKKC for such assistance.

Section 4.2 Enforcement inside North America.

(a) Each Party shall promptly inform the other Party of any potential infringement, other violation or related action or proceeding (including any opposition, inter partes review, post grant review or re-examination) (“IP Claim”) of any Licensed IP within North America, or if either Party receives notice of any Claims from any Third Party alleging that any Licensed IP violates the rights of a Third Party in North America.

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Where permitted under local applicable Law, the Party that accounts for the majority of the Net Sales of any Finished Products involved (whether directly or indirectly) or alleged to be involved (whether directly or indirectly) in such IP Claim shall have the first right to commence (or threaten to commence), control, or respond to any such IP Claim, and the authority and sole control of the defense or settlement of such claim (a “Primary Enforcing Party”); provided that the other Party shall have the right to enforce or respond to routine day-to-day matters such as cease and desist letters or that will not foreseeably result in a future litigation.

(b) Where WKKC is the Primary Enforcing Party, Kellanova shall (i) acting reasonably, have the right to select outside counsel for enforcing the related IP Claim,(ii) cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings and (iii) WKKC shall provide Kellanova copies of all notices, complaints, court proceedings, and other documentation relating to the foregoing. Without limiting the foregoing, the Primary Enforcing Party shall not bring any IP Claim against any Sublicensee of the other Party for any alleged infringement or other violation of any Licensed IP by any Sublicensee of the other Party without first raising the issue with the other Party and providing the other Party with the first right to resolve such claim or dispute, and the Primary Enforcing Party shall promptly inform the other Party if the Primary Enforcing Party becomes aware of any such alleged issue involving any Sublicensee of the other Party.

(c) Where the Primary Enforcing Party brings an enforcement action, all out-of-pocket costs and proceeds associated with such enforcement action shall be shared with the other party in proportion to the prior year’s Net Sales in North America of such Finished Products, subject to Section 4.2(d).

(d) If the Primary Enforcing Party declines to bring an action or proceeding or fails to provide notice that it will not bring an action or proceeding with respect to infringement or other violation of any Licensed IP, in each case, within the Enforcement Period, then WKKC, if Kellanova is the Primary Enforcing Party, or Kellanova, if WKKC is the Primary Enforcing Party (each, a “Secondary Enforcing Party”) shall have the right to bring and control any such action or proceeding, by counsel of its choosing. To the extent the Secondary Enforcing Party assumes such control, all costs and expenses associated with an action shall be at the Secondary Enforcing Party’s sole cost and expense, and the Secondary Enforcing Party shall receive any and all profits or damages from an action and the Primary Enforcing Party shall have no right to share in any amounts recovered by the Secondary Enforcing Party. The Primary Enforcing Party shall cooperate in connection with the foregoing, including consenting to being named as a party in any related court proceedings.

(e) Notwithstanding anything to the contrary, (i) neither the Primary Enforcing Party nor the Secondary Enforcing Party, as applicable, shall take any action that would materially deprive the Secondary Enforcing Party or the Primary Enforcing Party, as applicable, of the benefit of the use of any Licensed IP, and (ii) neither the Primary Enforcing Party nor the Secondary Enforcing Party shall settle any IP Claim or enter into any settlement agreement or similar agreement without the Secondary Enforcing Party’s or the Primary Enforcing Party’s, as applicable, prior written consent, which such consent shall not to be unreasonably withheld, conditioned, or delayed.

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ARTICLE V

INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 5.1 WARRANTY DISCLAIMER. THE LICENSES UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” AND KELLANOVA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LICENSED IP OR ANY RIGHTS GRANTED HEREUNDER, INCLUDING WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE LICENSED IP.

Section 5.2 Indemnification by WKKC. WKKC agrees to defend, indemnify, and hold harmless Kellanova and its Affiliates and its and their directors, officers, employees, licensees, agents, representatives, successors, and assigns (collectively, the “Kellanova Indemnified Parties”) from and against any and all claims, suits, actions, or allegations brought or asserted by a Third Party (each, a “Claim”) and any resulting liabilities, judgments, costs, or expenses, including reasonable attorneys’ fees suffered or incurred by Kellanova or any Kellanova Indemnified Party arising from or related to (a) WKKC’s breach of its representations, warranties, or covenants under this Agreement, (b) WKKC’s fraud, willful misconduct, or violation of applicable Law in connection with this Agreement, or (c) product liability or personal injury claims, to the extent arising from any goods or services sold or offered (or, in the case of services, performed) by or on behalf of WKKC, the WKKC Group or its Affiliates utilizing the licenses granted to WKKC under Section 2.1 and Section 2.3, except, in the case of clauses (a)-(c), to the extent any such Claim arises or results from Kellanova’s (i) breach of its representations, warranties, or covenants under this Agreement or (ii) fraud, willful misconduct, or violation of applicable Law in connection with this Agreement.

Section 5.3 Indemnification by Kellanova. Kellanova agrees to defend, indemnify, and hold harmless WKKC and its Affiliates and its and their directors, officers, employees, licensees, agents, representatives, successors, and assigns (collectively, the “WKKC Indemnified Parties”) from and against any and all Claims and any resulting liabilities, judgments, costs, or expenses, including reasonable attorneys’ fees suffered or incurred by WKKC or any WKKC Indemnified Party arising from or related to (a) Kellanova’s breach of its representations, warranties, or covenants under this Agreement or (b) Kellanova’s fraud, willful misconduct, or violation of applicable Law in connection with this Agreement, except, in the case of clauses (a) and (b), to the extent any such Claim arises or results from WKKC’s (i) breach of its representations, warranties, or covenants under this Agreement or (ii) fraud, willful misconduct, or violation of applicable Law in connection with this Agreement.

Section 5.4 Indemnification Procedures. The procedures for indemnification of Third Party Claims in Section 4.5 of the SDA are hereby incorporated by reference.

Section 5.5 Limitation of Liability. Except in connection with either Party’s indemnification obligations set forth herein, neither WKKC nor any member of the WKKC Group, on the one hand, nor Kellanova or any member of the Kellanova Group, on the other hand, shall be liable under this Agreement to the other (or its members) for any indirect, incidental, punitive, exemplary, remote, speculative, or similar damages in excess of compensatory damages (other than damages paid by such Party to a Third Party) of the other arising in connection with this Agreement.

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ARTICLE VI

TERM AND TERMINATION

Section 6.1 Duration. This Agreement shall commence as of the Effective Time and will continue in force and effect in perpetuity, except as set forth in Section 6.2. Each Party hereby acknowledges and agrees that this Agreement and the licenses granted to WKKC hereunder (i) are perpetual, with the perpetual license being a basis of the bargain between the Parties, (ii) are irrevocable under all circumstances, (iii) is neither of indefinite duration nor terminable at will, and (iv) cannot be terminated by Kellanova for any reason whatsoever, even for material breach by WKKC or its Affiliates.

Section 6.2 Termination by Mutual Agreement. This Agreement, including the licenses granted herein, may be terminated at any time by an agreement in writing signed by a duly authorized officer of each Party, setting forth the desired termination date (“Termination Date”).

Section 6.3 Effect of Termination. If this Agreement is terminated pursuant to Section 6.2, then: (i) all rights of WKKC under this Agreement shall automatically and immediately cease, subject to any Sell-Off Period; (ii) all rights of WKKC under Section 4.2 regarding enforcement of the Licensed IP will automatically and immediately revert to Kellanova and Kellanova shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed IP; and (iii) WKKC shall have the right to continue using the Licensed IP for a period of one hundred and twenty (120) days (“Sell-Off Period”) after the Termination Date to dispose of or sell any Finished Products, as applicable, in the possession of WKKC or its Affiliates or any of its or their Sublicensee as of the Termination Date.

Section 6.4 Survival. In the event of termination of this Agreement pursuant to Section 6.2, the following provisions of this Agreement shall survive Article III, Article V, Section 6.3, this Section 6.4, Article VII, Article VIII, and Article IX.

ARTICLE VII

CONFIDENTIALITY

Section 7.1 Confidentiality. In connection with the performance of this Agreement, each Party (the “Receiving Party”) may have access to certain confidential and proprietary information of the other Party (the “Disclosing Party”) and its Affiliates. For purposes of this Agreement, “Confidential Information” shall mean any and all information proprietary to the Disclosing Party or its Affiliates, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection, or protected as an unpublished or published work, and shall include the terms of this Agreement (but not the existence of this Agreement), information relating to Intellectual Property Rights and to business plans, financial matters, costs, strategic marketing plans, personnel, and business relationships.

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Recognizing that such information represents valuable assets and property of the Disclosing Party and the harm that may befall the Disclosing Party if any of such Confidential Information is disclosed, the Receiving Party agrees to hold all such Confidential Information in strict confidence and not to use (except in furtherance of this Agreement) or otherwise disclose any such Confidential Information to Third Parties without having received the prior written consent of the Disclosing Party and a written agreement from such Third Party to maintain such Confidential Information in confidence which in the case of disclosing Confidential information to Co-manufacturers shall include at least the current practices as of the Effective Time used by the Parties to maintain confidentiality of their most sensitive Confidential Information disclosed to Third Parties and commercially reasonable administrative, technical and operational safeguards to maintain and protect confidentiality of such Confidential Information,; provided that either Party is permitted to disclose Confidential Information of the other Party to its Affiliates, and its and their respective principals, officers, directors, employees, shareholders, partners, contractors, third-party advertising agencies, and advisors that have a “need to know” basis for the purposes of carrying out the business of such Party as it pertains to this Agreement or performing such Party’s duties and obligations under this Agreement, without the prior written consent of the other Party.

Section 7.2 Exceptions. The obligations under Section 7.1 shall not apply to any information obtained by the Receiving Party that would otherwise constitute Confidential Information but which: (a) was already known to the Receiving Party prior to its relationship with the Disclosing Party, as established by the Receiving Party’s written records; (b) becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (c) is furnished to the Receiving Party by a Third Party who is not known by the Receiving Party to be bound by an obligation of confidentiality with respect to such information and who is not known by the Receiving Party to be unlawfully in possession of, or to have unlawfully conveyed, such information; (d) is subsequently developed by the Receiving Party independently of the information or materials received from the Disclosing Party, as established by the Receiving Party’s written records; or (e) is disclosed in accordance with Section 7.3. For purposes of this definition, the term “Receiving Party” shall be deemed to include such Party’s principals, officers, directors, employees, shareholders, agents, representatives, successors and assigns, and each Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Party.

Section 7.3 Disclosures Required by Law. If the Receiving Party becomes legally compelled by, or is requested by, order of a court or other competent governmental agency, regulation, or stock exchange or by applicable Law to disclose any of the Confidential Information of the Disclosing Party, the Receiving Party shall provide written notice to the Disclosing Party promptly so that the Disclosing Party (at its sole cost and expense) may seek a protective order or other appropriate remedy. If the Disclosing Party elects to seek a protective order, the Receiving Party shall cooperate (at the Disclosing Party’s cost and expense) reasonably in seeking such protective order. If no such protective order or other remedy is obtained or obtainable, then the Receiving Party shall furnish only that portion of the Disclosing Party’s Confidential Information which it is advised by counsel is required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

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ARTICLE VIII

DISPUTE RESOLUTION AND GOVERNANCE

Section 8.1 Dispute Resolution. With respect to the Licensed IP and the Parties’ rights and obligations to each other as set forth herein, the Parties agree to work cooperatively with each other in order to review, manage and minimize Disputes between the Parties. In the event the Parties are unable to mutually agree upon a course of action under this Agreement, subject to the limitations herein, such Dispute shall be submitted to Dispute resolution as set forth in this Article VIII.

(a) Each Party shall designate one senior executive having the role of Vice President (or similar) or higher (collectively, “Senior IP Executives”) to manage Disputes and each Senior IP Executive may involve other personnel from its organization (“Other Representatives”) to the extent reasonably required due to the applicable subject matter (such Senior IP Executives and Other Representatives, collectively, “Licensed IP Committee.”)

(b) All decisions of the Licensed IP Committee, whether reached by consensus or by the mutual decision of the Senior IP Executive representatives on the Licensed IP Committee as provided below, shall constitute resolution of the Dispute.

(c) Prior to initiating any Action relating to any dispute or controversy against the other Party in connection with this Agreement or the other transactions contemplated hereby (a “Dispute”), a Party must first send written notice of the Dispute to the other Party and attempt to resolve such Dispute through good faith discussion between the Licensed IP Committee and such other business counsel and leads as deemed necessary, during the twenty-one (21) day period following initial notice of the Dispute (such period, as it may be extended by mutual written consent, being the “Licensed IP Committee Discussion Period”). By mutual written consent, the Parties may extend the period for conducting such negotiations. During the Licensed IP Committee Discussion Period, each Party shall afford to the other Party reasonable access to its information, books, records and personnel that are relevant to the Dispute. If the Dispute is not resolved after the end of the Licensed IP Committee Discussion Period, and the period is not extended by mutual written consent, the Parties shall promptly escalate such Dispute to the Senior IP Executive of each Party to attempt to resolve such Dispute through good faith discussions. Only if the appropriate Senior IP Executives fail to promptly resolve such Dispute within ten (10) days, such Dispute shall be resolved by (a) final and binding dispute resolution by (i) a technical advisor, in the case of Disputes of a technical nature or (ii) such other dispute resolution party, that in each case the Parties mutually agree upon or (b) to the extent the Parties believe the Senior IP Executives or the aforementioned parties in (a) (i) or (ii), as the case may be, are not best suited to resolve such Dispute, by arbitration in accordance with Section 7.4 of the SDA.

Section 8.2 Equitable Relief. In the event that a Party breaches or threatens to breach any provision of this Agreement, the other Party shall be entitled to injunctive relief, specific performance, and other equitable relief, without posting of bond or other security and without waiving any other remedies available to the Party at Law or in equity. Notwithstanding the provisions in Section 8.1, a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 8.1, if such action is reasonably necessary to avoid irreparable damage, and in such cases, the Parties hereby agree to follow the procedure set forth in Section 7.5 of the SDA.

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ARTICLE IX

MISCELLANEOUS

Section 9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one (1) or more counterparts have been signed by each Party and delivered to the other Party.

(b) This Agreement and the Schedule(s) and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Kellanova represents on behalf of itself and each other member of the Kellanova Group, and WKKC represents on behalf of itself and each other member of the WKKC Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and the other Party may execute this Agreement by stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

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Section 9.2 Assignment and Sales of Licensed IP.

(a) WKKC may not assign or transfer this Agreement, or the rights, duties or obligations herein, without the prior written consent of Kellanova, except:

(i) WKKC shall have the right, without the consent of Kellanova, to assign or transfer its rights, duties and obligations herein, to an acquirer of a portion of the WKKC Business; provided, that the rights, duties and obligations of any such acquirer shall be limited to the rights, duties and obligations solely as they relate to any one (1) or more Licensed Marks (as defined in the Brand IP Agreement) that is or are sold or divested by WKKC, at the time of such sale or divestiture. For greater certainty, the acquirer would not have access to any Licensed IP that was not then currently being used by WKKC in association with the aforementioned Licensed Marks at the time of such acquisition.

(ii) WKKC shall have the right, without the consent of Kellanova, to assign or transfer this Agreement in whole, including all rights, duties and obligations herein, to an acquirer of the entire WKKC Business.

(b) Any attempted assignment or transfer in violation of this Section 9.2 shall be null and void, ab initio.

Section 9.3 Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.4 Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 9.5 Notices. All notices and other communications to be given to any Party shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when delivered via email (such email shall be deemed delivered on the date of dispatch by the sender thereof to the extent no “bounce back” or similar message indicating non-delivery is received with respect thereto) and shall be directed to the address set forth below (or at such other address or email address as such Party shall designate by like notice):

If to Kellanova, to:

Kellanova

412 N. Wells Street

Chicago, IL 60654

Attention: Office of Chief Legal Officer

Email: *****

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If to WKKC, to:

WKKC

One Kellogg Square

North Tower

Battle Creek, Michigan 49017

Attention: Office of Chief Legal Officer

Email: ****

Section 9.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.7 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.8 Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Schedule, and Appendix references are to the Articles, Sections, Schedules, and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, and Appendices) to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by applicable Law to close in Chicago, Illinois and New York City, New York; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to September 29, 2023.

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Section 9.9 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

Section 9.10 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.11 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.12 Performance. Kellanova will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Kellanova Group. WKKC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the WKKC Group. Each Party (including its permitted successors and assigns) further agrees that it will (i) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (ii) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement.

Section 9.13 Mutual Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

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

Exhibit 10.4

Execution Version

MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY

BY AND BETWEEN

KELLOGG COMPANY

AND

WK KELLOGG CO

DATED AS OF SEPTEMBER 29, 2023

TABLE OF CONTENTS

2

SCHEDULES

ANNEXES

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MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY

This MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY (this “Agreement”), effective as of the Effective Time, is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party,” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, the board of directors of Kellanova determined that it is in the best interest of Kellanova and its stockholders to create a new publicly traded company that shall operate the WKKC Business;

WHEREAS, in furtherance of the foregoing, Kellanova and WKKC entered into that certain Separation and Distribution Agreement (“SDA”), together with other ancillary transaction documents, to separate the WKKC Business from the Kellanova Business, including by transferring and/or reorganizing certain intellectual property assets to align with the allocation of ownership rights and other rights described herein;

WHEREAS, in connection with the separation of the WKKC Business from the Kellanova Business, Kellanova contributed the WKKC Brand IP to one or more members of the WKKC Group;

WHEREAS, the Parties desire to license to each other certain Brand-Related Intellectual Property on a perpetual basis, taking into consideration the overlapping usage by both the Kellanova Business and the WKKC Business in different Food and Beverage Categories in North America; and

WHEREAS, the licensing of all other intellectual property, including patents, trade secrets and know-how, between the Parties is governed by that certain Master Ownership and License Agreement Regarding Patents, Trade Secrets and Certain Related Intellectual Property, effective as of the Effective Time (“Non-Brand IP Agreement”).

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

ARTICLE I

DEFINITIONS

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the SDA. For the purpose of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall have the meaning set forth in the SDA.

“Agreement” shall have the meaning set forth in the Preamble.

“Bankruptcy Code” shall have the meaning set forth in Section 15.3.

“Bars & Other Bites” shall have the meaning set forth in Schedule 8.

“Brand IP” shall mean any Kellanova Brand IP or any WKKC Brand IP that is licensed under this Agreement by the Kellanova Group or the WKKC Group, as applicable, to the WKKC Group or Kellanova Group, as applicable.

“Brand-Related Intellectual Property” shall mean all registered and unregistered, statutory, common law, and other similar or equivalent rights subsisting now or in the future in any part of the world relating to the following: (a) trademarks, service marks, trade names, trade dress, trade names, logos, design elements, and other designations or indicia or origin or source, together with all registrations and all applications to register any of the foregoing, and all goodwill associated therewith (“Trademarks”); (b) original works of authorship in any medium of expression, whether or not published, all copyrights and copyrightable works therein, together with any moral rights related thereto, and all registrations and applications for registration of such copyrights thereof (collectively, “Copyrights”); (c) all other intellectual property or proprietary rights related to the Trademarks on Schedule 1 or brand expression, marketing or advertisement; (d) the right to bring any cause of action related to past, present, or future infringement, dilution, misappropriation, or violation of the foregoing (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the foregoing; and (e) rights to collect income, royalties, damages, or other payments under or on account of any of the foregoing. For the avoidance of doubt, all other intellectual property or proprietary rights other than Brand-Related Intellectual Property shall be governed by the Non-Brand IP Agreement.

“Brand Requirements” shall mean, with respect to any Licensed Mark, the Extended Requirements and NA Core Requirements, as applicable.

“Business Day” shall mean any day, other than a Saturday, Sunday, or federal holiday, on which banks are open for business in Chicago, Illinois and New York City, New York.

“Campaign” shall have the meaning set forth in Section 6.6(e)(i).

“Campaign Party” shall have the meaning set forth in Section 6.6(e)(i).

“Carriers” shall have the meaning set forth in Schedule 8.

“Carveout Period” shall mean each of the fiscal years ended January 2, 2020, January 1, 2022 and December 31, 2022 and the fiscal quarters ended April 2, 2022, July 2, 2022, April 1, 2023 and July 1, 2023.

“Cereal Bites” shall have the meaning set forth in Schedule 8.

“Claim” shall have the meaning set forth in Section 11.3.

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“Collateral Materials” shall mean any Copyright in product packaging, labels, artwork, advertising, marketing materials, website content or other promotional materials.

“Compliance Party” shall have the meaning set forth in Section 6.6(b)(i).

“Composite Mark” shall have the meaning set forth in Section 4.3(a).

“Confidential Information” shall have the meaning set forth in Section 13.1.

“Contractual Obligations” shall have the meaning set forth in Section 2.2.

“Cookies” shall have the meaning set forth in Schedule 8.

“Copyrights” shall have the meaning set forth in the definition of “Brand-Related Intellectual Property.”

“Costs” shall have the meaning set forth in Section 11.3.

“Crackers” shall have the meaning set forth in Schedule 8.

“Customer Forcing Event” shall have the meaning set forth in Section 7.2(d).

“Customers” shall have the meaning set forth in Section 10.1(a).

“Disclosing Party” shall have the meaning set forth in Section 13.1.

“Divert” shall have the meaning set forth in Section 10.1(a). “Diverting” and “Diversion” shall have correlative meaning.

“Diversion Damage” shall mean the amounts set forth on Schedule 6.

“Diversion Event” shall mean any instance of Diversion that occurs on or after January 1, 2025 at a specific retail location in a specific city (or in the event that any such retail location is not inside the boundaries of a city, such smaller regional definition, such as a village, town or township) in a specific month; provided, that any instance of Diversion of the same Licensed Product at a specific retailer (which could include multiple retail locations of such retailer) in a specific city in a specific month shall be considered one (1) Diversion Event; provided, further that any instance of Diversion by a specific retailer online or via e-commerce channels shall be deemed an instance of Diversion at a specific retail location in a specific city. For illustration purposes, the sale or offer for sale of five (5) different Licensed Products on or after January 1, 2025 at a specific retailer in a specific city that is outside a Permitted Field in a specific month shall be considered five (5) Diversion Events, whereas an instance of a single Licensed Product being sold or offered for sale on or after January 1, 2025 at five (5) retail locations of the same retailer in the same city in the same month shall be considered one (1) Diversion Event. Similarly, the sale or offer for sale of five (5) different Licensed Products on or after January 1, 2025 by a specific retailer solely online or via e-commerce channels that is outside a Permitted Field in a specific month shall be considered five (5) Diversion Events, whereas an instance of a single Licensed Product being sold or offered for sale on or after January 1, 2025 by the same retailer solely online or via e-commerce channels in the same month shall be considered one (1) Diversion Event.

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Notwithstanding the foregoing, in no event shall the sale or offer for sale of any Licensed Product by or on behalf of (a) Kellanova or any member of its Group in the applicable geographic boundaries specified in Schedule 6 or (b) WKKC or any member of its Group in the applicable geographic areas specified in Schedule 6, in each case, constitute a Diversion Event.

“Diversion Party” shall have the meaning set forth in Section 10.2(a).

“Diversion Payment” shall have the meaning set forth in Section 10.2(c).

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

“Enforcement Period” shall have the meaning set forth in Section 9.2(a).

“ER Change Notice” shall have the meaning set forth in Section 6.6(d)(i).

“ER Effective Date” shall have the meaning set forth in Section 6.6(d)(i).

“ER Implementation Date” shall have the meaning set forth in Section 6.6(d)(i).

“ER Mark” shall have the meaning set forth in Section 6.6(a).

“ER Owner” shall have the meaning set forth in Section 6.6(a).

“ER Update Date” shall have the meaning set forth in Section 6.6(d)(ii).

“Extended Requirements” shall mean the elements of a particular Licensed Mark applicable solely in North America as determined from time to time by the ER Owner. The Extended Requirements may include only the Permitted Elements as indicated on Schedule 3, and shall not include any other elements, including the examples of the Prohibited Elements as indicated on Schedule 3. For the avoidance of doubt, the Extended Requirements shall not apply to any use of Brand-Related Intellectual Property outside of North America.

“Filing Party” shall have the meaning set forth in Section 15.3.

“Food and Beverage Category” shall mean any food or beverage product fit for and intended for human consumption, including Bars & Other Bites, Cereal Bites, Carriers, Cookies, Crackers, Grahams, Granola, Hot Cereal, Muesli, Pastries, RTEC, and Salty Snacks.

“Force Majeure” shall have the meaning set forth in the SDA.

“Forcing Event” shall have the meaning set forth in Section 7.2(d).

“Governmental Authority” shall have the meaning set forth in the SDA.

“Government Forcing Event” shall have the meaning set forth in Section 7.2(d).

“Grahams” shall have the meaning set forth in Schedule 8.

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“Granola” shall have the meaning set forth in Schedule 8.

“Group” shall mean either the WKKC Group or the Kellanova Group, as the context requires.

“Harmed Party” shall have the meaning set forth in Section 10.2(a).

“Hot Cereal” shall have the meaning set forth in Schedule 8.

“House Mark” shall mean (a) the “KELLOGG’S” Trademark, (b) the “KELLOGG” Trademark, (c) the stylized, red logo of (a) and (b), (d) the stylized, red “K” Trademark, and (e) any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the foregoing or that are confusingly similar thereto.

“Kellanova” shall have the meaning set forth in the Preamble.

“Kellanova Brand IP” shall mean (a) the Kellanova-Owned Marks, and (b) the Kellanova Collateral Materials.

“Kellanova Business” shall have the meaning set forth in the SDA.

“Kellanova Carveout Products” shall mean each of the applicable Licensed Products identified by the SKUs set forth on Schedule 5.

“Kellanova Collateral Materials” shall mean any Collateral Material owned by Kellanova or any Subsidiary prior to the Effective Time, other than the WKKC Collateral Materials.

“Kellanova Current Product” shall have the meaning set forth in Section 7.2(c)(i).

“Kellanova Derivative Marks” shall have the meaning set forth in Section 4.1(a).

“Kellanova Derivative Works” shall have the meaning set forth in Section 4.1(c)(i).

“Kellanova Group” shall have the meaning set forth in the SDA.

“Kellanova Indemnified Parties” shall have the meaning set forth in Section 11.3.

“Kellanova-Licensed Prefixes” shall mean the UPC Prefixes 38000, 64100, and 193908.

“Kellanova Non-Food and Beverage Program” shall have the meaning set forth in Section 8.1(b).

“Kellanova-Owned Marks” shall mean the Trademarks owned by Kellanova or any Subsidiary prior to the Effective Time, other than the WKKC-Owned Marks. The Kellanova-Owned Marks shall include (a) for each of the brands for which Kellanova is identified as the Legal Owner solely outside North America in Schedule 1, the rights outside North America to the corresponding Trademarks set forth on Annex A, (b) for each of the brands for which Kellanova is identified as the Legal Owner both in and outside North America in Schedule 1, the corresponding Trademarks set forth on Annex A, (c) the House Mark and corresponding Trademarks set forth on Annex A, (d) the Kellanova Derivative Marks, and (e) any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the foregoing (or that are confusingly similar thereto) and existing as of the Effective Time and thereafter (excluding, in the case of clause (a), any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the foregoing (or that are confusingly similar thereto) solely in North America).

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“Kellanova-Owned Prefixes” shall mean all Universal Product Code prefixes (“UPC Prefixes”) used or held for use by Kellanova or any Subsidiary as of the Effective Time, other than the WKKC-Owned Prefixes.

“Kellanova Territory” shall mean worldwide.

“Law” shall have the meaning set forth in the SDA.

“Legal Owner” shall mean the legal owner of all right, title, and interest in and to any Brand-Related Intellectual Property in a specific jurisdiction.

“Licensed Mark” shall mean any Kellanova-Owned Mark or any WKKC-Owned Mark that is licensed under this Agreement by Kellanova or WKKC, as applicable, to WKKC or Kellanova, as applicable.

“Licensed Product” shall mean any product that bears or is sold or offered for sale under any Licensed Mark.

“Licensee” shall mean, with reference to any Licensed Mark, the Party (or any of its successors or permitted assigns) to which such Licensed Mark is licensed by the other Party hereunder.

“Licensee Requested Registration” shall have the meaning set forth in Section 9.1(c).

“Licensor” shall mean, with reference to any Licensed Mark, the Party (or any of its successors or permitted assigns) which licenses any such Licensed Mark to the other Party hereunder.

“Maintenance Notice” shall have the meaning set forth in Section 9.1(d)(ii).

“Media Inquiry Notice” shall have the meaning set forth in Section 7.3(b).

“Monitoring Party” shall have the meaning set forth in Section 6.1(b).

“Muesli” shall have the meaning set forth in Schedule 8.

“Multi-Pack Version” shall mean a product sold or offered for sale under a particular UPC Prefix that consists of multiple quantities of one or more particular products using that same UPC Prefix.

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“NA Core Mark” shall mean any Licensed Mark identified as an “NA Core Asset” in Schedule 1.

“NA Core Requirements” shall mean the elements of an NA Core Mark in North America as set forth in Schedule 2.

“Net Sales” shall mean Net Sales computed in accordance with U.S. Generally Accepted Accounting Principles consistently applied by a company in its historical financial statements.

“Non-Brand IP Agreement” shall have the meaning set forth in the Recitals.

“Non-Compliance Party” shall have the meaning set forth in Section 6.1(b).

“Non-Filing Party” shall have the meaning set forth in Section 15.3.

“Non-Food and Beverage Program” shall mean any use or application of, or program involving, a Licensed Mark on or in connection with apparel, motion pictures, television or other broadcast program (digital or otherwise), mobile games, video games, or similar collateral works, other than any use or application of, programs or promotional partnerships involving, a Licensed Mark in the advertising or marketing of a Licensed Product in a Food and Beverage Category (e.g., a television commercial or other digital advertising for a Licensed Product does not by itself constitute a Non-Food and Beverage Program). Non-Food and Beverage Program shall include any promotion or sweepstakes involving tangible or intangible items of value (e.g., t-shirts, toys, bowls) in connection with the development, production, promotion, marketing, distribution, or sale of Licensed Products in a Food and Beverage Category. To the extent that any Non-Food and Beverage Program of a Party incorporates, makes reference to, or involves a Food and Beverage Category product, any such Food and Beverage Category product must be within such Party’s Permitted Field(s).

“North America” shall mean:

(a) Any country in the geographic boundary indicated on Annex D;

(b) United States or Canadian embassies and military installations as they exist from time to time (but solely for the consumption of any Food and Beverage Category product permitted under this Agreement on-site of any such embassy or military installation and excluding the development, production, promotion, marketing, distribution, or sale of products permitted under this Agreement in the country or territory on which any such embassy or military installation resides unless any such embassy or military installation is located in a country or territory otherwise covered by this (a), (c) or (d));

(c) United States Minor Outlying Islands (Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, Wake Island); and

(d) United States Territories and Freely Associated States as they exist at the Effective Time, which include American Samoa, The Commonwealth of the Northern Mariana Islands, Guam, Federated States of Micronesia, Republic of the Marshall Islands, Republic of Palau.

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As of the Effective Time, North America is comprised of the following countries: United States (including the District of Columbia, and its territories, possessions and military installations), Canada, Anguilla, Antigua, Aruba, the Bahamas, Barbados, Barbuda, Bermuda, Bonaire, British Virgin Islands (Tortola, Virgin Gorda, Anegada, Jost Van Dyke), Cayman Islands, Curacao, Cuba, Dominica, Dominican Republic, French Guyana, Grenada, The Grenadines, Guadeloupe, Guyana, Haiti, Jamaica, Martinique, Montserrat, Puerto Rico, Saba, Saint Kitts and Nevis, St. Lucia, Saint Martin, Sint Maarten, St. Vincent, Suriname, Trinidad and Tobago, Turks and Caicos, U.S. Virgin Islands (St. Thomas, St. Croix, St. John), Saint Barthelemy, Sint Eustatius, Federated States of Micronesia (FSM), the Republic of the Marshall Islands (RMI), and the Republic of Palau (Palau).

For the avoidance of doubt, if during the Term of this Agreement, a country that is included in North America changes its name, such country shall nonetheless be included in North America.

“Nostalgic Mark” shall have the meaning set forth in Section 6.6(e)(i).

“Other Categories” shall mean any Food and Beverage Category other than Bars & Other Bites, Cereal Bites, Carriers, Cookies, Crackers, Grahams, Granola, Hot Cereal, Muesli, Pastries, RTEC, and Salty Snacks.

“Pandemic Measures” shall have the meaning set forth in the SDA.

“Party”/“Parties” shall have the meaning set forth in the Preamble.

“Pastries” shall have the meaning set forth in Schedule 8.

“Permitted Food Requirements” shall have the meaning set forth in Section 6.6(b)(ii).

“Permitted Fields” shall have the meaning set forth in Section 10.1(a)(i).

“Person” shall have the meaning set forth in the SDA.

“Primary Enforcing Party” shall have the meaning set forth in Section 9.2(b)(i).

“Quality Control Standards” shall have the meaning set forth in Section 6.1(a).

“Receiving Party” shall have the meaning set forth in Section 13.1.

“RTEC” shall have the meaning set forth in Schedule 8.

“Salty Snacks” shall have the meaning set forth in Schedule 8.

“SDA” shall have the meaning set forth in the Recitals.

“Seasonal Mark” shall have the meaning set forth in Section 6.6(e)(ii).

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“Secondary Enforcing Party” shall have the meaning set forth in Section 9.2(b)(ii).

“Sell-Off Period” shall have the meaning set forth in Section 12.3.

“Selling Party” shall have the meaning set forth in Section 11.1.

“Sublicensee” shall have the meaning set forth in Section 2.9.

“Subsidiary” shall have the meaning set forth in the SDA.

“Trademarks” shall have the meaning set forth in the definition of “Brand-Related Intellectual Property.”

“UPC Prefixes” shall have the meaning set forth in the definition of “Kellanova-Owned Prefixes.”

“Use Notice” shall have the meaning set forth in Section 6.6(c).

“Virtual Program” shall have the meaning set forth in Schedule 4.

“WKKC” shall have the meaning set forth in the Preamble.

“WKKC Brand IP” shall mean (a) the WKKC-Owned Marks, and (b) the WKKC Collateral Materials.

“WKKC Business” shall have the meaning set forth in the SDA.

“WKKC Carveout Products” shall mean each of the applicable Licensed Products identified by the SKUs set forth on Schedule 5.

“WKKC Collateral Materials” shall mean any Collateral Material owned by Kellanova or any Subsidiary prior to the Effective Time and that are exclusively used or exclusively held for use with products bearing or sold or offered for sale under any WKKC-Owned Mark.

“WKKC Current Product” shall have the meaning set forth in Section 7.2(b)(i).

“WKKC Derivative Marks” shall have the meaning set forth in Section 4.2(a).

“WKKC Derivative Works” shall have the meaning set forth in Section 4.2(c)(i).

“WKKC Group” shall have the meaning set forth in the SDA.

“WKKC Indemnified Parties” shall have the meaning set forth in Section 11.4.

“WKKC-Licensed Prefixes” shall mean the UPC Prefixes 18627, 884623, and 856416.

“WKKC Non-Food and Beverage Program” shall have the meaning set forth in Section 8.1(a).

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“WKKC-Owned Marks” shall mean (a) for each of the brands for which WKKC is identified as the Legal Owner in North America on Schedule 1, the rights in North America to the corresponding Trademarks set forth on Annex B, (b) any WKKC Derivative Marks, and (c) any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the foregoing (or that are confusingly similar thereto) solely in North America and existing as of the Effective Time and thereafter.

“WKKC-Owned Prefixes” shall mean the UPC Prefixes listed on Schedule 7.

ARTICLE II

LICENSES TO WKKC

2.1 License to Kellanova-Owned Marks in North America. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the exclusive (even as to the Kellanova Group in specific Food and Beverage Categories), non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (other than as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to use the Kellanova-Owned Marks, alone or in conjunction with the House Mark (to the extent allowed pursuant to Schedule 1), in connection with the development, production, promotion, marketing, distribution, or sale of products in North America in those certain Food and Beverage Categories set forth in Schedule 1.

2.2 License to Kellanova-Owned Marks for Carveout Products in North America. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the exclusive (even as to the Kellanova Group solely with respect to the applicable WKKC Carveout Product(s)), non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (other than as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2 or as specified herein) right and license to use the Kellanova-Owned Marks, alone or in conjunction with the House Mark (to the extent allowed pursuant to Schedule 1), in connection with the production, promotion, marketing, distribution, or sale of the WKKC Carveout Product(s), solely via the applicable channels and jurisdictions in North America in which any such WKKC Carveout Product(s) were sold during the Carveout Period and solely to the extent that the Kellanova-Owned Marks were used with any such WKKC Carveout Product(s) during the Carveout Period. WKKC acknowledges and agrees that (a) the right of the WKKC Group to use any Kellanova-Owned Mark in connection with any WKKC Carveout Product(s) that is sold by or on behalf of the WKKC Group pursuant to any contractual obligation entered into prior to the Effective Time (“Contractual Obligation”) shall terminate upon the expiration or termination of any such Contractual Obligation by its terms, and (b) WKKC shall not, and shall not permit any Person on its behalf or on behalf of any member of its Group to, renew or extend any such Contractual Obligation (or if such Contractual Obligation is subject to auto-renewal, WKKC shall, and shall cause any Person on its behalf or on behalf of any member of its Group, to duly elect non-renewal at the earliest opportunity).

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2.3 License to House Mark as a Brand. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the exclusive (even as to the Kellanova Group in specific Food and Beverage Categories), non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (other than as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right, and license to use the House Mark in North America as set forth in Schedule 1.

2.4 License to House Mark as a Trade Name. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the non-exclusive, non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (except as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to use the House Mark solely in its singular form “KELLOGG” as part of the “WK KELLOGG” trade name, DBA or business name throughout the world.

2.5 License to Kellanova-Owned Marks for WKKC Non-Food and Beverage Programs and Virtual Programs. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the non-exclusive, non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (except as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to use the Kellanova-Owned Marks for which WKKC is the ER Owner solely in connection with WKKC’s rights under Section 8.1 with respect to a WKKC Non-Food and Beverage Program in North America and WKKC’s rights under Schedule 4 with respect to a Virtual Program.

2.6 License to Kellanova Collateral Materials. Subject to the terms and conditions of this Agreement, Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants to the WKKC Group the non-exclusive, non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (except as expressly permitted by Section 2.9), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to copy, publicly display, publicly perform, distribute, and prepare derivative works of the Kellanova Collateral Materials in North America solely in connection with the development, production, promotion, marketing, distribution, or sale of any product bearing or sold or offered for sale under any Kellanova-Owned Mark licensed by the Kellanova Group to the WKKC Group under Section 2.1, Section 2.2, Section 2.3 or Section 2.5.

2.7 Exclusivity. For the avoidance of doubt, the license to the Kellanova-Owned Marks granted in Section 2.1, Section 2.2, and Section 2.3 is exclusive even as to the Kellanova Group with respect to the certain Food and Beverage Categories in North America specified in Schedule 1. Kellanova shall not, and shall not permit any Person on its behalf or on behalf of any member of its Group to, use the Kellanova-Owned Marks in violation of the exclusivity granted to the WKKC Group in this Agreement, including as described on Schedule 1. Any violation of this Section 2.7 by the Kellanova Group (excluding any Diversion addressed by Article X) shall constitute a material breach of this Agreement by Kellanova. Any license granted by Kellanova or any Subsidiary in violation of this Section 2.7 shall be null and void and of no effect.

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2.8 License Restrictions. For the avoidance of doubt (a) the license from the Kellanova Group to the WKKC Group granted herein does not include any right to any Brand-Related Intellectual Property not expressly referenced in Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.5, or Section 2.6; and (b) Kellanova does not purport to grant any rights it or any member of its Group does not own (whether registrations or applications to register any Trademark or Copyright, common law rights or similar rights) to any Kellanova Brand IP in North America; provided, that in no event shall the absence of any registration or application for registration of any Kellanova Brand IP in any jurisdiction in North America be deemed an exclusion to the scope of Brand-Related Intellectual Property rights licensed to the WKKC Group hereunder.

2.9 Sublicensing Rights. Each member of the WKKC Group may sublicense its rights under this Agreement to any Person (each such Person, a “Sublicensee”); provided, that all of the obligations and limitations imposed on WKKC or any member of its Group pursuant to this Agreement (including those relating to quality control) shall be binding upon any Sublicensee of WKKC or any member of its Group on the same basis, and to the same extent, as they are binding upon WKKC or any member of its Group, and WKKC or any member of its Group shall be responsible for, and shall ensure its Sublicensees’ compliance, therewith. WKKC or any member of its Group shall remain fully liable for any acts or omissions of its Sublicensees as if undertaken by WKKC or any member of its Group itself, and shall be jointly and severally liable for any damages caused to the Kellanova Group as a result thereof.

ARTICLE III

LICENSES TO KELLANOVA

3.1 License to WKKC-Owned Marks in the Kellanova Territory. Subject to the terms and conditions of this Agreement, WKKC, on behalf of itself or any applicable Subsidiary, hereby grants to the Kellanova Group the exclusive (even as to the WKKC Group in specific Food and Beverage Categories), non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (other than as expressly permitted by Section 3.6), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to use the WKKC-Owned Marks, alone or in conjunction with the House Mark (to the extent allowed pursuant to Schedule 1), in connection with the development, production, promotion, marketing, distribution, or sale of products in the Kellanova Territory in those certain Food and Beverage Categories set forth in Schedule 1.

3.2 License to WKKC-Owned Marks for Carveout Products. Subject to the terms and conditions of this Agreement, WKKC, on behalf of itself or any applicable Subsidiary, hereby grants to the Kellanova Group the exclusive (even as to the WKKC Group solely with respect to any applicable Kellanova Carveout Product(s)), non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (other than as expressly permitted by Section 3.6), royalty-free, fully paid-up, perpetual (subject to Section 12.2 or as specified herein) right and license to use the WKKC-Owned Marks, alone or in conjunction with the House Mark (to the extent allowed pursuant to Schedule 1), in connection with the production, promotion, marketing, distribution, and/or sale of the Kellanova Carveout Product(s), solely via the applicable channels and jurisdictions in North America in which any such Kellanova Carveout Product(s) were sold during the Carveout Period and solely to the extent that the WKKC-Owned Marks were used with any such Kellanova Carveout Product(s) during the Carveout Period.

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Kellanova acknowledges and agrees that (a) the right of the Kellanova Group to use any WKKC-Owned Mark in connection with any Kellanova Carveout Product(s) that is sold by or on behalf of the Kellanova Group pursuant to any Contractual Obligation shall terminate upon the expiration or termination of any such Contractual Obligation by its terms, and (b) Kellanova shall not, and shall not permit any Person on its behalf or on behalf of any member of its Group to, renew or extend any such Contractual Obligation (or if such Contractual Obligation is subject to auto-renewal, Kellanova shall, and shall cause any Person on its behalf or on behalf of any member of its Group, to duly elect non-renewal at the earliest opportunity).

3.3 License to WKKC Collateral Materials. Subject to the terms and conditions of this Agreement, WKKC, on behalf of itself or any applicable Subsidiary, hereby grants to the Kellanova Group the non-exclusive, non-transferable (except as expressly permitted by Section 15.2), non-sublicensable (except as expressly permitted by Section 3.6), royalty-free, fully paid-up, perpetual (subject to Section 12.2) right and license to copy, publicly display, publicly perform, distribute, and prepare derivative works of any WKKC Collateral Materials in the Kellanova Territory solely in connection with the development, production, promotion, marketing, distribution, or sale of any product bearing or sold or offered for sale under any WKKC-Owned Mark licensed by the WKKC Group to the Kellanova Group under Section 3.1 and Section 3.2.

3.4 Exclusivity. For the avoidance of doubt, the license to the WKKC-Owned Marks granted in Section 3.1 and Section 3.2 is exclusive even as to the WKKC Group with respect to the certain Food and Beverage Categories in the Kellanova Territory specified in Schedule 1. WKKC shall not, and shall not permit any Person on its behalf or on behalf of any member of its Group to, use the WKKC-Owned Marks in violation of the exclusivity granted to the Kellanova Group in this Agreement, including as described on Schedule 1. Any violation of this Section 3.4 by the WKKC Group (excluding any Diversion addressed by Article X) shall constitute a material breach of this Agreement by WKKC. Any license granted by WKKC or any Subsidiary in violation of this Section 3.4 shall be null and void and of no effect.

3.5 License Restrictions. For the avoidance of doubt: (a) the licenses from the WKKC Group to the Kellanova Group granted herein does not include any right to any Brand-Related Intellectual Property not expressly referenced in Section 3.1, Section 3.2, and Section 3.3; and (b) WKKC does not purport to grant any rights it or any member of its Group does not own (whether registrations or applications to register any Trademark or Copyright, common law rights or similar rights) to any WKKC Brand IP in the Kellanova Territory; provided, that in no event will the absence of any registration or application for registration of any WKKC Brand IP in any jurisdiction in the Kellanova Territory be deemed an exclusion to the scope of Brand-Related Intellectual Property rights licensed to the Kellanova Group hereunder.

3.6 Sublicensing Rights. Each member of the Kellanova Group may sublicense its rights under this Agreement to any Sublicensee; provided, that all of the obligations and limitations imposed on Kellanova and any member of its Group pursuant to this Agreement (including those relating to quality control) shall be binding upon any Sublicensee of Kellanova or any member of its Group on the same basis, and to the same extent, as they are binding upon Kellanova or any member of its Group, and Kellanova or any member of the Kellanova Group shall be responsible for, and shall ensure its Sublicensees’ compliance, therewith. Each member of the Kellanova Group shall remain fully liable for any acts or omissions of its Sublicensees as if undertaken by Kellanova or any member of its Group, and shall be jointly and severally liable for any damages caused to the WKKC Group as a result thereof.

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ARTICLE IV

OWNERSHIP

4.1 Ownership of Brand-Related Intellectual Property by Kellanova.

(a) Ownership of Kellanova Derivative Marks. WKKC acknowledges and agrees that as between Kellanova and WKKC, Kellanova or one of its Subsidiaries shall own all right, title and interest in and to any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the Kellanova-Owned Marks that are created, developed, adopted or used by or on behalf of WKKC or any member of its Group pursuant to the license granted to it in Article II, other than the “WK KELLOGG” Trademark (“Kellanova Derivative Marks”). WKKC, on its behalf or on behalf of an applicable member of its Group, hereby irrevocably assigns, transfers, and conveys to Kellanova the Kellanova Derivative Marks for no additional consideration. For the avoidance of doubt, the Kellanova Derivative Marks shall be included in the license of the Kellanova-Owned Marks granted to the WKKC Group in Article II.

(b) Acknowledgement and Reservation of Rights. WKKC acknowledges and agrees that as between Kellanova and WKKC: (i) Kellanova or one its Subsidiaries, as applicable, shall be the sole and exclusive owner of the Kellanova Brand IP, together with all goodwill associated with the Kellanova Brand IP; and (ii) all right, title, and interest in and to the Kellanova Brand IP, other than the rights granted to the WKKC Group pursuant to this Agreement, are reserved to Kellanova and its Subsidiaries for their own use and benefit. The Parties hereby acknowledge and agree that use of the Kellanova Brand IP by or on behalf of the WKKC Group shall be considered as use by Kellanova and its Subsidiaries, as applicable, and all goodwill arising from or on behalf of WKKC’s or its Subsidiaries’ use of the Kellanova Brand IP shall inure solely to the benefit of Kellanova and its Subsidiaries. WKKC and its Subsidiaries shall not acquire any rights of any nature in or to the Kellanova Brand IP, the goodwill associated with the Kellanova Brand IP, or any other Brand-Related Intellectual Property owned by Kellanova and its Subsidiaries, other than the limited rights granted herein.

(c) Excluded Kellanova Brand-Related Intellectual Property.

(i) WKKC acknowledges and agrees that as between Kellanova and WKKC, Kellanova or a member of its Group shall own all right, title and interest in and to any derivative works of any WKKC Collateral Materials licensed in Section 3.3 that are developed by or on behalf of Kellanova or any member of its Group following the Effective Time (solely to the extent such derivative work(s) is separable from the underlying work from which it was derived) (“Kellanova Derivative Works”). Kellanova or any member of the Kellanova Group shall not be required to share with, or make available to, WKKC or any member of the WKKC Group any Kellanova Derivative Works. Kellanova and the members of the Kellanova Group agree not to assert or enforce any Brand-Related Intellectual Property in any such specific Kellanova Derivative Works against the WKKC Group based on similarities between any such specific Kellanova Derivative Works and any Collateral Materials developed or created by WKKC or any member of the WKKC Group (or any Person on its behalf) that incorporate the WKKC-Owned Marks from which such Kellanova Derivative Works were derived.

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(ii) Any new Trademark created or developed by Kellanova or any member of its Group following the Effective Time that neither embodies nor is derived from any Kellanova-Owned Mark licensed to the WKKC Group pursuant to Article II or WKKC-Owned Mark shall be owned by Kellanova or one of its Subsidiaries, as applicable, and shall not be included in the licenses granted to the WKKC Group under this Agreement.

4.2 Ownership of Brand-Related Intellectual Property by WKKC.

(a) Ownership of WKKC Derivative Marks. Kellanova acknowledges and agrees that as between WKKC and Kellanova, WKKC or one of its Subsidiaries shall own all right, title and interest in North America in and to any acronyms, translations, transliterations, derivations, stylized versions, or variations of any of the WKKC-Owned Marks that are created, developed, adopted or used by or on behalf of Kellanova or any member of its Group pursuant to the license granted to it in Section 3.1 and Section 3.2 (“WKKC Derivative Marks”). Kellanova, on behalf of itself or on behalf of an applicable member of its Group, hereby irrevocably assigns, transfers, and conveys to WKKC the WKKC Derivative Marks for no additional consideration. For the avoidance of doubt, the WKKC Derivative Marks shall be included in the license of the WKKC-Owned Marks granted to the Kellanova Group in Section 3.1 and Section 3.2.

(b) Acknowledgement and Reservation of WKKC Rights. Kellanova acknowledges and agrees that as between WKKC and Kellanova: (i) WKKC or one its Affiliates, as applicable, shall be the sole and exclusive owner of the WKKC Brand IP, together with all goodwill associated with the WKKC Brand IP; and (ii) all right, title, and interest in and to the WKKC Brand IP, other than the rights granted to Kellanova and its Affiliates pursuant to this Agreement, are reserved to WKKC and its Affiliates for their own use and benefit. The Parties hereby acknowledge and agree that use of the WKKC Brand IP by or on behalf of the Kellanova Group shall be considered as use by WKKC and its Subsidiaries, as applicable, and all goodwill arising from or on behalf of Kellanova’s or its Subsidiaries’ use of the WKKC Brand IP shall inure solely to the benefit of WKKC and its Subsidiaries. Kellanova and its Subsidiaries shall not acquire any rights of any nature in or to the WKKC Brand IP, the goodwill associated with the WKKC Brand IP, or any other Brand-Related Intellectual Property owned by WKKC and its Subsidiaries, other than the limited rights granted herein.

(c) Excluded WKKC Brand-Related Intellectual Property.

(i) Kellanova acknowledges and agrees that as between WKKC and Kellanova, WKKC or a member of its Group shall own all right, title and interest in and to any derivative works of any Kellanova Collateral Materials licensed in Section 2.6 that are developed by or on behalf of WKKC or any member of its Group following the Effective Time (solely to the extent such derivative work(s) is separable from the underlying work from which it was derived) (“WKKC Derivative Works”).

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WKKC or any member of the WKKC Group shall not be required to share with, or make available to, Kellanova or any member of the Kellanova Group any WKKC Derivative Works. WKKC and the members of the WKKC Group agree not to assert or enforce any Brand-Related Intellectual Property in any such specific WKKC Derivative Works against the Kellanova Group based on similarities between any such specific WKKC Derivative Works and any Collateral Materials developed or created by Kellanova or any member of the Kellanova Group (or any Person on its behalf) that incorporate the Kellanova-Owned Marks from which such WKKC Derivative Works were derived.

(ii) Any new Trademark created or developed by or on behalf of WKKC or any member of its Group following the Effective Time that neither embodies nor is derived from any WKKC-Owned Mark or Kellanova-Owned Mark licensed to the WKKC Group pursuant to Article II shall be owned by WKKC or any member of its Group, as applicable, and shall not be included in the licenses granted to the Kellanova Group under this Agreement.

4.3 Composite Marks.

(a) The Parties acknowledge and agree that certain uses of Kellanova-Owned Marks or WKKC-Owned Marks constitute composite Trademarks, a constituent element of which includes a word, logo, or slogan that constitutes a discrete Trademark that is owned by the other Party (each, a “Composite Mark”). The Parties acknowledge and agree that the ownership arrangements with respect to Composite Marks to which the Parties have agreed are for convenience and a Party’s ownership of a Composite Mark does not confer on such Party any ownership interest or other rights in any such constituent element of such Composite Mark that constitutes a discrete Trademark of the other Party. For example, “KELLOGG’S ALL-BRAN” constitutes a Composite Mark, of which WKKC’s ownership in the “ALL-BRAN” Trademark does not confer on WKKC any ownership or other rights in “KELLOGG’S” Trademark, which constitutes a Kellanova-Owned Mark.

(b) Notwithstanding anything else to the contrary (including Section 9.1), other than any “WK KELLOGG” Trademark registered in accordance with this Agreement (which is excluded from this Section 4.3(b)), (i) a Party that owns any application or registration for a Composite Mark agrees to withdraw or cancel such application or registration of such Composite Mark in any jurisdiction as soon as reasonably practicable, and (ii) following the Effective Time, neither Party shall apply for or obtain any new application or registration for a Trademark that constitutes a Composite Mark.

4.4 Mutual Prohibitions.

(a) WKKC shall not, during the Term or thereafter, directly or indirectly: (i) attack, challenge, oppose, petition to cancel, or initiate legal action or proceedings in connection with any Kellanova Brand IP (including Kellanova’s ownership thereof); or (ii) except with respect to actions in furtherance of WKKC’s ownership rights in the WKKC Brand IP in North America in accordance with this Agreement, (A) apply for or seek to register any Kellanova Brand IP (other than the “WK KELLOGG” Trademark), or any acronyms, translations, transliterations, derivations, stylized versions, or variations of the foregoing or in any combination with any other words or images, or anything likely to cause confusion with the Kellanova Brand IP, or (B) file any document with any Governmental Authority or take any other action that would reasonably be expected to adversely affect Kellanova’s ownership of Kellanova Brand IP.

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(b) Kellanova shall not, during the Term or thereafter, directly or indirectly: (i) attack, challenge, oppose, petition to cancel, or initiate legal action or proceedings in connection with any WKKC Brand IP (including WKKC’s ownership thereof); (ii) apply for or seek to register any WKKC Brand IP, or any acronyms, translations, transliterations, derivations, stylized versions, or variations of the foregoing or in any combination with any other words or images, or anything likely to cause confusion with the WKKC Brand IP in North America; or (iii) file any document with any Governmental Authority or take any other action that would reasonably be expected to adversely affect WKKC’s ownership of the WKKC Brand IP in North America.

ARTICLE V

WKKC COVENANT

5.1 Restrictions on Food and Beverage Categories for WKKC. Notwithstanding anything else to the contrary, in no event shall WKKC use, or permit any Person to use, (a) the WKKC Brand IP, or (b) the Kellanova Brand IP licensed under Section 2.1, Section 2.2, or Section 2.3 in connection with the development, production, promotion, marketing, distribution, or sale of Cereal Bites, Cookies and Other Categories that are agglomerated and either (i) contain marshmallow or any marshmallow-flavored ingredient (collectively, “Marshmallow”), or (ii) are marketed as containing Marshmallow or Marshmallow flavor (e.g., “marshmallow flavored” or a name that implies similar flavor).

ARTICLE VI

BRAND PROTECTION

6.1 Quality Control.

(a) Each Licensee acknowledges the high standards and quality to which the Licensed Products have been consistently produced and the substantial goodwill of the Licensed Marks given such high standards and quality. In order to preserve the goodwill of the Licensed Marks, each Licensee agrees to maintain and preserve the quality of the Licensed Products consistent with practices utilized by Kellanova and its Subsidiaries prior to the Effective Time (collectively, “Quality Control Standards”).

(b) If a Party becomes aware of or reasonably suspects any non-compliance with any Quality Control Standards (the “Monitoring Party”) applicable to other Party (the “Non-Compliance Party”), the Monitoring Party shall provide notice to the Non-Compliance Party, which notice shall include reasonable support of such alleged non-compliance. The Non-Compliance Party shall have an opportunity to object to the Monitoring Party’s allegation of non-compliance, including by providing reasonable third-party quality control audits or reports providing evidence of compliance with the alleged applicable Quality Control Standards at issue.

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After taking into consideration any such objection or reports, the Parties shall cooperate in good faith to address and remediate any outstanding alleged non-compliance. If, after following the foregoing procedure, the Parties are unable to resolve any disputes regarding any alleged non-compliance, the Parties shall follow the dispute resolution procedures in Section 14.2.

6.2 Trademark Marking. Except where commercially impracticable to implement, Licensee shall mark, in a manner that is visible to the public, the use of the Licensed Marks (or in the case of multiple uses of any Licensed Mark in any particular materials, the first prominent use of such Licensed Mark) with (a) the superscript “R” symbol (®), “TM” symbol (TM), or “SM” symbol (SM), as applicable, and (b) such legend as Licensor may reasonably designate by written notice.

6.3 Compliance with Laws. Each Party agrees that its respective use of the Licensed Marks shall be conducted in accordance with all applicable Laws.

6.4 Brand Requirements. The use of a Licensed Mark by a Licensor and a Licensee will be subject at all times to any applicable Brand Requirements for such Licensed Mark.

6.5 Changes to NA Core Requirements. Any addition, change, or modification to the NA Core Requirements of a Licensed Mark requires the mutual, written consent of the Parties.

6.6 Extended Requirements.

(a) ER Owner. The Party that owns, controls or can make decisions regarding the Extended Requirements (“ER Owner”) of a specific Licensed Mark (“ER Mark”) is set forth on Schedule 1.

(b) Scope of Extended Requirements.

(i) The ER Owner shall have the right, in its sole discretion, to prescribe, change or modify the Extended Requirements of an applicable ER Mark at any time (provided that such Extended Requirements may include only the Permitted Elements as indicated on Schedule 3, and shall not include any other elements, including the examples of the Prohibited Elements as indicated on Schedule 3), which shall be implemented (subject to this Section 6.6) and followed by the ER Owner and the Licensor or Licensee (“Compliance Party”), as applicable, of such ER Mark.

(ii) Subject to Section 6.6(e)(iii), an ER Owner may prescribe food profile, ingredients, or flavor profile requirements for a Licensed Product bearing or sold or offered for sale under an applicable ER Mark only as identified on Schedule 1 (“Permitted Food Requirements”); provided, that the ER Owner shall not be permitted to prescribe any addition, change or modification to any applicable Permitted Food Requirement that would require the Compliance Party to develop or procure from the ER Owner (or a third party) any proprietary intellectual property (other than Brand-Related Intellectual Property licensed hereunder or intellectual property licensed under the Non-Brand IP Agreement) unless the ER Owner is able to (A) license to the Compliance Party on a royalty-free basis any such applicable intellectual property rights owned by the ER Owner for use solely as required in connection with the Permitted Food Requirement prescribed by the ER Owner, or (B) sublicense (or secure the grant of any such applicable, third-party intellectual property rights) to the Compliance Party on terms and conditions identical in all material respects with the terms and conditions applicable to the ER Owner taking into account the proportional uses of such third-party intellectual property rights by the ER Owner and Compliance Party, respectively.

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Other than the Permitted Food Requirements, an ER Owner shall not prescribe food profile, ingredients, or flavor profile for any product bearing or sold or offered for sale under an applicable ER Mark.

(iii) For the avoidance of doubt, in no event shall Kellanova be required to establish or follow Extended Requirements outside of North America.

(c) Applicability of Extended Requirements. The ER Owner shall not be required to establish (or follow) Extended Requirements of an ER Mark if the Compliance Party is not using a specific ER Mark in North America. During the Term, the Compliance Party shall communicate to the ER Owner any intended first use of an ER Mark in North America at least three (3) months prior to any such first intended use of an ER Mark. Following receipt of the Compliance Party’s intended first use of an applicable ER Mark in North America (“Use Notice”), the ER Owner shall provide the Compliance Party any applicable Extended Requirements (or confirm none), or to the extent not yet established, shall establish any applicable Extended Requirements for such ER Mark, within three (3) months of receipt of the Use Notice. If the ER Owner fails to communicate to the Compliance Party any Extended Requirements (or confirms none) for an applicable ER Mark within three (3) months of the Use Notice, the Compliance Party shall assume there are no applicable Extended Requirements for such ER Mark until such time as the ER Owner communicates any applicable Extended Requirements for such ER Mark, as specified in Section 6.6(d)(i). The Compliance Party shall comply with the timeline for implementation of Extended Requirements communicated by the ER Owner for an applicable ER Mark as specified in Section 6.6(d)(i). The Extended Requirements of any Licensed Mark in North America as prescribed by the applicable ER Owner shall not conflict with any NA Core Requirements, as applicable, for such Licensed Mark.

(d) Changes to the Extended Requirements.

(i) The ER Owner shall provide prior written notice (“ER Change Notice”) to the Compliance Party specifying any addition, change or modification to the Extended Requirements of an ER Mark no less than three (3) months prior to the effective date of any such addition, change or modification to the Extended Requirements of such ER Mark (“ER Effective Date”). The ER Owner and the Compliance Party shall comply with any additions, changes or modifications to any Extended Requirement no later than twenty-four (24) months after the ER Effective Date (“ER Implementation Date”); provided, that the ER Owner and the Compliance Party shall use commercially reasonable efforts to implement such additions, changes or modifications as promptly as practicable to the extent such implementation can be effected at minimal cost (e.g., a packaging change can be implemented at such time as another packaging change is to be performed or implemented).

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(ii) Notwithstanding the ER Owner’s right to add, change or modify any Extended Requirement of an ER Mark from time to time pursuant to an ER Change Notice, a Compliance Party shall not be required to implement any new additions, changes or modifications to the Extended Requirement(s) of an ER Mark earlier than three (3) years following the prior ER Implementation Date (“ER Update Date”). At the ER Update Date, the ER Owner shall implement any cumulative additions, changes or modifications to the Extended Requirement(s) of an ER Mark since the prior ER Effective Date which are specified in an applicable ER Change Notice.

(e) Exceptions to the Extended Requirements.

(i) In addition to the use of a Licensed Mark as permitted under this Agreement, WKKC and its Subsidiaries and Kellanova and its Subsidiaries (each Party, a “Campaign Party”) may each execute a previous version of a Trademark used by the Kellanova Group (including prior to the Effective Time) or the WKKC Group (including prior to the Effective Time), in each case, that was originally used as a Trademark for a Licensed Mark more than fifty (50) years prior to the date of the proposed re-use by WKKC and its Subsidiaries or Kellanova and its Subsidiaries, as applicable (“Nostalgic Mark”); provided, that any marketing campaign of a Licensed Product bearing or sold or offered for sale under any Nostalgic Mark shall not last more than twelve (12) months from the first sale of any Licensed Product bearing or sold or offered for sale under the Nostalgic Mark (“Campaign”) and upon the expiration of any such Campaign, the Campaign Party shall neither produce any new Licensed Products under the applicable Nostalgic Mark nor repeat such Campaign within a twenty-four (24) month period of the conclusion of the Campaign, in each case, subject to this Article VI. The use of a Nostalgic Mark for any Licensed Product by a Campaign Party may be in addition to any other permitted uses of a Licensed Mark by such Campaign Party.

(ii) In addition to the use of a Licensed Mark as permitted under this Agreement, WKKC and its Subsidiaries and Kellanova and its Subsidiaries may each execute a seasonal (e.g., time of year) or promotional (e.g., movie or sporting event) version of a Trademark included in a Licensed Mark (“Seasonal Mark”); provided, that any such Seasonal Mark shall not deviate from any applicable Brand Requirements of any such Licensed Mark more than necessary for the purposes of the promotion. For purposes of illustration, in the context of a football promotion with Tony the Tiger, a Party must maintain the Extended Requirements of Tony the Tiger, including Tony the Tiger’s nose color, body color, and body shape, but Tony the Tiger may wear a football uniform and may carry a football.

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(iii) In the event that an addition, change or modification to a Permitted Food Requirement of an ER Mark by an ER Owner requires that the ER Owner and the Compliance Party discontinue an existing SKU of a Licensed Product, the Compliance Party shall have the right to decline any such addition, change or modification to a Permitted Food Requirement solely for any such existing SKU of a Licensed Product marketed, sold or offered for sale under the affected ER Mark.

ARTICLE VII

DIGITAL MATTERS, UPCs AND MEDIA INQUIRIES

7.1 Digital Matters. The Legal Owner of the domain names, social media accounts and other digital properties associated with the Licensed Marks shall be set forth in Schedule 4. Each Party agrees that its use of the domain names, social media accounts and other digital properties shall be conducted in accordance with the guidelines to be set forth in Schedule 4.

7.2 UPCs.

(a) Ownership of UPC Prefixes. The Parties acknowledge and agree that as between Kellanova and WKKC, (i) Kellanova shall own the Kellanova-Owned Prefixes, and (ii) WKKC shall own the WKKC-Owned Prefixes.

(b) License of Kellanova Prefixes. Kellanova, on behalf of itself or any applicable Subsidiary, hereby grants the WKKC Group the right and license to use the Kellanova-Licensed Prefixes in connection with the development, production, promotion, marketing, distribution, or sale of the following products in North America:

(i) any Licensed Product marketed, sold or offered for sale by or on behalf of the WKKC Group as permitted under this Agreement and labeled with any Kellanova-Licensed Prefix as of the Effective Time (“WKKC Current Product”);

(ii) any temporary, seasonal, or promotional variant (e.g. a seasonal flavor) of a WKKC Current Product that is marketed, sold or offered for sale following the Effective Time; and

(iii) any Food and Beverage Category product launched following the Effective Time that consists of a Multi-Pack Version of a WKKC Current Product.

(c) License of WKKC Prefixes. WKKC, on behalf of itself or any applicable Subsidiary, hereby grants the Kellanova Group the right and license to use the WKKC-Licensed Prefixes in connection with the development, production, promotion, marketing, distribution, or sale of the following products in North America:

(i) any Licensed Product marketed, sold or offered for sale by or on behalf of the Kellanova Group as permitted under this Agreement and labeled with any WKKC-Licensed Prefix as of the Effective Time (“Kellanova Current Product”); (ii) any temporary, seasonal or promotional variant (e.g.

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a seasonal flavor) of a Kellanova Current Product that is marketed, sold or offered for sale following the Effective Time; and

(iii) any Food and Beverage Category product launched following the Effective Time that consists of a Multi-Pack Version of a Kellanova Current Product.

(d) Changes to the UPC Prefixes. Neither Party will be required to change any UPC Prefix for a WKKC Current Product (or temporary, seasonal, or promotional variant of the foregoing or Multi-Pack Version of the foregoing) or Kellanova Current Product (or temporary, seasonal, or promotional variant of the foregoing or Multi-Pack Version of the foregoing), as applicable, unless (i) a Party is subject to a formal requirement imposed by a Governmental Authority or industry-recognized governing body requiring the change of any such UPC Prefix by such Party (“Government Forcing Event”), or (ii) any customer that is a top five (5) customer of a Party (at the time of receipt of the request to change a UPC Prefix) requests that the other Party change a UPC Prefix used by the other Party with a WKKC Current Product (or temporary, seasonal, or promotional variant of the foregoing or Multi-Pack Version of the foregoing) or Kellanova Current Product (or temporary, seasonal, or promotional variant of the foregoing or Multi-Pack Version of the foregoing), as applicable, (a “Customer Forcing Event” and together with a Government Forcing Event, a “Forcing Event”)); provided, in the case of a Customer Forcing Event, Kellanova or WKKC, as applicable, shall use commercially reasonable efforts (which shall not include an obligation to incur any out-of-pocket costs, fees or expenses) to dissuade any such top five (5) customer from requiring any such change by WKKC of a Kellanova-Licensed Prefix or by Kellanova of a WKKC-Licensed Prefix, respectively. In the event of a Government Forcing Event or a Customer Forcing Event where the applicable Party was unsuccessful in dissuading such customer from requiring such change: (1) as it relates to any Kellanova-Licensed Prefix, WKKC shall change the applicable Kellanova-Licensed Prefix within twelve (12) months of such Forcing Event; and (2) as it relates to any WKKC-Licensed Prefix, Kellanova shall change the applicable WKKC-Licensed Prefix within twelve (12) months of such Forcing Event. Any documented, out-of-pocket costs incurred by a Party as a result of a Forcing Event will be split equally between WKKC and Kellanova. For purposes of this Section 7.2(d), out-of-pocket costs are limited to (A) artwork and design costs solely to change, update or modify the aspects of product packaging bearing or including a UPC Prefix (and the remainder of the packaging design remains the same), (B) payments and fees paid to customers arising solely from the UPC Prefix change, including placement fees, and (C) write-offs of packaging and finished product inventory that cannot be sold or used solely as a result of the UPC Prefix change; provided, that any such inventory has at least ninety (90) days of remaining shelf life upon its physical destruction, charitable donation, or other disposition.

7.3 Media Inquiries and Statements.

(a) Receipt of Media Inquiries. If a Party or any member of its Group receives a media inquiry that reasonably appears to be intended for the other Party as described in this Section, such Party or any member of its Group shall promptly provide any such media inquiry to the other Party.

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(b) Inquiries about Licensed Products. A Party shall be responsible for responding to any media inquiry that is primarily related to a Licensed Product that is marketed, sold or offered for sale by or on behalf of such Party or any member of its Group; provided, that to the extent the Selling Party of any such Licensed Product is not the ER Owner of the corresponding Licensed Mark, then the Selling Party shall consult in good faith with the ER Owner of the applicable Licensed Mark with respect to any such media inquiry. In any event where a Selling Party is required to consult with the ER Owner of an applicable Licensed Mark, such Selling Party shall use commercially reasonable efforts to provide notice to the applicable ER Owner as soon as reasonably practical of any media inquiry (“Media Inquiry Notice”), which shall include all information reasonably required for the ER Owner to provide feedback on any such media inquiry, including a deadline by when the ER Owner shall provide feedback (or confirm none). An applicable ER Owner shall respond promptly to any Media Inquiry Notice, and in any event, no later than the deadline provided in any such Media Inquiry Notice. If the applicable ER Owner does not respond to a Media Inquiry Notice by the deadline provided in such Media Inquiry Notice which would result in missing a media inquiry deadline by the Selling Party or would negatively impact the goodwill or reputation of the applicable Licensed Mark, then the Selling Party shall have the right to exercise reasonable business judgement in responding to the applicable media inquiry without feedback from the applicable ER Owner.

(c) Inquiries about Licensed Marks.

(i) The ER Owner of a Licensed Mark shall be responsible for responding to any media inquiry that is primarily related to the ER Owner’s ER Mark, except that any media inquiry about the House Mark shall be subject to the consultation process in Section 7.3(c)(ii), below.

(ii) With respect to a media inquiry primarily related to the House Mark, Kellanova shall consult in good faith with WKKC prior to any such response. Kellanova shall use commercially reasonable efforts to provide a Media Inquiry Notice to WKKC as soon as reasonably practical, which shall include all information reasonably required for WKKC to provide feedback on any such media inquiry, including a deadline by when WKKC shall provide feedback (or confirm none). WKKC shall respond promptly to any Media Inquiry Notice, and in any event, no later than the deadline provided in any such Media Inquiry Notice. If WKKC does not respond to a Media Inquiry Notice by the deadline provided in such Media Inquiry Notice which would result in Kellanova missing a media inquiry deadline or would negatively impact the goodwill or reputation of the House Mark, then Kellanova shall have the right to exercise reasonable business judgement in responding to the applicable media inquiry about the House Mark without feedback from WKKC.

(d) Notwithstanding the foregoing obligations to respond to media inquiries regarding a Licensed Mark or a Licensed Product, the Parties shall use commercially reasonable efforts to inform the other Party of any media inquiry that would reasonably result in negative media coverage of a Licensed Mark or a Licensed Product, or which would negatively impact the goodwill or reputation of a Licensed Mark.

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ARTICLE VIII

NON-FOOD AND BEVERAGE PROGRAMS

8.1 Non-Food and Beverage Programs in North America.

(a) WKKC and its Affiliates shall have the right to execute, or to grant third parties a license or sublicense, as applicable, to any Licensed Mark for which it is the ER Owner in North America in connection with a Non-Food and Beverage Program to be offered exclusively in some or all of the countries within North America (“WKKC Non-Food and Beverage Program”). For the avoidance of doubt, WKKC’s and its Affiliates’ right to execute or grant third parties a license or sublicense, as applicable, to a WKKC Non-Food and Beverage Program shall be limited to (i) those certain Trademarks for which WKKC is the ER Owner in North America, and (ii) to those certain jurisdictions within North America. Any WKKC Non-Food and Beverage Program shall comply with Article VI.

(b) Kellanova and its Affiliates shall have the right to execute, or to grant to third parties a license or sublicense, as applicable, to any Licensed Mark for which it is the ER Owner in North America in connection with a Non-Food and Beverage Program to be offered exclusively in some or all of the countries within North America (“Kellanova Non-Food and Beverage Program”). Any Kellanova Non-Food and Beverage Program shall comply with Article VI. For the avoidance of doubt, this Section 8.1(b) governs Kellanova’s and its Affiliates’ right to execute or grant third parties a license or sublicense, as applicable, to a Kellanova Non-Food and Beverage Program (i) with respect to those Trademarks for which Kellanova is the ER Owner in North America and (ii) in those certain jurisdictions within North America, and shall not govern or restrict Kellanova’s and its Affiliates’ right to execute, or to grant to third parties a license or sublicense, as applicable, to any intellectual property owned by Kellanova or any member of the Kellanova Group outside of North America (whether or not in connection with a Non-Food and Beverage Program).

(c) For the avoidance of doubt, in the event that Kellanova or any of its Affiliates, or WKKC or any of Affiliates, or any Person on their behalf, conducts or executes a Non-Food and Beverage Program, including any promotion or sweepstakes involving tangible or intangible items of value (e.g., t-shirts, toys, bowls) in connection with the development, production, promotion, marketing, distribution, or sale of products in North America in those certain Food and Beverage Categories permitted under this Agreement, any such Non-Food and Beverage Program shall comply with this Article VIII. For purposes of illustration, as the ER Owner of the “KASHI” Trademark, WKKC (or any Person on its behalf) may execute a Non-Food and Beverage Program involving the “KASHI” Trademark, such as, for example, giving away a “KASHI” t-shirt with the purchase of any “KASHI” RTEC Food and Beverage Category in North America.

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ARTICLE IX

MAINTENANCE, PROSECUTION AND ENFORCEMENT

9.1 Maintenance and Prosecution.

(a) WKKC-Owned Marks. Subject to Section 9.1(d), WKKC shall reasonably maintain the registrations for all WKKC-Owned Marks during the Term, and shall ensure that all post-registration filings and renewal applications, including any registration, renewal, or maintenance fees, required by any Governmental Authority or by applicable Law in connection with the foregoing are completed and paid in a timely manner. Kellanova shall, or shall cause an applicable member of its Group to, cooperate, as applicable, to provide information reasonably required by WKKC to submit to the relevant offices such post-registration filings and renewal applications, including, without limitation, specimens of the applicable WKKC-Owned Marks showing current usage of such Trademarks on any applicable Licensed Product. WKKC shall prepare and file new applications to register the WKKC-Owned Marks in WKKC’s name with any applicable Governmental Authority. WKKC shall keep Kellanova reasonably informed of progress with regard to the preparation, filing, prosecution, and maintenance of any WKKC-Owned Mark and shall provide Kellanova with copies of any reasonable documentation relating to the foregoing upon request by Kellanova. Subject to Section 9.1(c), all costs, fees and expenses associated with the filings, renewals, applications, registrations, and any other related activities or actions related to WKKC-Owned Marks under this Section 9.1(a) are to be borne by WKKC.

(b) Kellanova-Owned Marks. Subject to Section 9.1(d), Kellanova shall reasonably maintain the registrations for all Kellanova-Owned Marks licensed to the WKKC Group pursuant to Article II during the Term, and shall ensure that all post-registration filings and renewal applications, including any registration, renewal, or maintenance fees, required by any Governmental Authority or by applicable Law in connection with the foregoing are completed and paid in a timely manner. WKKC shall, or shall cause an applicable member of its Group to, cooperate, as applicable, to provide information reasonably required by Kellanova to submit to the relevant offices such post-registration filings and renewal applications, including, without limitation, specimens of applicable Kellanova-Owned Marks showing current usage of such Trademarks on any applicable Licensed Product. Kellanova shall prepare and file new applications to register the Kellanova-Owned Marks licensed to the WKKC Group pursuant to Article II in Kellanova’s name with any applicable Governmental Authority. Kellanova shall keep WKKC reasonably informed of progress with regard to the preparation, filing, prosecution, and maintenance of any Kellanova-Owned Mark licensed to the WKKC Group pursuant to Article II, and shall provide WKKC with copies of any reasonable documentation relating to the foregoing upon request by WKKC. Subject to Section 9.1(c), all direct and out-of-pockets costs, fees and expenses associated with the filings, renewals, applications, registrations, and any other related activities or actions related to the Kellanova-Owned Marks under this Section 9.1(b) shall be borne (i) by Kellanova, for such Trademarks for which it is the ER Owner, and (ii) WKKC, for such Trademarks for which it is ER Owner.

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(c) Licensee Requested Registration. A Licensee may request that an applicable Licensor apply to obtain a Trademark registration that is within the scope of the license granted to such Licensee (each such application and any resulting registration, a “Licensee Requested Registration”). The applicable Licensor will use commercially reasonable efforts to initiate the process to obtain a Licensee Requested Registration within thirty (30) Business Days of receipt of notice by Licensee of a Licensee Requested Registration, or notify the Licensee that there is an impediment to such registration. The Licensee will be responsible for all costs, fees and expenses, including clearance searches and filing fees and other reasonable costs, fees and expenses incurred by the applicable Licensor (including internal costs, fees and expenses) in connection with filing and prosecuting any Licensee Requested Registration, plus any future maintenance costs for such Licensee Requested Registration(s) pursuant to Section 9.1(a) and Section 9.1(b).

(d) Abandonment and Lapse of Trademarks.

(i) Notwithstanding Section 9.1(a) and Section 9.1(b), the Legal Owner of any Brand IP may let lapse or abandon any Trademark application or registration covering any Brand IP without the other Party’s consent; provided, that if a Legal Owner of any Trademark application or registration covering any Brand IP intends to file an express abandonment of any such Trademark application or express cancellation of any such Trademark registration, such Legal Owner shall provide the applicable Licensee with at least twenty (20) Business Days advanced, written notice.

(ii) A Licensee may, no more than once in a twelve (12)-month period, request confirmation from an applicable Legal Owner of the status of an applicable Trademark application or registration covering Brand IP licensed to it pursuant to this Agreement and in use by such Licensee or whose use by such Licensee is expected (based on documented, internally approved plans) in connection with a Licensed Product in the following twelve (12)-month period, including such Legal Owner’s then-current intention to continue maintaining the registration or application for, and selling products under, such Brand IP in the following twelve (12) months (“Maintenance Notice”), which response shall be provided by such Legal Owner within thirty (30) Business Days of receipt of the Maintenance Notice from such Licensee. If, following a response to a Maintenance Notice by a Legal Owner to a Licensee, such Legal Owner changes its intent with respect to the prosecution or maintenance of any Trademark application or registration included in a Maintenance Notice in the period covered in such Maintenance Notice, then such Legal Owner shall provide an update to the applicable Licensee as soon as reasonably practicable.

(iii) In the event that the Legal Owner of any Trademark application or registration intends to file an express abandonment of any such Trademark application or express cancellation of any such Trademark registration pursuant to Section 9.1(d)(i), or otherwise intends to let lapse any such Trademark registration or application pursuant to the notice provided by such Legal Owner pursuant to Section 9.1(d)(ii), an applicable Licensee shall have the right to take over the prosecution process or pay and manage the maintenance obligations with respect to any such Trademark registration or application on behalf of such Legal Owner, and such Legal Owner agrees to reasonably cooperate to assist the applicable Licensee with such prosecution and maintenance process.

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(iv) For the avoidance of doubt, a Legal Owner shall have no liability where (A) any item of its Brand IP is cancelled as a result of a third party’s administrative or judicial petition to cancel a Legal Owner’s Trademark registration or application covering such Legal Owner’s Brand IP, or (B) a Legal Owner’s Trademark application or registration covering such Legal Owner’s Brand IP lapses or is expressly abandoned or cancelled in accordance with this Section 9.1 and the applicable Licensee elected not to take over the prosecution or maintenance process on behalf of such Legal Owner.

9.2 Enforcement.

(a) WKKC Brand IP.

(i) Each Party shall promptly inform the other Party of any potential infringement, dilution, misappropriation or other violation of any WKKC Brand IP in North America or use of any Trademark that may reasonably lead to likelihood of confusion with any WKKC Brand IP in North America, or if either Party receives notice of any claim from any third party alleging that any WKKC Brand IP (or such Party’s use thereof) infringes, dilutes, misappropriates or otherwise violates the rights of a third party in North America. Within twenty (20) Business Days (“Enforcement Period”) of notice of any potential infringement, dilution, or other violation of any WKKC Brand IP in North America, WKKC shall have the first right to commence, control, or respond to any such action or claim, and the authority and sole control of the defense or settlement of such action or claim, including the negotiation, litigation, prosecution, or settlement of any such action or claim. WKKC and Kellanova shall share the documented, out-of-pocket costs, fees and expenses of any such action or claim, and all sums, profits and damages recovered from any such action or claim in proportion to the Net Sales in North America of Licensed Products bearing or sold or being offered for sale under the applicable WKKC Brand IP that is subject to such action or claim in the fiscal year prior to date of any such action or claim. Kellanova shall, and shall cause any member of its Group to, cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings. Without limiting the foregoing, WKKC shall not bring any action or claim against any Sublicensee of Kellanova or any member of its Group for any alleged infringement, dilution, misappropriation or other violation of any WKKC Brand IP by any Sublicensee of Kellanova or any member of its Group of which it becomes aware without first raising the issue with Kellanova or any member of its Group and providing Kellanova or any member of its Group with the first right to resolve such claim or dispute, and WKKC shall promptly inform Kellanova or any member of its Group if WKKC becomes aware of any such alleged issue involving any Sublicensee of Kellanova or any member of its Group.

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(ii) If WKKC declines to respond to a claim or to bring an action or proceeding (or fails to provide notice that it will not bring an action or proceeding) with respect to infringement, dilution, misappropriation or other violation of any WKKC Brand IP in North America of which it become aware, in each case, within the Enforcement Period, then Kellanova shall have the right to bring and control any such response, action, or proceeding, by counsel of its choosing. Kellanova acknowledges that in certain jurisdictions, only WKKC, as the Legal Owner of the WKKC Brand IP, can be named as a party to a dispute. In such instances, Kellanova shall initiate any such action or claim in the name of WKKC. To the extent Kellanova assumes control of any action or proceeding, all costs, fees and expenses associated with an action shall be at Kellanova’s sole cost and expense, and WKKC shall not receive any sums, profits or damages from such action or claim, and WKKC shall have no right to share in any amounts recovered by Kellanova. WKKC shall cooperate in connection with the foregoing, including consenting to being named as a party in any related court proceedings. WKKC shall approve any settlement in writing, which such consent shall not be unreasonably withheld.

(iii) Notwithstanding anything to the contrary, (A) neither WKKC nor Kellanova, as applicable, shall take any action in connection with an action or claim of infringement, dilution, misappropriation or other violation of any WKKC Brand IP that would materially deprive Kellanova or any member of its Group or WKKC or any member of its Group, as applicable, of the benefit of the use of the WKKC Brand IP, and (B) neither WKKC or any member of its Group nor Kellanova or any member of its Group, as applicable, shall settle any claim or dispute or enter into any settlement agreement or similar agreement without Kellanova’s or WKKC’s, as applicable, prior written consent, without which such consent shall not be unreasonably withheld.

(b) Kellanova Brand IP.

(i) Each Party shall promptly inform the other Party of any potential infringement, dilution, misappropriation or other violation of any Kellanova Brand IP licensed under this Agreement or use of any Trademarks that may reasonably lead to likelihood of confusion with any Kellanova Brand IP licensed under this Agreement, or if either Party receives notice of any claim from any third party alleging that any Kellanova Brand IP licensed under this Agreement (or such Party’s use thereof) infringes, dilutes, misappropriates or otherwise violates the rights of a third party. Where permitted under local Law, during the Enforcement Period, the ER Owner of an applicable Kellanova-Owned Mark that is the subject of a claim or dispute (or that is related to any Kellanova Collateral Materials that is the subject to the claim or dispute) shall have the first right to commence, control, or respond to any such action or claim, and the authority and sole control of the defense or settlement of such claim (a “Primary Enforcing Party”). WKKC and Kellanova shall share the documented, out-of-pocket costs, fees and expenses of any such action or claim and sums, profits and damages recovered from any such action or claim in proportion to the Net Sales in North America of the Licensed Products bearing or sold or being offered for sale under the applicable Kellanova Brand IP in the fiscal year prior to date of any such action or claim. WKKC acknowledges that in certain jurisdictions, only Kellanova, as the Legal Owner of the Kellanova Brand IP, can be named as a party to a dispute. In such instances, where WKKC is the Primary Enforcing Party, WKKC shall initiate any such action in the name of Kellanova.

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Where WKKC is the Primary Enforcing Party, Kellanova shall, and shall cause any member of its Group to, cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings. WKKC shall provide Kellanova copies of all notices, complaints, court proceedings, and other documentation relating to the foregoing. Without limiting the foregoing, the Primary Enforcing Party shall not bring any action or claim against any Sublicensee of the other Party or any member of such Party’s Group for any alleged infringement, dilution, misappropriation or other violation of any Kellanova Brand IP by any Sublicensee of the other Party or any member of such Party’s Group of which it becomes aware without first raising the issue with the other Party or any member of such Party’s Group and providing the other Party or any member of such Party’s Group with the first right to resolve such claim or dispute, and the Primary Enforcing Party shall promptly inform the other Party or any member of its Group if the Primary Enforcing Party becomes aware of any such alleged issue involving any Sublicensee of the other Party or any member of its Group.

(ii) If the Primary Enforcing Party declines to respond to a claim or to bring an action or proceeding (or fails to provide notice that it will not bring an action or proceeding) with respect to infringement, dilution, misappropriation or other violation of any Kellanova Brand IP, in each case, within the Enforcement Period, then WKKC, if Kellanova is the Primary Enforcing Party, or Kellanova, if WKKC is the Primary Enforcing Party (each, a “Secondary Enforcing Party”) shall have the right to bring and control any such action or proceeding, by counsel of its choosing. To the extent the Secondary Enforcing Party assumes such control, all costs, fees and expenses associated with an action or claim shall be at the Secondary Enforcing Party’s sole cost and expense, and the Secondary Enforcing Party shall receive any and all sums, profits or damages from any such action or claim and the Primary Enforcing Party shall have no right to share in any amounts recovered by the Secondary Enforcing Party. The Primary Enforcing Party shall cooperate in connection with the foregoing, including consenting to being named as a party in any related court proceedings.

(iii) Notwithstanding anything to the contrary, (A) neither the Primary Enforcing Party nor the Secondary Enforcing Party, as applicable, shall take any action in connection with any action or claim of infringement, dilution, misappropriation or other violation of any Kellanova Brand IP that would materially deprive the Secondary Enforcing Party or any member of its Group or the Primary Enforcing Party or any member of its Group, as applicable, of the benefit of the use of any Kellanova Brand IP, and (B) neither the Primary Enforcing Party or any member of its Group nor the Secondary Enforcing Party or any member of its Group shall settle any claim or enter into any settlement agreement or similar agreement without the Secondary Enforcing Party’s or the Primary Enforcing Party’s, as applicable, prior written consent, without which such consent shall not be unreasonably withheld.

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(c) Notwithstanding the allocation of costs, fees and expenses between the Parties in connection with any action or claim of infringement, dilution, misappropriation or other violation of the WKKC Brand IP or the Kellanova Brand IP, as applicable, if any such action or claim arises from a Party’s unauthorized use of the other Party’s Brand IP pursuant to this Agreement, such Party shall be responsible for all costs, fees and expenses with any such action or claim.

ARTICLE X

DIVERSION

10.1 Diversion.

(a) Neither Party nor its Affiliates or Sublicensees shall, and shall not permit, authorize or encourage any distributor, customer, or other party (collectively “Customers”) to:

(i) distribute, import or sell or offer for sale (directly or indirectly) any Licensed Product other than in such Party’s applicable Food and Beverage Categories in the jurisdictions specified under this Agreement (“Permitted Fields”); and for clarity, in the context of providing passenger transportation services (e.g. airlines, trains, cruise ships), a Permitted Field shall refer to the jurisdiction of the origination or departure point of any vehicle that provides the passenger transportation services; or

(ii) engage in any product promotion or marketing that is directed primarily to customers, buyers or consumers outside of such Party’s Permitted Fields ((i)-(ii), “Divert”).

(b) Each Party shall, and shall cause its Affiliates and Sublicensees to, review orders from any Customer to determine whether the quantities or frequency of such orders provide indicia that any such Customer intends to Divert products outside such Party’s Permitted Fields in violation of this Section 10.1. Each Party shall, and shall cause its Affiliates and Sublicensees to, refer an order of a Licensed Product outside such Party’s Permitted Fields to the other Party.

(c) In order to combat Diversion of a Licensed Product in violation of Section 10.1, each Party shall, and shall cause its Affiliates and Sublicensees to, use commercially reasonable efforts to prevent Diversion, including by:

(i) (A) requiring provisions in any license, sale or similar agreement or contractual arrangement that prohibit any such Customer from Diverting any Licensed Products outside such Party’s Permitted Fields, (B) requiring provisions in any license, sale or similar agreement or contractual arrangement that permit such Party or its Affiliates or Sublicensees to reduce or eliminate historical or future trade funds or clawbacks, or to discontinue selling or conducting business with any such Customer that violates any anti-Diversion provision or requirements, and (C) granting such Party audit rights under any license, sale or similar agreement or contractual arrangement with respect to Customer transaction data; (ii) notifying any Customer that any Diversion of any Licensed Products outside of such Party’s Permitted Fields would infringe the Brand-Related Intellectual Property of the other Party;

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(iii) using trade funds solely to drive pricing to individual consumers or customers;

(iv) clawing back trade funds, reducing trade funds or discontinuing the issuance of trade funds from any Customer who engages in Diversion;

(v) establishing pricing tiers that result in higher prices for any Customer who engages in Diversion on repeated occasions; and

(vi) discontinuing the sale of Licensed Products to any Customer who engages in Diversion on more than one (1) occasion.

(d) Each Party shall establish and enforce protocols, tools and processes to identify, manage and mitigate Diversion, including protocols, tools and processes to (i) conduct due diligence on potential Customers, and (ii) track Diversion by any Customer. Furthermore, each Party shall train employees, contractors and any other Person employed or engaged by WKKC and its Affiliates to track Diversion and to use tools and resources to identify, manage and mitigate Diversion.

10.2 Diversion Event.

(a) If, notwithstanding a Party’s compliance with Section 10.1, such Party becomes aware of the occurrence or suspected occurrence of Diversion (“Diversion Party”), the Diversion Party shall, and shall cause its Affiliates, Sublicensees or Customers to, promptly initiate reasonable investigations into the root cause, duration and scope of such Diversion, and make good faith efforts to initiate a reasonable process by which to prevent occurrence or recurrence of Diversion). Within forty (40) Business Days of the discovery by the Diversion Party of the occurrence or suspected occurrence of Diversion, such Diversion Party shall promptly notify (such notice, a “First Party Diversion Notice”) the Party affected by the Diversion (“Harmed Party”) of the Diversion and Diversion Date (as defined below) and, upon request from the Harmed Party, the Diversion Party shall provide reasonable documentation of such Party’s investigation into the root cause, duration and scope of any such Diversion.

(b) Within forty (40) Business Days of the discovery by a Harmed Party of the occurrence or suspected occurrence of Diversion, the Harmed Party shall promptly notify (such notice, a “Harmed Party Diversion Notice” and each of a Harmed Party Diversion Notice and a First Party Diversion Notice, a “Diversion Notice”) the Diversion Party of the occurrence or suspected occurrence of Diversion. The Harmed Party Diversion Notice shall include a written statement signed by the Harmed Party providing reasonable evidence concerning the suspected Diversion to permit the Diversion Party to identify the root cause of the Diversion, including, at a minimum, date(s) of the suspected Diversion (“Diversion Date”), location(s) of the Diversion and photo or other digital evidence of the Diversion. The Diversion Party shall, and shall cause its Affiliates, Sublicensees or Customers to, promptly initiate reasonable investigations into the root cause, duration and scope of such Diversion, and make good faith efforts to initiate a reasonable process by which to prevent occurrence or recurrence of Diversion).

(c) Except as set forth in this Section 10.2(c), in respect of any Diversion Event, the Diversion Party shall pay the Harmed Party liquidated damages equal to (i) the Diversion Damages for any such Diversion Event and (ii) any reasonable, documented, out-of-pocket costs incurred by the Harmed Party arising out of or as a result of any such Diversion Event, including reimbursements or deduction claimed by any Customer of the Harmed Party arising out of or as a result of the Diversion Event ((i) and (ii), the “Diversion Payment”). Notwithstanding the foregoing, no Diversion Payment shall be due or payable by the Diversion Party to the Harmed Party in respect of any Diversion (irrespective of whether the Diversion involves more than one Licensed Product or occurs by more than one retailer or at more than one location) that occurs during the Diversion Grace Period. The Diversion Party shall pay any Diversion Payment owed to the Harmed Party no later than thirty (30) days following the receipt of notice of any outstanding Diversion Payment from the Harmed Party. The liquidated damages set out in this Section 10.2 shall be the sole and exclusive monetary remedy of a Harmed Party in respect of a Diversion Event by a Diversion Party that is otherwise compliant with Section 10.1.

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10.3 Legal Actions. Nothing in this Article X shall prevent a Harmed Party from initiating suitable legal actions against a Diversion Party or its or their Affiliates, Sublicensees or Customers in order to seek compensation, or to ban, hinder or avoid any willful or intentional Diversion.

ARTICLE XI

PRODUCT RECALLS, INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Product Recalls. If a Party responsible for the production, promotion, marketing, distribution, or sale of a Licensed Product under this Agreement (“Selling Party”) reasonably determines that a withdrawal or recall of any product sold or offered for sale by such Selling Party is required at any time, or if any Governmental Authority with the requisite authority requires any such product recall or withdrawal, then the Selling Party shall plan and execute such recall or withdrawal in accordance with all applicable Laws, at its own cost and expense.

11.2 WARRANTY DISCLAIMER. THE LICENSES UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” AND NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LICENSED MARKS OR ANY RIGHTS GRANTED HEREUNDER, INCLUDING WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE SCOPE, VALIDITY, OR ENFORCEABILITY OF THE BRAND IP.

11.3 Indemnification by WKKC.

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WKKC agrees to defend, indemnify, and hold harmless Kellanova and its Affiliates and its and their directors, officers, employees, licensees, agents, representatives, successors, and assigns (collectively, the “Kellanova Indemnified Parties”) from and against any and all claims, suits, actions, or allegations brought or asserted by a third party (each, a “Claim”) and any resulting liabilities, judgments, costs, and expenses, including reasonable attorneys’ fees (“Costs”) suffered or incurred by Kellanova or any Kellanova Indemnified Party arising from or related to (a) a breach by WKKC (or any member of its Group or Affiliates or Sublicensees) of its representations, warranties, or covenants under this Agreement, (b) fraud, willful misconduct, or violation of applicable Law by WKKC (or any member of its Group or Affiliates or Sublicensees) in connection with this Agreement, or (c) product liability or personal injury claims, to the extent arising from any goods or services sold or offered for sale by or on behalf of WKKC or its Affiliates using the Kellanova Brand IP, except, in the case of clauses (a)-(c), to the extent any such Claim arises or results from Kellanova’s or any of its Affiliates’ (i) breach of its representations, warranties, or covenants under this Agreement, or (ii) fraud, willful misconduct, or violation of applicable Law in connection with this Agreement.

11.4 Indemnification by Kellanova. Kellanova agrees to defend, indemnify, and hold harmless WKKC and its Affiliates and its and their directors, officers, employees, licensees, agents, representatives, successors, and assigns (collectively, the “WKKC Indemnified Parties”) from and against any and all Claims and any resulting Costs suffered or incurred by WKKC or any WKKC Indemnified Party arising from or related to (a) a breach by Kellanova (or any member of its Group or Affiliates or Sublicensees) of its representations, warranties, or covenants under this Agreement, (b) fraud, willful misconduct, or violation of applicable Law by Kellanova (or any member of its Group or Affiliates or Sublicensees) in connection with this Agreement, or (c) product liability or personal injury claims, to the extent arising from any goods or services sold or offered for sale by or on behalf of Kellanova or its Affiliates using the WKKC Brand IP, except, in the case of clauses (a)-(c), to the extent any such Claim arises or results from WKKC’s or any of its Affiliates’ (i) breach of its representations, warranties, or covenants under this Agreement, or (ii) fraud, willful misconduct, or violation of applicable Law in connection with this Agreement.

11.5 Indemnification Procedures. The procedures for indemnification of third-party Claims in Section 4.4, Section 4.5, and Section 4.6 of the SDA are hereby incorporated by reference.

11.6 Limitation of Liability. Except in connection with either Party’s indemnification obligations set forth herein, neither WKKC nor any member of the WKKC Group, on the one hand, nor Kellanova or any member of the Kellanova Group, on the other hand, shall be liable under this Agreement to the other for any indirect, incidental, punitive, exemplary, remote, speculative, or similar damages in excess of compensatory damages of the other arising in connection with this Agreement. For the avoidance of doubt, this Section 11.6 shall not limit a Party’s applicable Diversion Payment specified in Section 10.2.

ARTICLE XII

TERM AND TERMINATION

12.1 Term. This Agreement will commence as of the Effective Time and will continue in perpetuity until terminated solely as permitted by and in accordance with Section 12.2. Each Party hereby acknowledges and agrees that this Agreement and the licenses granted to Licensee hereunder (a) are neither of indefinite duration nor terminable at will, (b) are irrevocable, except in connection with a termination in accordance with Section 12.2, and (c) cannot be terminated by either Party, even for material breach, except as set forth in Section 12.2.

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12.2 Termination by Mutual Agreement. The Agreement may be terminated at any time by an agreement in writing signed by a duly authorized officer of each Party.

12.3 Effect of Termination. If this Agreement is terminated pursuant to Section 12.2, then: (a) all rights of a Licensee under this Agreement shall automatically and immediately cease, subject to any Sell-Off Period; (b) all rights of a Licensee under Article IX regarding enforcement of the Licensed Marks will automatically and immediately revert to the applicable Licensor and the applicable Licensor shall have the exclusive right and authority, in its sole discretion, to make decisions and take all actions with respect to registration, enforcement, and maintenance of the Licensed Marks; and (c) a Licensee shall have the right to continue using the Licensed Marks for a period of one hundred twenty (120) days (“Sell-Off Period”) after the effective date of termination of this Agreement to dispose of or sell any Licensed Products, as applicable, in the possession of a Licensee or its Affiliates or any of its or their Sublicensees as of the effective date of termination of this Agreement.

12.4 Survival. In the event of termination of this Agreement pursuant to Section 12.2, the following provisions of this Agreement shall survive: Article IV, Article XI, Article XII, Article XIII, Section 15.1 and Sections 15.5-15.15.

ARTICLE XIII

CONFIDENTIALITY

13.1 Confidentiality. In connection with the performance of this Agreement, each Party (the “Receiving Party”) may have access to certain confidential and proprietary information of the other Party (the “Disclosing Party”) and its Affiliates. For purposes of this Agreement, “Confidential Information” shall mean any and all information proprietary to the Disclosing Party or its Affiliates, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection, or protected as an unpublished or published work, and shall include the terms of this Agreement (but not the existence of this Agreement), information relating to intellectual property and to business plans, financial matters, costs, strategic marketing plans, personnel, and business relationships. Recognizing that such information represents valuable assets and property of the Disclosing Party and the harm that may befall the Disclosing Party if any of such Confidential Information is disclosed, the Receiving Party agrees to hold all such Confidential Information in strict confidence and not to use (except in furtherance of this Agreement) or otherwise disclose any such Confidential Information to third parties without having received the prior written consent of the Disclosing Party and a written agreement from such third party to maintain such Confidential Information in confidence; provided that either Party is permitted to disclose Confidential Information of the other Party to its Affiliates, and its and their respective principals, officers, directors, employees, shareholders, partners, contractors, third-party advertising agencies, and advisors that have a “need to know” basis for the purposes of carrying out the business of such Party as it pertains to this Agreement or performing such Party’s duties and obligations under this Agreement, without the prior written consent of the other Party.

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13.2 Exceptions. The obligations under Section 13.1 shall not apply to any information obtained by the Receiving Party that would otherwise constitute Confidential Information but which: (a) was already known to the Receiving Party prior to its relationship with the Disclosing Party, as established by the Receiving Party’s written records; (b) becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (c) is furnished to the Receiving Party by a third party who is not known by the Receiving Party to be bound by an obligation of confidentiality with respect to such information and who is not known by the Receiving Party to be unlawfully in possession of, or to have unlawfully conveyed, such information; (d) is subsequently developed by the Receiving Party independently of the information or materials received from the Disclosing Party, as established by the Receiving Party’s written records; or (e) is disclosed in accordance with Section 13.3. For purposes of this definition, the term “Receiving Party” shall be deemed to include such Party’s principals, officers, directors, employees, shareholders, agents, representatives, successors, and assigns, and each Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Party.

13.3 Disclosures Required by Law. If the Receiving Party becomes legally compelled by, or is requested by, order of a court or other competent governmental agency, regulation, or stock exchange or by applicable law to disclose any of the Confidential Information of the Disclosing Party, the Receiving Party shall provide written notice to the Disclosing Party promptly so that the Disclosing Party (at its sole cost and expense) may seek a protective order or other appropriate remedy. If the Disclosing Party elects to seek a protective order, the Receiving Party shall cooperate (at the Disclosing Party’s cost and expense) reasonably in seeking such protective order. If no such protective order or other remedy is obtained or obtainable, then the Receiving Party shall furnish only that portion of the Disclosing Party’s Confidential Information which it is advised by counsel is required and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

ARTICLE XIV

DISPUTE RESOLUTION AND GOVERNANCE

14.1 Breach. If a Party commits a breach of any of the terms or conditions of this Agreement, the other Party may send written notice to the breaching Party specifying the breach. The breaching Party shall have thirty (30) days to cure the specified breach. If the breaching Party does not cure the breach within such period of time or in the event that one Party claims that the other Party is materially violating any of the terms or conditions of this Agreement and such other Party disputes such claim, then the Parties will follow the dispute resolution process in Section 14.2.

14.2 Dispute Resolution. The Dispute Resolution procedure set forth in Article VII of the SDA is hereby incorporated by reference.

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ARTICLE XV

MISCELLANEOUS

15.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each Party and delivered to the other Party.

(b) This Agreement and the Schedules and Annexes hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments, and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Kellanova represents on behalf of itself and each other member of the Kellanova Group, and WKKC represents on behalf of itself and each other member of the WKKC Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and the other Party may execute this Agreement by stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

15.2 Assignment and Sales of Licensed Marks. No Party may assign or transfer this Agreement, or the rights, duties or obligations herein, without the prior written consent of the other Parties except:

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(i) Either Party shall have the right, without the consent of the other Party, to assign or transfer this Agreement, and the rights, duties and obligations herein, in whole or in part, to an Affiliate; provided, that in any or all such cases, no such assignment shall release such Party from any duty or obligation hereunder.

(ii) Either Party shall have the right, without the consent of the other Party, to assign or transfer this Agreement, and the rights, duties and obligations herein, in whole (and not in part), in connection with a merger or acquisition of the assigning Party or a sale of all or substantially all of its assets of the assigning Party to which this Agreement relates; provided, that the assignee is capable of fulfilling, and intends to fulfill, the obligations of the assigning Party under this Agreement.

(iii) Either Party shall have the right, without the consent of the other Party, to assign or transfer this Agreement, and the rights, duties and obligations herein, as follows: (A) as it relates to WKKC, to an acquirer of (x) all of WKKC’s right, title and interest in one (1) or more of any WKKC-Owned Marks or (y) WKKC’s rights licensed from Kellanova in one (1) or more of any Kellanova-Owned Marks, or (B) as it relates to Kellanova, to an acquirer of (x) all of Kellanova’s right, title and interest in any Kellanova-Owned Marks licensed to WKKC under this Agreement or (y) Kellanova’s rights licensed from WKKC in one (1) or more of any WKKC-Owned Marks; provided, that the rights, duties and obligations of any such acquirer shall be limited to the rights, duties, and obligations with respect to any such WKKC-Owned Marks or Kellanova-Owned Marks, whether owned or licensed under this Agreement, to the extent sold or divested by WKKC or Kellanova pursuant to this Section 15.2(iii).

(iv) Either Party shall have the right to make a collateral assignment of its rights hereunder to a lender (or an agent thereof) pursuant to any financing agreement for security purposes and any such lender (or an agent thereof) may exercise remedies in connection therewith.

(b) Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the Parties. Any attempted assignment or transfer in violation of this Section 15.2 shall be null and void, ab initio.

15.3 Bankruptcy Matters. All rights and licenses granted between the Parties under or pursuant to this Agreement shall, and shall otherwise be deemed to be, for purposes of the Title 11 of the United States Code, as amended from time to time (together with any foreign equivalent, the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code.

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The Parties agree that in the event a Party becomes the subject of a case under the Bankruptcy Code, whether commenced voluntarily or involuntarily (such Party, a “Filing Party”), (a) the Filing Party, in its capacity as debtor or debtor-in-possession and as a Licensee under this Agreement, shall retain and may fully exercise all of its respective rights as a Licensee hereunder, and (b) to the extent any license of rights under or pursuant to this Agreement does not constitute a license to “intellectual property” as defined under Section 101 of the Bankruptcy Code, the Filing Party, in its position as Licensor under this Agreement, acknowledges and agrees that: (i) this Agreement is a material inducement to the payments and transfers made under the SDA and the other Party (such Party, the “Non-Filing Party”), in its position as a Licensee under this Agreement, is relying on this Agreement in connection with its business and investment planning; (ii) this Agreement is not an executory contract and does not contain any material, ongoing obligations on the Non-Filing Party, in its position as Licensee under this Agreement, relevant to the standard governing executory contracts; (iii) in the event the Non-Filing Party, in its position as Licensee under this Agreement, were to lose its rights in and to the Licensed Marks, irreparable damage would occur to the Non-Filing Party, in its position as Licensee under this Agreement, for which monetary damages alone could not provide sufficient remedy to such Party; accordingly, the Filing Party, in its position as a Licensor (and any debtor-in-possession or trustee of the business of Licensor), cannot and shall not attempt to reject this Agreement pursuant to Section 365 of the Bankruptcy Code; and (iv) in the event the Filing Party, in its position as a Licensor (or any debtor-in-possession or trustee of the business of Licensor), does seek to reject this Agreement and in the event such relief is granted, (A) the rejection shall be treated merely as breach of this Agreement and not its avoidance, rescission, or termination, (B) the rejection does not terminate the Non-Filing Party’s, in its position as Licensee under this Agreement, right to use the Licensed Marks and has no effect upon this Agreement’s continued existence, (C) the Non-Filing Party, in its position as a Licensee under this Agreement, may elect rights under Section 365(n) of the Bankruptcy Code and such election shall not violate the automatic stay of Section 362 of the Bankruptcy Code, and (4) the Non-Filing Party, in its position as Licensee under this Agreement, shall be entitled to seek other equitable treatment relating to such rejection. The foregoing provisions shall be and remain at all times subject to, and to the extent permitted by, the Bankruptcy Code.

15.4 Financing Arrangements.

(a) Notwithstanding anything to the contrary in this Agreement, Kellanova hereby approves the right of any member of the WKKC Group to grant a lien on this Agreement and any of WKKC’s rights and obligations hereunder to any lender (or an agent therefor) under any credit facility of WKKC or any of its Subsidiaries, and agrees that such lender (or agent thereof) shall have the right to take actions and exercise any rights of any applicable member of the WKKC Group thereunder, exercisable or usable by such lender (or an agent therefor) after an event of default under such credit facility or otherwise in connection with the enforcement and exercise of remedies with respect to the collateral under such credit facility, and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, WKKC hereby approves the right of any member of the Kellanova Group to grant a lien on this Agreement and any of Kellanova’s rights and obligations hereunder to any lender (or an agent therefor) under any credit facility of Kellanova or any of its Subsidiaries, and agrees that such lender (or agent thereof) shall have the right to take actions and exercise any rights of any applicable member of the Kellanova Group thereunder, exercisable or usable by such lender (or an agent therefor) after an event of default under such credit facility or otherwise in connection with the enforcement and exercise of remedies with respect to the collateral under such credit facility, and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement.

15.5 Governing Law. This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

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15.6 Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person, except the Parties, any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing without reference to this Agreement. For the avoidance of doubt, a Sublicensee of a Party shall not be a third-party beneficiary of this Agreement.

15.7 Notices. All notices and other communications to be given to any Party shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or five (5) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when delivered via email (such email shall be deemed delivered on the date of dispatch by the sender thereof to the extent no “bounce back” or similar message indicating non-delivery is received with respect thereto) and shall be directed to the address set forth below (or at such other address or email address as such Party shall designate by like notice):

If to Kellanova, to:

412 N. Wells Street

Chicago, IL 60654

Attention: Office of Chief Legal Officer

Email: ****

If to WKKC, to:

One Kellogg Square

North Tower

Battle Creek, Michigan 49017

Attention: Office of Chief Legal Officer

Email: ****

15.8 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

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15.9 Headings. The article, section, and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.10 Interpretation. In this Agreement, (i) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Annexes hereto) and not to any particular provision of this Agreement; (iii) Article, Section, Schedule and Annex references are to the Articles, Sections, Schedules and Annexes to this Agreement unless otherwise specified; (iv) unless otherwise stated, all references to any agreement (including this Agreement) shall be deemed to include the exhibits, schedules, and annexes (including all Schedules and Annexes) to such agreement; (v) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (viii) unless otherwise specified in a particular case, the word “days” refers to calendar days; (ix) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (x) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby,” and “hereupon” and words of similar import shall all be references to September 29, 2023.

15.11 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

15.12 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

15.13 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement, or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

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15.14 Performance. Kellanova will cause to be performed, and hereby guarantees the performance of, all actions, agreements, and obligations set forth in this Agreement to be performed by any member of the Kellanova Group. WKKC will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the WKKC Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement.

15.15 Mutual Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

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

Exhibit 10.5

Execution Version

TAX MATTERS AGREEMENT

by and between

KELLOGG COMPANY

and

WK Kellogg Co

Dated as of September 29, 2023

TABLE OF CONTENTS

ii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023 by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC,” and together with Kellanova, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).

R E C I T A L S

WHEREAS, the board of directors of Kellanova (the “Kellanova Board”) has determined that it is in the best interests of Kellanova and its shareholders to create a new publicly traded company that shall operate the WKKC Business;

WHEREAS, in furtherance of the foregoing, the Kellanova Board has determined that it is appropriate and desirable to separate the WKKC Business from the Kellanova Business (the “Internal Reorganization”) and, following the Internal Reorganization, make a distribution, on a pro rata basis, to holders of Kellanova Shares on the Record Date of all of the outstanding WKKC Shares owned by Kellanova (the “Distribution”);

WHEREAS, WKKC has been incorporated solely for these purposes and has not engaged in activities except in connection with the Internal Reorganization and the Distribution;

WHEREAS, Kellanova will effect certain restructuring transactions described in the Internal Reorganization Step Plan for the purpose of aggregating the WKKC Business in the WKKC Group prior to the Distribution, and, in connection therewith, Kellanova will undertake the Contribution, in exchange for which WKKC (i) shall issue to Kellanova WKKC Shares, pay to Kellanova the WKKC Contribution Payment, and assume certain liabilities related to the WKKC Business, and (ii) may issue to Kellanova certain debt securities of WKKC (the “WKKC Securities”);

WHEREAS, Kellanova intends to effect the Distribution in a transaction that, taken together with the Contribution, is intended to qualify as tax-free to both Kellanova and its shareholders for U.S. federal income tax purposes under Sections 368(a)(1)(D), 355, and 361 of the Code (except with respect to cash received in lieu of a fractional share);

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

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

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

ARTICLE I

DEFINITIONS

Section 1.1 General. As used in this Agreement (including the recitals hereof), the following terms shall have the following meanings:

“Active Trade or Business” means, with respect to WKKC or any member of the WKKC Group, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the WKKC Business as conducted by such entity immediately prior to the Distribution.

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

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

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

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

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States, New York, New York or Chicago, Illinois.

“Canadian Tax Ruling” shall have the meaning set forth in the Separation Agreement.

“Canadian Transfer Agreement” shall mean that certain Asset Purchase Agreement, to be dated as of October 1, 2023, by and between Kellogg Canada Inc. and WK Kellogg Canada Corp.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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

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

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

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

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

“Employment Tax” shall mean those Liabilities (as defined in the Separation Agreement) for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

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

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Section 355(d) and (e) of the Code.

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

“Group” shall mean either the Kellanova Group or the WKKC Group, as the context requires.

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

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

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

“Internal Distribution” shall mean any transaction (or series of transactions) effected as part of the Transactions (other than the Contribution and the Distribution) that is intended to qualify as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code, as described in the Tax Materials.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Past Practices” shall have the meaning set forth in Section 3.5.

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

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

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

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“Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding, or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by WKKC management or shareholders, is a hostile acquisition, or otherwise, as a result of which WKKC (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from WKKC (or any successor thereto) and/or one or more holders of WKKC Capital Stock, respectively, any amount of WKKC Capital Stock, that would, when combined with any other direct or indirect changes in ownership of WKKC Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise thirty-five percent (35%) or more of (i) the value of all outstanding shares of stock of WKKC as of immediately after such transaction, or in the case of a series of transactions, immediately after the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of WKKC as of immediately after such transaction, or in the case of a series of transactions, immediately after the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by WKKC of a shareholder rights plan, or (ii) issuances by WKKC that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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

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

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

“Restricted Period” shall mean the period which begins with the Distribution Date and ends two (2) years thereafter.

“Separate Return” shall mean a Kellanova Separate Return or a WKKC Separate Return, as the case may be.

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

“Specified State Tax Incentives” shall have the meaning set forth in Schedule C.

“State Tax” shall mean (i) any Tax imposed by any State of the United States, the District of Columbia or by any political subdivision of any such State or the District of Columbia, and (ii) any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Straddle Period” shall mean any taxable period that begins on or before, and ends after, the Distribution Date.

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

“Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates, or other assessments or governmental charges of any kind imposed by any federal, state, local, or foreign Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, escheat, unclaimed property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum, or other taxes, whether disputed or not, and including any interest, penalties, charges, or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any consolidated, combined, unitary, or similar group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person, whether by contract, by operation of law, or otherwise.

“Tax Advisor” shall mean a tax counsel or accountant of recognized national standing.

“Tax Attribute” shall mean net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses, and any other losses, deductions, credits, or other comparable items that could affect a Tax liability for a past or future taxable period.

“Tax Benefit Actually Realized” means with respect to a Party and its Affiliates a reduction in the amount of Taxes that are required to be paid or an increase in refund due, whether resulting from a deduction, from reduced gain or increased loss from disposition of an asset, or otherwise, such reduction or increase in refund due determined on an “actually realized” basis. For purposes of this definition, a Party or its Subsidiaries will be deemed to have “actually realized” such reduction or increase in refund due at the time the amount of Taxes such Party or any of its Subsidiaries is required to pay is reduced or the amount of any refund due is increased. The amount of any Tax Benefit Actually Realized shall be computed on a “with and without” basis.

“Tax Certificates” shall mean any officer’s certificates, representation letters, or similar documents provided by Kellanova and WKKC to Kirkland & Ellis LLP or any other law or accounting firm in connection with any Tax Opinion delivered or deliverable to Kellanova in connection with the Transactions.

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“Tax Contest” shall have the meaning set forth in Section 6.1.

“Tax-Free Status of the Transactions” shall mean (i) the qualification of the Contribution (including Kellanova’s receipt of WKKC Shares, the WKKC Contribution Payment, and any WKKC Securities in connection therewith) and the Distribution, taken together, as a reorganization described in Sections 368(a)(1)(D) and 355 of the Code, (ii) the qualification of the Distribution as a transaction in which the WKKC Shares distributed to holders of Kellanova Shares is “qualified property” for purposes of Section 361(c) of the Code, (iii) the nonrecognition of income, gain, or loss by Kellanova, WKKC, and holders of Kellanova Shares on the Contribution and the Distribution under Sections 355, 361, and 1032 of the Code (except with respect to any cash received in lieu of fractional WKKC Shares), and (iv) the qualification of the transactions described on Schedule A as being free from Tax to the extent set forth therein.

“Tax Item” shall mean any item of income, gain, loss, deduction, or credit, or any other item which increases or decreases Taxes paid or payable in any taxable period.

“Tax Law” shall mean the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Materials” shall have the meaning set forth in Section 4.1(a).

“Tax Opinion” shall mean any written opinion delivered or deliverable to Kellanova by Kirkland & Ellis LLP or any other law or accounting firm regarding the tax consequences of the Transactions (including, for the avoidance of doubt, any Internal Distribution or other action or transaction preceding the Distribution).

“Tax Records” shall have the meaning set forth in Section 8.1.

“Tax-Related Losses” shall mean, with respect to any Taxes, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes, and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amounts paid by Kellanova (or any of its Affiliates) or WKKC (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions.

“Tax Return” shall mean any return, report, certificate, form, or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax.

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“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission, or entity thereof having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

“Transactions” shall mean the Internal Reorganization, the Distribution, any other transaction described in the Internal Reorganization Step Plan, and any related transactions.

“Transaction Taxes” shall mean all Transfer Taxes and other Taxes (including Taxes imposed on any member of the Kellanova Group under Sections 951 or 951A of the Code, as determined by Kellanova in its discretion) imposed on or with respect to the Transactions, other than any Taxes resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions; provided, however, that Transaction Taxes shall not include any amounts for which WKKC has an indemnification obligation pursuant to Article V.

“Transfer Tax” shall mean (i) all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profits, or similar Taxes, however assessed), and (ii) any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant taxable period.

“Unqualified Tax Opinion” shall mean an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Kellanova on which Kellanova may rely to the effect that a transaction will not affect the Tax-Free Status of the Transactions. Any such opinion must assume that the Transactions would have qualified for Tax-Free Status of the Transactions if the transaction in question did not occur.

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

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

“WKKC Capital Stock” shall mean all classes or series of capital stock of WKKC, including (i) WKKC Shares, (ii) all options, warrants, and other rights to acquire such capital stock, and (iii) all other instruments properly treated as stock of WKKC for U.S. federal income tax purposes.

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

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

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

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

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

ARTICLE II

PAYMENTS AND TAX REFUNDS

Section 2.1 Allocation of Tax Liabilities. Except as otherwise provided in this Article II and Section 5.1, Taxes shall be allocated as follows:

(a) Allocation of Taxes Relating to Joint Returns.

(i) Allocation for Pre-Distribution Periods. Kellanova shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(ii) Allocation to WKKC for Post-Distribution Periods. WKKC shall pay and be responsible for any and all Taxes attributable to the WKKC Business that are due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Post-Distribution Periods.

(iii) Allocation to Kellanova for Post-Distribution Periods. Kellanova shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Taxes described in Section 2.1(a)(ii) for all Post-Distribution Periods.

(b) Allocation of Taxes Relating to Separate Returns.

(i) Except as otherwise provided in Section 2.1(b)(iii), Kellanova shall pay and be responsible for any and all Taxes due with respect to or required to be reported on (A) any Kellanova Separate Return (including any increase in such Tax as a result of a Final Determination) for all taxable periods and (B) any WKKC Separate Return (including any increase in such Tax as a result of a Final Determination) with respect to a taxable period ending on or before the Distribution Date.

(ii) Except as otherwise provided in Section 2.1(b)(iii), WKKC shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any WKKC Separate Return (including any increase in such Tax as a result of a Final Determination) for all taxable periods other than taxable periods ending on or before the Distribution Date (excluding, for the avoidance of doubt, any Transaction Taxes allocated to the Kellanova Group pursuant to Section 2.3).

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(iii) The Party that directly or indirectly owns real or personal property following the Distribution shall pay and be responsible for any real property, personal property or similar Taxes imposed with respect to such property.

Section 2.2 Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.

Section 2.3 Transaction Taxes. Except as otherwise provided in the Canadian Transfer Agreement, the Group liable under applicable Law shall be responsible for any and all Transaction Taxes, as reasonably determined by Kellanova.

Section 2.4 Tax Refunds.

(a) Kellanova shall be entitled to all Refunds related to Taxes the liability for which is allocated to Kellanova pursuant to this Agreement. WKKC shall be entitled to all Refunds related to Taxes the liability for which is allocated to WKKC pursuant to this Agreement.

(b) WKKC shall pay to Kellanova any Refund received by WKKC or any member of the WKKC Group that is allocable to Kellanova pursuant to this Section 2.4 no later than fifteen (15) Business Days after the receipt of such Refund. Kellanova shall pay to WKKC any Refund received by Kellanova or any member of the Kellanova Group that is allocable to WKKC pursuant to this Section 2.4 no later than fifteen (15) Business Days after the receipt of such Refund. For purposes of this Section 2.4, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit, and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

Section 2.5 Tax Benefits. All amounts required to be paid by one Party to another pursuant to this Agreement shall be reduced by the Tax Benefit Actually Realized by the Indemnitee or its Affiliates as a result of the claim giving rise to the payment to the extent such Tax Benefit Actually Realized arises in the taxable year the applicable loss is incurred. If the receipt or accrual of any such payment (other than payments of interest pursuant to Section 10.2) results in taxable income to the Indemnitee or its Affiliates, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnified Party or its Affiliates shall have realized the same net amount it would have realized had the payment not resulted in taxable income.

Section 2.6 Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Kellanova Group and any member of the WKKC Group shall be terminated with respect to the WKKC Group as of the Distribution Date. No member of the WKKC Group or the Kellanova Group shall have any continuing rights or obligations to any member of the other Group under any such agreement.

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Section 2.7 Specified State Tax Incentives. Notwithstanding the foregoing provisions, the responsibilities of the Parties to this Agreement with respect to the Specified State Tax Incentive shall be set forth in Schedule C.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1 Kellanova’s Responsibility. Kellanova shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns, all Kellanova Separate Returns (including pursuant to Section 2.1(b)(iii)), and all WKKC Separate Returns for which Kellanova is liable pursuant to Section 2.1(b)(i), including any amendments to such Tax Returns.

Section 3.2 WKKC’s Responsibility. WKKC shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns, including any amended Tax Returns, required to be filed by or with respect to members of the WKKC Group other than those Tax Returns which Kellanova is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by WKKC under this Section 3.2 shall include any WKKC Separate Returns with respect to Straddle Periods and any amended WKKC Separate Returns with respect to Straddle Periods (including pursuant to Section 2.1(b)(iii)).

Section 3.3 Right To Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portion of such Tax Return that relates to the business of the Reviewing Party (the Kellanova Business or the WKKC Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date for such Tax Return (taking into account any applicable extensions), and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments.

Section 3.4 Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided under Article VIII. Notwithstanding anything to the contrary in this Agreement, Kellanova shall not be required to disclose to WKKC any consolidated, combined, unitary, or other similar Joint Return of which a member of the Kellanova Group is the common parent or any information related to such a Joint Return other than information relating solely to the WKKC Group. If an amended Separate Return for State Taxes for which WKKC is responsible under this Article III is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

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Section 3.5 Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which WKKC is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by WKKC; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. WKKC shall not take any action inconsistent with the assumptions made (including with respect to any Tax Item) in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, WKKC (i) shall not be permitted, and shall not permit any member of the WKKC Group, without Kellanova’s prior written consent, to make a change in any of its methods of accounting for Tax purposes for any taxable period that begins on or before the second anniversary of the Distribution Date, and (ii) shall notify Kellanova of, and consider in good faith any reasonable comments provided by Kellanova regarding, any such change in method of accounting for any taxable period that begins after the second anniversary of the Distribution Date and on or before the fourth anniversary of the Distribution Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.

Section 3.6 Reporting of the Transactions. The Tax treatment of any step in or portion of the Transactions shall be reported on each applicable Tax Return consistently with the Tax Materials and the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Return is filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return, and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Transactions shall be reported on such Tax Return.

Section 3.7 Protective Section 336(e) Election. After the date hereof, Kellanova shall determine, in its sole and absolute discretion, whether to make a protective election under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) in connection with the Distribution with respect to WKKC and each other member of the WKKC Group that is a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). If Kellanova determines that a Section 336(e) Election would be beneficial:

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(a) Kellanova, WKKC, and their respective Affiliates shall cooperate in making the Section 336(e) Election, including by filing any statements, amending any Tax Returns, or taking such other actions as are reasonably necessary to carry out the Section 336(e) Election; (b) if the Distribution fails to qualify (in whole or in part) for the Tax-Free Status of the Transactions and WKKC or any member of the WKKC Group realizes an increase in Tax basis as a result of the Section 336(e) Election (the “Section 336(e) Tax Basis”), then the Tax Benefit Actually Realized by WKKC and each member of the WKKC Group as a result of the Section 336(e) Tax Basis shall be shared between Kellanova and WKKC in the same proportion as the Taxes giving rise to the Section 336(e) Tax Basis were borne by Kellanova and WKKC (after giving effect to the indemnification obligations in this Agreement); and

(c) to the extent the Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with the Section 336(e) Election on any Tax Return, in connection with any Tax Contest, or otherwise, except as may be required by a Final Determination.

Section 3.8 Payment of Taxes.

(a) With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b) In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

(c) With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due, and (ii) fifteen (15) Business Days after the receipt of such notice.

Section 3.9 Amended Returns and Carrybacks.

(a) WKKC shall not, and shall not permit any member of the WKKC Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of Kellanova, such consent to be exercised in Kellanova’s sole and absolute discretion.

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(b) WKKC shall, and shall cause each member of the WKKC Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period.

(c) WKKC shall not, and shall cause each member of the WKKC Group not to, without the prior written consent of Kellanova, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in Kellanova’s sole and absolute discretion.

(d) Receipt of consent by WKKC or a member of the WKKC Group from Kellanova pursuant to the provisions of this Section 3.9 shall not limit or modify WKKC’s continuing indemnification obligation pursuant to Article V.

Section 3.10 Tax Attributes. Kellanova shall in good faith advise WKKC in writing of the amount (if any) of any Tax Attributes which Kellanova determines, in its sole and absolute discretion, shall be allocated or apportioned to the WKKC Group under applicable Tax Law. WKKC and all members of the WKKC Group shall prepare all Tax Returns in accordance with such written notice. WKKC agrees that it shall not dispute Kellanova’s determination of Tax Attributes. For the avoidance of doubt, Kellanova shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business.

ARTICLE IV

TAX-FREE STATUS OF THE TRANSACTIONS

Section 4.1 Representations and Warranties.

(a) Kellanova, on behalf of itself and all other members of the Kellanova Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request, the Tax Opinion, the Tax Certificates, the Internal Reorganization Step Plan, and any other materials delivered or deliverable in connection with the issuance of the IRS Ruling and the rendering of the Tax Opinion, in each case, as they exist as of the date hereof (collectively, the “Tax Materials”), and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Kellanova or any member of the Kellanova Group or the Kellanova Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Kellanova, on behalf of itself and all other members of the Kellanova Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Kellanova, any member of the Kellanova Group, or the Kellanova Business.

(b) WKKC, on behalf of itself and all other members of the WKKC Group, hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to WKKC or any member of the WKKC Group or the WKKC Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. WKKC, on behalf of itself and all other members of the WKKC Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to WKKC, any member of the WKKC Group, or the WKKC Business.

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(c) Each of Kellanova, on behalf of itself and all other members of the Kellanova Group, and WKKC, on behalf of itself and all other members of the WKKC Group, represents and warrants that it knows of no fact or circumstance (after due inquiry) that may cause the Transactions to fail to qualify for the Tax-Free Status of the Transactions.

(d) Each of Kellanova on behalf of itself and all other members of the Kellanova Group, and WKKC, on behalf of itself and all other members of the WKKC Group, represents and warrants that it has no plan or intention to take, fail to take, or cause or permit to be taken any action which is inconsistent with any of the statements or representations made or set forth in the Tax Materials.

Section 4.2 Certain Restrictions Relating to the Tax-Free Status of the Transactions.

(a) WKKC, on behalf of itself and all other members of the WKKC Group, hereby covenants and agrees that no member of the WKKC Group will take, fail to take, or cause or permit to be taken (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant, or representation in the Tax Materials, or (ii) any action where such action or failure to act constitutes a WKKC Disqualifying Action.

(b) During the Restricted Period, WKKC:

(i) shall (1) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (2) not engage in any transaction that would cause WKKC to cease to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (3) cause each Affiliate of WKKC whose Active Trade or Business is relied upon in the Tax Materials for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code, (4) not engage in any transaction, or cause or permit an Affiliate of WKKC to engage in any transaction, that would result in an Affiliate of WKKC described in clause (3) to cease to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code for purposes of clauses (1) through (4), and (5) not dispose of, or cause or permit an Affiliate of WKKC to dispose of, directly or indirectly, any interest in an Affiliate of WKKC described in clause (3);

(ii) shall not voluntarily dissolve or liquidate itself, any Affiliate of WKKC described in Section 4.2(b)(i), or any Affiliate of WKKC that that was a party to an Internal Distribution (including any action that is a liquidation for U.S. federal income tax purposes);

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(iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent WKKC has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any WKKC stock, or rights to acquire WKKC stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of WKKC Capital Stock (including through the conversion of any class of WKKC Capital Stock into another class of WKKC Capital Stock), (4) merge or consolidate with any other Person (or cause or permit any Affiliate of WKKC that was a party to an Internal Distribution to merge or consolidate with any other Person), or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any of the statements and representations made or set forth in the Tax Materials) which in the aggregate, when combined with any other direct or indirect changes in ownership of WKKC Capital Stock pertinent for purposes of Section 355(e) of the Code, would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in WKKC (or in any Affiliate of WKKC that was a party to an Internal Distribution) or otherwise jeopardize the Tax-Free Status of the Transactions; and

(iv) shall not, and shall not cause or permit any member of the WKKC Group to, sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose of (including in any transaction treated for U.S. federal income tax purposes as a sale, transfer, or disposition) assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the consolidated gross assets of WKKC or the WKKC Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes, or (4) any mandatory or optional repayment (or prepayment) of any indebtedness of WKKC or any member of the WKKC Group. The percentages of gross assets or consolidated gross assets of WKKC or the WKKC Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of WKKC and the members of the WKKC Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of WKKC or one of its Subsidiaries with and into any Person that is not a wholly-owned Subsidiary of WKKC shall constitute a disposition of all of the assets of WKKC or such Subsidiary.

(c) Notwithstanding the restrictions imposed by Section 4.2(b), WKKC or a member of the WKKC Group may take any of the actions or transactions described therein if WKKC either (i) obtains an Unqualified Tax Opinion in form and substance satisfactory to Kellanova in its sole and absolute discretion, or (ii) obtains the prior written consent of Kellanova waiving the requirement that WKKC obtain an Unqualified Tax Opinion, such waiver to be provided in Kellanova’s sole and absolute discretion. Kellanova’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion (and, for the avoidance of doubt, Kellanova may determine that no opinion would be acceptable to Kellanova). WKKC shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Kellanova for all reasonable out-of-pocket expenses that Kellanova or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Kellanova’s waiver of WKKC’s obligation to deliver an Unqualified Tax Opinion shall limit or modify WKKC’s continuing indemnification obligation pursuant to Article V.

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ARTICLE V

INDEMNITY OBLIGATIONS

Section 5.1 Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement:

(a) Kellanova shall indemnify and hold harmless WKKC from and against, and will reimburse WKKC for, (i) all liability for Taxes allocated to Kellanova pursuant to Article II, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Kellanova Group pursuant to this Agreement, (iii) 83% of all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which WKKC is responsible pursuant to Section 5.1(b)(ii) or 5.1(b)(iv), and (iv) the amount of any Refund received by any member of the Kellanova Group that is allocated to WKKC pursuant to Section 2.4(a).

(b) Without regard to whether an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, WKKC shall indemnify and hold harmless Kellanova from and against, and will reimburse Kellanova for, (i) all liability for Taxes allocated to WKKC pursuant to Article II, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the WKKC Group pursuant to this Agreement, (iii) 17% of all Taxes or Tax-Related Losses resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions, other than those Taxes or Tax Related Losses for which Kellanova is responsible pursuant to Section 5.1(a)(ii) (iii) the amount of any Refund received by any member of the WKKC Group that is allocated to Kellanova pursuant to Section 2.4(a), and (iv) any Taxes and Tax-Related Losses attributable to a WKKC Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied).

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a)(ii) (on the one hand) and 5.1(b)(ii) or (iv) (on the other hand), responsibility for such Tax or Tax-Related Loss shall be shared by Kellanova and WKKC according to relative fault as determined by Kellanova in its good faith discretion (for the avoidance of doubt, subject to the provisions of Section 9.1).

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