Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

dated as of November 20, 2023

by and among

JACOBS SOLUTIONS INC.,

AMAZON HOLDCO INC.,

AMENTUM PARENT HOLDINGS LLC

and

AMENTUM JOINT VENTURE LP

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2023, is entered into by and among Jacobs Solutions Inc., a Delaware corporation (the “Company”), Amazon Holdco Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“SpinCo”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”), and Amentum Joint Venture LP, a Delaware limited partnership and the sole equityholder of Merger Partner (“Merger Partner Equityholder”). Each of the foregoing parties is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not otherwise defined in the recitals shall have the respective meanings ascribed to such terms in Section 1.1.

WHEREAS:

(1) SpinCo is a wholly owned, indirect Subsidiary of the Company;

(2) Merger Partner Equityholder is the sole equityholder of Merger Partner and owns, beneficially and of record, 100% of the Interests of Merger Partner (the “Merger Partner Equity Interests”);

(3) contemporaneously with the execution of this Agreement, the Company, SpinCo, Merger Partner and Merger Partner Equityholder are entering into the Separation and Distribution Agreement, pursuant to which the Company will, upon the terms and conditions set forth therein and in accordance with the Reorganization, separate the SpinCo Business such that, as of the Distribution, the SpinCo Business is held by SpinCo;

(4) prior to the Distribution, in consideration of the transfer to SpinCo of the SpinCo Assets contemplated by the Reorganization, SpinCo will make a cash payment to a Subsidiary of the Company in an aggregate amount equal to the SpinCo Payment;

(5) the Company will distribute at least 80.1% of the outstanding shares of the common stock, $0.01 par value per share, of SpinCo (the “SpinCo Common Stock”) to the Company’s stockholders without consideration on a pro rata basis (the “Distribution”), and up to 19.9% of the outstanding shares of SpinCo Common Stock will be retained by a Subsidiary of the Company (such shares, the “Retained Shares”);

(6) the Distribution together with the Reorganization is referred to as the “Separation”;

(7) following the Separation and prior to the Effective Time, Merger Partner Equityholder will cause the Merger Partner Equityholder Contribution to occur and, at the Effective Time, the Parties will effect the merger of Merger Partner with and into SpinCo, with SpinCo continuing as the Surviving Entity, all upon the terms and subject to the conditions set forth herein;

(8) each of (i) Merger Partner Equityholder, as sole member and manager of Merger Partner and (ii) the board of managers of the General Partner of Merger Partner Equityholder, has approved this Agreement and the transactions contemplated hereby, including the Merger; (9) the board of directors of SpinCo (the “SpinCo Board”) has (i) approved this Agreement, the Separation and Distribution Agreement and the other Transaction Documents, (ii) approved the transactions contemplated hereby and thereby and (iii) declared each of the matters in each of the foregoing clauses (i) and (ii) advisable, fair to and in the best interests of SpinCo and the Company, as SpinCo’s sole stockholder;

(10) the board of directors of the Company (the “Company Board”) has approved this Agreement and the transactions contemplated hereby, subject to such further action by the Company Board required, if applicable, to determine the structure of the Distribution, establish the Record Date and the Distribution Date, and declare the Distribution (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement); and

(11) it is the intention of the Parties that, for U.S. federal income Tax purposes: (a) the Contribution and the related distribution by a Subsidiary of the Company to the Company of at least 80.1% of SpinCo Common Stock by means of a pro rata distribution, taken together and together with any Debt-for-Equity Exchange or Clean-Up Distribution by such Subsidiary of the Company, qualify as a “reorganization” under Sections 368(a)(1)(D) and 355(a) of the Code; (b) the Distribution, taken together with any Clean-Up Distribution by the Company, qualify as a transaction described in Section 355(a) of the Code; (c) the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (d) each of this Agreement and the Separation and Distribution Agreement constitute a “plan of reorganization” for purposes of Section 368 of the Code.

NOW, THEREFORE:

In consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used herein, the following terms have the following meanings:

(1) “Action” has the meaning set forth in the Separation and Distribution Agreement.

(2) “Additional Entities” has the meaning set forth in the Separation and Distribution Agreement.

(3) “Adverse Law Event” means (a) the enactment of any Law, issuance of any judicial determination or proposal or promulgation of any administrative authority or pronouncement (including any interpretation of Law) which would materially adversely affect the likelihood the Transactions qualify for Tax-Free Status, (b) the approval by either house of the U.S. Congress or the U.S. executive branch of any legislation which would if enacted and signed into Law, or would reasonably be expected to if enacted and signed into Law, materially adversely affect the likelihood the Transactions qualify for Tax-Free Status, (c) the refusal by the IRS to issue any ruling requested in the IRS Ruling Request or (d) the refusal by Cravath to give the Merger Partner Merger Tax Opinion or by WLRK or Company Accounting Firm to give any of the Company Tax Opinions (as applicable).

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(4) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, through one or more intermediaries or otherwise.

(5) “Agreement” means this Agreement and Plan of Merger, including all Annexes, Exhibits and Schedules hereto (including the Disclosure Schedules), as it may be amended, restated, modified or supplemented from time to time in accordance with its terms.

(6) “Alternative Escrow Arrangement” has the meaning set forth in Annex I.

(7) “Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, the HSR Act and any other federal, state, foreign or supranational Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

(8) “Base Merger Consideration” shall mean a number of shares of SpinCo Common Stock (rounded to the nearest whole share) equal to (a) the aggregate number of shares of SpinCo Common Stock issued and outstanding immediately prior to the Effective Time, divided by (b) the Company Valuation Percentage, multiplied by (c) the Merger Partner Valuation Percentage.

(9) “Benefit Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of ERISA but regardless of whether such plan is subject to ERISA) and each employee benefit or compensation plan, program, agreement or arrangement, including each pension, retirement, profit sharing, 401(k), severance, health and welfare, disability, deferred compensation, employment, termination, change-in-control, retention, fringe benefit, stock purchase, cash bonus or equity-based incentive or other benefit plan, program, agreement, policy or other arrangement, in each case, that is maintained for the benefit of current and/or former directors, officers, consultants or employees, excluding any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority and any Multiemployer Plan.

(10) “Books and Records” has the meaning set forth in the Separation and Distribution Agreement.

(11) “Business Day” means any day that is not a Saturday, a Sunday or other day on which banking institutions are authorized or obligated by Law to be closed in New York, New York.

(12) “Clean-Up Distribution” has the meaning set forth in the Separation and Distribution Agreement.

(13) “Code” means the Internal Revenue Code of 1986, as amended.

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(14) “Collective Bargaining Agreement” means each written Contract with a labor union, labor organization, works council or other labor organization.

(15) “Company Accounting Firm” means a nationally recognized accounting firm reasonably acceptable to the Company.

(16) “Company Business” has the meaning set forth in the Separation and Distribution Agreement.

(17) “Company Combined Tax Return” shall mean any combined, consolidated, affiliated or unitary Tax Return that includes the Company or any of its Affiliates (other than the SpinCo Entities), on the one hand, and any of SpinCo or the SpinCo Subsidiaries, on the other hand, it being understood that a Tax Return claiming group relief or similar sharing of Tax losses or other attributes (or surrendering) shall not, by virtue of such claiming, be considered a Company Combined Tax Return.

(18) “Company Common Stock” means the common stock, par value $1.00 per share, of the Company.

(19) “Company Distribution Tax Representations” means the representations of an officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Company Accounting Firm and WLRK, delivered to Company Accounting Firm and WLRK in connection with the Distribution Tax Opinions.

(20) “Company Group” has the meaning set forth in the Separation and Distribution Agreement.

(21) “Company Material Adverse Effect” means any change, event, development, condition, occurrence or effect that has or would reasonably be expected to prevent, materially impair or materially delay the ability of the Company to perform by the Outside Date its obligations hereunder or under the Separation and Distribution Agreement or to consummate the transactions contemplated hereby and thereby, including the Merger and the Separation, by the Outside Date.

(22) “Company SEC Documents” means all forms, reports, Schedules, statements and other documents required to be filed or furnished by the Company or SpinCo with the SEC since January 1, 2021.

(23) “Company Tax Opinions” means the Distribution Tax Opinions and the Company Merger Tax Opinion.

(24) “Company Valuation Percentage” means one (1) minus the Merger Partner Valuation Percentage.

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(25) “Competing Merger Partner Proposal” means any inquiry, proposal or offer for, or indication of interest in, any (a) direct or indirect acquisition, exclusive license or purchase of any business or assets of Merger Partner or any of the Merger Partner Subsidiaries that, individually or in the aggregate, constitutes 20% or more of the assets of the Merger Partner Business, taken as a whole, (b) direct or indirect acquisition or purchase of 20% or more of any class of any Interests or representing 20% or more of the outstanding voting power of Merger Partner, or (c) merger, consolidation, business combination, stock exchange, joint venture, partnership or similar transaction involving any business of Merger Partner or any Merger Partner Subsidiaries that constitutes 20% or more of the assets of the Merger Partner Business, taken as a whole. None of the Transactions shall be a Competing Merger Partner Proposal.

(26) “Competing SpinCo Proposal” means any inquiry, proposal or offer for, or indication of interest in, any (a) direct or indirect acquisition, exclusive license or purchase of any business or assets of the Company or any of its Subsidiaries that, individually or in the aggregate, constitutes 20% or more of the assets of the SpinCo Business, taken as a whole, (b) direct or indirect acquisition or purchase of 20% or more of any class of any Interests or representing 20% or more of the outstanding voting power of SpinCo, (c) merger, consolidation, business combination, stock exchange, joint venture, partnership or similar transaction involving any business of the Company or any of its Subsidiaries that constitutes 20% or more of the assets of the SpinCo Business, taken as a whole. None of the Transactions shall be a Competing SpinCo Proposal.

(27) “Confidentiality Agreement” means that certain Confidentiality Agreement, by and between Merger Partner OpCo and the Company, dated as of June 29, 2023, as amended, restated or supplemented from time to time, including any addendum thereto.

(28) “Consent” means any consent, clearance, expiration or termination of a waiting period, approval, exemption, waiver, authorization, filing, registration or notification.

(29) “Contract” means any binding contract, agreement, understanding, arrangement, loan or credit agreement, note, bond, indenture, lease, warranty, accepted purchase order with outstanding performance obligations at the applicable time of determination, sublicense or license or other instrument, but excluding any Benefit Plan.

(30) “Contributing Subsidiary” has the meaning set forth in the Separation and Distribution Agreement.

(31) “Contribution” has the meaning set forth in the Separation and Distribution Agreement.

(32) “Controlled Group Liability” means any and all liabilities (1) under Title IV of ERISA, (2) under Section 302 of ERISA, (3) under Sections 412 and 4971 of the Code, or (4) as a result of a failure to comply with the continuing coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

(33) “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

(34) “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or 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 COVID-19, including the CARES Act and Families First Act.

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(35) “Cravath” means Cravath, Swaine & Moore LLP.

(36) “Debt-for-Equity Exchange” means a transfer of all or a portion of the Retained Shares by the Contributing Subsidiary to its creditors in exchange for outstanding debt obligations of the Contributing Subsidiary.

(37) “DGCL” means the Delaware General Corporation Law.

(38) “Disclosure Schedules” means, collectively, the Merger Partner Disclosure Schedule and the SpinCo Disclosure Schedule.

(39) “Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

(40) “Distribution Time” has the meaning set forth in the Separation and Distribution Agreement.

(41) “DLLCA” means the Delaware Limited Liability Company Act.

(42) “Employee Matters Agreement” means the Employee Matters Agreement dated as of the date hereof among the Company, SpinCo and Merger Partner.

(43) “Environmental Laws” has the meaning set forth in the Separation and Distribution Agreement.

(44) “Environmental Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

(45) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(46) “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(47) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

(48) “Excluded Assets” has the meaning set forth in the Separation and Distribution Agreement.

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(49) “Excluded Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

(50) “Foreign Benefit Plan” means any Benefit Plan that is maintained primarily for the benefit of employees outside the United States (whether or not subject to U.S. Laws).

(51) “Foreign Investment Law” means any federal, state, foreign, or supranational Law that is designed or intended to screen, prohibit, restrict or regulate investments on cultural, public order or safety, privacy, or national or economic security grounds.

(52) “Former SpinCo Employee” has the meaning set forth in the Employee Matters Agreement.

(53) “Fraud” means any actual and intentional misrepresentation of a material fact by a Party in making the representations and warranties set forth in Article IV, Article V or Article VI, as applicable, or in the certificate contemplated by Section 8.2(c) and Section 8.3(c), as applicable, that constitutes actual common law fraud under the Laws of the State of Delaware, but does not include fraud based on constructive knowledge, negligent misrepresentation, recklessness or a similar theory, equitable fraud, promissory fraud or any other fraud or torts based on recklessness or negligence.

(54) “French Companies” has the meaning set forth in the Separation and Distribution Agreement.

(55) “GAAP” means generally accepted accounting principles in the United States.

(56) “Governance Term Sheet” means the Governance Term Sheet attached hereto as Annex II.

(57) “Government Bid” means any offer, quotation, bid or proposal (solicited or unsolicited) which, if accepted or awarded, would reasonably be expected to lead to a Government Contract.

(58) “Government Contract” means (a) with respect to the Company, and with respect to SpinCo prior to the Effective Time, any Contract between the Company (or any Subsidiary thereof, including any SpinCo Entity), on the one hand, and (i) the U.S. federal government or other Governmental Authority, (ii) any prime contractor to the U.S. federal government or other Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor with respect to any Contract described in clause (i) or clause (ii) above, on the other hand, in the cases of each of clauses (i) through (iii), primarily relating to the operation of the SpinCo Business, and (b) with respect to Merger Partner, and with respect to SpinCo on or following the Effective Time, any Contract between Merger Partner (or any Subsidiary thereof), on the one hand, and (i) the U.S. federal government or other Governmental Authority, (ii) any prime contractor to the U.S. federal government or other Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor with respect to any Contract described in clause (i) or clause (ii) above, on the other hand, in the cases of each of clauses (a) and (b), for the sale of goods or services for which the period of performance has not expired or terminated or for which final payment has not yet been received as of the date hereof. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

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(59) “Governmental Authority” has the meaning set forth in the Separation and Distribution Agreement.

(60) “Hazardous Substance” has the meaning set forth in the Separation and Distribution Agreement.

(61) “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

(62) “Intellectual Property” has the meaning set forth in the Separation and Distribution Agreement.

(63) “Interests” means shares, partnership interests, limited liability company interests or any other equity interest in any Person.

(64) “Internet Properties” has the meaning set forth in the Separation and Distribution Agreement.

(65) “IRS” means the United States Internal Revenue Service.

(66) “IRS Ruling” means a private letter ruling from the IRS received after the date hereof, in form and substance reasonably acceptable to the Company, (i) to the effect that the D Reorganization (as defined in the Tax Matters Agreement), the Distribution by the Company, any Clean-Up Distribution (as defined in the Separation and Distribution Agreement) and the SpinCo Payment (as defined in the Separation and Distribution Agreement) qualify for Tax-Free Status, (ii) to the effect that any other Distributions and Contributions (each, as defined in the Tax Matters Agreement) that are part of the Reorganization and are included in the IRS Ruling Request qualify for Tax-Free Status, and (iii) regarding such other or related matters germane to the U.S. federal income Tax consequences of the Transactions as the Company may reasonably determine in good faith consultation with Merger Partner acting reasonably as included in the initial formal request (as distinguished from any pre-submission conference memorandum) for such private letter ruling submitted by the Company pursuant to Section 7.2(g) (or any supplemental request with respect to modifications requested by, or needed or appropriate to accommodate or respond to, the IRS after such initial formal request); provided that, notwithstanding the foregoing, the Company shall not be permitted to assert that the IRS Ruling is not reasonably acceptable due to the failure of the IRS Ruling to include (A) a ruling that the Contributing Subsidiary may use the proceeds of the SpinCo Payment or the Debt-for-Equity Exchange in a manner other than repayment of indebtedness of the Company, (B) a ruling providing an alternative to a Debt-for-Equity Exchange and Clean-Up Distribution under which Retained Shares would be sold to third parties in a taxable sale within a specified period of years after the Distribution, (C) a ruling in relation to a Debt-for-Equity Exchange regarding variable pricing mechanisms to allocate pricing risk on the disposition of the Retained Shares, or (D) a ruling to the effect that the Alternative Escrow Arrangement does not result in the recognition of any gain, loss, income or deduction for U.S. federal income Tax purposes to the Company, the Contributing Subsidiary (as defined in the Separation and Distribution Agreement) or the affiliated group, for U.S. federal income Tax purposes, of which they are a member (it being agreed and understood that this clause (D) shall not prevent the Company from asserting that a ruling has not been obtained, or that a ruling that has been obtained is not reasonably acceptable, for purposes of Section 10 of Annex I).

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(67) “IRS Ruling Request” means the request for the IRS Ruling and such other rulings that the Company determines are necessary or appropriate (which, for the avoidance of doubt, shall include a ruling to the effect that the Alternative Escrow Arrangement does not result in the recognition of any gain, loss, income or deduction for U.S. federal income Tax purposes to the Company, the Contributing Subsidiary (as defined in the Separation and Distribution Agreement) or the affiliated group, for U.S. federal income Tax purposes, of which they are a member) that will be submitted by the Company to the IRS.

(68) “Knowledge” means (a) with respect to the Company, the actual knowledge of the Persons set forth in Section 1.1(a) of the SpinCo Disclosure Schedule, after reasonable inquiry, and (b) with respect to Merger Partner, the actual knowledge of the Persons set forth in Section 1.1(a) of the Merger Partner Disclosure Schedule, after reasonable inquiry.

(69) “Law” has the meaning set forth in the Separation and Distribution Agreement.

(70) “Liability” has the meaning set forth in the Separation and Distribution Agreement.

(71) “Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, exclusive license, purchase option, right of first offer or refusal, security interest or other lien of any kind.

(72) “Locked Box Date” has the meaning set forth in the Separation and Distribution Agreement.

(73) “Losses” means any and all Liabilities, claims, losses, damages, costs, expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses).

(74) “Merger Consideration” means the Base Merger Consideration and any Additional Merger Consideration.

(75) “Merger Partner Affiliate Contract” means any Contract, whether or not in writing, (a) between Merger Partner or any of its Subsidiaries, on the one hand, and any present or former officer or director of Merger Partner or any of its Subsidiaries or “immediate family member” thereof (as defined in Rule 16a-1 under the Exchange Act), on the other hand, or (b) between Merger Partner or any of its Subsidiaries, on the one hand, and Merger Partner Equityholder, any Merger Partner Sponsor or any of their respective Affiliates (other than the Merger Partner or any of its Subsidiaries), on the other hand, except in the case of clause (a) above with respect to compensation, benefits or severance received as employees or former employees in the ordinary course of business.

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(76) “Merger Partner Benefit Plan” means each Benefit Plan that is or has been maintained, sponsored, contributed to or entered into, or is required to be maintained, sponsored, contributed to or entered into, by Merger Partner or any of its Subsidiaries for the benefit of their respective current or former employees.

(77) “Merger Partner Business” means the businesses of Merger Partner and its Subsidiaries as conducted as of the date hereof.

(78) “Merger Partner Credit Agreement Accession Requirements” means the requirements under the Merger Partner Credit Agreements with respect to the SpinCo Entities becoming guarantors under, and providing collateral to secure obligations under, the Merger Partner Credit Agreements, in each case, upon the consummation of the Merger and the related transactions on the Closing Date.

(79) “Merger Partner Credit Agreements” means (a) the First Lien Credit Agreement dated as of January 31, 2020, as amended as of November 20, 2020, February 15, 2022 and May 25, 2023, among Merger Partner, Merger Partner OpCo, Amentum Government Services Holdings LLC, a Delaware limited liability company, Amentum N&E Holdings LLC, a Delaware limited liability company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and (b) the Second Lien Term Loan Agreement dated as of January 31, 2020, as amended as of February 15, 2022, March 18, 2022 and May 25, 2023, among Merger Partner, Merger Partner OpCo, Amentum Government Services Holdings LLC, a Delaware limited liability company, Amentum N&E Holdings LLC, a Delaware limited liability company, the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent and collateral agent, in each case, as amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.

(80) “Merger Partner Datasite” means the datasite established by Merger Partner for purposes of due diligence of Merger Partner and the Merger Partner Subsidiaries and their respective businesses (including any “clean room” or similar subset of a datasite or folders in which access is restricted to certain Representatives of the Company).

(81) “Merger Partner Disclosure Schedule” means the Disclosure Schedule to this Agreement delivered by Merger Partner to the Company and SpinCo on the date hereof and identified as such.

(82) “Merger Partner Distribution Tax Representations” means the representations of an officer of Merger Partner (and the representations of officers of members of the Merger Partner Equityholder Group, as applicable), dated as of the Closing Date, in form and substance reasonably satisfactory to Company Accounting Firm and WLRK, delivered to Company Accounting Firm and WLRK in connection with the Distribution Tax Opinions.

(83) “Merger Partner Equityholder Group” means Merger Partner Equityholder, ASP Amentum Investco LP and LG Amentum Holdings LP and each of their respective Affiliates (excluding, for the avoidance of doubt, SpinCo and its Subsidiaries).

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(84) “Merger Partner Intellectual Property” means the Intellectual Property owned by Merger Partner or any of its Subsidiaries.

(85) “Merger Partner IT Assets” means all systems, networks, hardware, and Software, including computers, servers, workstations, tablets, phones, servers, blades, peripheral devices, data centers, and equipment and infrastructure related to the foregoing, in each case, of Merger Partner and its Subsidiaries.

(86) “Merger Partner Leakage Amount” has the meaning set forth in the Separation and Distribution Agreement.

(87) “Merger Partner Material Adverse Effect” means any change, event, development, condition, occurrence or effect that (a) has, or would reasonably be expected to have, individually or in the aggregate with any other changes, events, developments, conditions, occurrences or effects, a material adverse effect on the business, financial condition or results of operations of Merger Partner and the Merger Partner Subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, individually or in the aggregate, a Merger Partner Material Adverse Effect for purposes of this clause (a): (i) any changes resulting from general market, economic, financial, capital markets or regulatory conditions, (ii) any general changes in the credit, debt, financial or capital markets or changes in interest or exchange rates, (iii) any changes in applicable Law or GAAP (or, in each case, authoritative interpretations thereof), (iv) any changes resulting from any hurricane, flood, tornado, earthquake, or other natural disaster or weather-related events, or other force majeure events, or any worsening thereof, (v) any changes resulting from local, national or international political conditions, including the outcome of any elections, the outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, cyberattacks, acts of foreign or domestic terrorism or civil unrest, or changes in governmental budgeting or spending, (vi) any changes generally affecting the industries in which Merger Partner and the Merger Partner Subsidiaries operate, (vii) any changes resulting from the execution of this Agreement or the Separation and Distribution Agreement or the announcement or the pendency of the Merger or the Separation, including, to the extent resulting therefrom, actions of Governmental Authorities, or any actions of or loss of customers, suppliers, distributors, employees or other material business relationships or partnerships (including any cancellation or delay in customer orders or any termination of or adverse changes to any Contract effected or proposed by any customer, supplier, distributor or other counterparty) (provided that this clause (vii) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution of this Agreement or the Separation and Distribution Agreement or the announcement or the pendency of the Merger or the Separation), (viii) any changes resulting from any action required to be taken by the terms of this Agreement (other than pursuant to Section 7.1), (ix) the failure to meet internal expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted by another clause of this definition) or (x) any changes resulting from any epidemics, pandemics or disease (including COVID-19 or any COVID-19 Measures); provided that, in the case of clauses (i), (ii), (iii), (iv), (v) and (vi), if such changes, events, developments, conditions, occurrences or effects disproportionately impact Merger Partner and the Merger Partner Subsidiaries, taken as a whole, as compared to other participants in the industries in which Merger Partner and the Merger Partner Subsidiaries operate, only the incremental disproportionate impact thereof may be taken into account in determining whether a Merger Partner Material Adverse Effect has occurred or would reasonably be expected to occur; or (b) has or would reasonably be expected to materially impair or materially delay the ability of Merger Partner to perform by the Outside Date its obligations hereunder or under the Separation and Distribution Agreement or to consummate the Transactions by the Outside Date.

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(88) “Merger Partner Merger Tax Representations” means the representations of an officer of Merger Partner (and the representations of officers of members of the Merger Partner Equityholder Group, as applicable), dated as of the Closing Date, in form and substance reasonably satisfactory to WLRK and Cravath, delivered to WLRK and Cravath in connection with the Merger Tax Opinions.

(89) “Merger Partner OpCo” means Amentum Holdings LLC, a Delaware limited liability company and wholly owned Subsidiary of Merger Partner.

(90) “Merger Partner Operating Model” means, collectively, the “contract waterfall analyses” made available to the Company at Merger Partner Datasite locations 13.1.1, 13.1.4 and 13.1.6.

(91) “Merger Partner Related Financing” means any amendment, extension, refinancing or replacement of, or any incurrence or establishment of, any indebtedness and/or commitments under any of the Merger Partner Credit Agreements, in each case, that is announced or commenced by Merger Partner or any of its Subsidiaries in connection with, or that otherwise relates to, the transactions contemplated by this Agreement, so long as such amendment, extension, refinancing, replacement, incurrence or establishment is not prohibited by Section 7.1(d). For the avoidance of doubt, the SpinCo Financing does not constitute Merger Partner Related Financing.

(92) “Merger Partner Sponsor” has the meaning set forth in the Separation and Distribution Agreement.

(93) “Merger Partner Subsidiaries” means all direct and indirect Subsidiaries of Merger Partner.

(94) “Merger Partner Tax Representations” means the Merger Partner Distribution Tax Representations and the Merger Partner Merger Tax Representations.

(95) “Merger Partner Valuation Percentage” means 0.37.

(96) “Merger Tax Opinions” means the Company Merger Tax Opinion and the Merger Partner Merger Tax Opinion.

(97) “Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA.

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(98) “NYSE” means the New York Stock Exchange.

(99) “Open Source Software” means (a) any Software used under a license identified as an open source license by the Open Source Initiative (www.opensource.org) and (b) any other Software that is distributed as freeware, or under similar licensing or distribution models.

(100) “Organizational Documents” means (a) with respect to any corporation, its articles or certificate of incorporation and bylaws; (b) with respect to any limited liability company, its articles or certificate of organization or formation and its operating agreement or limited liability company agreement or documents of similar substance; (c) with respect to any limited partnership, its certificate of limited partnership and partnership agreement or governing or organizational documents of similar substance; and (d) with respect to any other entity, governing or organizational documents of similar substance to any of the foregoing, in the case of each of the foregoing clauses (a) through (d), as may be in effect from time to time.

(101) “Overhead and Shared Services” has the meaning set forth in the Separation and Distribution Agreement.

(102) “Permits” has the meaning set forth in the Separation and Distribution Agreement.

(103) “Permitted Liens” means (a) statutory Liens arising by operation of Law with respect to a Liability incurred in the ordinary course of business and which is not delinquent or is being contested in good faith by appropriate proceedings; (b) requirements and restrictions of zoning, licensing, permitting, building and other similar land-use Laws which are not violated by the present use or occupancy of the real property subject thereto; (c) Liens for Taxes or mechanics’, construction contractor’s, materialmen’s and similar Liens arising or incurred in the ordinary course of business and with respect to any amounts, in each case (i) not yet overdue by more than sixty (60) days or (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (d) non-exclusive license rights to Intellectual Property granted in the ordinary course of business consistent with past practice; (e) all encroachments, overlaps, overhangs, variations in area or measurement, servitudes or easements (including conservation easements and public trust easements, rights-of-way, covenants, conditions, restrictions, reservations, licenses and other similar non-monetary matters) of public record or any other similar matters not of record which would be disclosed by an accurate survey or physical inspection of the applicable real property (provided, however, that any of the foregoing, individually and in the aggregate, do not materially impair or interfere with the operation or use of such real property in the operation of the business currently conducted thereon); (f) purchase money Liens and Liens securing rental payments under capital lease agreements; (g) liens arising under conditional sales Contracts and equipment leases with third parties entered into in the ordinary course of business; (h) pledges or deposits to secure public or statutory obligations unrelated to any default or violation of any Law; (i) Liens arising under or created by this Agreement or any Transaction Document (other than as a result of a breach or default under such Contracts); (j) Liens securing the SpinCo Financing; (k) restrictions on transfer resulting from securities Laws; (l) Liens encumbering customary initial deposits and margin deposits and other Liens in the ordinary course of business, in each case securing interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, forward contracts, options, futures contracts, futures options, equity hedges or similar agreements or arrangements designed to protect from fluctuations in interest rates, currencies, equities or the price of commodities; (m) Liens associated with a sale or discount of accounts receivable; (n) pledges or deposits made in the ordinary course of business consistent with past practice in connection with workers’ compensation, unemployment insurance and other types of social security (other than pursuant to Section 303(k) or 4068 of ERISA or Section 430(k) of the Code) or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, performance and return of money bonds and similar obligations; and (o) Liens described on Section 1.1(b) of the SpinCo Disclosure Schedule or Section 1.1(b) of the Merger Partner Disclosure Schedule.

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(104) “Person” has the meaning set forth in the Separation and Distribution Agreement.

(105) “Personal Information” means all information in any form or media that identifies, could be used to identify or is otherwise related to an individual person (including any current, prospective, or former customer, end user or employee), in addition to any definition for “personal information” or any similar term provided by applicable Law or by the Company or Merger Partner, as applicable, in any of their respective privacy policies, notices or contracts (e.g., “personal data,” “personally identifiable information” or “PII”).

(106) “Privacy Laws” means any and all applicable Laws, legal requirements and self-regulatory guidelines (including of any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical or administrative), disposal, destruction, disclosure or transfer (including cross-border) of any Personal Information, including, but not limited to, the Federal Trade Commission Act, California Consumer Privacy Act, Payment Card Industry Data Security Standard, EU General Data Protection Regulation, any and all applicable Laws relating to breach notification, the use of biometric identifiers, and the use of Personal Information for marketing purposes.

(107) “Privacy Requirements” means all applicable Privacy Laws and all of the Company’s and Merger Partner’s, as applicable, policies, notices, and contractual obligations relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information.

(108) “Project Services Agreement” means a Project Services Agreement in substantially the form attached hereto as Exhibit A.

(109) “Qualified SpinCo Common Stock” means SpinCo Common Stock received by holders of Company Common Stock pursuant to the Distribution, except for any SpinCo Common Stock that is acquired, directly or indirectly, pursuant to a plan (or series of related transactions) that includes the Distribution, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder. This definition (and the application thereof) is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly.

(110) “Real Property Separation Plan” has the meaning set forth in the Separation and Distribution Agreement.

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(111) “Record Date” means the close of business on the date determined by the Company Board or a committee thereof as the record date for determining stockholders of the Company entitled to receive shares of SpinCo Common Stock in the Distribution.

(112) “Registered IP” has the meaning set forth in the Separation and Distribution Agreement.

(113) “Release” has the meaning set forth in the Separation and Distribution Agreement.

(114) “Reorganization” has the meaning set forth in the Separation and Distribution Agreement.

(115) “Representative” means, with respect to any Person, such Person’s directors, managers, members, officers, employees, agents, partners, attorneys, financial advisors, financing sources, consultants, advisors or other Persons acting on behalf of such Person.

(116) “Retained Shares Amount” means the number of Retained Shares, such number to be determined by the Company such that the number of Retained Shares shall result in the Company holding no more than 19.9% of the issued and outstanding shares of SpinCo immediately following the Distribution Time and prior to the Effective Time.

(117) “SEC” has the meaning set forth in the Separation and Distribution Agreement.

(118) “Securities Act” means the Securities Act of 1933, as amended.

(119) “Separation and Distribution Agreement” means that Separation and Distribution Agreement dated as of the date hereof among the Company, SpinCo, Merger Partner and Merger Partner Equityholder.

(120) “Separation Step Plan” has the meaning set forth in the Separation and Distribution Agreement.

(121) “Software” has the meaning set forth in the Separation and Distribution Agreement.

(122) “SpinCo Affiliate Contract” means any Contract, whether or not in writing, (a) between any SpinCo Entity, on the one hand, and any present or former officer or director of the SpinCo Entities or “immediate family member” thereof (as defined in Rule 16a-1 under the Exchange Act), on the other hand, or (b) between any SpinCo Entity, on the one hand, and the Company and/or any of its Subsidiaries (other than a SpinCo Entity), on the other hand.

(123) “SpinCo Assets” has the meaning set forth in the Separation and Distribution Agreement.

(124) “SpinCo Benefit Plan” means each Benefit Plan that is (i) maintained, sponsored, contributed to or entered into, or is required to be maintained, sponsored, contributed to or entered into by SpinCo or a Subsidiary thereof or to which SpinCo or any of its Subsidiaries is a party or under which SpinCo or any of its Subsidiaries otherwise has any Liability or obligations, contingent or otherwise, including any Liabilities or obligations assumed pursuant to the Employee Matters Agreement or the covenants to provide certain compensation and benefits thereunder, or (ii) solely for the benefit of SpinCo Employees and/or Former SpinCo Employees.

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(125) “SpinCo Borrower” means the Subsidiary of SpinCo designated as the borrower by SpinCo in connection with the SpinCo Financing.

(126) “SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement.

(127) “SpinCo Business Records” has the meaning set forth in the Separation and Distribution Agreement.

(128) “SpinCo Datasite” means the datasite established by the Company for purposes of due diligence of the SpinCo Entities and the SpinCo Business (including any “clean room” or similar subset of a datasite or folders in which access is restricted to certain Representatives of the Merger Partner).

(129) “SpinCo Disclosure Schedule” means the Disclosure Schedule delivered by the Company and SpinCo to Merger Partner on the date hereof and identified as such.

(130) “SpinCo Employee” has the meaning set forth in the Employee Matters Agreement.

(131) “SpinCo Entities” means SpinCo and the SpinCo Subsidiaries, after giving effect to (or assuming the effect of, as applicable) the Reorganization.

(132) “SpinCo Financing Fees” means all reasonable and documented out-of-pocket third-party cash costs and expenses incurred by the Company, SpinCo or any of their respective Subsidiaries in connection with the SpinCo Financing (including all commitment fees and other fees and expenses arising pursuant to the terms of the SpinCo Commitment Letter or the SpinCo Financing Agreements); provided, however, that the SpinCo Financing Fees shall not include (a) fees, costs or expenses incurred in connection with the preparation of the Business Financial Statements and (b) fees, costs and expenses arising from the preparation of the SpinCo Registration Statement (including the preparation of the financial statements required to be included therein) and the financial statements required to be delivered pursuant to Section 7.22(a).

(133) “SpinCo Government Bid” means each Government Bid primarily related to the SpinCo Business or any SpinCo Asset.

(134) “SpinCo Government Contract” means each Government Contract primarily related to the SpinCo Business or any SpinCo Asset.

(135) “SpinCo Intellectual Property” has the meaning set forth in the Separation and Distribution Agreement.

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(136) “SpinCo IT Assets” has the meaning set forth in the Separation and Distribution Agreement.

(137) “SpinCo Lender Parties” means the SpinCo Lenders, together with their Affiliates, and their and their Affiliates’ respective current or future officers, directors, employees, agents, representatives, stockholders, limited partners, managers, members or partners and their successors and assigns, in each case in their respective capacities as such.

(138) “SpinCo Lenders” means the entities that have committed or commit, after the date hereof, to provide or otherwise enter into agreements in connection with the SpinCo Financing, including the parties to the SpinCo Commitment Letter and any joinder agreements or credit agreements relating thereto.

(139) “SpinCo Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

(140) “SpinCo Material Adverse Effect” means any change, event, development, condition, occurrence or effect that (a) has, or would reasonably be expected to have, individually or in the aggregate with any other changes, events, developments, conditions, occurrences or effects, a material adverse effect on the business, financial condition or results of operations of the SpinCo Business, taken as a whole; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, individually or in the aggregate, a SpinCo Material Adverse Effect for purposes of this clause (a): (i) any changes resulting from general market, economic, financial, capital markets or regulatory conditions, (ii) any general changes in the credit, debt, financial or capital markets or changes in interest or exchange rates, (iii) any changes in applicable Law or GAAP (or, in each case, authoritative interpretations thereof), (iv) any changes resulting from any hurricane, flood, tornado, earthquake, or other natural disaster or weather-related events, or other force majeure events, or any worsening thereof, (v) any changes resulting from local, national or international political conditions, including the outcome of any elections, the outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, cyberattacks, acts of foreign or domestic terrorism or civil unrest, or changes in governmental budgeting or spending, (vi) any changes generally affecting the industries in which the SpinCo Business operates, (vii) any changes resulting from the execution of this Agreement or the Separation and Distribution Agreement or the announcement or the pendency of the Merger or the Separation, including, to the extent resulting therefrom, actions of Governmental Authorities, or any actions of or loss of customers, suppliers, distributors, employees or other material business relationships or partnerships (including any cancellation or delay in customer orders or any termination of or adverse changes to any Contract effected or proposed by any customer, supplier, distributor or other counterparty) (provided that this clause (vii) shall not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution of this Agreement or the Separation and Distribution Agreement or the announcement or the pendency of the Merger or the Separation), (viii) any changes resulting from any action required to be taken by the terms of this Agreement (other than pursuant to Section 7.1), (ix) the failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted by another clause of this definition) or (x) any changes resulting from any epidemics, pandemics or disease (including COVID-19 or any COVID-19 Measures); provided that in the case of clauses (i), (ii), (iii), (iv), (v) and (vi), if such changes, events, developments, conditions, occurrences or effects disproportionately impacts the SpinCo Business, taken as a whole, as compared to other participants in the industries in which the SpinCo Business operates, only the incremental disproportionate impact thereof may be taken into account in determining whether a SpinCo Material Adverse Effect has occurred or would reasonably be expected to occur; or (b) has or would reasonably be expected to materially impair or materially delay the ability of SpinCo to perform by the Outside Date its obligations hereunder or under the Separation and Distribution Agreement or to consummate the Transactions by the Outside Date.

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(141) “SpinCo Merger Tax Representations” means the representations of an officer of SpinCo, dated as of the Closing Date, in form and substance reasonably satisfactory to WLRK and Cravath, delivered to WLRK and Cravath in connection with the Merger Tax Opinions.

(142) “SpinCo Operating Model” collectively, the “operating models” made available to the Company at SpinCo Datasite locations 3.4.1.3.1 and 4.4.1.3.1.

(143) “SpinCo Payment” has the meaning set forth in the Separation and Distribution Agreement.

(144) “SpinCo Permit” has the meaning set forth in the Separation and Distribution Agreement.

(145) “SpinCo Registration Statement” means the registration statement on Form 10 (or such other registration statement as may be mutually agreed by the parties) to be filed by SpinCo with the SEC to effect the registration under the Exchange Act of the shares of SpinCo Common Stock in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution Time.

(146) “SpinCo Subsidiaries” means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization. For the avoidance of doubt, following the Effective Time, the SpinCo Subsidiaries shall include the Merger Partner Subsidiaries.

(147) “Stockholders Agreement” has the meaning set forth in the Governance Term Sheet attached hereto as Annex II.

(148) “Subsidiary” means, with respect to any Person, any corporation, entity or other organization, whether incorporated or unincorporated, of which such first Person directly or indirectly owns or controls all of the securities or other interests and having voting power to elect a majority of the board of directors or others performing similar functions; provided, that, from and after the Closing, none of the SpinCo Entities shall be considered a Subsidiary of the Company Group.

(149) “Tax-Free Status” has the meaning set forth in the Tax Matters Agreement.

(150) “Tax-Free Transactions” has the meaning set forth in the Tax Matters Agreement.

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(151) “Tax Matters Agreement” means a Tax Matters Agreement in substantially the form attached hereto as Exhibit B. For the avoidance of doubt, in the case of any term defined herein by reference to the Tax Matters Agreement, such reference shall refer to the Form of Tax Matters Agreement as set forth in Exhibit B until such time as the Tax Matters Agreement is entered into and, thereafter, to the Tax Matters Agreement.

(152) “Tax Returns” has the meaning set forth in the Tax Matters Agreement.

(153) “Taxes” has the meaning set forth in the Tax Matters Agreement.

(154) “Technology” has the meaning set forth in the Separation and Distribution Agreement.

(155) “Trade Secret” has the meaning set forth in the Separation and Distribution Agreement.

(156) “Transaction Documents” means this Agreement, the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Project Services Agreement, the Stockholders Agreement, the Equity Commitment Letter and any other agreements between the parties hereto or their respective Affiliates in connection with the Transaction (including as necessary to implement the arrangements set forth in the Governance Term Sheet and the Real Estate Separation Plan), and including all annexes, Exhibits, Schedules, attachments and appendices thereto, and any certificate or other instrument delivered by any Party to any other Party pursuant to this Agreement or any of the foregoing.

(157) “Transaction Process” means all matters relating to the separation, disposition or sale of the SpinCo Business and the review of strategic alternatives with respect to the SpinCo Business (including the potential spin-off of the SpinCo Business), including matters relating to (a) the solicitation of proposals from and negotiations with third parties in connection with the disposition or sale of the SpinCo Business, SpinCo Assets or any portions thereof, or (b) the drafting, negotiation or interpretation of any of the provisions of this Agreement or the Transaction Documents, or the determination of the allocation of any assets or Liabilities pursuant to the foregoing agreements or the transactions contemplated thereby.

(158) “Transactions” shall mean the Merger, the Separation, the Distribution and the other transactions contemplated by this Agreement, the Separation and Distribution Agreement and the other Transaction Documents.

(159) “Transfer Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp, value-added, goods and services, or similar Taxes.

(160) “Transition Services Agreement” means a Transition Services Agreement in substantially the form attached hereto as Exhibit C.

(161) “Treasury Regulations” means the regulations promulgated by the U.S. Treasury Department under the Code.

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(162) “Willful Breach” means, with respect to any obligation, covenant or agreement of a Party in this Agreement, any action or omission taken or omitted to be taken by such Party in material breach of such obligation, covenant or agreement that such Party intentionally takes (or intentionally fails to take or perform) with actual knowledge that such action or omission would, or would reasonably be expected to, cause or result in a breach of this Agreement.

(163) “WLRK” means Wachtell, Lipton, Rosen & Katz.

Section 1.2 Cross References. Each of the following terms is defined in the Section set forth opposite such term:

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Section 1.3 Interpretation.

(a) Unless the context of this Agreement otherwise requires:

(i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and (G) the word “or” shall be disjunctive but not exclusive;

(ii) any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; provided that, for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, and the related regulations thereunder and published interpretations thereof, in each case, as of such date or dates;

(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder, and for the purposes of Section 8.1(d) of this Agreement, references to any Law shall not include any notice of an ongoing investigation by a Governmental Authority; and

(iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(c) Nothing herein (including the SpinCo Disclosure Schedule and the Merger Partner Disclosure Schedule) shall be deemed an admission by any Party or any of its Affiliates, in any Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law.

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(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

(f) 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.”

(g) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(h) All monetary figures shall be in United States dollars unless otherwise specified.

(i) No reference in this Agreement to dollar amount thresholds shall be deemed to be evidence of a SpinCo Material Adverse Effect, a Company Material Adverse Effect or a Merger Partner Material Adverse Effect, as applicable, or materiality.

(j) Unless otherwise appropriate based on the context or specified herein, each of the representations and warranties of the Company related to SpinCo or the SpinCo Business set forth herein shall be deemed to be made as if the transactions contemplated by the Separation and Distribution Agreement (including the Reorganization) have been consummated in accordance with the terms thereof as of the date such representations and warranties are made hereunder.

(k) The phrases “furnished,” “provided,” “delivered” or “made available” when used with respect to information or documents means that such information or documents (i) have been physically or electronically delivered to the relevant Party (and includes that such information or documents have been furnished to its Representatives acting on its behalf or posted to the Merger Partner Datasite or the SpinCo Datasite) as of 5:00 p.m., New York City time, on November 19, 2023 or (ii) are otherwise Company SEC Reports and made publicly available on the SEC’s EDGAR website by the Company not later than one (1) Business Day prior to the execution of this Agreement.

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ARTICLE II

THE MERGER

Section 2.1 Pre-Closing Contribution; the Merger. Following the Separation and prior to the Effective Time, and upon the terms and subject to the conditions of this Agreement, Merger Partner Equityholder shall contribute to Merger Partner an amount equal to $235,000,000 (the “Merger Partner Equityholder Contribution Amount”) by wire transfer of immediately available funds to an account designated in writing by Merger Partner (the “Merger Partner Equityholder Contribution”). Immediately following the Merger Partner Equityholder Contribution, Merger Partner shall, at the Effective Time and upon the terms and subject to the conditions of this Agreement, be merged with and into SpinCo (the “Merger”) in accordance with the applicable provisions of the DGCL and the DLLCA, the separate existence of Merger Partner shall cease and SpinCo shall continue as the Surviving Entity of the Merger (sometimes referred to herein as the “Surviving Entity”) and shall succeed to and assume all the rights, powers and privileges and be subject to all of the obligations of Merger Partner in accordance with the applicable provisions of the DGCL and the DLLCA. References herein to “SpinCo” with respect to the period from and after the Effective Time shall be deemed to be references to the Surviving Entity. At the Effective Time, the effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL and the DLLCA.

Section 2.2 Closing. Unless the transactions herein contemplated shall have been abandoned and this Agreement terminated pursuant to Section 9.1, the closing of the Merger and the other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., New York City time, on the date that is three (3) Business Days after the date on which after the conditions set forth in Article VIII (other than those, including the Separation, that are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing) have been satisfied or, to the extent permitted by applicable Law, waived, by electronic exchange of documents and signatures or at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, unless another date, time or place is agreed to in writing by the Company and Merger Partner. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”

Section 2.3 Effective Time. On the Closing Date, Merger Partner and SpinCo shall file a certificate of merger relating to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLLCA and shall make all other filings or recordings required under the DGCL and the DLLCA, as applicable. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later time as Merger Partner and SpinCo shall agree and specify in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”).

Section 2.4 Certificate of Incorporation and Bylaws of the Surviving Entity.

(a) Without limiting Section 7.8(a), the certificate of incorporation of SpinCo shall, by virtue of the Merger, be amended and restated in its entirety to read as mutually agreed by the Parties in good faith, which shall be consistent with the applicable terms of the Governance Term Sheet and rename the Surviving Entity the name set forth on Section 2.4(a) of the Merger Partner Disclosure Schedule (the “SpinCo Certificate of Incorporation”), and as so amended and restated shall be the certificate of incorporation of the Surviving Entity until amended in accordance with the SpinCo Certificate of Incorporation and applicable Law.

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(b) Without limiting Section 7.8(a), the bylaws of SpinCo shall, by virtue of the Merger, be amended and restated in their entirety to read as mutually agreed by the Parties in good faith, which shall be consistent with the applicable terms of the Governance Term Sheet (the “SpinCo Bylaws”) and, as so amended and restated, shall be the bylaws of the Surviving Entity until amended in accordance with the SpinCo Certificate of Incorporation, the SpinCo Bylaws and applicable Law.

Section 2.5 Governance Matters. On the Closing Date, each of SpinCo and Merger Partner Equityholder shall execute and deliver the Stockholders Agreement and the Parties shall enter into such other arrangements as are necessary to implement the terms and conditions of the Governance Term Sheet.

ARTICLE III

CONVERSION OF EQUITY INTERESTS

Section 3.1 Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party to this Agreement or any holder of the capital stock of the Company, SpinCo or Merger Partner:

(a) Merger Partner Equity Interests.

(i) The Merger Partner Equity Interests issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive, in the aggregate, a number of fully paid and nonassessable shares of SpinCo Common Stock equal to the Base Merger Consideration and, if applicable, any Additional Merger Consideration, in each case rounded down to the nearest whole share and subject to adjustment, if applicable, determined in accordance with Section 3.1(c).

(ii) The Merger Partner Equity Interests issued and outstanding as of immediately prior to the Effective Time, when converted in accordance with this Section 3.1, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and Merger Partner Equityholder shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided in Section 3.1(a)(i).

(b) SpinCo Common Stock. Each share of SpinCo Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding immediately following the Effective Time.

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(c) Merger Consideration Adjustment.

(i) If the percentage of outstanding shares of Qualified SpinCo Common Stock to be received in the Distribution by holders of Company Common Stock in respect of their Company Common Stock (the “Applicable Percentage”) would be less than 50.1% of all shares of SpinCo Common Stock outstanding immediately following the consummation of the Merger (determined without regard to any adjustment pursuant to this Section 3.1(c)(i)) (the “Threshold Percentage”), then:

(A) first, the Company shall reduce the number of Retained Shares and increase the number of shares of SpinCo Common Stock to be distributed to the Company’s stockholders in the Distribution until either (x) the Applicable Percentage (after giving effect to such increase in the shares of SpinCo Common Stock distributed to the Company’s stockholders in the Distribution) is equal to the Threshold Percentage or (y) the number of Retained Shares is reduced to zero (0); and

(B) solely if the Applicable Percentage (after giving effect to the reduction in the number of Retained Shares to zero (0) and the corresponding increase in the shares of SpinCo Common Stock distributed to the Company’s stockholders in the Distribution) would still be less than the Threshold Percentage, but decreasing the number of shares of SpinCo Common Stock to be issued to Merger Partner Equityholder as Merger Consideration by a number of shares of SpinCo Common Stock having an aggregate value (based on the SpinCo Common Stock Per Share Value) that is less than or equal to the Merger Partner Equityholder Contribution Amount would cause the Applicable Percentage (after giving effect to such decrease in the Merger Consideration) to be equal to the Threshold Percentage, then (1) the number of shares of SpinCo Common Stock to be issued to Merger Partner Equityholder as Merger Consideration shall be decreased by no more than the number of shares of SpinCo Common Stock having an aggregate value (based on the SpinCo Common Stock Per Share Value) that is equal to the Merger Partner Equityholder Contribution Amount and (2) the amount of the Merger Partner Equityholder Contribution Amount shall be decreased by an amount equal to the product of (x) the SpinCo Common Stock Per Share Value multiplied by (y) the reduction pursuant to the foregoing clause (1) in the number of shares of SpinCo Common Stock to be issued to the Merger Partner Equityholder as Merger Consideration.

(ii) For purposes of this Section 3.1(c), (A) the number of shares of SpinCo Common Stock outstanding immediately following the consummation of the Merger shall include any (x) shares of SpinCo Common Stock (including, for the avoidance of doubt, all shares of SpinCo Common Stock that could be issued pursuant to Section 3.1(a) at or after the Effective Time), (y) instruments that are treated as SpinCo Common Stock for U.S. federal income Tax purposes and (z) shares of SpinCo Common Stock that may be issued after the consummation of the Merger, pursuant to the exercise or settlement of an option or other contract acquired or entered into before the Merger that may be regarded as having been acquired or entered into before the Merger as part of a “plan” or “series of related transactions” of which the Distribution is a part within the meaning of Section 355(e) of the Code (for the avoidance of doubt, taking into account the safe harbors under Treasury Regulations Section 1.355-7(d)) and (B) the “SpinCo Common Stock Per Share Value” shall be equal to the quotient resulting from dividing (x) the total equity value of the Surviving Entity, by (y) the number of shares of SpinCo Common Stock outstanding, in each case, immediately following the consummation of the Merger.

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(iii) The determination as to whether the amount of Qualified SpinCo Common Stock to be received in the Distribution by holders of Company Common Stock in respect of their Company Common Stock meets the Threshold Percentage and the SpinCo Common Stock Per Share Value, in each case, shall be made jointly by Merger Partner and the Company acting reasonably and in good faith and in consultation with their outside legal counsel and tax advisors. In furtherance thereof, (A) during the Interim Period, Merger Partner and the Company shall promptly notify the other upon it becoming aware of any action or occurrence that would reasonably be expected to result in the need for an adjustment to the Merger Consideration pursuant to this Section 3.1(c) and (B) no later than ten (10) Business Days prior to the expected Closing Date, Merger Partner and the Company shall (1) provide the other with any information that is reasonably necessary or reasonably requested by the other Party with respect to the calculation of the Applicable Percentage and the SpinCo Common Stock Per Share Value and (2) promptly thereafter, if such Party determines that the Threshold Percentage is not met, notify the other Party thereof (together with its calculation of the Applicable Percentage and the SpinCo Common Stock Per Share Value and proposed adjustment required to (x) the number of shares of SpinCo Common Stock to be distributed to the Company’s stockholders in the Distribution, and (y) the number of shares of SpinCo Common Stock to be issued to the Merger Partner Equityholder as Merger Consideration (if any) and the Merger Partner Equityholder Contribution Amount (if any), including reasonable supporting detail for any such calculations). Merger Partner and the Company shall consider and discuss in good faith any adjustment to the Merger Consideration or the Merger Partner Equityholder Contribution Amount proposed by the other Party and seek to determine the final amounts thereof no later than three (3) Business Days prior to the Closing Date.

Section 3.2 Exchange of Interests.

(a) Exchange Procedures. At the Effective Time (or, with respect to any Additional Merger Consideration to which Merger Partner Equityholder shall become entitled to receive pursuant to Section 3.1(a) and Annex I at or after the Effective Time, pursuant to Annex I), SpinCo shall issue (or, to the extent applicable pursuant to Annex I, the escrow agent shall transfer) to Merger Partner Equityholder, in direct book-entry form, the number of shares of SpinCo Common Stock representing the Base Merger Consideration and any Additional Merger Consideration, in each case, issuable to Merger Partner Equityholder pursuant to Section 3.1(a)(i).

(b) No Further Ownership Rights in SpinCo Common Stock. All shares of SpinCo Common Stock issued in respect of Merger Partner Equity Interests in accordance with the terms of this Section 3.2 shall be deemed to have been issued in full satisfaction of all rights pertaining to such Merger Partner Equity Interests, other than Merger Partner Equityholder’s right to receive any Additional Merger Consideration to the extent applicable and not received at the Effective Time.

(c) Closing of Transfer Books. From and after the Effective Time, the stock transfer books of Merger Partner shall be closed and no transfer shall be made of any Interests of Merger Partner that were outstanding as of immediately prior to the Effective Time.

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(d) Tax Withholding. SpinCo, the Company and Merger Partner shall each be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Merger Partner Equityholder such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law; provided that the Parties shall reasonably cooperate in good faith to reduce or eliminate any such deduction or withholding to the extent permissible under state, local or foreign Tax Law. To the extent that amounts are so deducted or withheld and timely paid over to the appropriate Governmental Authority, such deducted or withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 3.3 Additional Merger Consideration. Any additional shares of SpinCo Common Stock that Merger Partner Equityholder shall become entitled to receive pursuant to Section 3.1(a) and Annex I of this Agreement (whether at or after the Effective Time) shall be deemed to be additional merger consideration (the “Additional Merger Consideration”) payable to the Merger Partner Equityholder in respect of the Merger Partner Equity Interests.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

RELATING TO THE COMPANY

Except as otherwise disclosed or identified in (a) the Company SEC Documents filed and publicly available on the SEC’s EDGAR database at least one (1) Business Day prior to the date hereof (excluding any disclosures of factors or risks contained in, or references therein to, the captions “Risk Factors” or “Forward-Looking Statements” to the extent they are forward-looking statements and any other similar general, predictive or cautionary statements) or (b) the SpinCo Disclosure Schedule (it being understood that each such disclosure shall also apply to each other representation and warranty contained in this Article IV to the extent that it is reasonably apparent on the face of such disclosure that it is relevant to or applies to such representation or warranty), the Company hereby represents and warrants to Merger Partner and Merger Partner Equityholder as follows:

Section 4.1 Organization of the Company.

(a) The Company has been duly incorporated and is validly existing and in good standing as a Delaware corporation.

(b) The Company has all requisite corporate power and authority to own, lease and operate its properties and assets in the manner in which such assets and properties are now owned, leased and operated and to conduct its business as it is now being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Merger Partner true and complete copies of the Organizational Documents of the Company as in effect on the date hereof. The Company is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable), except as would not, individually or in the aggregate, have a Company Material Adverse Effect.

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Section 4.2 Due Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, except for such further action of the Company Board required, if applicable, to determine the structure of the Distribution, establish the Record Date and the Distribution Date, and declare the Distribution (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and declare the Distribution (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that each of this Agreement and the other applicable Transaction Documents to which each of Merger Partner and Merger Partner Equityholder is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Merger Partner and Merger Partner Equityholder (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”).

Section 4.3 Consents and Approvals; No Violations.

(a) Assuming the accuracy of Section 6.4, no Consent or Permit of any Governmental Authority is required on the part of the Company for the execution, delivery and performance by the Company of this Agreement or of any Transaction Document to which it is or will be a party at the Effective Time or the consummation by the Company of the transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Antitrust Law or Foreign Investment Law, the Securities Act, the Exchange Act, or applicable blue sky laws, (ii) compliance with any Permits relating to the SpinCo Business, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the applicable provisions of the DGCL and the DLLCA or (iv) any such Consents or Permits, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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(b) Assuming compliance with Section 4.3(a) and the accuracy of Section 6.4 and except as set forth on Section 4.3 of the SpinCo Disclosure Schedule or Section 5.4 of the SpinCo Disclosure Schedule, neither the execution, delivery and performance by the Company of this Agreement or of any Transaction Document to which it is or will be a party at the Effective Time, nor the consummation by the Company of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the Organizational Documents of the Company, (ii) result in a breach or violation of, or constitute a default under, or give rise to any right of termination, amendment, cancellation or acceleration adverse to the Company under a Contract to which the Company is a party that constitutes a “material contract” with respect to the Company as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC (other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC), (iii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the SpinCo Assets, or (iv) violate any Law applicable to the Company, except, in the case of clause (ii), clause (iii) and clause (iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.4 Litigation. (a) There are no Actions pending or, to the Knowledge of the Company, threatened before or by any Governmental Authority against the Company or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect, and (b) neither the Company nor any of its Subsidiaries is subject to any Order that, in each case, would reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.5 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from any SpinCo Entity, Merger Partner or Merger Partner Equityholder in connection with this Agreement or the Transaction Documents, or the transactions contemplated hereby or thereby, based upon arrangements made by or on behalf of the Company or any of its Subsidiaries except as will be paid by the Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SPINCO RELATING TO SPINCO

Except as otherwise disclosed or identified in (a) the Company SEC Documents filed and publicly available on the SEC’s EDGAR database at least one (1) Business Day prior to the date hereof (excluding any disclosures of factors or risks contained in, or references therein to, the captions “Risk Factors” or “Forward-Looking Statements” to the extent they are forward-looking statements and any other similar general, predictive or cautionary statements) or (b) the corresponding section or subsection of the SpinCo Disclosure Schedule (it being understood that each such disclosure shall also apply to each other representation and warranty contained in this Article V to the extent that it is reasonably apparent on the face of such disclosure that it is relevant to or applies to such representation or warranty), each of the Company (in the case of Section 5.1 through Section 5.26 and the applicable provisions of Section 5.27) and SpinCo (in the case of the applicable provisions of Section 5.27) hereby represents and warrants to Merger Partner and Merger Partner Equityholder as follows:

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Section 5.1 Organization of the SpinCo Entities. SpinCo is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except as would not reasonably be expected to be material to the SpinCo Business, taken as a whole. The Company has made available to Merger Partner true and complete copies of the Organizational Documents of SpinCo as in effect on the date hereof. Each of the SpinCo Entities other than SpinCo is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. Each SpinCo Entity has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the conduct of its business requires such qualification, in each case except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. Section 5.1 of the SpinCo Disclosure Schedule sets forth a list of all SpinCo Entities, their respective jurisdictions of organization or formation, as applicable, and the Person(s) owning outstanding Interests of each such SpinCo Entity; provided that to the extent that the Reorganization provides for the formation of new SpinCo Entities (each, a “New SpinCo Entity”), Section 5.1 of the SpinCo Disclosure Schedule shall be deemed to be automatically amended to include such New SpinCo Entities to the extent applicable and the representations set forth in this Section 5.1 with respect to such New SpinCo Entity shall be deemed to be given as of the date such New SpinCo Entity is formed and not as of the date hereof.

Section 5.2 Due Authorization. SpinCo has all requisite corporate power and authority to execute and deliver this Agreement and (subject to the receipt of the Consents described in Section 5.4) will, prior to the Closing, have all requisite corporate power and authority to execute and deliver the Transaction Documents to which it will be a party at the Effective Time and to consummate the transactions contemplated hereby and thereby. The execution and delivery by SpinCo of this Agreement and the Transaction Documents to which it is or will be a party as of the date hereof have been duly and validly authorized and approved by all necessary and proper corporate action on its part and, except for the SpinCo Stockholder Approval, no other corporate action on the part of SpinCo is necessary to authorize this Agreement or the Transaction Documents to which it is a party as of the date hereof. Prior to the Effective Time, the execution and delivery by SpinCo of any other Transaction Documents to which it will be a party will be duly and validly authorized and approved by all necessary and proper corporate action on its part and no other corporate action on the part of SpinCo will be necessary to authorize the other Transaction Documents to which it will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been, or will be, duly and validly executed and delivered by SpinCo and (assuming that each of this Agreement and the other applicable Transaction Documents to which Merger Partner is or will be a party at the Effective Time constitutes a legal, valid and binding obligation of Merger Partner) constitutes or will constitute a legal, valid and binding obligation of SpinCo, enforceable against SpinCo in accordance with its terms, subject to the Remedies Exception.

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Section 5.3 Capitalization of the SpinCo Entities.

(a) The shares of SpinCo Common Stock are duly authorized, validly issued, fully paid and nonassessable and owned by the Company, free and clear of all Liens, except Permitted Liens. Except for the shares of SpinCo Common Stock, there are no shares of common stock, preferred stock or other Interests of SpinCo issued or outstanding, and, except in connection with the Reorganization and the Distribution or as provided by this Agreement or the Separation and Distribution Agreement, there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other ownership interest in SpinCo or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of SpinCo, and no securities evidencing such rights are issued or outstanding. SpinCo has no outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of SpinCo on any matter.

(b) The issued and outstanding Interests of each of the SpinCo Entities (other than SpinCo) have been, or will be at the Closing, duly authorized and are (or will then be) validly issued and, as applicable, fully paid and nonassessable. SpinCo, directly or indirectly, owns, or will own at the Closing, of record and beneficially, all the issued and outstanding Interests of the SpinCo Entities (other than SpinCo), free and clear of any Liens (other than those set forth in their respective Organizational Documents or arising pursuant to applicable securities Laws or created by this Agreement). There are no outstanding options, warrants, rights or other securities exercisable or exchangeable for Interests of such SpinCo Entities (other than SpinCo), any other commitments or agreements providing for the issuance, sale, repurchase or redemption of Interests of such SpinCo Entities (other than SpinCo), and there are no agreements of any kind which may obligate any SpinCo Entities (other than SpinCo) to issue, purchase, redeem or otherwise acquire any of its Interests. Notwithstanding the foregoing, the representations set forth in this Section 5.3 with respect to any New SpinCo Entity shall be deemed to be given as of the date such New SpinCo Entity is formed and not as of the date hereof.

Section 5.4 Consents and Approvals; No Violations.

(a) Assuming the accuracy of Section 6.4, no Consent or Permit of any Governmental Authority (other than with respect to any Government Contract or Government Bid) is required on the part of any SpinCo Entity for the execution, delivery and performance by SpinCo of this Agreement or by any SpinCo Entity of any Transaction Document to which it is or will be a party or the consummation by any SpinCo Entity of the transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Antitrust Law or Foreign Investment Law, the Securities Act, the Exchange Act, or applicable blue sky laws, (ii) compliance with any Permits relating to the SpinCo Business, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the applicable provisions of the DGCL and the DLLCA, and (iv) any such Consents or Permits, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

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(b) Assuming compliance with Section 5.4(a) and the accuracy of Section 6.4, neither the execution, delivery and performance of this Agreement by SpinCo or any Transaction Document to which a SpinCo Entity is or will be a party by such SpinCo Entity, nor the consummation by any SpinCo Entity of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the respective Organizational Documents of the SpinCo Entities, (ii) result in a breach or violation of, or constitute a default under, or give rise to any right of termination, amendment, cancellation or acceleration adverse to any SpinCo Entity under any SpinCo Material Contract, (iii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the SpinCo Assets, or (iv) violate any Law applicable to the SpinCo Business, except, in the case of clause (ii), clause (iii) or clause (iv), as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.5 Financial Statements; Undisclosed Liabilities.

(a) Section 5.5 of the SpinCo Disclosure Schedule sets forth: (i) the unaudited statement of operations of the SpinCo Business for the years ended September 30, 2022 and October 1, 2021 and the unaudited balance sheet of the SpinCo Business as of September 30, 2022 (the “Annual Business Financial Statements”) and (ii) the unaudited interim statement of operations of the SpinCo Business for the nine (9) months ended June 30, 2023 and the unaudited balance sheet of the SpinCo Business as of June 30, 2023 (together with the Annual Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (x) were derived from the Books and Records of the Company and its Subsidiaries and were prepared in accordance with GAAP in all material respects consistently applied throughout the periods involved, except as otherwise noted therein and (y) present fairly, in all material respects, the financial position and the results of operations of the SpinCo Business, in the aggregate, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, in the case of interim statements, subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SpinCo Business has not operated on a separate standalone basis and has historically been reported within the Company’s consolidated financial statements, (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms-length transactions or that the SpinCo Business would incur on a standalone basis, and (C) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SpinCo Business or the SpinCo Entities will be in the future.

(b) To the Knowledge of the Company, there are no Liabilities or obligations of the SpinCo Business of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of the SpinCo Business, other than those that (i) are reflected or reserved against on the Business Financial Statements, (ii) have been incurred in the ordinary course of business since June 30, 2023, (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Transaction Documents or the Distribution, (iv) have been (or will be prior to the Closing) discharged or paid off or (v) would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

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Section 5.6 Absence of Certain Changes or Events. (a) Except as contemplated by this Agreement (including the reorganizations and transactions undertaken to facilitate the Reorganization and the Distribution), since June 30, 2023 and through the date of this Agreement, the SpinCo Business has been operated in the ordinary course consistent with past practice in all material respects and (b) since June 30, 2023, there has not occurred any event, change, development or effect that is continuing and would reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.7 National Security Matters. There is no fact relating to any SpinCo Entity which is organized in the United States and holds a facility clearance or the SpinCo Business that would or would reasonably be expected to prevent or prohibit the obtaining of, impose any material delay in the obtaining of or materially increase the risk of not obtaining the Requisite Regulatory Approvals. No SpinCo Entity which is organized in the United States and holds a facility clearance is, or will be, at the Closing, directly or indirectly owned or controlled by: (i) a “foreign” Person or Persons for purposes of the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. Parts 120–130; (ii) a “foreign” Person for purposes of reviews of transactions conducted by the Committee on Foreign Investment in the United States under the Defense Production Act of 1950, as amended and codified by 50 U.S.C. Section 4565 and as implemented by regulations at 31 C.F.R. Parts 800-801; (iii) a “foreign interest,” as defined in the National Industrial Security Program Operating Manual (“NISPOM”), such that any “foreign interest,” directly or indirectly, will own or have beneficial ownership of five percent (5%) or more of the outstanding shares of any class of the equity securities of the SpinCo Entities or will subscribe to five percent (5%) or more of the total capital commitment of the SpinCo Business; or (iv) a “foreign interest” as defined in the NISPOM, such that any “foreign interest,” directly or indirectly, will have the power, whether or not exercised, through contractual arrangements or other means, to direct or decide matters affecting the management or operations of the SpinCo Business, SpinCo or their respective Subsidiaries.

Section 5.8 Security Clearances. Section 5.8 of the SpinCo Disclosure Schedule sets forth all material facility security clearances held by any SpinCo Entity that the applicable SpinCo Entity is permitted by Law to disclose. Each SpinCo Entity is, and during the past two (2) years has been, in compliance with applicable national security requirements, including the requirements set forth in the NISPOM and all applicable requirements under each SpinCo Government Contract relating to the safeguarding of and access to classified information, except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. To the Knowledge of the Company, there is no pending, and in the past three (3) years has been no, investigation, complaint, inquiry, notice or other communication or action concerning any SpinCo Entity’s compliance with any national security requirement, including any investigation, complaint, inquiry, notice or other communication or action concerning the acts or omissions in relation to any national security requirement, except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.9 Sufficiency of the SpinCo Assets. At the Closing, (a) taking into account and giving effect to all of the Transaction Documents (including the rights, benefits and services made available in the Transition Services Agreement) and the Reorganization, (b) assuming all Consents and Permits necessary in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Documents have been obtained and (c) other than with respect to Overhead and Shared Services, the SpinCo Entities will own or have the right to use (including by means of ownership of rights pursuant to leases, licenses or other Contracts) all of the properties and assets necessary to conduct the SpinCo Business immediately following the Closing in substantially the same manner in all material respects as conducted by the Company and its Subsidiaries as of the date hereof. The foregoing is not, and is not intended to be, a representation of non-infringement of Intellectual Property (which representation is solely set forth in Section 5.18).

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Section 5.10 Litigation. As of the date of this Agreement, (a) there is no Action pending or, to the Knowledge of the Company, threatened, against any SpinCo Entity, or arising out of or relating to the SpinCo Business, except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, and (b) no SpinCo Entity (nor any of the Company or any of its other Subsidiaries solely with respect to the SpinCo Business) is subject to any outstanding order, judgment, writ, injunction, stipulation, award or decree issued by any Governmental Authority (any “Order”), except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.11 Property.

(a) Section 5.11(a) of the SpinCo Disclosure Schedule sets forth a list that is true and correct in all material respects of all real property owned by the Company or its Subsidiaries, in each case that primarily relates to or is primarily used in connection with the SpinCo Business (the “SpinCo Owned Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) the SpinCo Entities, as applicable, have good and marketable fee simple (or jurisdictionally comparable title) to all SpinCo Owned Real Property, free and clear of all Liens, except Permitted Liens, (ii) neither the Company nor its Subsidiaries has received written notice of any, and to the Knowledge of the Company, there is no, default by any of the SpinCo Entities under any restrictive covenants or easement agreements affecting the SpinCo Owned Real Property, (iii) there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by any of the SpinCo Entities under any such restrictive covenants or easements, (iv) no SpinCo Entity has leased any portion of any SpinCo Owned Real Property to any Person or mortgaged, deeded in trust or encumbered any interest in any SpinCo Owned Real Property, except Permitted Liens, and (v) there are no proceedings in expropriation, eminent domain or condemnation affecting any portion of any SpinCo Owned Real Property.

(b) Section 5.11(b) of the SpinCo Disclosure Schedule sets forth a list that is true and correct in all material respects of all real property leased, subleased, licensed or similarly occupied by the Company or its Subsidiaries, in each case that primarily relates to or is primarily occupied or used in connection with the SpinCo Business and has a base annual rent in excess of $1,000,000 (together with all real property leased, subleased, licensed or similarly occupied by the Company or its Subsidiaries, in each case that primarily relates to or is primarily occupied or used in connection with the SpinCo Business and has a base annual rent of $1,000,000 or less, the “SpinCo Leased Real Property”). The Company has delivered to Merger Partner a copy that is true and complete in all material respects of each lease, sublease, license or occupancy agreement with respect to each SpinCo Leased Real Property (the “SpinCo Real Property Leases”) that is set forth on Section 5.11(b) of the SpinCo Disclosure Schedule.

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Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) the SpinCo Entities, as applicable, have a good and valid leasehold, subleasehold, licensee or occupancy interest in all SpinCo Leased Real Property, free and clear of all Liens, except Permitted Liens and subject to the Remedies Exception, (ii) no SpinCo Entity, or, to the Knowledge of the Company, as of the date hereof, any other party thereto, is in breach of or default under any lease or sublease for the SpinCo Leased Real Property, (iii) no SpinCo Entity has, as of the date hereof, received any written notice from any lessor of any SpinCo Leased Real Property of any breach of or default under any lease or sublease thereto by any SpinCo Entity, which breach or default has not been cured and (iv) no SpinCo Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any SpinCo Leased Real Property, except Permitted Liens.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the SpinCo Entities own good and valid title to, or hold a valid leasehold interest in, all of the tangible personal property used by them in the conduct of the SpinCo Business, free and clear of all Liens, except for Permitted Liens.

Section 5.12 Tax Matters.

(a) Except as would not reasonably be expected to, individually or in the aggregate, have a SpinCo Material Adverse Effect:

(i) (A) All Tax Returns required to be filed by or with respect to a SpinCo Entity have been timely filed (taking into account applicable extensions), (B) all such Tax Returns are true, correct and complete, and (C) all Taxes, whether or not shown as due on such Tax Returns, in respect of each SpinCo Entity and the SpinCo Business have been paid, in the case of each of clauses (A) through (C), except to the extent adequate reserves therefor in accordance with GAAP have been provided on the Business Financial Statements;

(ii) (A) No Governmental Authority has asserted any written claim, assessment or deficiency for Taxes against any SpinCo Entity (and, to the Knowledge of the Company, no such claim, assessment or deficiency has been threatened or proposed in writing), except for deficiencies which have been satisfied by payment, settled or withdrawn and (B) no claim, audit or other proceeding by any Governmental Authority is pending or threatened in writing with respect to any Taxes of any SpinCo Entity;

(iii) No SpinCo Entity has any Liability for Taxes of any other Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor or by contract (other than customary commercial, leasing or employment contracts, the primary purposes of which do not relate to Taxes);

(iv) Other than in connection with the Separation, within the past two (2) years, no SpinCo Entity has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code; (v) No SpinCo Entity is a party to or bound by a Tax allocation or Tax sharing agreement (each a “Tax Sharing Agreement”) (other than (i) any agreements with customers, vendors, lenders or lessors entered into in the ordinary course of business and (ii) any Tax Sharing Agreement the only parties to which are the Company, its Affiliates and the SpinCo Entities);

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(vi) No SpinCo Entity has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and

(vii) There are no Liens for Taxes (other than Permitted Liens) upon the assets of any SpinCo Entity or the SpinCo Business.

(b) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that would reasonably be expected to prevent or impede (i) the Tax-Free Status, (ii) the Company from delivering the Company Distribution Tax Representations, (iii) SpinCo from delivering the SpinCo Merger Tax Representations, (iv) Merger Partner from delivering the Merger Partner Tax Representations, (v) the Company from receiving the IRS Ruling, (vi) the Company or Merger Partner from receiving the Tax opinions described in Section 7.2(d), (vii) the Company from receiving the Company Tax Opinions or (viii) Merger Partner from receiving the Merger Partner Merger Tax Opinion.

(c) Notwithstanding anything to the contrary in this Section 5.12, no representation or warranty in Section 5.12(a) shall be deemed to apply directly or indirectly with respect to any Company Combined Tax Return. Notwithstanding any other provision, the representations and warranties set forth in this Section 5.12 and, to the extent relating to Tax matters, Section 5.17, constitute the sole and exclusive representations and warranties of the Company in this Agreement regarding Tax matters.

Section 5.13 Material Contracts.

(a) There are no SpinCo Material Contracts as of the date hereof except as set forth on Section 5.13(a) of the SpinCo Disclosure Schedule. The term “SpinCo Material Contracts” means Contracts (other than sales or purchase orders, statements of work, standard terms and conditions, invoices and similar instruments) in the following categories that are primarily related to the SpinCo Business and to which the Company or any of its Subsidiaries is a party (in each case, other than any Contract that is an Excluded Asset, any intercompany agreements, any Contract listed on Section 5.14 of the SpinCo Disclosure Schedule, or any Contract for Overhead and Shared Services):

(i) each of the top ten (10) Contracts that are primarily related to the SpinCo Business, measured by the total amounts invoiced to the SpinCo Business during the twelve (12)-month period immediately preceding September 29, 2023, other than any such Contracts that can be terminated on less than one hundred and twenty (120) days’ notice without material monetary penalty;

(ii) each of the top five (5) Contracts that are primarily related to each of the Energy, Security & Technology, Advanced Engineering, Research & Operations and Divergent Solutions performance units of the SpinCo Business, measured by the amounts reasonably expected to be paid to the SpinCo Business during the twelve (12)-month period immediately preceding June 30, 2024; (iii) any Contract containing any future capital expenditure obligations of the SpinCo Business in excess of $10,000,000, other than joint ventures or similar material agreements involving co-investment between the SpinCo Business and a third party;

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(iv) any material joint venture or similar material agreement involving co-investment between the SpinCo Business and a third party which is reasonably expected to have revenues attributable to the SpinCo Business’s ownership percentage in excess of $10,000,000 during the twelve (12) months ending June 30, 2024, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among wholly owned Subsidiaries of the Company;

(v) any Contract relating to the acquisition or disposition of any business for aggregate consideration under such contract in excess of $10,000,000 (whether by merger, sale of stock, sale of assets or otherwise) under which, after the date hereof, the SpinCo Business will have any remaining material obligation with respect to an “earn out,” contingent purchase price or other similar contingent payment obligation;

(vi) (A) any Contract the express terms of which restrict or limit in any material respect the ability of any SpinCo Entity after the Closing to compete in any business or with any Person or in any geographic area, (B) any material Contract the express terms of which grant the other party “most favored nation” status or equivalent preferential pricing terms or (C) any material Contract the express terms of which grant the other party exclusivity or similar rights, in each case of clauses (A)-(C), other than (1) Contracts containing customary non-solicitation and no-hire provisions entered into in the ordinary course of business, (2) in connection with any teaming or similar agreement or arrangement, (3) as a result of an Organizational Conflict of Interest (as defined in FAR 2.101) or (4) as does not limit the SpinCo Entities or Additional Entities in any material respect;

(vii) any Contract pursuant to which (A) any Person has licensed any Intellectual Property to any SpinCo Entity or granted to any SpinCo Entity or the SpinCo Business any covenant not to sue or substantial right of use with respect to any Intellectual Property that is necessary and material to the operation of any SpinCo Entity or the SpinCo Business, excluding licenses with respect to commercially available or off-the-shelf Software or Technology, and (B) any SpinCo Entity has granted any Person a license to use any material SpinCo Intellectual Property or a covenant not to sue or other substantial right of use with respect to any material SpinCo Intellectual Property, excluding non-exclusive licenses granted in the ordinary course of business;

(viii) any Contract relating to or evidencing indebtedness for borrowed money or obligations evidenced by notes, bonds, debentures or other similar instruments, in each case, of the SpinCo Business, in each case, in excess of $10,000,000 individually, or guarantees or other credit support arrangements by the SpinCo Business of all or any part of any obligations of the type described above of any other Person, other than such Contracts or accounts solely between SpinCo Entities, Intercompany Arrangements or Intercompany Contracts and Accounts (as defined in the Separation and Distribution Agreement); and

(ix) the SpinCo Real Property Leases with base annual rents in excess of $1,000,000.

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(b) As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) each SpinCo Material Contract is (and any Contract entered into after the date hereof in accordance with Section 7.1(b)(E) that, if in effect on the date hereof, would have been a SpinCo Material Contract, will be as of the Closing) a legal, valid and binding obligation of the Company or a Subsidiary thereof, as applicable, and, to the Knowledge of the Company, each counterparty and is in full force and effect, (ii) neither the Company and its applicable Subsidiaries nor, to the Knowledge of the Company, any other party thereto, is in breach of, or in default under, any such SpinCo Material Contract (or any such Contract that, if in effect on the date hereof, would be a SpinCo Material Contract), and (iii) no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its applicable Subsidiaries, or, to the Knowledge of the Company, any other party thereto.

Section 5.14 Intercompany Arrangements. As of the date of this Agreement, except for (a) any Contracts that are not material in amount in relation to the SpinCo Business, (b) this Agreement and the Transaction Documents, (c) any Contracts set forth on Section 5.14 of the SpinCo Disclosure Schedule and (d) any Contracts that will be settled or terminated at or prior to the Closing, there are no Contracts solely between or among any of the Company and its Subsidiaries (other than any SpinCo Entity), on the one hand, and any SpinCo Entity, on the other hand, other than Organizational Documents of any SpinCo Entity (any of the foregoing, “Intercompany Arrangements”).

Section 5.15 Labor Relations.

(a) Section 5.15(a) of the SpinCo Disclosure Schedule sets forth a list, as of the date of hereof, of each Collective Bargaining Agreement governing the employment of SpinCo Employees. Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) no petition for recognition of a labor organization for the representation of the SpinCo Employees is pending or, to the Knowledge of the Company, threatened; (ii) no strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, union organizing activity, in each case affecting the SpinCo Business or involving any of the SpinCo Employees, exists or has existed within the past two (2) years; and (iii) none of the Company, SpinCo or any of their Subsidiaries has breached or otherwise failed to comply with any provision of any Collective Bargaining Agreement with respect to any SpinCo Employee.

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(b) There are no pending, or to the Knowledge of the Company, threatened, unfair labor or other employment-related practice charges, complaints or other grievances or Actions by or before any Governmental Authority arising under any applicable Law governing labor or employment in connection with or otherwise related to the SpinCo Business, any SpinCo Employees or Former SpinCo Employees, other than any such charges, complaints, grievances or Actions that would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, for the past two (2) years, the Company, SpinCo and their respective Subsidiaries have been in compliance with all Laws relating to labor and employment, including terms and conditions of employment, employment practices, employment discrimination and harassment, civil rights, the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local plant closures and mass layoffs Laws, wages (including minimum wage and overtime), hours of work, meal and rest breaks, withholdings and deductions, classification of employees, independent contractors and consultants, employment equity, collective bargaining, occupational health and safety, workers’ compensation and immigration with respect to the SpinCo Employees and Former SpinCo Employees.

Section 5.16 Compliance with Law; Permits.

(a) Except for Environmental Laws, and except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business) and the SpinCo Entities are, and, during the past two (2) years the SpinCo Entities and, solely with respect to the SpinCo Business, the Company and its other Subsidiaries (i) have been in compliance with all applicable Laws, and (ii) have not received notice from any Governmental Authority alleging any material non-compliance with or possible violation of any applicable Law or that the Company or any of its Subsidiaries (with respect to the SpinCo Business) or the SpinCo Entities, is subject to any inspection, investigation, survey, audit or other review.

(b) Except with respect to Permits required under applicable Environmental Laws, and except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) the Company and its Subsidiaries (with respect to the SpinCo Business) and the SpinCo Entities have obtained all of the SpinCo Permits necessary to conduct the SpinCo Business substantially as conducted as of the date hereof and in compliance with applicable Law and (ii) such SpinCo Permits are valid and in full force and effect and the Company or its applicable Subsidiary or the applicable SpinCo Entity is in compliance with the terms thereof.

Section 5.17 SpinCo Benefit Plans.

(a) Section 5.17(a) of the SpinCo Disclosure Schedule sets forth a list, as of the date hereof, of each material SpinCo Benefit Plan.

(b) As applicable with respect to each of the material SpinCo Benefit Plans, the Company has made available to Merger Partner true and complete copies of (i) the applicable plan document (or, in the case of any unwritten material SpinCo Benefit Plan, a written description of the material terms thereof) and all amendments thereto; (ii) the most recent summary plan description; (iii) the most recent Form 5500; (iv) the most recent determination, opinion or advisory letter issued by the IRS; (v) any related trust documents, insurance contracts or other funding arrangements and all amendments thereto and (vi) any material, non-routine correspondence with any Governmental Authority in the past three (3) years.

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(c) Each SpinCo Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan or related trust.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) each of the SpinCo Benefit Plans has been operated, funded and administered in all respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code; (ii) there are no Actions (other than routine claims for benefits) pending, or to the Knowledge of the Company, threatened, against the Company, SpinCo or any of their Subsidiaries involving any SpinCo Benefit Plan; and (iii) all required contributions to each SpinCo Benefit Plan have been made or properly accrued.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) neither SpinCo nor any of its ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to any Multiemployer Plan with respect to SpinCo Employees or Former SpinCo Employees, or to a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA; (ii) no SpinCo Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, and neither SpinCo nor any of its ERISA Affiliates sponsored, maintained or contributed to any such plan in the prior six (6) years; (iii) neither SpinCo nor any of its ERISA Affiliates has incurred any liability to or with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full; and (iv) no Controlled Group Liability has been incurred by SpinCo or its ERISA Affiliates that has not been satisfied in full, and, to the Knowledge of the Company, no condition exists that presents a risk to SpinCo or its ERISA Affiliates of incurring any such liability.

(f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions shall, either alone or in combination with another event: (i) entitle any SpinCo Employee, Former SpinCo Employee or other individual service provider of a SpinCo Entity to severance pay, unemployment compensation or any other benefits or payments; (ii) accelerate the time of payment, funding or vesting, or increase the amount of any payments or benefits due to any SpinCo Employee, Former SpinCo Employee or other individual service provider of a SpinCo Entity; (iii) limit or restrict the right to merge, terminate or amend any SpinCo Benefit Plan on or after the Closing; or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

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(g) No SpinCo Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code.

(h) No SpinCo Benefit Plan provides for post-retirement or other post-employment health or welfare benefits, other than health care continuation coverage as required by Section 4980B of the Code or any similar Law (“COBRA”) or ERISA.

(i) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) each SpinCo Benefit Plan that is a Foreign Benefit Plan (a “SpinCo Foreign Benefit Plan”) has been established, maintained and administered in all respects in accordance with its terms and applicable Laws, and if intended to qualify for special Tax treatment, meets all the requirements for such treatment; (ii) is funded, book-reserved or secured by an insurance policy to the extent required by the terms of the applicable SpinCo Foreign Benefit Plan or applicable Law, based on reasonable actuarial assumptions in accordance with applicable accounting principles; and (iii) each SpinCo Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Section 5.18 Intellectual Property.

(a) Section 5.18(a) of the SpinCo Disclosure Schedule sets forth a list, as of the date hereof, of all SpinCo Intellectual Property that is Registered IP, except Internet Properties (the “Registered SpinCo Intellectual Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Intellectual Property required to be disclosed in Section 5.18(a) of the SpinCo Disclosure Schedule pursuant to the foregoing sentence (i) are all subsisting and, to the Knowledge of the Company, not invalid and unenforceable and (ii) as of the date hereof, do not require any filings, payments or similar actions to be taken by the Company for the purposes of obtaining, maintaining, perfecting or renewing such Intellectual Property.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) as of the date hereof, the Company and its Subsidiaries solely and exclusively own and as of the Distribution, the SpinCo Entities solely and exclusively own all rights, title and interest in and to the SpinCo Intellectual Property, in each case, free and clear of all Liens other than Permitted Liens; (ii) the Company or one of its Subsidiaries has, and as of immediately following the Distribution Time the SpinCo Entities will have (or will have pursuant to a Transaction Document), valid rights to use all other Intellectual Property used in or necessary for the conduct or operation of the SpinCo Business and (iii) the SpinCo Intellectual Property and the Intellectual Property licensed to the SpinCo Entities pursuant to the Transaction Documents constitute all Intellectual Property of the Company and its Subsidiaries used in or necessary for the operation of the SpinCo Business as currently conducted.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) there is no Action pending or, to the Knowledge of the Company, threatened, that (x) challenges the ownership, validity or enforceability of any Registered SpinCo Intellectual Property (other than ordinary course proceedings related to the application for any item of Registered SpinCo Intellectual Property), or (y) alleges that the conduct of the SpinCo Business as currently conducted and as conducted in the past three (3) years infringes, misappropriates or otherwise violates or has infringed, misappropriated or otherwise violated any Person’s Intellectual Property, (ii) to the Knowledge of the Company, the operation of the SpinCo Business as currently conducted and as conducted in the past three (3) years does not infringe, misappropriate or violate and has not, in the past three (3) years preceding the date hereof, infringed, misappropriated or otherwise violated the Intellectual Property of any other Person, and (iii) the Company and its other Subsidiaries have not received any written notice since the date that is one (1) year prior to the date hereof alleging that the operation of the SpinCo Business, infringes, misappropriates, or violates the Intellectual Property of any other Person.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating, or has, in three (3) years preceding the date hereof, infringed, misappropriated or otherwise violated any SpinCo Intellectual Property and (ii) no Action alleging any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and its Subsidiaries and the SpinCo Entities have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the SpinCo Intellectual Property (except for any SpinCo Intellectual Property whose value would not reasonably be expected to be impaired in any material respect by disclosure), and to the Knowledge of the Company, there are no unauthorized uses or disclosures of any such Trade Secrets.

(f) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and its Subsidiaries (and, if applicable the SpinCo Entities) have executed valid written Contracts with all Persons (including their respective current and former employees, consultants and independent contractors) who contributed to the development or creation of any SpinCo Intellectual Property, pursuant to which each such Person has (A) agreed to hold all confidential information and Trade Secrets included in such Intellectual Property in confidence both during and after such Person’s employment or retention and (B) validly assigned (including by operation of law) to the Company or one of its Subsidiaries (or, if applicable, a SpinCo Entity) all of such Person’s right, title and interest in and to all such Intellectual Property developed or created in the course of such Person’s employment or retention thereby.

(g) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) none of the SpinCo Entities has combined or incorporated Open Source Software with any proprietary Software, the copyright in which is SpinCo Intellectual Property (“SpinCo Proprietary Software”) and distributed such combined SpinCo Proprietary Software in a manner that requires the contribution, licensing or disclosure to any third party of any portion of the source code of any such SpinCo Proprietary Software included in the SpinCo Intellectual Property; and (ii) the SpinCo Entities and, with respect to the SpinCo Business, the Company and its Subsidiaries, are in compliance with the terms and conditions of all relevant licenses for Open Source Software used in the SpinCo Proprietary Software.

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(h) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) as of the date hereof, the Company and its Subsidiaries, and (ii) as of the Distribution Time, the SpinCo Entities, own or have a valid right to access and use the SpinCo IT Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the SpinCo IT Assets do not contain any viruses, worms, trojan horses, bugs, faults or other devices, errors, contaminants or effects that: (A) disrupt or adversely affect the functionality of any such SpinCo IT Assets, except as disclosed in their documentation; or (B) enable or assist any Person to access without authorization any such SpinCo IT Assets.

(i) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, neither the execution of this Agreement or the Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will result in (i) the loss or impairment of the Company’s or any SpinCo Entity’s right to own or use any of the SpinCo Intellectual Property, other than any obligations which such party was bound by or subject to any rights granted prior to the Closing, or (ii) the payment of any additional consideration for the Company’s or any SpinCo Entity’s right to use any SpinCo Intellectual Property or Intellectual Property licensed pursuant to the terms of a SpinCo Contract in effect prior to the Closing.

(j) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: the Company and its Subsidiaries have complied with all contractual obligations to timely disclose to the relevant Governmental Authorities, timely file applications for, and timely elect title to any SpinCo Intellectual Property that is a subject invention as defined in the Bayh-Dole Act or other applicable Law.

Section 5.19 Environmental Matters.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and its Subsidiaries (in each case, solely with respect to the SpinCo Business), the SpinCo Entities and the assets and operations on any real property owned, leased or operated by the SpinCo Entities, the Company or the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business), are, and during the past three (3) years have been, in compliance with applicable Environmental Laws and any material Permit required to operate the SpinCo Business or occupy and use the SpinCo Assets, including the SpinCo Leased Real Property or the SpinCo Owned Real Property under any applicable Environmental Law (any “SpinCo Environmental Permit”), which compliance includes obtaining, maintaining and timely renewing such SpinCo Environmental Permits, all of which are in full force and effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, none of the Company or the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business) or the SpinCo Entities has received written notice from any Governmental Authority or Person during the past three (3) years alleging any Environmental Liability of the SpinCo Entities or the Company or any of its Subsidiaries (solely with respect to the SpinCo Business, the SpinCo Assets), the subject of which has not been fully and finally resolved.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, as of the date of this Agreement, (i) there is no Action is pending or, to the Knowledge of the Company, threatened that asserts any actual or potential Environmental Liability and (ii) no outstanding Order has been issued or is otherwise in effect in relation to any Environmental Law or any SpinCo Environmental Permit, in each case relating to the SpinCo Business, the SpinCo Assets, the SpinCo Leased Real Property, the SpinCo Owned Real Property or any other real property currently owned, leased or operated by the SpinCo Business.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, none of the SpinCo Entities, the Company or any of its Subsidiaries has Released any Hazardous Substance at, on, upon, into or from the SpinCo Leased Real Property, the SpinCo Owned Real Property or any other real property that would reasonably be expected to result in the SpinCo Entities incurring any Environmental Liability.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect or as specifically set forth in the Separation and Distribution Agreement, neither the Company nor any of its Subsidiaries (in each case, solely with respect to the SpinCo Business) nor any of the SpinCo Entities has assumed, either contractually or by operation of Law, any Environmental Liabilities of any other Person relating to any Environmental Law.

Section 5.20 Affiliate Matters. Except for Contracts solely between or among the SpinCo Entities or Contracts for employment, compensation or benefit agreements or arrangements with directors, officers and employees made in the ordinary course of business or as set forth on Section 5.20 of the SpinCo Disclosure Schedule, no SpinCo Entity is party to any SpinCo Affiliate Contract.

Section 5.21 Registration Statement. None of the information regarding any of the Company or any of its Subsidiaries (including the SpinCo Entities), the SpinCo Business, or the transactions contemplated by this Agreement or any Transaction Document to be provided by the Company or SpinCo or any of their respective Subsidiaries specifically for inclusion in, or incorporation by reference into, the SpinCo Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed to Company stockholders (the “Distribution Documents”) will, in the case of the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Distribution Documents and of any amendment or supplement thereto, or, in the case of the SpinCo Registration Statement, at the time such registration statement becomes effective, at the Distribution Date or at the Effective Time, contain an untrue or false statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading. The SpinCo Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, except that no representation is made by the Company or SpinCo with respect to information provided by Merger Partner specifically for inclusion in, or incorporation by reference into, the SpinCo Registration Statement.

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Section 5.22 Board and Stockholder Approval.

(a) Each of the Company Board and the SpinCo Board, at a meeting duly called and held or by written consent, has by unanimous vote of all directors present or unanimous consent, (i) approved this Agreement, the Separation and Distribution Agreement and the other Transaction Documents and (ii) approved the transactions contemplated hereby and thereby (iii) declared each of the matters in the foregoing clauses (i) and (ii) advisable, fair to and in the best interests of the Company, SpinCo and their respective stockholders; in each case except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Company (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement). As of the date hereof, the sole stockholder of SpinCo is a Subsidiary of the Company (and as of immediately prior to the Distribution the sole stockholder of SpinCo will be a Subsidiary of the Company).

(b) Immediately after the execution of this Agreement, SpinCo’s sole stockholder will approve and adopt this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, including the SpinCo Share Issuance and the Merger (the “SpinCo Stockholder Approval”), which SpinCo Stockholder Approval shall be in the form attached hereto as Exhibit D.

Section 5.23 SpinCo Financing. On or prior to the date of this Agreement, SpinCo has delivered to Merger Partner a true, complete and fully executed copy of (x) the commitment letter, dated the date of this Agreement, among JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada and SpinCo, including true and complete copies of all exhibits, schedules and annexes thereto, and (y) each fee letter referred to in such commitment letter or otherwise entered into by SpinCo or any of its Affiliates in connection with such commitment letter (such commitment letter and fee letters, collectively, in each case, as amended, restated, supplemented, waived or otherwise modified from time to time in accordance with the terms of this Agreement and the terms thereof, the “SpinCo Commitment Letter”), pursuant to which the SpinCo Lenders party thereto have committed to provide SpinCo or SpinCo Borrower with debt financing in the amount set forth therein (the debt financing contemplated by the SpinCo Commitment Letter being referred to as the “SpinCo Financing”). As of the date of this Agreement, (a) the SpinCo Commitment Letter has not been amended, supplemented, waived or otherwise modified in any respect, (b) the commitments of the SpinCo Lenders contained in the SpinCo Commitment Letter have not been withdrawn, terminated, modified or rescinded in any respect and (c) the SpinCo Commitment Letter is in full force and effect and is a legal, valid and binding obligation of SpinCo, and, to the Knowledge of the Company, each of the other parties thereto, enforceable against SpinCo, SpinCo Borrower and, to the Knowledge of the Company, each of the other parties thereto in accordance with its terms, subject to the Remedies Exception. As of the date of this Agreement, except for the SpinCo Commitment Letter delivered to Merger Partner on or prior to the date of this Agreement, there are no side letters or other Contracts to which SpinCo or any Affiliates thereof is a party relating to the SpinCo Financing.

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Except as expressly set forth in the SpinCo Commitment Letter delivered to Merger Partner on or prior to the date of this Agreement, there are no conditions precedent to the funding of the full amount of the SpinCo Financing. As of the date of this Agreement, no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would (i) constitute a default or breach under the SpinCo Commitment Letter on the part of SpinCo or any of its Affiliates or, to the Knowledge of the Company, any other party to the SpinCo Commitment Letter or (ii) to the Knowledge of the Company, result in any of the conditions to the funding of the SpinCo Financing not being satisfied or otherwise in any portion of the SpinCo Financing being unavailable or delayed.

Section 5.24 Government Contracts. Except as would not, individually or in the aggregate, reasonably be expected to have a SpinCo Material Adverse Effect, to the Knowledge of the Company: (a) each SpinCo Government Contract was legally awarded; (b) as of the date hereof, no SpinCo Government Contract or SpinCo Government Bid is currently the subject of bid or award protest proceedings; (c) each SpinCo Entity is, and during the past two (2) years has been, in compliance with the terms and conditions of, and the applicable Law related to, each SpinCo Government Contract and SpinCo Government Bid, as applicable; (d) during the two (2)-year period immediately prior to the date of this Agreement, neither any applicable Governmental Authority nor any prime contractor or subcontractor has notified any SpinCo Entity in writing that any SpinCo Entity has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or Government Bid; (e) during the two (2)-year period immediately prior to the date of this Agreement, no SpinCo Entity has made any mandatory or voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law relating to a SpinCo Government Contract; (f) no facts or circumstances exist that could reasonably be expected to warrant the institution of suspension or debarment proceedings against any SpinCo Entity; (g) no facts or circumstances exist that would reasonably be expected to give rise to a claim for fraud against any SpinCo Entity under any applicable Law relating to a SpinCo Government Contract; (h) neither the Company nor any of its Subsidiaries has during the past two (2) years received any adverse or negative past performance evaluations, reports or ratings, in connection with any Government Contract or Government Bid, that would reasonably be expected to adversely affect the evaluation of any SpinCo Government Bid; and (i) there is no material work or future business opportunity related to the SpinCo Business from which the Company or any of its Subsidiaries is currently limited, prohibited or otherwise restricted from performing or bidding, due to an Organizational Conflict of Interest (as defined in FAR 2.101).

Section 5.25 Export Control Laws. Except as set forth in Section 5.25 of the SpinCo Disclosure Schedule:

(a) Except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, the SpinCo Entities are, and during the past two (2) years have been, in compliance with all statutory and regulatory requirements under (i) the Arms Export Control Act (22 U.S.C. § 2778), the ITAR (22 C.F.R. §§ 120 et seq.), the U.S. Department of Energy’s regulations at 10 C.F.R. Part 810, the U.S. Nuclear Regulatory Commission’s regulations at 10 C.F.R. Part 110, the Export Administration Regulations (15 C.F.R.

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§§ 730 et seq.) and Executive Orders based on the authority vested in the President under the International Emergency Economic Powers Act, as amended, the Trading with the Enemy Act and other U.S. Sanctions laws, (ii) sanctions administered by the U.S. Department of State, including, but not limited to nonproliferation sanctions and sanctions under the Iran Sanctions Act of 1996, as amended (50 U.S.C § 1701 note), (iii) the Laws implemented by the Office of Foreign Assets Controls (“OFAC”) and the UK Export Control Order 2008, the Radioactive Sources (Control) Order 2006, the EU Dual-Use Regulation (EC) No. 428/2009, and (iv) any other economic, trade or financial sanction, export control, embargo and/or military or dual-use restriction administered by the United Nations, the UK and/or the European Union (including any member state) (collectively, and any successors or replacements thereof, the “Export Control Laws”). Since January 1, 2022, the SpinCo Entities have not received written, or to the Knowledge of the Company, oral communication from any Governmental Authority or any other Person of any actual or alleged material violation, breach or noncompliance with the Export Control Laws, except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(b) Except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, the SpinCo Entities are in compliance with the anti-boycott regulations administered by the U. S. Department of Commerce and the U.S. Department of Treasury and Section 999 of the Internal Revenue Code, and all Laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security, in each case with respect to the operation of the SpinCo Business.

(c) Except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) since January 1, 2022, the SpinCo Entities have not (A) entered into a consent agreement with the Directorate of Defense Trade Controls (“DDTC”), or (B) had any fines or penalties imposed by the State or Commerce Departments or OFAC or other applicable Governmental Authorities in connection with violations of the Export Control Laws and (ii) Company and its Subsidiaries, in each case with respect to the SpinCo Business, do not have any open investigations, voluntary disclosures or enforcement actions that are currently being reviewed by the State or Commerce Departments or OFAC or other applicable Governmental Authorities with authority under Export Control Laws.

Section 5.26 Data Privacy.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and its Subsidiaries (solely with respect to the SpinCo Business) and, to the Knowledge of the Company, any Person acting for or on behalf of the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) are, and during the past three (3) years have been, in compliance with all Privacy Requirements. None of the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) have received any written notice (including written notice from third parties acting on its behalf) of any claims, charges, investigations, or regulatory inquiries related to or alleging the violation of any Privacy Requirements and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably form the basis of any such claim, charge, investigation, or regulatory inquiry, in each case except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. The Company and its Subsidiaries (solely with respect to the SpinCo Business) have implemented and maintained policies, procedures and systems reasonably designed to facilitate receipt and appropriate responses to requests from individuals concerning their Personal Information.

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(b) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, the Company and its Subsidiaries (solely with respect to the SpinCo Business) have (i) implemented and maintain technical and organizational safeguards reasonably designed to protect Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (ii) taken reasonable steps to ensure that any third party with access to Personal Information collected by or on behalf of the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) has implemented and maintained the same. To the Knowledge of the Company, any third party who has provided Personal Information to the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) has done so in compliance with applicable Privacy Laws in all material respects.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, to the Knowledge of the Company there have been no breaches, security incidents, misuses of or unauthorized access to or disclosure of any Personal Information in the possession or control of the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) or collected, used or processed by or on behalf of the Company or any Subsidiary (solely with respect to the SpinCo Business).

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, neither the execution of this Agreement or the Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will result in (i) the violation of any Privacy Laws or (ii) the loss or impairment, pursuant to any applicable Contract or Law, of the Company’s or any SpinCo Entity’s rights to any of the Personal Information in the possession or control of the Company or any of its Subsidiaries (solely with respect to the SpinCo Business) or collected, used or processed by or on behalf of the Company or any Subsidiary (solely with respect to the SpinCo Business).

Section 5.27 No Other Representations and Warranties. Except as expressly set forth in Article VI or in any Transaction Document (and except for any Merger Partner Tax Representations), (a) each of the Company and SpinCo acknowledges and agrees that neither Merger Partner nor any of its Affiliates, nor any of their respective Representatives has made, or is making, any express or implied representation or warranty whatsoever with respect to Merger Partner or any of its Affiliates, or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and (b) each of the Company and SpinCo further acknowledges and agrees that neither Merger Partner nor any of its Affiliates shall be liable in respect of the accuracy or completeness of any information provided to the Company, SpinCo or any of their respective Affiliates or Representatives.

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Without limiting the generality of the foregoing, except as expressly set forth in Article VI or in any Transaction Document (and except for any Merger Partner Tax Representations), each of the Company and SpinCo acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to Merger Partner or any of its Subsidiaries that may have been made available, in the Merger Partner Datasite or otherwise, to the Company, SpinCo or any of their respective Affiliates or Representatives, and expressly disclaim reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made to, or made available to, itself or any of its Representatives, in each case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement, and notwithstanding the distribution, disclosure or other delivery to the Company, SpinCo or any of their respective Affiliates or Representatives of any document or other information with respect to any one or more of the foregoing, and waive any claims or causes of actions relating thereto, except for Fraud. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement (including the Merger Partner Disclosure Schedule), any information, documents or other materials (including any such materials contained in the Merger Partner Datasite or otherwise reviewed by the Company, SpinCo or any of their respective Affiliates or Representatives) or management presentations that have been or shall hereafter be provided to the Company, SpinCo or any of their respective Affiliates or Representatives are not and will not be deemed to be representations or warranties of Merger Partner, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, in each case except as expressly set forth in Article VI of this Agreement or in any Transaction Document (and except, in each case, for Merger Partner Tax Representations). In entering into this Agreement, each of the Company and SpinCo acknowledges and agrees that it has relied solely upon its own investigation and analysis, and each the Company and SpinCo acknowledges and agrees, to the fullest extent permitted by Law, that Merger Partner and its Affiliates and their respective Representatives shall not have any Liability or responsibility whatsoever to the Company or SpinCo or any of their respective Affiliates or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to the Company or SpinCo or their Affiliates or any of their respective Representatives, including in respect of the specific representations and warranties as set forth in Article VI of this Agreement or any Transaction Document, except as and only to the extent expressly set forth herein or therein with respect to such representations and warranties and subject to the limitations and restrictions contained herein or therein.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER AND MERGER PARTNER EQUITYHOLDER

Except as otherwise disclosed or identified in the corresponding section or subsection of the Merger Partner Disclosure Schedule (it being understood that each such disclosure shall also apply to each other representation and warranty contained in this Article VI to the extent that it is reasonably apparent on the face of such disclosure that it is relevant to or applies to such representation or warranty), Merger Partner and Merger Partner Equityholder hereby represent and warrant to the Company and SpinCo as follows:

Section 6.1 Organization. Each of Merger Partner and Merger Partner Equityholder is a limited liability company and limited partnership, respectively, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except as would not reasonably be expected to be material to Merger Partner and its Subsidiaries, taken as a whole. Each of Merger Partner and Merger Partner Equityholder has made available to the Company true and complete copies of the Organizational Documents of Merger Partner and Merger Partner Equityholder, in each case as in effect on the date hereof. Each of Merger Partner’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect. Each of Merger Partner Equityholder, Merger Partner and its Subsidiaries has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the conduct of its business requires such qualification, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect. Section 6.1 of the Merger Partner Disclosure Schedule sets forth a list of all the Subsidiaries of Merger Partner, their respective jurisdictions of organization or formation, as applicable, and the Person(s) owning outstanding Interests of such Merger Partner Subsidiary.

Section 6.2 Due Authorization. Each of Merger Partner and Merger Partner Equityholder has all requisite limited liability company and partnership power and authority, respectively, to execute and deliver this Agreement and (subject to the receipt of the Consents described in Section 6.4), will, prior to the Closing, have all requisite corporate power and authority to execute and deliver the Transaction Documents to which it will be a party at the Effective Time and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Merger Partner and Merger Partner Equityholder of this Agreement and the Transaction Documents to which it is a party as of the date hereof have been duly and validly authorized and approved by all necessary and proper limited liability company and partnership action on its part, and no other corporate action on the part of Merger Partner is necessary to authorize this Agreement or the Transaction Documents to which it is a party as of the date hereof. Prior to the Effective Time, the execution and delivery by each of Merger Partner and Merger Partner Equityholder of any other Transaction Documents to which it will be a party will be duly and validly authorized and approved by all necessary and proper corporate action on its part and no other corporate action on the part of Merger Partner or Merger Partner Equityholder will be necessary to authorize the other Transaction Documents to which it will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by Merger Partner and Merger Partner Equityholder and (assuming that this Agreement or such other applicable Transaction Documents to which each of the Company or SpinCo is or will be a party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Merger Partner and Merger Partner Equityholder, enforceable against Merger Partner and Merger Partner Equityholder in accordance with its terms, subject to the Remedies Exception.

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Section 6.3 Capitalization. As of the date hereof, all of the Merger Partner Equity Interests are held by the Merger Partner Equityholder and are duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens, except Permitted Liens. Except for the Merger Partner Equity Interests, there are no limited liability company interests or other Interests of Merger Partner issued or outstanding and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other ownership interest in Merger Partner or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Merger Partner, and no securities evidencing such rights are issued or outstanding. Merger Partner has no outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the Merger Partner Equityholder on any matter. The issued and outstanding Interests of each Subsidiary of Merger Partner have been, or will be at the Closing, duly authorized and are (or will then be) validly issued and, as applicable, fully paid and nonassessable. Merger Partner, directly or indirectly, owns, or will own at the Closing, of record and beneficially, all the issued and outstanding Interests of the Subsidiaries of Merger Partner, free and clear of any Liens (other than Permitted Liens). There are no outstanding options, warrants, rights or other securities exercisable or exchangeable for Interests of such Subsidiaries of Merger Partner, any other commitments or agreements providing for the issuance, sale, repurchase or redemption of Interests of such Subsidiaries, and there are no agreements of any kind which may obligate any such Subsidiaries to issue, purchase, redeem or otherwise acquire any of its Interests.

Section 6.4 Consents and Approvals; No Violations.

(a) Assuming the accuracy of Section 4.3 and Section 5.4, no Consent or Permit of, any Governmental Authority is required on the part of Merger Partner Equityholder or Merger Partner (or its Subsidiaries) for the execution, delivery and performance by Merger Partner Equityholder or Merger Partner of this Agreement or by Merger Partner Equityholder and Merger Partner (or its Subsidiaries) of any Transaction Document to which it is a party or the consummation by Merger Partner Equityholder and Merger Partner (or its Subsidiaries) of the transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Antitrust Law or Foreign Investment Law, the Securities Act, the Exchange Act, or applicable blue sky laws; (ii) compliance with any Permits; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the applicable provisions of the DGCL and the DLLCA; and (iv) any such Consents or Permits, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

(b) Assuming compliance with Section 6.4(a) and the accuracy of Section 4.3 and Section 5.4, neither the execution, delivery and performance of this Agreement by Merger Partner Equityholder and Merger Partner or any Transaction Document by Merger Partner Equityholder and Merger Partner (or its Subsidiaries), nor the consummation by Merger Partner Equityholder and Merger Partner (or its Subsidiaries) of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the Organizational Documents of Merger Partner Equityholder or Merger Partner (or its Subsidiaries), (ii) result in a breach or violation of, or constitute a default under, or give rise to any right of termination, amendment, cancellation or acceleration adverse to Merger Partner Equityholder or Merger Partner (or its Subsidiaries) under any Merger Partner Material Contract or material contract to which Merger Partner Equityholder is a party, (iii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of Merger Partner’s assets, or (iv) violate any Law applicable to Merger Partner Equityholder or Merger Partner (or its Subsidiaries), except, in the case of clause (ii), clause (iii) or clause (iv), as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

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Section 6.5 National Security Matters. There is no fact relating to Merger Partner’s or any of its Affiliates’ businesses, operations, financial condition or legal status that would or would reasonably be expected to prevent or prohibit the obtaining of, impose any material delay in the obtaining of or increase the risk of not obtaining the Requisite Regulatory Approvals. Merger Partner is not, and will not be, at the Closing, directly or indirectly owned or controlled by: (i) a “foreign” Person or Persons for purposes of the ITAR, 22 C.F.R. Parts 120– 130; (ii) a “foreign” Person for purposes of reviews of transactions conducted by the Committee on Foreign Investment in the United States under the Defense Production Act of 1950, as amended and codified by 50 U.S.C. Section 4565 and as implemented by regulations at 31 C.F.R. Parts 800-801; (iii) a “foreign interest,” as defined in the NISPOM, such that any “foreign interest,” directly or indirectly, will own or have beneficial ownership of five percent (5%) or more of the outstanding shares of any class of the equity securities of Merger Partner or the SpinCo Entities or will subscribe to five percent (5%) or more of the total capital commitment of Merger Partner, the SpinCo Entities or the SpinCo Business; or (iv) a “foreign interest” as defined in the NISPOM, such that any “foreign interest,” directly or indirectly, will have the power, whether or not exercised, through contractual arrangements or other means, to direct or decide matters affecting the management or operations of Merger Partner, the SpinCo Entities or the SpinCo Business.

Section 6.6 Security Clearances. Section 6.6 of the Merger Partner Disclosure Schedule sets forth all material facility security clearances held by Merger Partner and its Subsidiaries that Merger Partner and such Subsidiaries are permitted by Law to disclose. Each of Merger Partner and its Subsidiaries is, and during the past two (2) years has been, in compliance with applicable national security requirements, including the requirements set forth in the NISPOM and all applicable requirements under each Government Contract to which any of Merger Partner or its Subsidiaries is a party relating to the safeguarding of and access to classified information, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect. To the Knowledge of Merger Partner, there is no pending, and in the past three (3) years there has been no, investigation, complaint, inquiry, notice or other communication or action concerning the Merger Partner’s or any its Subsidiaries’ compliance with any national security requirement, including any investigation, complaint, inquiry, notice or other communication or action concerning the acts or omissions in relation to any national security requirement, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

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Section 6.7 Financial Statements; Undisclosed Liabilities.

(a) Section 6.7 of the Merger Partner Disclosure Schedule sets forth: (i) the audited consolidated statements of operations, comprehensive (loss) income, equity and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the years ended September 30, 2022 and October 1, 2021 and the audited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of September 30, 2022, (ii) the unaudited interim consolidated statements of operations and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the nine (9) months ended June 30, 2023 and the unaudited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of June 30, 2023 and (iii) the unaudited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of September 29, 2023 (collectively, the “Merger Partner Financial Statements”). The Merger Partner Financial Statements (x) were derived from the Books and Records of Merger Partner and the Merger Partner Subsidiaries and were prepared in accordance with GAAP in all material respects consistently applied throughout the periods involved, except as otherwise noted therein and (y) present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of Merger Partner OpCo (together with its Subsidiaries) as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, in the case of interim statements, subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided that the Merger Partner Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of Merger Partner will be in the future.

(b) To the Knowledge of Merger Partner, there are no Liabilities or obligations of Merger Partner or its Subsidiaries of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Merger Partner, other than those that (i) are reflected or reserved against on the Merger Partner Financial Statements; (ii) have been incurred in the ordinary course of business since September 29, 2023; (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement or the Transaction Documents; (iv) have been (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

Section 6.8 Litigation. As of the date of this Agreement, (a) there is no Action pending or, to the Knowledge of Merger Partner, threatened, against Merger Partner or its Subsidiaries, or arising out of or relating to its business, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, and (b) none of Merger Partner or any of its Subsidiaries is subject to any outstanding Order, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

Section 6.9 Property.

(a) None of Merger Partner or the Merger Partner Subsidiaries owns any real property.

(b) Section 6.9(b) of the Merger Partner Disclosure Schedule sets forth a list that is true and correct in all material respects of all real property leased, subleased, licensed or similarly occupied by Merger Partner and the Merger Partner Subsidiaries having a base annual rent in excess of $1,000,000 (together with all real property leased, subleased, licensed or similarly occupied by Merger Partner or its Subsidiaries, in each case that primarily relates to or is primarily used in connection with the Merger Partner Business has a base annual rent of $1,000,000 or less, the “Merger Partner Leased Real Property”).

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Merger Partner has delivered to the Company a copy that is true and complete in all material respects of each lease, sublease, license or occupancy agreement with respect to each Merger Partner Leased Real Property (the “Merger Partner Real Property Leases”) that is set forth on Section 6.9(b) of the Merger Partner Disclosure Schedule. Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) Merger Partner and its Subsidiaries, as applicable, have a good and valid leasehold, subleasehold, licensee or occupancy interest in all Merger Partner Leased Real Property, free and clear of all Liens, except Permitted Liens and subject to the Remedies Exception, (ii) none of Merger Partner or its Subsidiaries, or, to the Knowledge of Merger Partner, as of the date hereof, any other party thereto, is in breach of or default under any lease or sublease for the Merger Partner Leased Real Property, (iii) none of Merger Partner or its Subsidiaries has, as of the date hereof, received any written notice from any lessor of any Merger Partner Leased Real Property of any breach of or default under any lease or sublease thereto by Merger Partner or its Subsidiaries, which breach or default has not been cured and (iv) none of Merger Partner or its Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Merger Partner Leased Real Property, except Permitted Liens.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries own good and valid title to, or hold a valid leasehold interest in, all of the tangible personal property used by them in the conduct of the business of Merger Partner and its Subsidiaries, free and clear of all Liens, except for Permitted Liens.

Section 6.10 Tax Matters.

(a) Except as would not reasonably be expected to, individually or in the aggregate, have a Merger Partner Material Adverse Effect:

(i) (A) All Tax Returns required to be filed by or with respect to Merger Partner or any of the Merger Partner Subsidiaries have been timely filed (taking into account applicable extensions), (B) all such Tax Returns are true, correct and complete, and (C) all Taxes, whether or not shown as due on such Tax Returns, have been paid, in the case of each of clauses (A) through (C), except to the extent adequate reserves therefor in accordance with GAAP have been provided on the Merger Partner Financial Statements;

(ii) (A) No Governmental Authority has asserted any written claim, assessment or deficiency for Taxes against Merger Partner or any Merger Partner Subsidiary (and, to the Knowledge of Merger Partner, no such claim, assessment or deficiency has been threatened or proposed in writing), except for deficiencies which have been satisfied by payment, settled or withdrawn and (B) no claim, audit or other proceeding by any Governmental Authority is pending or threatened in writing with respect to any Taxes of Merger Partner or any of the Merger Partner Subsidiaries; (iii) Neither Merger Partner nor any Merger Partner Subsidiary has any Liability for Taxes of any Person (other than Merger Partner or any Merger Partner Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S.

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Law), as a transferee or successor or by contract (other than customary commercial, leasing or employment contracts the primary purposes of which do not relate to Taxes);

(iv) Within the past two (2) years, neither Merger Partner nor any Merger Partner Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code;

(v) Neither Merger Partner nor any Merger Partner Subsidiary is a party to or bound by a Tax Sharing Agreement (other than (i) any agreements with customers, vendors, lenders or lessors entered into in the ordinary course of business and (ii) any Tax Sharing Agreement the only parties to which are the Merger Partner and the Merger Partner Subsidiaries);

(vi) Neither Merger Partner nor any Merger Partner Subsidiary has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and

(vii) There are no Liens for Taxes (other than Permitted Liens) upon the assets of Merger Partner or any of the Merger Partner Subsidiaries.

(b) Neither Merger Partner, any of the Merger Partner Subsidiaries nor Merger Partner Equityholder has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that would reasonably be expected to prevent or impede (i) the Tax-Free Status, (ii) the Company from delivering the Company Distribution Tax Representations, (iii) SpinCo from delivering the SpinCo Merger Tax Representations, (iv) Merger Partner from delivering the Merger Partner Tax Representations, (v) the Company from receiving the IRS Ruling, (vi) the Company or Merger Partner from receiving the Tax opinions described in Section 7.2(d), (vii) the Company from receiving the Company Tax Opinions or (viii) Merger Partner from receiving the Merger Partner Merger Tax Opinion.

(c) Notwithstanding any other provision, the representations and warranties set forth in this Section 6.10 and, to the extent relating to Tax matters, Section 6.15, constitute the sole and exclusive representations and warranties of Merger Partner in this Agreement regarding Tax matters.

Section 6.11 Absence of Certain Changes or Events. Except as contemplated by this Agreement, (a) since September 29, 2023 and through the date of this Agreement, the business of Merger Partner has operated in the ordinary course consistent with past practice in all material respects and (b) since September 29, 2023, there has not occurred any event, change, development or effect that is continuing and would reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

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Section 6.12 Material Contracts.

(a) There are no Merger Partner Material Contracts as of the date hereof except as set forth on Section 6.12(a) of the Merger Partner Disclosure Schedule. The term “Merger Partner Material Contracts” means Contracts (other than any intercompany agreements or sales or purchase orders, statements of work, standard terms and conditions, invoices and similar instruments) in the following categories to which Merger Partner or any of its Subsidiaries is a party:

(i) each of the top ten (10) Contracts, measured by the total amounts invoiced to Merger Partner or its Subsidiaries during the twelve (12)-month period immediately preceding June 30, 2023, other than any such Contracts that can be terminated on less than one hundred and twenty (120) days’ notice without material monetary penalty;

(ii) each of the top five (5) Contracts in each of Merger Partner’s Critical Missions, National Security and Engineering, Science & Technology business units, measured by the amounts reasonably expected to be paid to Merger Partner or its Subsidiaries during the twelve (12)-month period immediately preceding June 30, 2024, other than any such Contracts that can be terminated on less than one hundred and twenty (120) days’ notice without material monetary penalty;

(iii) any Contract containing any future capital expenditure obligations of Merger Partner or its Subsidiaries in excess of $10,000,000 other than joint ventures or similar material agreements involving co-investment between Merger Partner or its Subsidiaries and a third party;

(iv) any material joint venture or similar material agreement involving co-investment between Merger Partner or its Subsidiaries and a third party which is reasonably expected to have revenues attributable to Merger Partner’s or any of its Subsidiaries’ ownership percentage in excess of $10,000,000 during the twelve (12) months ending September 30, 2024, other than any such Contract solely between Merger Partner and its wholly owned Subsidiaries or among wholly owned Subsidiaries of Merger Partner;

(v) any Contract relating to the acquisition or disposition of any business for aggregate consideration under such contract in excess of $10,000,000 (whether by merger, sale of stock, sale of assets or otherwise) under which, after the date hereof, Merger Partner or its Affiliates will have any remaining material obligation with respect to an “earn out,” contingent purchase price, or other similar contingent payment obligation;

(vi) (A) any Contract the express terms of which restrict or limit in any material respect the ability of Merger Partner or its Affiliates after the Closing to compete in any business or with any Person or in any geographic area (B) any Contract the express terms of which grant the other party “most favored nation” status or equivalent preferential pricing terms or (C) any Contract the express terms of which grant the other party exclusivity or similar rights, in each case of clauses (A)-(C), other than (1) Contracts containing customary non-solicitation and no-hire provisions entered into in the ordinary course of business or (2) in connection with any teaming or similar agreement or arrangement, (3) as a result of an Organizational Conflict of Interest (as defined in FAR 2.101) or (4) as does not limit Merger Partner or its Affiliates in any material respect;

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(vii) any Contract pursuant to which (A) any Person has licensed any Intellectual Property to Merger Partner or its Subsidiaries or granted to Merger Partner or any of its Subsidiaries any covenant not to sue or substantial right of use with respect to any Intellectual Property that is necessary and material to the operation of the Merger Partner Business, excluding licenses with respect to commercially available or off-the-shelf Software or Technology, and (B) Merger Partner or its Subsidiaries has granted any Person a license to use any material Merger Partner Intellectual Property or a covenant not to sue or other substantial right of use with respect to any material Merger Partner Intellectual Property, excluding non-exclusive licenses granted in the ordinary course of business;

(viii) any Contract relating to or evidencing indebtedness for borrowed money or obligations evidenced by notes, bonds, debentures or other similar instruments, in each case, of Merger Partner or its Subsidiaries in excess of $10,000,000; and

(ix) Merger Partner Real Property Leases with base annual rents in excess of $1,000,000.

(b) As of the date hereof, except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) each Merger Partner Material Contract is (and any Contract entered into after the date hereof in accordance with Section 7.1(d)(F) that, if in effect on the date hereof, would have been a Merger Partner Material Contract, will be as of the Closing) a legal, valid and binding obligation of Merger Partner or a Subsidiary thereof, as applicable, and, to the Knowledge of Merger Partner, each counterparty and is in full force and effect, (ii) neither Merger Partner and its applicable Subsidiaries nor, to the Knowledge of Merger Partner, any other party thereto, is in breach of, or in default under, any such Merger Partner Material Contract (or any such Contract that, if in effect on the date hereof, would be a Merger Partner Material Contract), and (iii) no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by Merger Partner or any of its applicable Subsidiaries, or, to the Knowledge of Merger Partner, any other party thereto.

Section 6.13 Labor Relations.

(a) Section 6.13(a) of the Merger Partner Disclosure Schedule sets forth a list, as of the date of hereof, of each Collective Bargaining Agreement governing the employment of any of the employees of Merger Partner.

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Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) no petition for recognition of a labor organization for the representation of any employees of Merger Partner is pending or, to the Knowledge of Merger Partner, threatened; (ii) no strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, union organizing activity involving any employees of Merger Partner exists or has existed within the past two (2) years; and (iii) neither Merger Partner nor any of its Subsidiaries has breached or otherwise failed to comply with any provision of any Collective Bargaining Agreement with respect to any employee of Merger Partner or any Merger Partner Subsidiary.

(b) There are no pending, or to the Knowledge of Merger Partner, threatened, unfair labor or other employment-related practice charges, complaints or other grievances or Actions by or before any Governmental Authority arising under any applicable Law governing labor or employment in connection with or otherwise related to the business of Merger Partner or to any employee of Merger Partner or any Merger Partner Subsidiary, other than any such charges, complaints, grievances or Actions that would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, for the past two (2) years, Merger Partner and its Subsidiaries have been in compliance with all Laws relating to labor and employment, including terms and conditions of employment, employment practices, employment discrimination and harassment, civil rights, WARN and any similar state or local plant closures and mass layoffs Laws, wages (including minimum wage and overtime), hours of work, meal and rest breaks, withholdings and deductions, classification of employees, independent contractors and consultants, employment equity, collective bargaining, occupational health and safety, workers’ compensation and immigration.

Section 6.14 Compliance with Law; Permits.

(a) Except for Environmental Laws, and except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries are, and, during the past two (2) years (i) have been in compliance with all applicable Laws, and (ii) have not received notice from any Governmental Authority alleging any material non-compliance with or possible violation of any applicable Law or that Merger Partner or any of its Subsidiaries, is subject to any inspection, investigation, survey, audit or other review.

(b) Except with respect to Permits required under applicable Environmental Laws and except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) Merger Partner and its Subsidiaries have obtained all of the Permits necessary to conduct its business substantially as conducted as of the date hereof and in compliance with applicable Law and (ii) such Permits are valid and in full force and effect and Merger Partner or its applicable Subsidiary is in compliance with the terms thereof.

Section 6.15 Merger Partner Benefit Plans.

(a) Section 6.15(a) of the Merger Partner Disclosure Schedule sets forth a list, as of the date hereof, of each material Merger Partner Benefit Plan.

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(b) As applicable with respect to each of the material SpinCo Benefit Plans, Merger Partner has made available to the Company true and complete copies of (i) the applicable plan document (or, in the case of any unwritten material Merger Partner Benefit Plan, a written description of the material terms thereof) and all amendments thereto; (ii) the most recent summary plan description; (iii) the most recent Form 5500; (iv) the most recent determination, opinion or advisory letter issued by the IRS; (v) any related trust documents, insurance contracts or other funding arrangements and all amendments thereto and (vi) any material, non-routine correspondence with any Governmental Authority in the past three (3) years.

(c) Each Merger Partner Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and to the Knowledge of Merger Partner, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan or related trust.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) each of the Merger Partner Benefit Plans has been operated, funded and administered in all respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code; (ii) there are no Actions (other than routine claims for benefits) pending, or to the Knowledge of Merger Partner, threatened, against Merger Partner or any of its Subsidiaries involving any Merger Partner Benefit Plan; and (iii) all required contributions to each Merger Partner Benefit Plan have been made or properly accrued.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) neither Merger Partner nor any of its ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to any Multiemployer Plan, or to a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA; (ii) no Merger Partner Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, and neither Merger Partner nor any of its ERISA Affiliates sponsored, maintained or contributed to any such plan in the prior six (6) years; (iii) neither Merger Partner nor any of its ERISA Affiliates has incurred any liability to or with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full; and (iv) no Controlled Group Liability has been incurred by Merger Partner or any of its ERISA Affiliates that has not been satisfied in full, and, to the knowledge of Merger Partner, no condition exists that presents a risk to Merger Partner or its ERISA Affiliates of incurring any such liability.

(f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions shall, either alone or in combination with another event: (i) entitle any current or former employee or individual service provider of Merger Partner or any Merger Partner Subsidiary to severance pay, unemployment compensation or any other benefits or payments; (ii) accelerate the time of payment, funding or vesting, or increase the amount of any payments or benefits due to any current or former employee or other individual service provider of Merger Partner or any Merger Partner Subsidiary; (iii) limit or restrict the right to merge, terminate or amend any Merger Partner Benefit Plan on or after the Closing; or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

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(g) No Merger Partner Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code.

(h) No Merger Partner Benefit Plan provides for post-retirement or other post-employment health or welfare benefits, other than health care continuation coverage as required by COBRA or ERISA.

(i) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) each Merger Partner Benefit Plan that is a Foreign Benefit Plan (a “Merger Partner Foreign Benefit Plan”) has been established, maintained and administered in all respects in accordance with its terms and applicable Laws, and if intended to qualify for special Tax treatment, meets all the requirements for such treatment; (ii) is funded, book-reserved or secured by an insurance policy to the extent required by the terms of the applicable Merger Partner Foreign Benefit Plan or applicable Law, based on reasonable actuarial assumptions in accordance with applicable accounting principles; and (iii) each Merger Partner Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Section 6.16 Intellectual Property.

(a) Section 6.16(a) of the Merger Partner Disclosure Schedule sets forth a list, as of the date hereof, of all Merger Partner Intellectual Property that is Registered IP, except Internet Properties (the “Registered Merger Partner Intellectual Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, the Intellectual Property required to be disclosed in Section 6.16(a) of the Merger Partner Disclosure Schedule pursuant to the foregoing sentence (i) are all subsisting and, to the Knowledge of Merger Partner, not invalid and unenforceable and (ii) as of the date hereof, do not require any filings, payments or similar actions to be taken by Merger Partner for the purposes of obtaining, maintaining, perfecting or renewing such Intellectual Property.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) as of the date hereof Merger Partner and its Subsidiaries solely and exclusively own all rights, title and interest in and to the Merger Partner Intellectual Property, in each case, free and clear of all Liens other than Permitted Liens; (ii) Merger Partner or one of its Subsidiaries has, valid rights, pursuant to a Contract, to use all other Intellectual Property used in or necessary for the conduct or operation of the Merger Partner Business and (iii) the Merger Partner Intellectual Property constitute all Intellectual Property of Merger Partner and its Subsidiaries used in or necessary for the operation of the Merger Partner Business as currently conducted.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) there is no Action pending or, to the Knowledge of Merger Partner, threatened, that (x) challenges the ownership, validity or enforceability of any Registered Merger Partner Intellectual Property (other than ordinary course proceedings related to the application for any item of Registered Merger Partner Intellectual Property) or (y) alleges that the conduct of the Merger Partner Business as currently conducted and as conducted in the past three (3) years infringes, misappropriates or otherwise violates or has infringed, misappropriated or otherwise violated any Person’s Intellectual Property, (ii) to the Knowledge of Merger Partner, the operation of the Merger Partner Business as currently conducted and as conducted in the past three (3) years does not infringe, misappropriate or violate and has not, in the past three (3) years preceding the date hereof, infringed, misappropriated or otherwise violated the Intellectual Property of any other Person, and (iii) Merger Partner and its other Subsidiaries have not received any written notice since the date that is one (1) year prior to the date hereof alleging that the operation of the Merger Partner Business, infringes, misappropriates, or violates the Intellectual Property of any other Person.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: (i) to the Knowledge of Merger Partner, no Person is infringing, misappropriating or otherwise violating, or has, in the three (3) years preceding the date hereof, infringed, misappropriated or otherwise violated any Merger Partner Intellectual Property and (ii) no Action alleging any of the foregoing is pending or, to the Knowledge of the Company, threatened.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of all Trade Secrets included in the Merger Partner Intellectual Property (except for any Merger Partner Intellectual Property whose value would not reasonably be expected to be impaired in any material respect by disclosure), and to the Knowledge of Merger Partner, there are no unauthorized uses or disclosures of any such Trade Secrets.

(f) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries have executed valid written Contracts with all Persons (including their respective current and former employees, consultants and independent contractors) who contributed to the development or creation of any Merger Partner Intellectual Property, pursuant to which each such Person has (A) agreed to hold all confidential information and Trade Secrets included in such Intellectual Property in confidence both during and after such Person’s employment or retention and (B) validly assigned (including by operation of law) to Merger Partner or one of its Subsidiaries all of such Person’s right, title and interest in and to all such Intellectual Property developed or created in the course of such Person’s employment or retention thereby.

(g) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) neither Merger Partner nor any of its Subsidiaries has combined or incorporated Open Source Software with any proprietary Software, the copyright in which is Merger Partner Intellectual Property (“Merger Partner Proprietary Software”) and distributed such combined Merger Partner Proprietary Software in a manner that requires the contribution, licensing or disclosure to any third party of any portion of the source code of any such Merger Partner Proprietary Software included in the Merger Partner Intellectual Property; and (ii) Merger Partner and its Subsidiaries, as applicable to the Merger Partner Business, are in compliance with the terms and conditions of all relevant licenses for Open Source Software used in the Merger Partner Proprietary Software.

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(h) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, as of the date hereof, Merger Partner and its Subsidiaries own or have a valid right to access and use the Merger Partner IT Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, the Merger Partner IT Assets do not contain any viruses, worms, trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A) disrupt or adversely affect the functionality of any such Merger Partner IT Assets, except as disclosed in their documentation; or (B) enable or assist any Person to access without authorization any such Merger Partner IT Assets.

(i) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, neither the execution of this Agreement or the Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will result in (i) the loss or impairment of Merger Partner’s or any of its Subsidiaries’ right to own or use any of the Merger Partner Intellectual Property, other than any obligations which such party was bound by or subject to any rights granted prior to the Closing, or (ii) the payment of any additional consideration for the Merger Partner’s or any of its Subsidiaries’ right to use any Merger Partner Intellectual Property or Intellectual Property licensed pursuant to the terms of a Contract in effect prior to the Closing.

(j) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect: the Merger Partner and its Subsidiaries have complied with all contractual obligations to timely disclose to the relevant Governmental Authorities, timely file applications for, and timely elect title to any Merger Partner Intellectual Property that is a subject invention as defined in the Bayh-Dole Act or other applicable Law.

Section 6.17 Environmental Matters.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries are, and during the past three (3) years have been, in compliance with applicable Environmental Laws and any material Permit required to operate Merger Partner’s and its Subsidiaries’ business or occupy and use the Merger Partner Leased Real Property under any applicable Environmental Law (any “Merger Partner Environmental Permit”), which compliance includes obtaining, maintaining and timely renewing such Merger Partner Environmental Permits, all of which are in full force and effect.

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(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, none of the Merger Partner or its Subsidiaries has received written notice from any Governmental Authority or Person during the past three (3) years alleging any Environmental Liability of the Merger Partner or its Subsidiaries, the subject of which has not been fully and finally resolved.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, as of the date of this Agreement, (i) there is no Action is pending or, to the Knowledge of Merger Partner, threatened that asserts any actual or potential Environmental Liability and (ii) no outstanding Order has been issued or is otherwise in effect in relation to any Environmental Law or any Merger Partner Environmental Permit, in each case relating to Merger Partner or its Subsidiaries, the Merger Partner Leased Real Property or any other real property currently owned, leased or operated by Merger Partner or its Subsidiaries.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, none of the Merger Partner or its Subsidiaries has Released any Hazardous Substance at, on, upon, into or from the Merger Partner Leased Real Property or any other real property that would reasonably be expected to result in the Merger Partner or its Subsidiaries incurring any Environmental Liability.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, neither the Merger Partner nor any of its Subsidiaries has assumed, either contractually or by operation of Law, any Liabilities or obligations that would reasonably be expected to form the basis of any Environmental Liabilities of any other Person relating to any Environmental Law.

Section 6.18 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from Merger Partner or its Subsidiaries in connection with this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of Merger Partner or any of its Subsidiaries.

Section 6.19 Registration Statement. None of the information regarding Merger Partner or any of the Merger Partner Subsidiaries or the transactions contemplated by this Agreement or any Transaction Document to be provided by Merger Partner or any Merger Partner Subsidiaries specifically for inclusion in, or incorporation by reference into, the SpinCo Registration Statement or the Distribution Documents will, in the case of the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Distribution Documents and of any amendment or supplement thereto, or, in the case of the SpinCo Registration Statement, at the time such registration statement becomes effective, at the Distribution Date and at the Effective Time, contain an untrue or false statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not false or misleading.

Section 6.20 Government Contracts.

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Except as would not, individually or in the aggregate, reasonably be expected to have a Merger Partner Material Adverse Effect, to the Knowledge of Merger Partner: (a) each Government Contract to which any of Merger Partner or its Subsidiaries is a party was legally awarded; (b) as of the date hereof, no Government Contract or Government Bid submitted by any of Merger Partner or its Subsidiaries is currently the subject of bid or award protest proceedings; (c) each of Merger Partner and its Subsidiaries is, and during the past two (2) years has been, in compliance with the terms and conditions of, and the applicable Law related to, each Government Contract and Government Bid to which it is a party, as applicable; (d) during the two (2)-year period immediately prior to the date of this Agreement, neither any applicable Governmental Authority nor any prime contractor or subcontractor has notified any of Merger Partner or its Subsidiaries in writing that any of Merger Partner or its Subsidiaries has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Government Contract or Government Bid; (e) during the two (2)-year period immediately prior to the date of this Agreement, none of Merger Partner or its Subsidiaries has made any mandatory or voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, relating to a Government Contract; (f) no facts or circumstances exists that could reasonably be expected to warrant the institution of suspension or debarment proceedings against any of Merger Partner or its Subsidiaries relating to a Government Contract; (g) no facts or circumstances related to any Government Contract or Government Bid exist that would reasonably be expected to give rise to a claim for fraud against any of Merger Partner or its Subsidiaries under any applicable Law relating to a Government Contract; (h) neither the Merger Partner nor any of its Subsidiaries has during the past two (2) years received any adverse or negative past performance evaluations, reports or ratings, in connection with a Government Contract or Government Bid, that would reasonably be expected to adversely affect the evaluation of any Government Bid submitted by any of Merger Partner or its Subsidiaries; and (i) there is no material work or future business opportunity from which any of Merger Partner or its Subsidiaries is currently limited, prohibited or otherwise restricted from performing or bidding, due to an Organizational Conflict of Interest (as defined in FAR 2.101).

Section 6.21 Export Control Laws. Except as set forth in Section 6.21 of the Merger Partner Disclosure Schedule:

(a) Except as would not have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries are in compliance with all statutory and regulatory requirements under the Export Control Laws. Since January 1, 2022, Merger Partner and its Subsidiaries have not received written, or to the Knowledge of Merger Partner, oral communication from any Governmental Authority or any other Person of any actual or alleged material violation, breach or noncompliance with the Export Control Laws, except as would not have, individually or in the aggregate, a Merger Partner Material Adverse Effect.

(b) Except as would not have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries are in compliance with the anti-boycott regulations administered by the U. S. Department of Commerce and the U.S. Department of Treasury and Section 999 of the Internal Revenue Code, and all Laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security.

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(c) Except as would not have, individually or in the aggregate, a Merger Partner Material Adverse Effect, (i) since January 1, 2022, Merger Partner and its Subsidiaries have not (A) entered into a consent agreement with the DDTC, or (B) had any fines or penalties imposed by the State or Commerce Departments or OFAC or other applicable Governmental Authorities in connection with violations of the Export Control Laws, and (ii) Merger Partner and its Subsidiaries do not have any open investigations, voluntary disclosures or enforcement actions that are currently being reviewed by the State or Commerce Departments or OFAC or other applicable Governmental Authorities with authority under Export Control Laws.

Section 6.22 Board and Merger Partner Equityholder Approval.

(a) The board of managers of Amentum Joint Venture GP LLC (the “General Partner of Merger Partner Equityholder”), the general partner of Merger Partner Equityholder, at a meeting duly called and held or by written consent, has by unanimous vote of all directors present or unanimous consent, (i) approved this Agreement and authorized and approved the execution, delivery and performance of this Agreement by Merger Partner Equityholder and Merger Partner and the consummation of the transactions contemplated hereby, including the Merger, and (ii) declared each of them advisable, fair to and in the best interests of Merger Partner and Merger Partner Equityholder. A true and complete copy of the foregoing General Partner of Merger Partner Equityholder approval has been delivered to the Company on or prior to the execution of this Agreement.

(b) Merger Partner Equityholder, as sole member and manager of Merger Partner and acting at the direction of the General Partner of Merger Partner Equityholder, has by written consent, (i) approved this Agreement and authorized and approved the execution, delivery and performance of this Agreement by Merger Partner and the consummation of the transactions contemplated by this Agreement, including the Merger, and (ii) declared each of them advisable, fair to and in the best interests of Merger Partner. A true and complete copy of the foregoing Merger Partner approval has been delivered to the Company on or prior to the execution of this Agreement. As of the date hereof, the sole equityholder of Merger Partner is (and as of immediately prior to the Effective Time the sole equityholder of Merger Partner will be) Merger Partner Equityholder.

Section 6.23 Equityholder Approval Required. Except for the General Partner of Merger Partner Equityholder approval delivered to the Company pursuant to Section 6.22(a) and the Merger Partner approval delivered to the Company pursuant to Section 6.22(b), no, vote of the holders of any class of Interests of Merger Partner, Merger Partner Equityholder or any of their respective Subsidiaries is required for the execution and delivery of this Agreement or any Transaction Documents to which any of Merger Partner, Merger Partner Equityholder or their respective Subsidiaries is to be a party, the performance by Merger Partner, Merger Partner Equityholder or their respective Subsidiaries of its obligations hereunder and thereunder, or to consummate the Merger and the other transactions contemplated hereunder and thereunder.

Section 6.24 No Public Sale or Distribution. Merger Partner Equityholder is acquiring the SpinCo Common Stock solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in whole or in part, except pursuant to sales registered or exempted under the Securities Act, and Merger Partner Equityholder does not have a present arrangement or agreement to effect any distribution of the SpinCo Common Stock to or through any Person. Merger Partner Equityholder has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the SpinCo Common Stock and is capable of bearing the economic risks its investment in SpinCo Common Stock.

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Section 6.25 Reliance on Exemptions. Merger Partner Equityholder understands that the SpinCo Common Stock is being offered and issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company and SpinCo are relying in part upon the truth and accuracy of, and Merger Partner Equityholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Merger Partner Equityholder set forth herein in order to determine the availability of such exemptions and the eligibility of Merger Partner Equityholder to acquire the SpinCo Common Stock.

Section 6.26 Accredited Investor Status. Merger Partner Equityholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 6.27 Transfer or Resale. Merger Partner Equityholder understands that: (a) the SpinCo Common Stock received by it has not been and is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) pursuant to an effective registration statement under the Securities Act, (ii) Merger Partner Equityholder shall have delivered to the Company an opinion of counsel of recognized standing reasonably acceptable to SpinCo, in a generally acceptable form, to the effect that such SpinCo Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration or (iii) Merger Partner Equityholder provides SpinCo with an opinion of counsel of recognized standing reasonably acceptable to SpinCo that such SpinCo Common Stock can be sold, assigned or transferred pursuant to Rule 144 (if available) promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); (b) any sale of the SpinCo Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144; and (c) other than pursuant to the registration rights set forth in the Stockholders Agreement, none of the Company, SpinCo or any other Person is under any obligation to register the SpinCo Common Stock issued to Merger Partner Equityholder under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Merger Partner Equityholder acknowledges that the shares of SpinCo Common Stock that it receives in the SpinCo Share Issuance are “restricted securities” as defined in Rule 501 of Regulation D promulgated under the Securities Act and the book entry for such shares of SpinCo Common Stock will contain the following legend:

“THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE SURVIVING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

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Section 6.28 No General Solicitation. Merger Partner Equityholder is not purchasing the SpinCo Common Stock as a result of any advertisement, article, notice or other communication regarding the SpinCo Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or transmitted over the Internet or presented at any seminar or any other general advertisement.

Section 6.29 Capital Stock of the Company and SpinCo. None of Merger Partner, Merger Partner Equityholder, the Merger Partner Sponsors nor any of the Merger Partner Subsidiaries nor Affiliates of any of the foregoing owns or will own (directly or indirectly, beneficially or of record) on the Closing Date, nor is Merger Partner, Merger Partner Equityholder, the Merger Partner Sponsors nor any of the Merger Partner Subsidiaries nor any Affiliates of any of the foregoing a party to any Contract for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of SpinCo (other than as contemplated by this Agreement) or the Company.

Section 6.30 No Antitakeover Law. No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar antitakeover Law applicable to Merger Partner applies to this Agreement, the Merger or the other transactions contemplated hereby or thereby.

Section 6.31 Data Privacy.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries and, to the Knowledge of Merger Partner, any Person acting for or on behalf of Merger Partner or any of its Subsidiaries are, and during the past three (3) years have been, in compliance with all Privacy Requirements. None of Merger Partner or any of its Subsidiaries have received any written notice (including written notice from third parties acting on its behalf) of any claims, charges, investigations, or regulatory inquiries related to or alleging the violation of any Privacy Requirements and, to the Knowledge of Merger Partner, there are no facts or circumstances that could reasonably form the basis of any such claim, charge, investigation, or regulatory inquiry, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect. Merger Partner and its Subsidiaries have implemented and maintained policies, procedures and systems reasonably designed to facilitate receipt and appropriate responses to requests from individuals concerning their Personal Information.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries have (i) implemented and maintain technical and organizational safeguards reasonably designed to protect Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (ii) taken reasonable steps to ensure that any third party with access to Personal Information collected by or on behalf of Merger Partner or any of its Subsidiaries has implemented and maintained the same. To the Knowledge of Merger Partner, any third party who has provided Personal Information to Merger Partner or any of its Subsidiaries has done so in compliance with applicable Privacy Laws in all material respects.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, to the Knowledge of the Company there have been no breaches, security incidents, misuses of or unauthorized access to or disclosure of any Personal Information in the possession or control of Merger Partner or any of its Subsidiaries or collected, used or processed by or on behalf of Merger Partner or any Subsidiary.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect, neither the execution of this Agreement or the Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will result in (i) the violation of any Privacy Laws or (ii) the loss or impairment, pursuant to any applicable Contract or Law, of Merger Partner’s or its Subsidiaries’ rights to any of the Personal Information in the possession or control of Merger Partner or any of its Subsidiaries (or collected, used or processed by or on behalf of Merger Partner or any of its Subsidiaries).

Section 6.32 Merger Partner Leakage Amount. Since the Locked Box Date there has been no Merger Partner Leakage Amount. Notwithstanding anything in this Agreement to the contrary, any Merger Partner Leakage Amount that is fully repaid by Merger Partner Equityholder to Merger Partner prior to the Effective Time in accordance with the last sentence of Section 7.25 shall not be deemed to be a breach of this Section 6.32 for purposes of (a) the conditions set forth in Section 8.2(b) or (b) the indemnification obligations set forth in Section 6.3 of the Separation and Distribution Agreement.

Section 6.33 Equity Financing On or prior to the date of this Agreement, Merger Partner Equityholder has delivered to the Company a true, complete and fully executed copy of the equity commitment letter, dated the date of this Agreement, by and among American Securities Partners VIII, L.P., American Securities Partners VIII(B), L.P., Lindsay Goldberg IV L.P., Lindsay Goldberg IV – A L.P., Lindsay Goldberg IV – PCF L.P., Lindsay Goldberg – Maverick Co-Inv. LP, and Lindsay Goldberg V L.P. (collectively, the “Funds”) and Merger Partner Equityholder, including true and complete copies of all exhibits, schedules and annexes thereto (such equity commitment letter, the “Equity Commitment Letter”), pursuant to which the Funds have committed to provide Merger Partner Equityholder with equity financing in an amount equal to the Merger Partner Equityholder Contribution Amount (the “Equity Financing”). The Equity Commitment Letter is in full force and effect and has not been repudiated, rescinded, withdrawn or terminated or otherwise amended, supplemented or modified in any respect, and no waiver or consent has been granted thereunder, and no such repudiation, rescission, withdrawal, termination, amendment, supplement, modification, waiver or consent is contemplated. The Equity Commitment Letter is a legal, valid and binding obligation of the Funds, enforceable by Merger Partner Equityholder in accordance with its terms, subject to the Remedies Exception. There are no other agreements, side letters or arrangements relating to the Equity Commitment Letter that could affect the conditionality, enforceability, availability, termination or amount of the Equity Financing. Merger Partner Equityholder is not aware of any fact, circumstance or occurrence that, with or without notice, lapse of time or both, could reasonably be expected to (a) constitute a default or breach under the Equity Commitment Letter, (b) make any of the assumptions or any of the statements, representations or warranties set forth in the Equity Commitment Letter inaccurate, (c) result in any of the conditions in the Equity Commitment Letter not being satisfied on a timely basis, (d) cause the Equity Commitment Letter to be ineffective or (e) otherwise result in any portion of the Equity Financing not being available on a timely basis in order to consummate the transactions to be consummated pursuant to this Agreement. The Equity Commitment Letter provides that the Company is an express third party beneficiary of, and entitled to enforce, the Equity Commitment Letter.

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Section 6.34 Affiliate Matters. Except for Contracts set forth on Section 6.34 of the Merger Partner Disclosure Schedule, neither Merger Partner nor its Subsidiaries is party to any Merger Partner Affiliate Contract.

Section 6.35 No Other Representations and Warranties. Except as expressly set forth in Article IV or Article V or in any Transaction Document (and except for any Company Distribution Tax Representations), (a) Merger Partner and Merger Partner Equityholder each acknowledges and agrees that neither the Company nor any of its Affiliates (including the SpinCo Entities), nor any of their respective Representatives has made, or is making, any representation or warranty whatsoever with respect to the Company or any of its Affiliates (including the SpinCo Entities), or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and (b) Merger Partner and Merger Partner Equityholder each further acknowledges and agrees that neither the Company nor any of its Affiliates shall be liable in respect of the accuracy or completeness of any information provided to Merger Partner or Merger Partner Equityholder or any of their respective Affiliates or Representatives. Without limiting the generality of the foregoing, except as expressly set forth in Article IV or Article V or in any Transaction Document (and except for any Company Distribution Tax Representations), Merger Partner and Merger Partner Equityholder each acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to the Company, SpinCo, any of the SpinCo Entities or the SpinCo Business that may have been made available, in the SpinCo Datasite or otherwise, to Merger Partner or Merger Partner Equityholder or any of their respective Representatives, and expressly disclaims reliance on any other representations, warranties, statements, information or inducements, oral or written, express or implied, or as to the accuracy or completeness of any statements or other information, made to, or made available to, itself or any of its Representatives, in each case with respect to, or in connection with, the negotiation, execution or delivery of this Agreement, any instrument or other document delivered pursuant to this Agreement or the transactions contemplated by this Agreement, and notwithstanding the distribution, disclosure or other delivery to Merger Partner or Merger Partner Equityholder or any of their respective Representatives of any document or other information with respect to any one or more of the foregoing, and waive any claims or causes of actions relating thereto, except for Fraud. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in this Agreement (including the SpinCo Disclosure Schedule), any information, documents or other materials (including any such materials contained in the SpinCo Datasite or otherwise reviewed by Merger Partner or Merger Partner Equityholder or any of their respective Affiliates or Representatives) or management presentations that have been or shall hereafter be provided to Merger Partner or Merger Partner Equityholder or any of their respective Affiliates or Representatives are not and will not be deemed to be representations or warranties of the Company or SpinCo, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, in each case except as expressly set forth in Article IV or Article V of this Agreement or in any Transaction Document (and except, in each case, for any Company Distribution Tax Representations).

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In entering into this Agreement, each of Merger Partner and Merger Partner Equityholder acknowledges and agrees that it has relied solely upon its own investigation and analysis, and Merger Partner and Merger Partner Equityholder each acknowledges and agrees, to the fullest extent permitted by Law, that the Company, the SpinCo Entities and their Affiliates and their respective Representatives shall not have any Liability or responsibility whatsoever to Merger Partner Equityholder or Merger Partner or its Subsidiaries or any of their respective Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Merger Partner Equityholder, Merger Partner or its Subsidiaries or any of their respective Representatives, including in respect of the specific representations and warranties of set forth in Article IV or Article V of this Agreement or any Transaction Document, except as and only to the extent expressly set forth herein or therein with respect to such representations and warranties and subject to the limitations and restrictions contained herein or therein.

ARTICLE VII

COVENANTS

Section 7.1 Conduct of Business.

(a) The Company covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement (the “Interim Period”), except (i) as otherwise required or contemplated by this Agreement or the other Transaction Documents (including any reorganizations, actions, elections or transactions undertaken to facilitate the Transactions, including the Distribution and the Reorganization), (ii) as required by Law or Contract or as otherwise contemplated by the terms of this Agreement or the other Transaction Documents (including with respect to the Reorganization), (iii) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, (iv) to the extent relating to the Company Business, the Excluded Assets or the Excluded Liabilities, (v) as disclosed in Section 7.1 of the SpinCo Disclosure Schedule or (vi) as otherwise consented to by Merger Partner (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use commercially reasonable efforts to conduct the SpinCo Business in all material respects in the ordinary course and to preserve intact its businesses and its business relationships with significant customers and others having significant business relationships with the SpinCo Business; provided, however, that (x) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 7.1(b) shall be deemed a breach of this Section 7.1(a) and (y) any failure to take any action for which Merger Partner’s consent was required by Section 7.1(b) and not provided by Merger Partner shall not be deemed a breach of this Section 7.1(a).

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(b) The Company covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (i) as otherwise required or contemplated by this Agreement or the other Transaction Documents (including any reorganizations, actions, elections or transactions undertaken to facilitate the Transactions, including the Reorganization and the Separation), (ii) as required by Law or Contract or as otherwise contemplated by the terms of this Agreement or the other Transaction Documents (including with respect to the Separation), (iii) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, (iv) to the extent relating to the Company Business, the Excluded Assets or the Excluded Liabilities, (v) as disclosed in Section 7.1 of the SpinCo Disclosure Schedule or (vi) as otherwise consented to by Merger Partner (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

(A) amend, modify, restate, waive, rescind or otherwise change the Organizational Documents of any of SpinCo Entity other than as would not prohibit or hinder, impede or delay in any material respect the consummation of the transactions contemplated hereby;

(B) except for transactions among the Company and any of its Affiliates in the ordinary course, not (i) make any material acquisition of any assets or businesses in excess of $5,000,000 in the aggregate, other than acquisitions of assets (but not businesses) in the ordinary course of business or (ii) sell, pledge, dispose of or encumber any material assets or businesses, other than (x) solely with respect to assets (but not businesses), in the ordinary course of business and (y) the granting of Permitted Liens;

(C) issue, sell, pledge or transfer any Interests of any of the SpinCo Entities, or securities convertible into, or exchangeable or exercisable for, or options with respect to, or warrants to purchase, or rights to subscribe for, Interests of any of the SpinCo Entities, in each case other than (i) to the Company or any of its Subsidiaries or (ii) the granting of Permitted Liens;

(D) enter into (i) any Contract for the purchase or sale of real property or (ii) any lease, sublease, license or occupancy agreement for any real property other than any renewal or extension of a real property lease (x) containing a base annual rent of less than $1,500,000 or (y) that is a contingency to the effectiveness of, subject to a covenant to obtain such renewal or extension set forth in, or otherwise required for the performance of any SpinCo Government Contract or other Contract with a customer of the SpinCo Business to which a SpinCo Entity is a party or a SpinCo Asset is subject;

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(E) (i) amend any material term of, or waive any material right under, or voluntarily terminate (other than upon expiration in accordance with its terms), any SpinCo Material Contract, or (ii) enter into any Contract that, if in effect on the date hereof, would be a SpinCo Material Contract, other than, in each case of clauses (i) and (ii), in the ordinary course of business (which, for the avoidance of doubt, shall include any activities substantially consistent with any (1) SpinCo Government Bid, (2) SpinCo Government Contract or (3) matters included in the SpinCo Operating Model) or any modifications which are more favorable to the SpinCo Business; provided that this clause (E) shall not apply to any SpinCo Material Contract (or any Contract that, if in effect on the date hereof, would be a SpinCo Material Contract) of the type described in Section 5.13(a)(viii); (F) with respect to any SpinCo Entity, incur any indebtedness for borrowed money, issue any debt securities, engage in any securitization transactions or similar arrangements, assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any Person for borrowed money or under any debt securities, enter into any SpinCo Material Contract (or any Contract that, if in effect on the date hereof, would be a SpinCo Material Contract) of the type described in Section 5.13(a)(viii), or grant any Lien (other than Permitted Liens) on any assets of SpinCo or its Subsidiaries, in each case, except (i) pursuant to the SpinCo Financing, (ii) guarantees of obligations under credit agreements to which the Company or any of its Subsidiaries is a party as of the date hereof; provided that any such guarantee will be released prior to or in connection with the Closing, (iii) the factoring of receivables pursuant to agreements delivered to Merger Partner prior to the date hereof, (iv) any indebtedness, guarantees and Liens that will be repaid, terminated or released prior to or in connection with the Closing, (v) any intercompany indebtedness among SpinCo and its wholly owned Subsidiaries or among any such wholly owned Subsidiaries or (vi) incurrence of any indebtedness or guarantees that would not exceed $10,000,000 in the aggregate (and which shall not include any double counting with respect to such obligations);

(G) except (i) as may be required by any Benefit Plan or Collective Bargaining Agreement or (ii) in connection with any action with respect to broad-based Benefit Plans that applies uniformly to SpinCo Employees and other similarly situated employees of the Company and its Affiliates in the applicable jurisdiction, (A) grant any increases in the compensation or benefits of any SpinCo Employee, other than any actions taken in the ordinary course of business with respect to SpinCo Employees with an annual base salary below $350,000; (B) enter into or adopt any SpinCo Benefit Plan, or materially amend or terminate any existing SpinCo Benefit Plan, other than in connection with broad-based welfare benefit plans (other than severance) in the ordinary course of business, or as would not reasonably be expected to materially increase the cost of benefits under such SpinCo Benefit Plans; (C) enter into any employment, severance or termination agreement with any SpinCo Employee, Former SpinCo Employee or other individual service provider of any SpinCo Entity, other than entry into at-will offer letters or, for employees outside of the United States, employment agreements with any individual with an annual base salary less than $350,000 or containing standard terms for the jurisdiction, in each case, that do not contain or provide for any equity or equity-based compensation or change in control-based or retention payments; (D) accelerate the vesting of, or the lapsing of restrictions with respect to, any equity-based or other incentive-based compensation; (E) take any action to fund or otherwise secure the payment of any compensation or benefit, including the funding of any trust related to a SpinCo Benefit Plan, other than any such actions taken in the ordinary course of business consistent with past practice, or change any actuarial or other assumption used to calculate funding obligations with respect thereto, except to the extent required by US GAAP or applicable Law, (F) terminate the employment or services of any SpinCo Employee with an annual base salary in excess of $350,000, other than for cause; (G) hire or promote any SpinCo Employee with an annual base salary at or above $350,000, other than replacement hires or promotions on substantially similar terms of employment as the departed employee; or (H) establish, adopt, enter into, terminate or materially amend any Collective Bargaining Agreement, except for any such action taken on market terms in the ordinary course of business or pursuant to industry, national or sectoral agreements applicable to SpinCo or the SpinCo Business outside of the United States;

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(H) other than with respect to any Company Combined Tax Return or any Tax Return to the extent required to conform to a Company Combined Tax Return, (i) make (other than in a manner consistent with past practice), change or revoke any election with respect to material Taxes of a SpinCo Entity, (ii) settle any Liability with respect to material Taxes of a SpinCo Entity or (iii) enter into any agreement with a Governmental Authority with respect to material Taxes of a SpinCo Entity, other than, in each case of clauses (i), (ii) and (iii), (x) in the ordinary course of business or (y) as would not be likely to have a material and adverse impact on the SpinCo Entities, Merger Partner and the Merger Partner Subsidiaries taken as a whole (it being understood and agreed that, notwithstanding any other provisions of this Agreement to the contrary, none of the covenants set forth in clauses (A) through (G) nor (I) through (N) shall be considered to relate to Tax compliance (other than clause (N) insofar as it relates to this clause (H));

(I) make any material change in any method of financial accounting or financial accounting practice or policy applicable to the SpinCo Business, other than such changes as are required by GAAP or applicable Law;

(J) settle or compromise any Action, or enter into any consent decree or settlement agreement with any Governmental Authority, against any SpinCo Entity or, solely to the extent relating to the SpinCo Business, the Company or any of its other Subsidiaries, other than settlements or compromises of any Action in the ordinary course of business or where the amount paid by the SpinCo Entities in settlement or compromise does not exceed $1,000,000 individually or $5,000,000 in the aggregate (excluding any amounts paid by insurance or amounts Merger Partner or any of Merger Partner’s Subsidiaries agrees to pay) (it being agreed and understood that this clause shall not apply with respect to (x) Tax matters, or (y) derivative, direct or other Actions brought by or on behalf of the Company’s stockholders); (K) (i) merge, combine or consolidate (pursuant to a plan of merger or otherwise) any of the SpinCo Entities with any Person or (ii) except with respect to entities that are dormant or inactive, adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any of the SpinCo Entities or such Subsidiary of the Company (in each case in respect of such Subsidiary of the Company, other than in accordance in all material respects with the Separation Step Plan);

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(L) voluntarily terminate, fail to use reasonable efforts to maintain or materially modify or amend any material SpinCo Permit, other than in the ordinary course of business and that would not be material to the SpinCo Business or any SpinCo Entity;

(M) except in an amount not to exceed $5,000,000 individually or $30,000,000 in the aggregate or pursuant to a SpinCo Material Contract made available to Merger Partner as of the date hereof, make any capital expenditure or expenditures or enter into agreements or arrangements providing for capital expenditure or expenditures or otherwise commit to do so; or

(N) authorize or commit or agree to take any of the foregoing actions.

(c) Each of Merger Partner and Merger Partner Equityholder covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (i) as otherwise required or contemplated by this Agreement or the other Transaction Documents, (ii) as required by Law or Contract or as otherwise contemplated by the terms of this Agreement or the other Transaction Documents, (iii) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by Merger Partner in its reasonable discretion, (iv) as disclosed in Section 7.1 of the Merger Partner Disclosure Schedule or (v) as otherwise consented to by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Merger Partner and Merger Partner Equityholder shall, and shall cause Merger Partner’s Subsidiaries to, use commercially reasonable efforts to conduct their respective businesses in all material respects in the ordinary course and to preserve intact their respective business organizations and preserve the business relationships with significant customers and others having significant business relationships with them; provided, however, that (x) no action by Merger Partner or its Subsidiaries with respect to matters specifically addressed by any provision of Section 7.1(d) shall be deemed a breach of this Section 7.1(c) and (y) any failure to take any action for which the Company’s consent was required by Section 7.1(d) and not provided by the Company shall not be deemed a breach of this Section 7.1(c).

(d) Each of Merger Partner and Merger Partner Equityholder covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (i) as otherwise required or contemplated by this Agreement or the other Transaction Documents, (ii) as required by Law or Contract or as otherwise contemplated by the terms of this Agreement or the other Transaction Documents, (iii) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by Merger Partner in its reasonable discretion, (iv) as disclosed in Section 7.1 of the Merger Partner Disclosure Schedule or (v) as otherwise consented to by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Merger Partner and Merger Partner Equityholder shall not, and shall cause Merger Partner’s Subsidiaries not to:

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(A) amend, modify, restate, waive, rescind or otherwise change the Organizational Documents of any of Merger Partner or any of its Subsidiaries other than as would not prohibit or hinder, impede or delay in any material respect the consummation of the transactions contemplated hereby;

(B) except for transactions among Merger Partner and any of its Affiliates in the ordinary course, not (i) make any material acquisition of any assets or businesses in excess of $5,000,000 in the aggregate, other than acquisitions of assets (but not businesses) in the ordinary course of business or (ii) sell, pledge, dispose of or encumber any material assets or businesses, other than (x) solely with respect to assets (but not businesses), in the ordinary course of business and (y) the granting of Permitted Liens;

(C) issue, sell, pledge or transfer any Interests of Merger Partner, or securities convertible into, or exchangeable or exercisable for, or options with respect to, or warrants to purchase, or rights to subscribe for, Interests of Merger Partner, in each case other than (i) to Merger Partner or any of its Subsidiaries or (ii) the granting of Permitted Liens;

(D) enter into (i) any Contract for the purchase or sale of real property or (ii) any lease, sublease, license or occupancy agreement for any real property other than other than any renewal or extension of any real property lease (x) containing a base annual rent of less than $1,500,000 or (y) that is a contingency to the effectiveness of, subject to a covenant to obtain such renewal or extension set forth in, or otherwise required for the performance of any Government Contract or other Contract with a customer of the Merger Partner Business, in each case, to which Merger Partner or any Merger Partner Subsidiary is a party or to which any asset of Merger Partner or any Merger Partner Subsidiary is subject;

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(E) except (i) as may be required by any Merger Partner Benefit Plan or Collective Bargaining Agreement or (ii) in connection with any action with respect to broad-based Merger Partner Benefit Plans that applies uniformly to any employee of Merger Partner and other similarly situated employees of an Affiliate of Merger Partner in the applicable jurisdiction, (A) grant any increases in the compensation or benefits of any employee of Merger Partner or any Merger Partner Subsidiary, other than any actions taken in the ordinary course of business with respect to employees of Merger Partner or Merger Partner Subsidiary with an annual base salary below $444,956; (B) enter into or adopt any Merger Partner Benefit Plan, or materially amend or terminate any existing Merger Partner Benefit Plan, other than in connection with broad-based welfare benefit plans (other than severance) in the ordinary course of business consistent with past practice or as would not reasonably be expected to materially increase the cost of benefits under such Merger Partner Benefit Plans; (C) enter into any employment, severance or termination agreement with any employee or former employee of Merger Partner or any Merger Partner Subsidiary or other individual service provider of Merger Partner or any Merger Partner Subsidiary, other than entry into at-will offer letters or, for employees outside of the United States, employment agreements with any individual with an annual base salary less than $444,956 or containing standard terms for the jurisdiction, in each case, that do not contain or provide for any equity or equity-based compensation or change in control-based or retention payments; (D) accelerate the vesting of, or the lapsing of restrictions with respect to, any equity-based or other incentive-based compensation; (E) take any action to fund or otherwise secure the payment of any compensation or benefit, including the funding of any trust related to a Merger Partner Benefit Plan, other than any such actions taken in the ordinary course of business consistent with past practice, or change any actuarial or other assumption used to calculate funding obligations with respect thereto, except to the extent required by US GAAP or applicable Law, (F) terminate the employment or services of any employee of Merger Partner or any Merger Partner Subsidiary with an annual base salary in excess of $444,956, other than for cause; (G) hire or promote any employee of Merger Partner or any Merger Partner Subsidiary with an annual base salary at or above $444,956, other than replacement hires or promotions on substantially similar terms of employment as the departed employee; or (H) establish, adopt, enter into, terminate or materially amend any Collective Bargaining Agreement, except for any such action taken on market terms in the ordinary course of business or pursuant to industry, national or sectoral agreements applicable to Merger Partner or any Merger Partner Subsidiary outside of the United States;

(F) (i) amend any material term of, or waive any material right under, or voluntarily terminate (other than upon expiration in accordance with its terms), any Merger Partner Material Contract, or (ii) enter into any Contract that, if in effect on the date hereof, would be a Merger Partner Material Contract, other than, in each case of clauses (i) and (ii), (x) in the ordinary course of business (which, for the avoidance of doubt, shall include any activities substantially consistent with (1) any Government Bid of or submitted by Merger Partner or any Merger Partner Subsidiary, (2) any Government Contract to which Merger Partner or any Merger Partner Subsidiary is a party, or (3) matters included in the Merger Partner Operating Model) or any modifications which are more favorable to its business, or (y) as permitted by clause (G) below;

(G) incur any indebtedness for borrowed money, issue any debt securities, enter into any securitization transactions or similar arrangements or guarantee or otherwise provide credit support for the obligations of any Person for borrowed money, except (i) indebtedness and guarantees incurred under the Merger Partner Credit Agreements, (ii) amendments, extensions, refinancings or replacements of indebtedness and/or commitments outstanding or in effect under the Merger Partner Credit Agreements, (iii) the factoring of receivables and (iv) other indebtedness, debt securities, securitization transactions or similar arrangements, guarantees or other credit support, or commitments therefor, incurred, established, effected or undertaken in compliance with the Merger Partner Credit Agreements, so long as, in the case of clauses (i)—(iv), the foregoing does not adversely affect the ability of Merger Partner and its Subsidiaries to consummate the transactions contemplated hereby;

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(H) (i) make (other than in a manner consistent with past practice), change or revoke any material Tax election, (ii) settle any Liability with respect to material Taxes or (iii) enter into any agreement with a Governmental Authority with respect to material Taxes, other than, in each case of clauses (i), (ii) and (iii), (x) in the ordinary course of business or (y) as would not be likely to have a material and adverse impact on Merger Partner and its Subsidiaries as a whole (it being understood and agreed that, notwithstanding any other provisions of this Agreement to the contrary, none of the covenants set forth in clauses (A) through (G) nor (I) through (N) shall be considered to relate to Tax compliance (other than clause (N) insofar as it relates to this clause (H)));

(I) make any material change in any method of financial accounting or financial accounting practice or policy, other than such changes as are required by GAAP or applicable Law;

(J) settle or compromise any Action, or enter into any consent decree or settlement agreement with any Governmental Authority, against Merger Partner or its Subsidiaries, other than settlements or compromises of any Action in the ordinary course of business or where the amount paid by Merger Partner or its Subsidiaries in settlement or compromise does not exceed $1,000,000 individually or $5,000,000 in the aggregate (excluding any amounts paid by insurance) (it being agreed and understood that this clause shall not apply with respect to (x) Tax matters, or (y) derivative, direct or other Actions brought by or on behalf of Merger Partner Equityholders);

(K) merge, combine or consolidate (pursuant to a plan of merger or otherwise) with any Person or, except with respect to entities that have been dormant or inactive for the twelve (12) months prior, adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Merger Partner or any of its Subsidiaries;

(L) voluntarily terminate, fail to use reasonable efforts to maintain or materially modify or amend any material Permit other than in the ordinary course of business or as would not be material;

(M) except in an amount not to exceed $5,000,000 individually or $30,000,000 in the aggregate or pursuant to a Merger Partner Material Contract made available to the Company as of the date hereof, make any capital expenditure or expenditures or enter into agreements or arrangements providing for capital expenditure or expenditures or otherwise commit to do so; or (e) Nothing contained in this Agreement shall give Merger Partner or the Company, directly or indirectly, the right to control or direct the other Party’s or any of its Subsidiaries’ businesses or operations prior to the Closing.

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(N) authorize or commit or agree to take any of the foregoing actions.

Notwithstanding anything in this Agreement to the contrary, including this Section 7.1, Merger Partner, on the one hand, and the Company and SpinCo, on the other hand, shall retain control of and responsibility for the operation of their respective businesses consistent with any applicable Antitrust Law or Foreign Investment Law, and each Party to this Agreement shall comply with the terms of Section 7.1 of this Agreement consistent with and in compliance with any applicable Antitrust Law or Foreign Investment Law. In furtherance of the foregoing, nothing contained in the Agreement shall give Merger Partner the ability to control or direct the business or operations of the Company or SpinCo nor give the Company and SpinCo the ability to control or direct the business or operations of Merger Partner. In addition, the Parties acknowledge and agree that nothing in this Section 7.1 shall be deemed to limit the transfer of the Excluded Assets or the Excluded Liabilities prior to, at or after the Closing or prohibit the Company or its Affiliates from implementing the Reorganization and the Distribution.

Section 7.2 Tax Matters.

(a) This Agreement is intended to constitute a “plan of reorganization” for purposes of Section 368 of the Code and the Parties hereby adopt it as such. From and after the date of this Agreement and until the Effective Time, each Party shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group to) use its reasonable best efforts to ensure the Tax-Free Status and shall not (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group not to) take any action, cause or permit any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent the Tax-Free Status. Following the Effective Time, none of the Company, SpinCo, Merger Partner, Merger Partner Equityholder or any of their respective Affiliates shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group not to) knowingly take any action, cause or permit any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could prevent the Tax-Free Status.

(b) Each of the Company, SpinCo, Merger Partner and Merger Partner Equityholder shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group to) cooperate with one another and shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group to) use its reasonable best efforts to cause the Company to obtain a written opinion of WLRK, reasonably satisfactory in form and substance to the Company and a written opinion of Company Accounting Firm, reasonably satisfactory in form and substance to the Company (the “Distribution Tax Opinions”), each dated as of the Closing Date, to the effect that the Distribution will satisfy the “business purpose” and “device” tests for purposes of Section 355 of the Code and that Section 355(e) will not apply to the Distribution and, with respect to the opinion of Company Accounting Firm, the other Tax-Free Transactions (other than the Merger) will satisfy the “business purpose” and “device” tests for purposes of Section 355 of the Code and that Section 355(e) will not apply to such Tax-Free Transactions.

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In delivering the Distribution Tax Opinions, Company Accounting Firm and WLRK shall be entitled to receive and rely upon the Merger Partner Distribution Tax Representations and the Company Distribution Tax Representations.

(c) Each of the Company, SpinCo, Merger Partner and Merger Partner Equityholder shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group to) cooperate with one another and shall (and Merger Partner Equityholder shall cause each member of the Merger Partner Equityholder Group to) use its reasonable best efforts to cause the Company to obtain a written opinion of WLRK (the “Company Merger Tax Opinion”) and Merger Partner to obtain a written opinion of Cravath (the “Merger Partner Merger Tax Opinion”) reasonably satisfactory in form and substance to the Company and Merger Partner, respectively, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In delivering the Company Merger Tax Opinion and the Merger Partner Merger Tax Opinion, WLRK and Cravath shall both be entitled to receive and rely upon the SpinCo Merger Tax Representations and the Merger Partner Merger Tax Representations.

(d) The Company and SpinCo, on the one hand, and Merger Partner and Merger Partner Equityholder, on the other hand, shall cooperate with each other in obtaining, and shall use their respective reasonable best efforts to obtain, any Tax opinions required to be filed with the SEC in connection with the filing of the SpinCo Registration Statement and shall each use its respective reasonable best efforts to cause such opinions to be timely filed.

(e) Merger Partner will promptly notify the Company if, before the Effective Time, it knows or has reason to believe that Merger Partner is not reasonably expected to be able to obtain the Merger Partner Merger Tax Opinion.

(f) The Company will promptly notify Merger Partner if, before the Effective Time, it knows or has reason to believe that the Company is not reasonably expected to be able to obtain any of the Distribution Tax Opinions or the Company Merger Tax Opinion.

(g) As soon as reasonably practicable after the date hereof, the Company shall submit the IRS Ruling Request. The Company shall submit to the IRS supplemental materials relating thereto that the Company determines in good faith are necessary or appropriate to obtain the requested rulings under the IRS Ruling Request or any additional rulings from the IRS that the Company determines are necessary or appropriate, including as a result of the transactions contemplated by this Agreement (each, together with the IRS Ruling Request, an “IRS Submission”). All IRS Submissions shall be prepared by the Company, subject to the terms of this Section 7.2(g). The Company shall have control over the process for submitting and prosecuting all the IRS Submissions, except as otherwise provided in this Section 7.2(g). From and after the date of this Agreement and until the Effective Time, each Party agrees to use its reasonable best efforts to facilitate receipt by the Company of the IRS Ruling (and any additional rulings the Company determines are necessary or appropriate), including providing such appropriate information as the IRS shall require in connection with the IRS Ruling Request or any IRS Submission.

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The Company shall provide Merger Partner or Cravath with draft copies of each material IRS Submission reasonably in advance of the filing thereof with the IRS and consider in good faith any comments provided by Merger Partner on such draft copies of each IRS Submission; provided that the Company may redact from any such draft copies any information (“Redactable Information”) that the Company, in its good faith judgment, considers to be confidential and not germane to Merger Partner’s or SpinCo’s obligations under this Agreement or any Transaction Documents. The Company shall provide Merger Partner with copies of each IRS Submission filed with the IRS as filed with the IRS promptly following the filing thereof; provided that (x) the Company may redact any Redactable Information from such IRS Submissions and (y) in the case of any material IRS Submission containing representations relating to SpinCo, any SpinCo Subsidiary, Merger Partner or any Merger Partner Subsidiary, which representations are not customary and which would have a material adverse effect on Merger Partner and its Affiliates (including the SpinCo Entities) taken as a whole, such representations shall require the approval, prior to filing with the IRS, of Merger Partner (which approval shall not be unreasonably withheld, conditioned or delayed). The Company shall provide Merger Partner with notice reasonably in advance of any formally scheduled meetings (including telephonic meetings) with the IRS (subject to the approval of the IRS) that relate to an IRS Submission and permit one member of Cravath to attend such meetings.

(h) In the event of any Adverse Law Event prior to Closing or if the Company reasonably determines that the transactions contemplated by this Agreement or any Transaction Documents would result in a material amount of Tax to the Company or any of its Affiliates, the Parties shall collaborate reasonably and in good faith in order to change the method or structure of effecting the transactions contemplated by the Transaction Documents (including the Reorganization) so as to either (x) make likely the receipt from the IRS of the IRS Ruling, (y) make likely the receipt of the Distribution Tax Opinions or the Merger Tax Opinions or (z) allow the Company to accomplish the same result as the structure contemplated as of the date hereof in a tax-free or, in the reasonable judgment of the Company, tax efficient manner, as promptly as practicable and in any event prior to the Outside Date; provided, however, that no such change shall alter or change the Merger Consideration, including the nature of the Merger Consideration, or (without the consent of either Party, in their reasonable discretion) materially alter the scope of the SpinCo Business, the SpinCo Assets, the SpinCo Entities or SpinCo Liabilities to be acquired by Merger Partner in connection with the Transactions. In the event that the Parties reasonably, and in good faith, agree to an alternative structure pursuant to this Section 7.2(h), they shall be obligated, as soon as practicable thereafter, to modify the covenants and agreements set forth in this Agreement and the Transaction Documents to the extent required in order to reflect such change in transaction structure, and the Parties shall use all commercially reasonable efforts to cause the transactions contemplated hereby, as so modified, to be consummated as soon as practicable thereafter.

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Section 7.3 Preparation of the Registration Statement.

(a) As promptly as practicable after the execution of this Agreement, to the extent such filings are required by Law in connection with the transactions contemplated by this Agreement, Merger Partner, Merger Partner Equityholder, the Company and SpinCo shall jointly prepare and SpinCo shall file with the SEC the SpinCo Registration Statement.

(b) Each of Merger Partner, Merger Partner Equityholder, the Company and SpinCo shall use its reasonable best efforts to have the SpinCo Registration Statement declared effective as promptly as practicable after such filing (including by responding to comments of the SEC) and, prior to the effective date of the SpinCo Registration Statement, each of Merger Partner, Merger Partner Equityholder, the Company and SpinCo shall take all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process in any such jurisdiction) to be taken under any applicable securities Laws in connection with the SpinCo Share Issuance and the Distribution. As promptly as practicable after the SpinCo Registration Statement shall have become effective, the Company shall cause the Distribution Documents to be mailed or made available to the Company’s stockholders pursuant to applicable Law. No filing of, or amendment or supplement to, the SpinCo Registration Statement will be made by the Company or SpinCo without providing Merger Partner with a reasonable opportunity to review and comment thereon (and such comments shall be reasonably considered by the Company in good faith). Each Party (as applicable) will cause the Distribution Documents to comply in all material respects with the applicable requirements of U.S. federal securities Laws.

(c) If, at any time prior to the Effective Time, any information relating to Merger Partner, Merger Partner Equityholder, the Company or SpinCo, or any of their respective Affiliates, directors or officers, should be discovered by Merger Partner, Merger Partner Equityholder, the Company or SpinCo which should be set forth in an amendment or supplement to the SpinCo Registration Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, and, to the extent required by Law, disseminated to the equityholders of Merger Partner or the Company, as applicable. Each Party shall notify the other Party promptly of the time when the SpinCo Registration Statement has become effective and of the issuance of any stop order or suspension of the qualification of the shares of SpinCo Common Stock issuable in the Distribution for offering or sale in any jurisdiction. In addition, each Party agrees to promptly provide the other Party and their respective counsel with copies of any written comments or requests for amendments or supplements, and shall promptly inform the other Party of any oral comments or requests for amendments or supplements, that such Party or its counsel may receive from time to time from the SEC with respect to the SpinCo Registration Statement promptly after receipt of such comments, and shall provide the other Party with copies of any written or oral responses or correspondence between it or its Affiliates and the SEC related thereto. Each Party and their respective counsel shall be given a reasonable opportunity to review in advance any such written responses and to participate in any discussions or oral material communications with the SEC, and each Party shall reasonably consider in good faith the additions, deletions, comments or changes suggested thereto by the other Party and its counsel.

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Section 7.4 Reasonable Best Efforts.

(a) Subject to the terms of Section 7.5, which shall govern with respect to the subject matter thereof, each of Merger Partner, Merger Partner Equityholder and the Company shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, the Separation and Distribution Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) preparing and filing of all forms, registrations, and notifications required to be filed to consummate the Merger and the other transactions contemplated by this Agreement; (ii) obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities, (iii) obtaining all necessary consents, approvals or waivers from third parties, and (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger; provided, however, that in no event shall the Company, SpinCo, Merger Partner, Merger Partner Equityholder or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any Consent required for the consummation of the transactions contemplated by this Agreement under any Contract. In furtherance of the foregoing, each of Merger Partner, Merger Partner Equityholder, SpinCo and the Company shall not take, and shall cause their respective Affiliates not to take, any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent or Order of, or any exemption by, any Governmental Authority necessary to be obtained at or prior to the Closing.

(b) The Company and Merger Partner shall (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act, and (ii) promptly make (or cause to be made), but in no event later than thirty (30) Business Days after the date of this Agreement (or such earlier date as may be required by applicable Law), any other filings or notifications (or drafts thereof) with respect to the Requisite Regulatory Approvals under applicable Antitrust Law or Foreign Investment Law. The Company and Merger Partner shall request early termination of any applicable waiting periods under the Antitrust Laws and Foreign Investment Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall comply with any request for additional information or documents that may be requested pursuant to any Law or by any Governmental Authority as promptly as practicable. None of Merger Partner, SpinCo or the Company shall commit to or agree, or allow any of their respective Affiliates to commit to or agree, with any Governmental Authority to (w) stay, toll or extend any applicable waiting period under the HSR Act, (x) pull and refile or resubmit the notification and report forms pursuant to the HSR Act as applicable to the Merger or the other transactions contemplated herein, (y) not consummate the Merger or any other transactions contemplated herein before an agreed to date, or (z) any timing agreement, without the prior written consent of the other party.

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(c) In furtherance of the covenants of the Parties contained in this Section 7.4 (i) if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transaction contemplated in this Agreement, the Separation and Distribution Agreement and the other Transaction Documents as violative of any Antitrust Law or Foreign Investment Law, each of the Parties shall use its reasonable best efforts to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that results from such Action and that prohibits, prevents or restricts consummation of the Merger or any other transaction contemplated by this Agreement on or before the Outside Date and (ii) Merger Partner, Merger Partner Equityholder, SpinCo and the Company shall take, or cause to be taken, all such further action as may be necessary to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any share capital or other equity voting interests, assets (whether tangible or intangible), businesses, contracts, divisions, operations, properties, products or product lines of Merger Partner, the SpinCo Entities or any of their respective Subsidiaries, (B) terminating, transferring or creating relationships, contractual rights or other obligations of Merger Partner, the SpinCo Entities or any of their respective Subsidiaries, and (C) otherwise taking or committing to take actions that after the Closing would limit Merger Partner’s or SpinCo’s freedom of action with respect to, or their ability to retain, any share capital or other equity voting interests, assets (whether tangible or intangible), businesses, divisions, operations, properties, products or product lines of Merger Partner or SpinCo or any of their respective Subsidiaries. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company, SpinCo and their Affiliates shall not be required to take or agree to take any such actions (A) through (C) of clause (ii) of this Section 7.4(c) if such action or actions (x) individually or in the aggregate, is material to the Surviving Entity and its Subsidiaries (taken as a whole), (y) is not conditioned on the Closing or (z) relate to any Excluded Assets or the Company Business.

(d) Merger Partner and the Company shall, and shall cause their respective Affiliates to, cooperate and consult with one another in connection with the making of all filings, notifications, communications, submissions, timing agreements or extensions, and any other actions pursuant to this Section 7.4, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Merger Partner, Merger Partner Equityholder and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by Merger Partner, Merger Partner Equityholder and the Company, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Authority with respect to such transactions. Subject to applicable Law relating to the exchange of information, Merger Partner, Merger Partner Equityholder and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions to any Governmental Authority; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the SpinCo Business, the SpinCo Assets or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Merger Partner, Merger Partner Equityholder and the Company agree not to participate in any meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Merger or any other transaction contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

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Section 7.5 Financing.

(a) SpinCo shall (and the Company shall cause SpinCo and, in the case of the SpinCo Financing Agreements, the SpinCo Borrower to) use reasonable best efforts to (i) maintain in effect the SpinCo Commitment Letter and, upon the execution and delivery thereof, the SpinCo Financing Agreements, (ii) materially comply with the obligations of SpinCo under the SpinCo Commitment Letter and, upon the execution and delivery thereof, the obligations of SpinCo and the SpinCo Borrower under the SpinCo Financing Agreements, (iii) enforce the rights of SpinCo under the SpinCo Commitment Letter and, upon the execution and delivery thereof, of SpinCo and SpinCo Borrower under the SpinCo Financing Agreements and (iv) consummate (or cause SpinCo Borrower to consummate) the SpinCo Financing and draw an amount thereunder no less than the amount required for SpinCo to make the SpinCo Payment no later than immediately prior to the Distribution.

(b) In the event any portion of the SpinCo Financing becomes unavailable on the terms and conditions contemplated in the SpinCo Commitment Letter or the SpinCo Financing Agreements, the Company shall cause SpinCo to, and each of SpinCo, Merger Partner Equityholder and Merger Partner shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to obtain (and to cooperate to obtain) promptly commitments for replacement debt financing for SpinCo from the same or alternative sources, in an aggregate amount, when added to the portion of the SpinCo Financing that is available, equal to the aggregate principal amount of the SpinCo Financing set forth in the SpinCo Commitment Letter as of the date hereof (the “Alternative Financing”); provided that the terms of the Alternative Financing (i) shall not result in any materially adverse Tax consequences to the Company and its Subsidiaries, including as to the Tax-Free Status of the transactions contemplated by the Transaction Documents (as determined by the Company in good faith), (ii) unless otherwise agreed to in writing by the Company and Merger Partner, shall be on terms and conditions not materially less favorable, taken as a whole, to each of SpinCo and Merger Partner than those in the SpinCo Commitment Letter or the SpinCo Financing Agreements, as applicable (taking into account any “market flex” provisions thereof), and in any event (A) shall provide for express consent, approval and third party beneficiary and direct enforcement rights of Merger Partner no less favorable to Merger Partner than the express consent, approval and third party beneficiary rights and direct enforcement rights of Merger Partner set forth in the SpinCo Commitment Letter or the SpinCo Financing Agreements, as applicable, (B) shall not provide for any fees (including original issue discount) in connection therewith that are, in the aggregate, materially in excess of those specified in the SpinCo Commitment Letter (taking into account an “market flex” provisions thereof) and (C) shall not contain terms that, upon the consummation of the Merger and the related transactions, would conflict with the terms of the Merger Partner Credit Agreements, as in effect on the date of this Agreement, and (iii) unless otherwise agreed to in writing by the Company and Merger Partner, shall not contain any conditions to the consummation of such Alternative Financing that are more onerous than the conditions set forth in the SpinCo Commitment Letter or the SpinCo Financing Agreements, as applicable. It is understood and agreed that references herein to (x) the SpinCo Financing shall include any Alternative Financing and (y) the SpinCo Commitment Letter or the SpinCo Financing Agreements shall include the commitment letter and definitive agreements, as applicable, in each case relating to any Alternative Financing.

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(c) The Company shall give Merger Partner, and Merger Partner (and Merger Partner Equityholder) shall give the Company, prompt written notice upon it obtaining knowledge of (i) any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the SpinCo Commitment Letter or the SpinCo Financing Agreements, (ii) any actual or threatened withdrawal, repudiation or termination of the SpinCo Financing by any party to the SpinCo Commitment Letter or the SpinCo Financing Agreements, (iii) any material dispute or disagreement between or among any of the parties to the SpinCo Commitment Letter or the SpinCo Financing Agreements and (iv) any amendment, restatement, supplement or other modification of, or waiver under, or replacement of the SpinCo Commitment Letter or the SpinCo Financing Agreements. Subject to Section 7.5(b), SpinCo shall not, without the prior written consent of Merger Partner, amend, restate, supplement, otherwise modify, replace, terminate, or agree to any waiver under the SpinCo Commitment Letter or the SpinCo Financing Agreements; provided that, notwithstanding the foregoing, SpinCo may (in consultation with Merger Partner) (i) implement any of the “market flex” provisions exercised by the SpinCo Lenders in accordance with the SpinCo Commitment Letter or (ii) amend and restate the SpinCo Commitment Letter or otherwise execute joinder agreements to the SpinCo Commitment Letter solely to add, in accordance with the SpinCo Commitment Letter, additional commitment parties, arrangers, agents or entities with other similar roles or titles. SpinCo shall promptly furnish to Merger Partner copies of any agreements or other documentation with respect to any such amendment, restatement, supplement, modification, replacement or waiver.

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(d) Until the earlier of the Closing and the valid termination of this Agreement in accordance with Article IX, each of the Company, SpinCo, Merger Partner Equityholder and Merger Partner agrees (i) to cooperate (and to cause its Subsidiaries to cooperate) in connection with the arrangement, syndication and consummation of the SpinCo Financing (including the Incremental Facility Designation Transactions contemplated by, and as defined in, the SpinCo Commitment Letter) and the Merger Partner Related Financings and, in the case of the Company, SpinCo and their respective Subsidiaries, in connection with the Merger Partner Credit Agreement Accession Requirements and (ii) to use reasonable best efforts to take, or cause to be taken, and to cause their respective Subsidiaries to use reasonable best efforts to take, or cause to be taken, and to use reasonable best efforts to cause their respective Representatives to take or cause to be taken, in each case, all actions and to do, or cause to be done, all things necessary, advisable or proper (A) in connection with the arrangement and syndication of the SpinCo Financing and the Merger Partner Related Financings and (B) in the case of the Company, SpinCo, their respective Subsidiaries and their respective Representatives, to consummate the SpinCo Financing (including, if applicable pursuant to the terms of the SpinCo Commitment Letter, the consummation of the Incremental Facility Designation Transactions) and to comply with the Merger Partner Credit Agreement Accession Requirements, including, without limitation, by (1) participating in the marketing and syndication efforts related to the SpinCo Financing and/or the Merger Partner Related Financings, including participating in the preparation of appropriate and customary materials for confidential information memoranda, lender presentations and similar documents customarily used in connection with the arrangement and syndication of the SpinCo Financing and/or the Merger Partner Related Financings and assisting with the identification of any portion of the information contained therein relating to such Person that constitutes “material non-public information” of such Person (or its securities) (and assisting in the preparation of “public side” versions thereof), including executing and delivering customary authorization and representations letters in connection with the foregoing and subject to customary confidentiality provisions and disclaimers, (2) participating in the preparation of rating agency presentations and meetings with rating agencies, with such meetings to be telephonic or “virtual” unless otherwise agreed to by the Company and Merger Partner, (3) causing the management team of such Person with appropriate seniority and expertise, during normal business hours and after reasonable prior notice, to participate in a reasonable number of presentations, drafting sessions, due diligence sessions and meetings with prospective lenders, other financing sources and rating agencies in connection with the SpinCo Financing and/or the Merger Partner Related Financings, which in each case shall be telephonic or “virtual” unless otherwise agreed to by the Company and Merger Partner, (4) in the case of the SpinCo Financing, negotiating and, in the case of SpinCo, SpinCo Borrower and the other SpinCo Entities contemplated to be party thereto, entering into definitive agreements with respect to the SpinCo Financing (the “SpinCo Financing Agreements”), on the terms and conditions contained in the SpinCo Commitment Letter or on such other terms as are reasonably acceptable to the Company, SpinCo and Merger Partner; provided that any such other terms must not result in any materially adverse Tax consequences to the Company and its Subsidiaries, including as to the Tax-Free Status of the transactions contemplated by the Transaction Documents (as determined by the Company in good faith), (5) in the case of SpinCo, SpinCo Borrower and the other SpinCo Entities, facilitating the granting of security interests (and perfection thereof) in collateral and the provision of guarantees, in each case, in connection with the Merger Partner Related Financings or pursuant to the Merger Partner Credit Agreement Accession Requirements, including entering into such guarantees, pledge and security agreements, intercreditor agreements or other definitive financing documents (including joinder and accession agreements), and delivering such certificates, evidence of authority, legal opinions or other documentation and items as are required under the Merger Partner Credit Agreements, (6) in the case of SpinCo and Merger Partner, on a timely basis (x) satisfying all conditions precedent in the SpinCo Commitment Letter and the SpinCo Financing Agreements that are within the control of SpinCo, Merger Partner or their respective Subsidiaries, as applicable, and (y) furnishing any pertinent information regarding the SpinCo Business or Merger Partner and its Subsidiaries, as applicable, or any of their respective properties or assets, as may be reasonably requested by SpinCo or Merger Partner, as applicable, in connection with the SpinCo Financing, the Merger Partner Related Financings or the Merger Partner Credit Agreement Accession Requirements and (7) in the case of SpinCo, SpinCo Borrower and the other SpinCo Entities, furnishing at least five (5) Business Days prior to the Closing (x) all documentation and other information requested by the lenders or other financing sources in connection with the Merger Partner Related Financings or the Merger Partner Credit Agreement Accession Requirements that is required under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001, and (y) if SpinCo, SpinCo Borrower or any other SpinCo Entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the SpinCo Commitment Letter) a “Beneficial Ownership Certification”, in each case to the extent requested at least seven (7) Business Days prior to the Closing.

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(e) The Company hereby consents to the use of SpinCo’s and its Subsidiaries’ logos, and Merger Partner hereby consents to the use of its and its Subsidiaries’ logos, in connection with the SpinCo Financing and, in the case of the SpinCo’s and its Subsidiaries’ logos, the Merger Partner Related Financings and solely in a manner that is not intended or reasonably likely to harm or disparage the reputation or goodwill of the relevant party or any of their respective Intellectual Property. The Company, Merger Partner Equityholder and Merger Partner shall, upon reasonable request by the other, keep each other informed in reasonable detail of the status of its efforts to arrange and consummate the SpinCo Financing and any Merger Partner Related Financing, as applicable, and the Company, Merger Partner Equityholder and Merger Partner shall provide to each other as promptly as practicable copies of then-current drafts of the SpinCo Financing Agreements and any definitive documentation with respect to any Merger Partner Related Financing, as applicable.

(f) Notwithstanding anything in this Agreement to the contrary, (i) in the event of the consummation of the Merger, SpinCo shall be responsible for 100% of the aggregate amount of the SpinCo Financing Fees, (ii) in the event of termination of this Agreement pursuant to Article IX, each of Merger Partner, on the one hand, and the Company and SpinCo, on the other hand, shall be responsible for 50% of the aggregate amount of the SpinCo Financing Fees; provided, however, that (A) in the case of a termination of this Agreement by Merger Partner pursuant to Section 9.1(d), the Company shall be responsible for 100% of the aggregate amount of the SpinCo Financing Fees and (B) in the case of a termination of this Agreement by the Company pursuant to Section 9.1(e), Merger Partner shall be responsible for 100% of the aggregate amount of the SpinCo Financing Fees, and (iii) Merger Partner shall, and shall cause its Subsidiaries to, indemnify and hold harmless the Company, its Subsidiaries and its and their Representatives from and against 100% of Losses actually suffered or incurred by them in connection with (x) the SpinCo Financing (solely in the event of termination of this Agreement pursuant to Article IX and except SpinCo Financing Fees) and (y) the Merger Partner Related Financing, in each case, except any such Losses (A) suffered or incurred by them as a result of information provided by or on behalf of the Company or any of its Subsidiaries, including SpinCo, in writing prior to the Closing Date and (B) to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or material breach of this Agreement, any Transaction Document, the SpinCo Commitment Letter, any SpinCo Financing Agreement or any other agreement executed in connection with the SpinCo Financing or the Merger Partner Related Financing by the Company or any of its Subsidiaries, including SpinCo, or any of their respective Representatives. In the event any payment in respect of SpinCo Financing Fees is due by Merger Partner or the Company to the other pursuant to this Section 7.5(f), Merger Partner or the Company, as the case may be, shall, or shall cause its Subsidiaries to, pay to such other Person such amount within thirty (30) Business Days following delivery by the Company or Merger Partner, as the case may be, of a written request therefor, accompanied by reasonable supporting documentation evidencing such payment obligations.

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(g) Notwithstanding anything to the contrary in this Section 7.5, (i) no action contemplated in this Section 7.5 shall be required to the extent such action would: (A) (i) require the Company or any of its Subsidiaries (other than SpinCo and its Subsidiaries but not, in the case of the Incremental Facility Designation Transactions, prior to the Closing) to become a borrower or a guarantor in respect of the SpinCo Financing, or, prior to the Closing, Merger Partner or any of its Subsidiaries to become a borrower or guarantor in respect of the SpinCo Financing or (ii) require the Company or any of its Subsidiaries (other than, on and after the Closing, SpinCo and its Subsidiaries) to become a borrower or a guarantor in respect of the Merger Partner Related Financings or pursuant to the Merger Partner Credit Agreement Accession Requirements; (B) require the Company or any of its Subsidiaries or, prior to the Closing, Merger Partner or any of its Subsidiaries, or any of their respective Representatives, to provide (or to have provided on its behalf) any certificates or legal opinions (other than, in the case of SpinCo and its Subsidiaries and their respective Representatives, certificates or opinions delivered at the closing of the SpinCo Financing or, on and after the Closing, in connection with the closing of the Merger Partner Related Financings or pursuant to the Merger Partner Credit Agreement Accession Requirements, as applicable; provided that the foregoing limitations shall not apply to the provision of customary authorization and representation letters to be executed and delivered by SpinCo and any of its Subsidiaries and Merger Partner and any of its Subsidiaries as required by Section 7.5(d)(1) above); (C) cause any director, officer or employee of the Company or any of its Subsidiaries, or Merger Partner or any of its Subsidiaries, to incur any personal liability; (D) require the Company or any of its Subsidiaries, or, prior to the Closing, Merger Partner or any of its Subsidiaries, to execute and deliver any pledge or security documents or certificates, documents or instruments relating to the provision or perfection of collateral, other than, in the case of SpinCo and its Subsidiaries, in connection with (1) the SpinCo Financing or (2) so long as such documents, certificates or instruments do not become effective prior to the Closing, the Incremental Facility Designation Transactions, the Merger Partner Related Financings and the Merger Partner Credit Agreement Accession Requirements; provided, that only a person who will continue as an officer, director or the equivalent of SpinCo, SpinCo Borrower and the other SpinCo Entities following the Closing shall be required to sign any document, certificate or instrument; (E) without limiting clauses (B) and (D) above, require the Company or any of its Subsidiaries or, prior to the Closing, Merger Partner or any of its Subsidiaries to execute and deliver any documentation (other than the customary authorization and representation letters to be executed and delivered by SpinCo and any of its Subsidiaries and Merger Partner and any of its Subsidiaries as required by Section 7.5(d)(1) above) related to the SpinCo Financing, the Merger Partner Related Financings or the Merger Partner Credit Agreement Accession Requirements, other than documentation executed and delivered by SpinCo and its Subsidiaries in connection with (1) the SpinCo Financing and (2) so long as such documentation does not become effective prior to the Closing, the Incremental Facility Designation Transactions, the Merger Partner Related Financings and the Merger Partner Credit Agreement Accession Requirements; provided, that only a person who will continue as an officer, director or the equivalent of SpinCo, SpinCo Borrower and the other SpinCo Entities following the Closing shall be required to sign any documentation; (F) (1) jeopardize (in the Company’s reasonable determination) any attorney-client privilege of the Company or any of its Subsidiaries (in which case the Company and such Subsidiaries shall use reasonable best efforts to take such action in a manner that would not jeopardize such attorney-client privilege) or (2) jeopardize (in Merger Partner’s reasonable determination) any attorney-client privilege of Merger Partner or any of its Subsidiaries (in which case Merger Partner and such Subsidiaries shall use reasonable best efforts to take such action in a manner that would not jeopardize such attorney-client privilege); (G) result in a material violation or breach of, or a default under, the Organizational Documents of the Company or its Subsidiaries, or the Organizational Documents of Merger Partner or its Subsidiaries, or any applicable Law; (H) require the incurrence or issuance of any indebtedness by SpinCo or any of its Subsidiaries prior to the Closing other than the SpinCo Financing and intercompany indebtedness required or otherwise contemplated by the Transaction Documents, including the Separation Step Plans; (I) unreasonably interfere with the respective businesses or ongoing operations of the Company and its Subsidiaries or Merger Partner and its Subsidiaries; (J) require the Company or its Subsidiaries or Merger Partner or its Subsidiaries to prepare or deliver any financial statements (except (x) the financial statements expressly required as a condition to the funding of the SpinCo Financing as set forth, in the case of SpinCo and its Subsidiaries, by clauses (d)(i), (ii) and (v) and, in the case of Merger Partner and its Subsidiaries, by clauses (d)(iii), (iv) and (v), in each case, in Exhibit C to the SpinCo Commitment Letter as in effect as of the date hereof and (y) the financial statements required to be delivered pursuant to Section 7.22(a) or included in the SpinCo Registration Statement) that are not readily available to them or prepared in the ordinary course of their respective financial reporting practices; or (K) require the Company, SpinCo or their respective Subsidiaries to prepare any pro forma financial statements or pro forma financial information or provide any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with either the SpinCo Financing, the Merger Partner Related Financings or the Incremental Facility Designation Transactions (except any such statements or information required to be included in the SpinCo Registration Statement) and (ii) no action contemplated in this Section 7.5 shall be required by the Company, SpinCo or their respective Subsidiaries to the extent such action would result in any materially adverse Tax consequences to the Company, including as to the Tax-Free Status of the transactions contemplated by the Transaction Documents (as determined by the Company in good faith).

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(h) All non-public or otherwise confidential information regarding the SpinCo Business obtained by Merger Partner or its Representatives pursuant to this Section 7.5 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding any other provision set forth herein or in any other agreement (including the Confidentiality Agreement) between the Company and Merger Partner (or their respective Affiliates), each of the Company and SpinCo agrees that Merger Partner may share information with respect to SpinCo and the SpinCo Business solely in connection with the SpinCo Financing and the Merger Partner Related Financings with any rating agency, the SpinCo Lenders, any lenders or agents under the Merger Partner Credit Agreements, any lenders, agents, arrangers or other financing sources with respect to any Merger Partner Related Financing, and that Merger Partner, the SpinCo Lenders and any lenders, agents, arrangers or other financing sources with respect to any Merger Partner Related Financings may share such information with potential financing sources in connection with any marketing efforts for the SpinCo Financing and/or the Merger Partner Related Financing; provided, however, that the recipients of such information are subject to customary confidentiality undertakings (which may be in the form of “click through” confidentiality agreements, confidentiality provisions contained in the Merger Partner Credit Agreements and confidentially provisions contained in customary confidential information memoranda or lender presentations).

(i) All non-public or otherwise confidential information regarding Merger Partner and its Subsidiaries, and their respective businesses, assets, liabilities or operations, obtained by the Company, SpinCo or their respective Representatives pursuant to this Section 7.5 shall be kept confidential in accordance with the terms of the Confidentiality Agreement.

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Notwithstanding any other provision set forth herein or in any other agreement (including the Confidentiality Agreement) between the Company or SpinCo, on the one hand, and Merger Partner, on the other hand (or their respective Affiliates), Merger Partner and Merger Partner Equityholder agree that the Company and SpinCo may share such information with any rating agency and the SpinCo Lenders and that the Company, SpinCo and the SpinCo Lenders may share such information with potential financing sources in connection with any marketing efforts for the SpinCo Financing; provided, however, that the recipients of such information are subject to customary confidentiality undertakings (which may be in the form of “click through” confidentiality agreements and confidentially provisions contained in customary confidential information memoranda or lender presentations).

Section 7.6 Access to Information.

(a) The Company shall, and shall cause its Subsidiaries, on the one hand, and Merger Partner and Merger Partner Equityholder shall, and shall cause the Merger Partner’s Subsidiaries, on the other hand, to afford to the other Party and to its respective Representatives, reasonable access, during normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Merger Partner’s and its Subsidiaries’ or the Company’s or the SpinCo Business’s (as applicable) normal operations, the properties, the SpinCo Business Records and appropriate senior-level employees of Merger Partner and the Merger Partner Subsidiaries or the Company and its Subsidiaries (related to the SpinCo Business), including the SpinCo Entities (as applicable), as such Party and its Representatives may reasonably request for the purposes of integration planning and preparing for the operation of SpinCo and the Surviving Entity post-Closing; provided that (a) such investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party, (b) no Party or its Representatives shall be permitted to perform any environmental testing or sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions without the prior written consent of the other applicable Party, (c) no Party or its Representatives shall be entitled to access any employee-related or employee benefit-related files or records of another Party, including individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information and (d) nothing in this Section 7.6 shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with such other Party’s prior written consent (which may be withheld or denied at its sole discretion), (ii) would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or (iii) would jeopardize the attorney-client privilege or other disclosure privilege or protection to such Party (provided that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party).

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(b) Each of Merger Partner and the Company may, as it deems advisable, reasonably designate any competitively sensitive information as “clean team” or “outside counsel only” material or with similar restrictions.

(c) Notwithstanding anything in this Section 7.6 to the contrary (but without limiting the Company’s obligations under this Agreement, including Section 7.3), the Company and SpinCo shall not be required to provide access to, or make any disclosure with respect to, any information of or to the extent relating to the Company, any of its Affiliates or any of their respective businesses, other than information to the extent relating to the SpinCo Business, the SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities.

(d) The Parties hereby agree that, notwithstanding anything in this Section 7.6 to the contrary (but subject to Section 7.5(h) and Section 7.5(i)), the provisions of the Confidentiality Agreement shall apply to all information and material furnished by any Party or its Representatives thereunder and hereunder. The Confidentiality Agreement shall survive any termination of this Agreement. All requests for such access to any Party shall be made to such Party or its designated Representative.

Section 7.7 Processing of Personal Information.

(a) The Parties shall cooperate to ensure that their respective processing of Personal Information hereunder does and will materially comply with all applicable Privacy Requirements. Nothing in this Section 7.7 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Privacy Requirements.

(b) To the extent required to do so by applicable Privacy Requirements as a result of or in connection with the Transactions, including the Reorganization, the Parties agree to enter into such data processing agreements as required to comply with applicable Privacy Laws and shall act reasonably and in good faith in doing so.

(c) It is understood and agreed by the Parties that the transfer of Personal Information in connection with the Transactions will not violate any Privacy Requirements in any material respect.

Section 7.8 D&O Indemnification and Insurance.

(a) For a period of six (6) years from and after the Effective Time, SpinCo agrees that it shall indemnify and hold harmless each present and former director, officer or employee of SpinCo and any other SpinCo Entity (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any of its Subsidiaries (including the SpinCo Entities), as the case may be, would have been permitted under the Organizational Documents of SpinCo or the Company as in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such Organizational Documents, provided (i) that such Person delivers an undertaking to SpinCo in advance agreeing to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment that such Person is not entitled to indemnification) and (ii) this Section 7.8(a) shall not alter any indemnification obligations allocated between the parties in the Separation and Distribution Agreement.

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Without limiting the foregoing, SpinCo shall cause the SpinCo Entities (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of the SpinCo Entities’ respective former and current officers, directors or employees that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company as of the date hereof and (ii) not to amend, repeal, waive or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Law.

(b) SpinCo shall, at its sole cost and expense, in consultation with Merger Partner, procure a prepaid, non-cancelable six (6)-year “tail” policy commencing on the Closing Date containing terms not less favorable to the Indemnified Parties than the terms of directors’ and officers’ and fiduciary liability insurance covering the Indemnified Parties with respect to matters existing or occurring at or prior to the Effective Time; provided that if the premium thereof would exceed 300% of the last annual premium paid by the Company prior to the date hereof, then SpinCo shall procure the maximum coverage available at an annual premium equal to such maximum amount.

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.8 shall survive the consummation of the transactions contemplated hereby and shall be binding on all successors and assigns of SpinCo and are intended to be for the benefit of, and will be enforceable by, each present and former director, officer and employee of any SpinCo Entity and his or her heirs and representatives. In the event that SpinCo or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or Surviving Entity or entity of such consolidation or merger or transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of SpinCo shall succeed to the obligations set forth in this Section 7.8.

Section 7.9 Public Announcements. No Party to this Agreement nor any Affiliate or representative of such Party shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by Law or stock exchange rules or as the Company deems necessary or advisable to comply with its SEC filing requirements, in which case the Party seeking to publish such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such press release or public announcement (and such comments shall be reasonably considered by the other Party in good faith) in advance of such publication or (b) to the extent the contents of such release or announcement have previously been released publicly by a Party or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 7.9. The Parties agree that the initial press release to be issued with respect to the execution of this Agreement shall be in a form agreed to by the Company and Merger Partner.

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Nothing herein shall be deemed to prohibit Merger Partner Equityholder, or any manager or general partner of Merger Partner Equityholder, from reporting or disclosing, on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and/or the Transactions for fund reporting, marketing, fund raising or similar purposes.

Section 7.10 Employee Non-Solicitation.

(a) For a period of one (1) year following the Closing Date, the Company shall not, and shall procure that its Subsidiaries shall not, directly or indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any officer with a title of vice president or higher of the SpinCo Business or of Merger Partner and its Subsidiaries, in each case, as of immediately prior to the Closing; provided that this Section 7.10(a) shall not restrict any (A) general or public solicitations not specifically targeted at employees of the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees) or (B) solicitations, hiring or other actions with respect to any such Person (x) whose employment is terminated prior to the commencement of employment discussions between such Person and the Company or its Subsidiaries, (y) who responds to general or public solicitation not specifically targeted at employees of the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees), or (z) who initiates discussions regarding such employment without any solicitation by such Party in violation of this Section 7.10(a).

(b) For a period of one (1) year following the Closing Date, SpinCo shall not, and shall procure that the SpinCo Subsidiaries shall not, directly or indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any officer with a title of vice president or higher of the Company or its Subsidiaries, in each case, as of immediately prior to the Closing; provided that this Section 7.10(b) shall not restrict any (A) general or public solicitations not specifically targeted at employees of the Company and its Subsidiaries (including searches by any bona fide search firm that is not directed to solicit such employees) or (B) solicitations, hiring or other actions with respect to any such Person (x) whose employment is terminated prior to the commencement of employment discussions between such Person and SpinCo or the SpinCo Subsidiaries, (y) who responds to general or public solicitation not specifically targeted at employees of the Company and its Subsidiaries (including searches by any bona fide search firm that is not directed to solicit such employees), or (z) who initiates discussions regarding such employment without any solicitation by such Party in violation of this Section 7.10(b).

(c) For a period of one (1) year following the Closing Date, Merger Partner Equityholder shall not, and shall procure that its controlled Affiliates shall not, directly or indirectly solicit for employment or hire (whether as an employee, consultant or otherwise) any officer with a title of vice president or higher of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business, in each case, as of immediately prior to the Closing; provided that this Section 7.10(c) shall not restrict any (A) general or public solicitations not specifically targeted at employees of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees) or (B) solicitations, hiring or other actions with respect to any such Person (x) whose employment is terminated prior to the commencement of employment discussions between such Person and Merger Partner Equityholder or its controlled Affiliates, (y) who responds to general or public solicitation not specifically targeted at employees of the Company or its Subsidiaries, the SpinCo Business or the Merger Partner Business (including searches by any bona fide search firm that is not directed to solicit such employees), or (z) who initiates discussions regarding such employment without any solicitation by such Party in violation of this Section 7.10(c).

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(d) The Parties acknowledge that the covenants set forth in this Section 7.10 are reasonable in order to protect the value of the SpinCo Business, the Merger Partner Business and the Company Business, as applicable. It is the intention of the Parties that if any restriction or covenant contained in this Section 7.10 covers a geographic area, is for a length of time or is of a scope that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restriction or covenant will not be construed to be null, void and of no effect, but will, to the extent such restriction or covenant would be valid or enforceable under applicable Law, be construed and interpreted to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 7.10) that would be valid and enforceable under such applicable Law.

Section 7.11 Defense of Litigation. Merger Partner, Merger Partner Equityholder and the Company shall provide the other Party prompt notice in writing of any Action brought by any stockholder or equityholder or purported stockholder or equityholder of such Party against it, any of its Subsidiaries or any of their respective directors and officers (including, with respect to the Company, SpinCo) relating to the transactions contemplated by this Agreement or the Separation and Distribution Agreement, including the Separation, the Merger and the SpinCo Share Issuance, and shall keep the other Party informed on a reasonably current basis with respect to the status thereof and consider any comments or suggestions made by the other Party with respect to the strategy therefor; provided that, prior to the Effective Time, no Party shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Action arising or resulting from the transactions contemplated by this Agreement or consent to the same, without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed) to the extent (a) such Action includes the other Party or any of its Subsidiaries, directors or officers as named defendants or (b) such compromise, settlement or arrangement would reasonably be expected to prevent, materially impair, materially delay or otherwise have a material adverse effect on the ability of the Parties to perform their respective obligations hereunder, or to consummate the transactions contemplated hereby in a timely manner.

Section 7.12 Section 16 Matters. Prior to the Effective Time, each of the Company and SpinCo shall take all such steps as may be required (to the extent permitted by applicable Law) to cause any dispositions or acquisitions of SpinCo Common Stock (including derivative securities with respect thereto) resulting from the transactions contemplated by this Agreement or any Transaction Document, including the Distribution, directly or indirectly, by each individual, if any, who is subject to Section 16(a) of the Exchange Act with respect to SpinCo as an officer or director thereof to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with (and to the extent permitted by) applicable SEC rules and regulations and interpretations of the SEC staff.

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Section 7.13 Control of Other Party’s Business. Nothing contained in this Agreement shall give the Company or SpinCo, directly or indirectly, the right to control or direct Merger Partner’s operations prior to the Effective Time. Nothing contained in this Agreement shall give Merger Partner or Merger Partner Equityholder, directly or indirectly, the right to control or direct the operations of the Company or SpinCo, including the SpinCo Business, prior to the Effective Time. Prior to the Effective Time, each of the Company, SpinCo and Merger Partner shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

Section 7.14 SpinCo Share Issuance. Prior to the Effective Time, SpinCo will take all actions necessary to authorize the issuance of a number of, or stock split of, shares of SpinCo Common Stock such that the total number of shares of SpinCo Common Stock outstanding immediately prior to the Effective Time will equal the sum of (x) the number of shares of Company Common Stock entitled to receive the Distribution outstanding immediately prior to the Effective Time in accordance with the terms of the Separation and Distribution Agreement plus (y) the Retained Shares Amount (the “SpinCo Share Issuance”). SpinCo shall effect such amendments, filings or other actions with respect to its Organizational Documents as are necessary to effect the Distribution in accordance with the terms of this Agreement and the Separation and Distribution Agreement.

Section 7.15 Transaction Documents. Each of Merger Partner and Merger Partner Equityholder shall, or shall cause its applicable Subsidiaries to, execute and deliver to the Company at or prior to the Closing each of the Transaction Documents to which it or any such Subsidiary is or will be a party at the Effective Time. The Company shall, or shall cause its applicable Subsidiaries to, execute and deliver to Merger Partner or Merger Partner Equityholder, as applicable, at or prior to the Closing each of the Transaction Documents to which it or any such Subsidiary is or will be a party at the Effective Time.

Section 7.16 Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of antitakeover Law shall become applicable to the transactions contemplated hereby, Merger Partner Equityholder and Merger Partner shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Section 7.17 Obligations of the Company and Merger Partner Equityholder. The Company shall take all action necessary to cause SpinCo to perform its obligations and to take any actions contemplated or required to be taken by SpinCo under this Agreement or the Separation and Distribution Agreement, in each case to the extent arising prior to the Effective Time, and to consummate the transactions contemplated hereby, including the Merger, and upon the terms and subject to the conditions set forth in this Agreement and the Separation and Distribution Agreement. The Merger Partner Equityholder shall take all action necessary to cause Merger Partner to perform its obligations and to take any actions contemplated or required to be taken by Merger Partner under this Agreement or the Separation and Distribution Agreement, in each case to the extent arising prior to the Effective Time, and to consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement and the Separation and Distribution Agreement.

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Section 7.18 Works Council Matters. The Parties acknowledge that the works councils set forth on Section 7.18 of the SpinCo Disclosure Schedule will need to be informed and consulted with respect to (i) the Merger, (ii) the offer made by SpinCo to acquire such SpinCo Assets and the related portion of the SpinCo Business and assume the related SpinCo Liabilities and that SpinCo has made an irrevocable offer to acquire such SpinCo Assets and such portion of the SpinCo Business and assume such SpinCo Liabilities, in each case, in accordance with the terms set forth in the Separation and Distribution Agreement and (iii) the consequences of the Merger on the French Companies. The Parties shall reasonably cooperate with each other in connection with such consultation processes, and Merger Partner shall be provided with a reasonable opportunity to review in advance any proposed communications in connection therewith, and any information to be provided related to the Transactions, including the SpinCo Financing and the expected consequences of the Transactions, shall be mutually agreed to by Merger Partner and the Company.

Section 7.19 Section 280G Approval. At least three (3) Business Days prior to the Closing Date, (i) Merger Partner shall submit for approval by Merger Partner Equityholder, in conformance with Section 280G of the Code and the regulations promulgated thereunder (the “280G Stockholder Vote”), any payments that could reasonably be expected to constitute an “excess parachute payment” pursuant to Section 280G of the Code (each, a “Parachute Payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) and which are irrevocably waived by such individual under clause (ii) hereof, (ii) prior to the distribution of the 280G Stockholder Vote materials, Merger Partner shall use commercially reasonable efforts to obtain an irrevocable waiver, if approval by Merger Partner Equityholder is not obtained pursuant to clause (i) above of the right to any Parachute Payment (in the absence of the 280G Stockholder Vote) from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) whose Parachute Payments would be subject to the 280G Stockholder Vote, and (iii) Merger Partner shall have delivered to the Company complete copies of all disclosure, waivers and other related documents that will be provided to Merger Partner Equityholder and the disqualified individuals in connection with the 280G Stockholder Vote with a reasonable period of time prior to obtaining such waivers and commencing the 280G Stockholder Vote, and shall consider in good faith reasonable comments of the Company thereon.

Section 7.20 Further Assurances. Except as otherwise expressly provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under this Agreement or applicable Law as may be required to carry out the provisions of this Agreement and to consummate and make effective the Merger and the other transactions contemplated hereby and by the Transaction Documents (other than with respect to the matters covered in Section 7.4, which shall be governed by the provisions of Section 7.4 and any consents required in connection with the Separation, which shall solely be governed by the Separation and Distribution Agreement).

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In furtherance and not in limitation of the foregoing, each Party shall use commercially reasonable efforts to obtain all consents, approvals or waivers from third parties necessary in connection with the Merger (other than with respect to the matters covered in Section 7.4, which shall be governed by the provisions of Section 7.4 and any consents required in connection with the Separation, which shall solely be governed by the Separation and Distribution Agreement); provided that no Party or any of its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party with respect to the foregoing. The failure to obtain any consents, approvals or waivers from third parties shall not in and of itself constitute a breach of this Agreement.

Section 7.21 SpinCo Stockholder Approval. Immediately after the execution of this Agreement, the Company will deliver the SpinCo Stockholder Approval to Merger Partner.

Section 7.22 Financial Statements.

(a) As soon as available but in any event (i) within ninety (90) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year) ended at least ninety (90) days prior to the Closing, the Company shall use commercially reasonable efforts to deliver, or cause to be delivered, to Merger Partner the unaudited interim statement of operations and cash flows of the SpinCo Business for the fiscal quarter and the portion of the fiscal year then ended and the unaudited balance sheet of the SpinCo Business as of the last day of the fiscal quarter then ended, each of which shall be prepared in accordance with the last sentence of Section 5.5(a), and (ii) within one hundred thirty-five (135) days after the end of each fiscal year ended at least one hundred thirty-five (135) days prior to the Closing, the Company shall deliver, or cause to be delivered, to Merger Partner the audited statement of operations and cash flows of the SpinCo Business for the fiscal year then ended and the audited balance sheet of the SpinCo Business as of the last day of the fiscal year then ended, each of which shall be prepared in accordance with the last sentence of Section 5.5(a) and conform to the published rules and regulations of the SEC applicable to financial statements for each of the periods that will be required to be included in the SpinCo Registration Statement.

(b) As soon as available but in any event (i) within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of any fiscal year) ended at least forty-five (45) days prior to the Closing, Merger Partner shall deliver, or cause to be delivered, to the Company and SpinCo the unaudited interim consolidated statements of operations and cash flows of Merger Partner for the fiscal quarter and the portion of the fiscal year then ended and the unaudited consolidated balance sheet of Merger Partner as of the fiscal quarter then ended, each of which shall be prepared in accordance with the last sentence of Section 6.7(a), and (ii) within one hundred twenty (120) days after the end of each fiscal year ended at least one hundred twenty (120) days prior to the Closing, Merger Partner shall deliver, or cause to be delivered, to the Company the audited consolidated statements of operations, comprehensive (loss) income, equity and cash flows of Merger Partner for the fiscal year then ended and the audited consolidated balance sheet of Merger Partner as of the last day of the fiscal year then ended, each of which shall be prepared in accordance with the last sentence of Section 6.7(a) and conform to the published rules and regulations of the SEC applicable to financial statements for each of the periods that will be required to be included in the SpinCo Registration Statement.

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Section 7.23 No Solicitation of Competing Proposals.

(a) Each of Merger Partner and Merger Partner Equityholder agrees that, from and after the date hereof, it shall (i) immediately cease and terminate, and cause the Merger Partner Subsidiaries and all of its and their respective Representatives to cease and terminate, any discussions or negotiations with any Person (other than the Company or its Affiliates) regarding any Competing Merger Partner Proposal, (ii) promptly request, or cause to be requested, that each Person that has received confidential information in connection with a possible Competing Merger Partner Proposal within the twelve (12)-month period immediately prior to the date hereof return to Merger Partner Equityholder or Merger Partner or destroy all such confidential information heretofore furnished to such Person by or on behalf of Merger Partner Equityholder or Merger Partner or any Merger Partner Subsidiaries and promptly prohibit any access by any Person (other than the Company and its Representatives) to any physical or electronic data room relating to a possible Competing Merger Partner Proposal and (iii) not grant any waiver or release under any confidentiality agreement in respect of a proposed Competing Merger Partner Proposal. From and after the date hereof, each of Merger Partner Equityholder and Merger Partner shall not, directly or indirectly, nor shall either of them authorize or permit the Merger Partner Subsidiaries or authorize or knowingly permit its or their respective Representatives to, directly or indirectly, (A) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing nonpublic information), or engage in, continue or otherwise participate in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) that constitutes or would be reasonably expected to lead to a Competing Merger Partner Proposal (except to notify such Person of the existence of the provisions of this Section 7.23(a)), (B) furnish any nonpublic or confidential information or afford access to properties, books or records to any Person in connection with or for the purpose of soliciting or knowingly encouraging or facilitating a Competing Merger Partner Proposal, (C) approve or propose to approve, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, stock purchase agreement, asset purchase agreement or stock exchange, option agreement, joint venture agreement, partnership agreement or other similar agreement relating to a Competing Merger Partner Proposal or that would require Merger Partner Equityholder or Merger Partner to abandon or fail to consummate the Merger or (D) propose publicly or agree to do any of the foregoing. Without limiting the generality of the foregoing, each of Merger Partner Equityholder and Merger Partner acknowledges and agrees that, if any officer, director or financial advisors of Merger Partner Equityholder or Merger Partner takes any action that if taken by Merger Partner Equityholder or Merger Partner would be a breach of this Section 7.23(a), the taking of such action by such officer, director or financial advisor shall be deemed to constitute a breach of this Section 7.23(a) by Merger Partner Equityholder and Merger Partner. In furtherance of its obligations hereunder, to the extent that Merger Partner Equityholder or Merger Partner has Knowledge that any of its Representatives has taken an action that, if taken by Merger Partner Equityholder or Merger Partner, would violate the restrictions set forth in this Section 7.23(a), then Merger Partner Equityholder and Merger Partner shall promptly instruct such Representative to cease such action.

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(b) The Company agrees that, from and after the date hereof, it shall (i) immediately cease and terminate, and cause its Subsidiaries and all of its and their respective Representatives to cease and terminate, any discussions or negotiations with any Person (other than Merger Partner or its Affiliates) regarding any Competing SpinCo Proposal, (ii) promptly request, or cause to be requested, that each Person that has received confidential information in connection with a possible Competing SpinCo Proposal within the twelve (12)-month period immediately prior to the date hereof return to the Company or destroy all such confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries and promptly prohibit any access by an Person (other than Merger Partner and its Representatives) to any physical or electronic data room relating to a possible Competing SpinCo Proposal and (iii) not grant any waiver or release under any confidentiality agreement in respect of a proposed Competing SpinCo Proposal. From and after the date hereof, the Company shall not, directly or indirectly, nor shall the Company authorize or permit its Subsidiaries or authorize or knowingly permit its or their respective Representatives to, directly or indirectly, (A) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing nonpublic information), or engage in, continue or otherwise participate in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any inquiry, proposal or offer to its stockholders) that constitutes or would be reasonably expected to lead to a Competing SpinCo Proposal (except to notify such Person of the existence of the provisions of this Section 7.23(a)), (B) furnish any nonpublic or confidential information or afford access to properties, books or records to any Person in connection with or for the purpose of soliciting or knowingly encouraging or facilitating a Competing SpinCo Proposal, (C) approve or propose to approve, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, stock purchase agreement, asset purchase agreement or stock exchange, option agreement, joint venture agreement, partnership agreement or other similar agreement relating to a Competing SpinCo Proposal or that would require the Company or SpinCo to abandon or fail to consummate the Merger or (D) propose publicly or agree to do any of the foregoing. Without limiting the generality of the foregoing, the Company acknowledges and agrees that, if any officer, director or financial advisors of the Company or SpinCo takes any action that if taken by the Company would be a breach of this Section 7.23(a), the taking of such action by such officer, director or financial advisor shall be deemed to constitute a breach of this Section 7.23(a) by the Company. In furtherance of its obligations hereunder, to the extent that the Company has Knowledge that any of its Representatives has taken an action that, if taken by the Company, would violate the restrictions set forth in this Section 7.23(a), then the Company shall promptly instruct such Representative to cease such action.

Section 7.24 Resignations. If requested by Merger Partner in writing, the Company shall use reasonable best efforts to obtain and deliver to Merger Partner, at or prior to the Effective Time, the resignation of each officer or director of SpinCo, except for any such officer or director who is to continue as an officer of director of SpinCo pursuant to Section 2.5.

Section 7.25 Merger Partner Leakage. Each of Merger Partner and Merger Partner Equityholder covenants and agrees that, from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, there shall not be any Merger Partner Leakage Amount. In the event of any Merger Partner Leakage Amount since the Locked Box Date, Merger Partner Equityholder will pay to Merger Partner, prior to the Closing, an amount equal to any Merger Partner Leakage Amount by wire transfer of immediately available funds to one or more accounts designated in writing by Merger Partner; provided that any Merger Partner Leakage Amount that is fully repaid by Merger Partner Equityholder to Merger Partner prior to the Effective Time in accordance with this Section 7.25 shall not be deemed to be a breach of this Section 7.25 for purposes of (a) the conditions set forth in Section 8.2(a) or (b) the indemnification obligations set forth in Section 6.3 of the Separation and Distribution Agreement.

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Section 7.26 Termination of Affiliate Contracts. Except for this Agreement, the Separation and Distribution Agreement and the other Transaction Documents (and each other Contract expressly contemplated by this Agreement, the Separation and Distribution Agreement and any other Transaction Document), Merger Partner Equityholder, any Merger Partner Sponsor and each of their respective Affiliates, on the one hand, and Merger Partner and each Subsidiary of Merger Partner (or any joint venture controlled by any of the foregoing), on the other hand, hereby settle or terminate, effective as of immediately prior to the Effective Time and without further payment or performance, all Contracts between or among Merger Partner Equityholder, any Merger Partner Sponsor and each of their respective Affiliates, on the one hand, and Merger Partner and each Subsidiary of Merger Partner (or any joint venture controlled by any of the foregoing), on the other hand, that are effective or outstanding as of immediately prior to the Effective Time, and such Contracts shall cease to have any further force and effect (other than with respect to provisions that expressly survive termination thereof as set forth therein), such that no party thereto shall have any further obligations or Liabilities therefor or thereunder after the Effective Time (except for any obligations or Liabilities under such provisions that expressly survive termination of such Contracts).

ARTICLE VIII

CONDITIONS TO THE MERGER

Section 8.1 Conditions to the Obligations of SpinCo, the Company and Merger Partner to Effect the Merger. The respective obligations of each Party to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law, waiver by the Company and Merger Partner) at or prior to the Closing of the following conditions:

(a) (i) the waiting period (or any extension thereof) under the HSR Act with respect to the Merger shall have expired or been terminated pursuant to the HSR Act; and (ii) any required consents, authorizations and approvals required to be obtained prior to the consummation of the Merger from each Governmental Authority as set forth on Section 8.1(a) of the SpinCo Disclosure Schedule (each a “Requisite Regulatory Approval”), shall have been obtained (or any applicable waiting period thereunder shall have expired or been terminated);

(b) the Reorganization and the Distribution and the other transactions contemplated by the Separation and Distribution Agreement to occur prior to the Distribution shall have been consummated in accordance with the Separation and Distribution Agreement in all material respects;

(c) the SpinCo Registration Statement shall have become effective in accordance with the Exchange Act and shall not be the subject of any stop order by the SEC or actual or threatened proceedings by a Governmental Authority seeking such a stop order; (d) no Governmental Authority of competent jurisdiction shall have enacted, issued or granted any Law (whether temporary, preliminary or permanent) that remains in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the Reorganization, the Distribution or the Merger (each a “Legal Restraint”); and

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(e) the shares of SpinCo Common Stock to be distributed in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance.

Section 8.2 Additional Conditions to the Obligations of the Company and SpinCo. The obligation of the Company and SpinCo to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law, waiver by the Company) at or prior to the Closing of the following additional conditions:

(a) each of Merger Partner and Merger Partner Equityholder shall have performed and complied in all material respects with the obligations, covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Effective Time;

(b) all representations and warranties made by Merger Partner and Merger Partner Equityholder set forth in Article VI (other than the first sentence of Section 6.1, Section 6.2, Section 6.3, Section 6.11(b), Section 6.18 and Section 6.23), without giving effect to materiality, Merger Partner Material Adverse Effect or similar qualifications, shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct (without giving effect to materiality, Merger Partner Material Adverse Effect or similar qualifications) would not reasonably be expected to have, individually or in the aggregate, a Merger Partner Material Adverse Effect. The representations and warranties made by Merger Partner and Merger Partner Equityholder set forth in the first sentence of Section 6.1, Section 6.2 and Section 6.18 shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). The representations and warranties made by Merger Partner and Merger Partner Equityholder set forth in Section 6.3, Section 6.11(b), and Section 6.23 shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than for de minimis deviations in the case of the representations and warranties set forth in Section 6.3, and Section 6.23, and except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date);

(c) Merger Partner and Merger Partner Equityholder shall have delivered to the Company a certificate dated as of the Closing Date signed by an executive officer of Merger Partner and Merger Partner Equityholder to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (d) the Company shall have received the Company Merger Tax Opinion from WLRK;

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(e) the Company shall have received the IRS Ruling, and such IRS Ruling shall continue to be valid and in full force and effect; and

(f) Each of Merger Partner Equityholder and Merger Partner (or the applicable Subsidiary thereof) shall have executed and delivered the applicable Transaction Documents, and to the extent applicable, performed and complied with the obligations, covenants and agreements thereunder required to be performed by it under the Separation and Distribution Agreement and the other Transaction Documents prior to the Effective Time in all material respects, and each such agreement shall be in full force and effect.

Section 8.3 Additional Conditions to the Obligations of Merger Partner. The obligation of Merger Partner to consummate the Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law, waiver by Merger Partner) at or prior to the Closing of the following additional conditions:

(a) Each of SpinCo and the Company shall each have performed and complied in all material respects with the obligations, covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Effective Time;

(b) all representations and warranties made by the Company and SpinCo set forth in Article IV and Article V (other than Section 4.1(a), Section 4.2, Section 4.5, the first sentence of Section 5.1, Section 5.2, Section 5.3, Section 5.6(b) and Section 5.22), without giving effect to materiality, “Company Material Adverse Effect”, “SpinCo Material Adverse Effect” or similar qualifications, shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct (without giving effect to materiality, “Company Material Adverse Effect”, “SpinCo Material Adverse Effect” or similar qualifications) would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect or Company Material Adverse Effect. The representations and warranties made by the Company and SpinCo set forth in Section 4.1(a), Section 4.2, Section 4.5, the first sentence of Section 5.1 and Section 5.2 shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date). The representations and warranties made by SpinCo set forth in Section 5.3, Section 5.6(b) and Section 5.22 shall be true and correct in all respects at and as of the date hereof and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of the representations and warranties set forth in Section 5.3 for deviations that are de minimis in the aggregate, and except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date); (c) the Company shall have delivered to Merger Partner a certificate dated as of the Closing Date signed by an executive officer of the Company to the effect that each of the conditions set forth in Section 8.1(b), Section 8.3(a), and Section 8.3(b) have been satisfied;

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(d) SpinCo and the Company (or the applicable Subsidiary thereof) shall have executed and delivered each of the applicable Transaction Documents, and to the extent applicable, performed and complied with the obligations, covenants and agreements to be performed by it under the Separation and Distribution Agreement and the other Transaction Documents prior to the Effective Time in all material respects, and each such agreement shall be in full force and effect; and

(e) Merger Partner shall have received the Merger Partner Merger Tax Opinion from Cravath.

ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time:

(a) by mutual written agreement of the Company and Merger Partner;

(b) by the Company or Merger Partner, if the Closing shall not have occurred on or prior to the date that is thirteen (13) months following the date hereof (the “Outside Date”); provided that, if any of the conditions to the Closing set forth in Section 8.1(a), Section 8.1(d) (solely as it relates to any Antitrust Law or Foreign Investment Law), or Section 8.2(e) has not been satisfied or waived (to the extent permitted by applicable Law) on or prior to the close of business on the Outside Date, but all other conditions to Closing set forth in Article VIII have been satisfied or waived (to the extent permitted by applicable Law), in each case, (other than those conditions (x) set forth in Section 8.1(b), so long as such conditions would be reasonably capable of being satisfied promptly (and, in any event, within three (3) Business Days) if the applicable conditions set forth in Section 8.1(a), Section 8.1(d) or Section 8.2(e) were satisfied on the Outside Date, (y) set forth Section 8.2(d) or Section 8.3(e), so long as WLRK or Cravath, as applicable, stand ready, willing and able to deliver the Company Merger Tax Opinion or the Merger Partner Merger Tax Opinion, respectively, if the IRS Ruling was received on the Outside Date or (z) that by their nature are to be satisfied at the Closing, so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Outside Date), the Outside Date will be automatically extended, without any action on the part of any Party, to the date that is sixteen (16) months following the date hereof and, if so extended, such date shall be the “Outside Date”; provided, further, that if any of the conditions to the Closing set forth in Section 8.1(a), Section 8.1(d) (solely as it relates to any Antitrust Laws or Foreign Investment Laws) or Section 8.2(e) shall not have been satisfied or waived prior to the close of business on the date that is sixteen (16) months following the date hereof but all other conditions to Closing set forth in Article VIII have been satisfied or waived (to the extent permitted by applicable Law), in each case, (other than those conditions (x) set forth in Section 8.1(b), so long as such conditions would be reasonably capable of being satisfied promptly (and, in any event, within three (3) Business Days) if the applicable conditions set forth in Section 8.1(a), Section 8.1(d) or Section 8.2(e) were satisfied on the Outside Date, (y) set forth Section 8.2(d) or Section 8.3(e), so long as WLRK or Cravath, as applicable, stand ready, willing and able to deliver the Company Merger Tax Opinion or the Merger Partner Merger Tax Opinion, respectively, if the IRS Ruling was received on the Outside Date or (z) that by their nature are to be satisfied at the Closing, so long as such conditions are reasonably capable of being satisfied if the Closing were to occur on the Outside Date), the Outside Date will be automatically extended, without any action on the part of any Party, to the date that is nineteen (19) months following the date hereof and, if so extended, such date shall be the “Outside Date”; provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any Party whose action or failure to comply with its obligations under this Agreement or the Separation and Distribution Agreement has been the primary cause of, or has primarily resulted in, the failure of the Closing to occur on or prior to such date;

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(c) by the Company or Merger Partner, if any Legal Restraint permanently preventing or prohibiting consummation of the Merger shall be in effect and shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 9.1(c) shall not be available to any Party whose action or failure to perform any of its obligations under this Agreement or the Separation and Distribution Agreement is the primary cause of, or primarily resulted in, the enactment or issuance of any such Law;

(d) by Merger Partner upon written notice to the Company, in the event of a breach of any representation, warranty, covenant or agreement on the part of the Company or SpinCo, such that the conditions specified in Section 8.1(b), Section 8.3(a), Section 8.3(b) or Section 8.3(d) would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by the Company or SpinCo by the earlier of: (x) sixty (60) days after receipt of written notice thereof; or (y) the Outside Date, or (ii) is incapable of being cured prior to the Outside Date; provided that Merger Partner shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if Merger Partner is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to the extent such breach or breaches would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b); and

(e) by the Company upon written notice to Merger Partner, in the event of a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Merger Partner or Merger Partner Equityholder such that the conditions specified in Section 8.2(a), Section 8.2(b) or Section 8.2(f) would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by Merger Partner or Merger Partner Equityholder, as applicable, by the earlier of: (x) sixty (60) days after receipt of written notice thereof; or (y) the Outside Date, or (ii) is incapable of being cured prior to the Outside Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if the Company or SpinCo is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to the extent such breach or breaches would give rise to the failure of a condition set forth in Section 8.3(a) or Section 8.3(b).

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Section 9.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become null and void and have no effect, without any Liability on the part of any Party; provided, however, that no such termination shall relieve any Party of any liability or damages resulting from Fraud or Willful Breach; provided, further, that Section 7.5(f), Section 7.5(h), Section 7.5(i), the fourth and fifth sentences of Section 7.6, this Section 9.2 and Article X hereof shall survive any termination of this Agreement. The Confidentiality Agreement shall not be affected by a termination of this Agreement.

Section 9.3 Fees and Expenses.

(a) Except as otherwise expressly provided in the Separation and Distribution Agreement or this Agreement, including this Section 9.3 and Section 7.5(f), all fees and expenses incurred by the Parties shall be borne solely by the Party that has incurred such fees and expenses, whether or not the Merger is consummated.

(b) If the Merger is consummated, (i) all fees and expenses of printers utilized by the Parties in connection with printing and mailing the SpinCo Registration Statement (“Printing Fees”), (ii) all SEC filing fees relating to the transactions contemplated by this Agreement (“SEC Filing Fees”) and (iii) all filing fees payable to any Governmental Authority with respect to any filings made by the Parties pursuant to Section 7.4 under any applicable Antitrust Law or Foreign Investment Law (“Antitrust and Foreign Investment Filing Fees”), in each case, shall be borne 100% by SpinCo.

(c) In the case of a termination of this Agreement by the Company or Merger Partner for any reason pursuant to Section 9.1, (i) all Printing Fees, (ii) all SEC Filing Fees, (iii) all Antitrust and Foreign Investment Filing Fees and (iv) all Transfer Taxes imposed on or with respect to actions taken pursuant to the Separation Step Plan, in each case, shall be borne equally by the Company and Merger Partner.

ARTICLE X

MISCELLANEOUS

Section 10.1 Non-Survival of Representations, Warranties and Agreements. (a) The obligations, covenants and agreements that by their terms are to be performed following the Closing pursuant to any Transaction Document, including the Separation and Distribution Agreement, or this Agreement shall survive the Effective Time in accordance with their terms and (b) all other obligations, covenants and agreements herein and therein shall terminate and shall not survive the Closing and there shall be no cause of action for breach of such obligations, covenants and agreements. None of the representations or warranties in this Agreement or in any certificate or instrument delivered pursuant to this Agreement shall survive the Effective Time. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and any termination of this Agreement, and the provisions of the Confidentiality Agreement shall apply to all information and material furnished by any Party or its Representatives thereunder or hereunder; provided that, following the Effective Time, Merger Partner shall have no obligations under the Confidentiality Agreement with respect to information to the extent related to the SpinCo Entities or the SpinCo Business (except any Excluded Assets or Excluded Liabilities) or included in the SpinCo Assets, which information shall no longer be considered “Information” (as defined in the Confidentiality Agreement) for purposes thereof.

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Section 10.2 Governing Law; Submission; Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any Schedule or Exhibit) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Except as otherwise expressly provided in the Separation and Distribution Agreement and any other Transaction Document, each of the Parties agrees that any Action related to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or in the event (but only in the event) that such court does not have subject matter jurisdiction over the applicable proceeding, any state or federal court within the State of Delaware (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (i) except as otherwise expressly provided in the Separation and Distribution Agreement and any other Transaction Document, accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 10.8; (ii) waives any objections which such party may now or hereafter have to the laying of venue of any such Action contemplated by this Section 10.2 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (iii) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (iv) agrees that it will not bring any Action contemplated by this Section 10.2 in any court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 10.3 or in any other manner permitted by Law; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such Party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

Section 10.3 Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the national mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other internationally recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows:

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if to the Company or, on or prior to the Closing Date, to SpinCo, then to:

Jacobs Solutions Inc.

1999 Bryan Street Suite 3500

Dallas, Texas 75201

Attention: Justin Johnson

E-mail:      justin.johnson@jacobs.com

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention: David A. Katz

   Karessa L. Cain

E-mail:      DAKatz@wlrk.com

   KLCain@wlrk.com

If, following the Closing Date, to SpinCo or Merger Partner, then to:

Amazon Holdco Inc.

4800 Westfields Boulevard

Suite #400

Chantilly, Virginia 20151

Attention: Stuart Young

Email:       stuart.young@amentum.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention: Richard Hall

   David J. Perkins

   Maurio A. Fiore

Email:       rhall@cravath.com

   dperkins@cravath.com

   mfiore@cravath.com

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if to Merger Partner Equityholder or, on or prior to the Closing Date, to Merger Partner, then to:

c/o Lindsay Goldberg LLC

630 Fifth Avenue, 30th Floor

New York, NY 10111

Attention:  J. Russell Triedman

   Vincent Ley

   Lindsay Goldberg Legal

Email:       triedman@lindsaygoldbergllc.com

   ley@lindsaygoldbergllc.com

   legal@lindsaygoldbergllc.com

and

c/o American Securities LLC

590 Madison Avenue, 38th Floor

New York, NY 10022

Attention:  Benjamin Dickson

   Eric L. Schondorf

Email:       bdickson@american-securities.com

   eschondorf@american-securities.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:  Richard Hall

   David J. Perkins

   Maurio A. Fiore

Email:       rhall@cravath.com

   dperkins@cravath.com

   mfiore@cravath.com

or to such other address or addresses as the Parties may from time to time designate in writing by like notice.

Section 10.4 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

Section 10.5 Entire Agreement. This Agreement, the Confidentiality Agreement and the Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the Parties with respect to such subject matter; provided, however, for the sake of clarity, it is understood that, subject to Section 7.5(h) and Section 7.5(i), this Agreement shall not supersede the terms and provisions of the Confidentiality Agreement, which shall survive and remain in effect until expiration or termination thereof in accordance with its respective terms (subject to the proviso in the last sentence of Section 10.1); provided, further, that, following the Effective Time, SpinCo (as successor in interest to Merger Partner) shall have no obligations under the Confidentiality Agreement with respect to information to the extent related to the SpinCo Business and included in the SpinCo Assets, which information shall no longer be considered “Information” for purposes thereof.

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Section 10.6 Amendments and Waivers.

(a) Any Party may, at any time prior to the Closing waive any of the terms or conditions of this Agreement or (without limiting Section 10.6(b)) agree to an amendment or modification to this Agreement by a duly executed agreement in writing. No waiver by any of the Parties of any breach hereunder shall be deemed to extend to any prior or subsequent breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver by any of the Parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party sought to be charged with such waiver.

(b) This Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by the Parties which makes reference to this Agreement.

Section 10.7 Assignment; Parties in Interest; Non-Parties.

(a) No Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Parties. Any attempted assignment or delegation in breach of this Section 10.7 shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any rights or remedies under or by reason of this Agreement, except as provided in Section 7.8 and Section 10.7(b) (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons).

(b) Notwithstanding anything to the contrary in this Agreement, except for Section 7.8, which is intended to benefit, and to be enforceable by, the parties specified therein, it is hereby agreed and acknowledged that this Agreement may only be enforced against, and any claims of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made against, the Parties, and no former, current or future Affiliates, officers, directors, managers, employees, equityholders, managers, members, partners, agents or representatives of any Party, in each case, who is not a Party to this Agreement, shall have any liability for any obligations of the Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. For the avoidance of doubt, this Section 10.7(b) shall not affect (i) the rights of the Persons party to the SpinCo Commitment Letter or the SpinCo Financing Agreements to enforce the SpinCo Commitment Letter or the SpinCo Financing Agreements in accordance with their terms; or (ii) the rights and obligations of the Parties set forth in Section 7.5.

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Section 10.8 Specific Performance.

(a) The Parties agree and acknowledge that the failure to perform under this Agreement will cause an actual, immediate and irreparable harm and injury and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that, (i) each of the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement by any other Party and to specifically enforce the terms and provisions of this Agreement, and (ii) prior to the Closing or any termination of this Agreement in accordance with Section 9.1, damages shall be awarded only in a case where a court of competent jurisdiction shall have determined that, notwithstanding the Parties’ intention for specific performance to be the applicable remedy prior to termination or the Closing, such specific performance is not available or otherwise will not be granted as a remedy.

(b) The Parties further agree that (i) by seeking the remedies provided for in this Section 10.8, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement, including monetary damages, subject to the terms hereof, (ii) nothing contained in this Section 10.8 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section 10.8 before exercising any termination right under Section 9.1 (and pursuing damages after such termination), nor shall the commencement of any Action pursuant to this Section 10.8 or anything contained in this Section 10.8 restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Section 9.1 or to pursue any other remedies under this Agreement that may be available then or thereafter and (iii) no Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.8, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

(c) Notwithstanding anything to the contrary set forth in this Agreement, prior to the valid termination of this Agreement pursuant to Section 9.1, it is explicitly agreed that the Parties’ rights to specific performance with respect to the Equity Financing is subject to the satisfaction, or waiver, of the conditions set forth in Section 1 of the Equity Commitment Letter.

Section 10.9 WAIVER OF JURY TRIAL. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, TERMINATION OR VALIDITY OF SUCH AGREEMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF SUCH AGREEMENTS. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 10.9. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 10.9 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

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Section 10.10 Severability. If any provision of this Agreement or any Transaction Document, or the application of any such provision to any Person or circumstance, shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then such invalidity, illegality or unenforceability shall not affect any other provision hereof. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

Section 10.11 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

Section 10.12 Certain Financing Provisions. Notwithstanding anything in this Agreement to the contrary, each of the Company and SpinCo, on behalf of itself and its Subsidiaries, and Merger Partner, on behalf of itself and its Subsidiaries:

(a) agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the SpinCo Lender Parties, arising out of or relating to, this Agreement, the SpinCo Financing or any of the agreements entered into in connection with the SpinCo Financing or any of the transactions contemplated by this Agreement or the agreements entered into in connection with the SpinCo Financing or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court;

(b) agrees that any such proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the SpinCo Commitment Letter or other applicable definitive document relating to the SpinCo Financing;

(c) agrees not to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any SpinCo Lender Party in any way arising out of or relating to, this Agreement, the SpinCo Financing or any of the transactions contemplated by this Agreement in any forum other than any federal or state court in the Borough of Manhattan, New York, New York; (d) agrees that service of process upon the Company or its Subsidiaries or Merger Partner or its Subsidiaries, as the case may be, in any such proceeding shall be effective if notice is given in accordance with Section 10.3;

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(e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court;

(f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against any SpinCo Lender Party in any way arising out of or relating to, this Agreement, the SpinCo Financing or any of the transactions contemplated by this Agreement;

(g) agrees that none of the SpinCo Lender Parties will have any liability to the Company, Merger Partner or any of their respective Affiliates or Representatives relating to or arising out of this Agreement or any of the transactions contemplated by this Agreement or, in the case of the Company and its Affiliates and Representatives (other than SpinCo and its Subsidiaries), the SpinCo Financing, whether in law or in equity, whether in contract or in tort or otherwise; provided that the foregoing will not limit the rights of SpinCo, Merger Partner or their respective Subsidiaries under the SpinCo Commitment Letter or the SpinCo Financing Agreements or otherwise in respect of the SpinCo Financing or, for the avoidance of doubt, the Merger Partner Credit Agreements or any definitive documentation with respect to the Merger Partner Related Financing;

(h) solely in the case of the Company, on behalf of itself and its Subsidiaries (other than SpinCo and its Subsidiaries), agrees that neither the Company nor any of its Subsidiaries (other than SpinCo and its Subsidiaries) shall bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any SpinCo Lender Party in any way arising out of or relating to the SpinCo Commitment Letter or the SpinCo Financing Agreements or otherwise in respect of the SpinCo Financing; and

(i) agrees that the SpinCo Lender Parties are express third-party beneficiaries of, and may enforce, the agreements set forth in this Section 10.12, and the provisions of this Section 10.12 and the definitions of “SpinCo Lenders” and “SpinCo Lender Parties” shall not be amended in any way adverse to the SpinCo Lenders without the prior written consent of the SpinCo Lenders.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Execution Version

Annex II

Summary of Principal Governance Terms

The following summary of principal terms, including Annex A attached hereto (together, this “Term Sheet”) sets forth the proposed terms in relation to the governance arrangements of SpinCo. Capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in the certain Agreement and Plan of Merger between Amentum Parent Holdings LLC, Amentum Joint Venture LP, Jacobs Solutions Inc. and Amazon Holdco Inc. to which this Term Sheet is attached.

Board of Directors

1

Executive Chairman

Independent Lead Director

Replacement Directors

2

provided, however, that any such nominees designated by Merger Partner Equityholder must satisfy applicable eligibility requirements (e.g., of the SEC and NYSE and other customary eligibility requirements for the Board generally applicable to all nominees to the Board) as determined by the Governance Committee.

Removal of Directors

Board Classes

Board Committees

3

Director designation and other governance rights

Management

4

Other Governance Terms

5

6

7

8

Exhibit 2.2

EXECUTION VERSION

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND AMONG

JACOBS SOLUTIONS INC.,

AMAZON HOLDCO INC.,

AMENTUM PARENT HOLDINGS LLC

and, solely for the limited purposes set forth herein,

AMENTUM JOINT VENTURE LP

November 20, 2023

TABLE OF CONTENTS

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 20, 2023 (this “Agreement”), is by and among Jacobs Solutions Inc., a Delaware corporation (the “Company”), Amazon Holdco Inc., a Delaware corporation (“SpinCo”), Amentum Parent Holdings LLC, a Delaware limited liability company (“Merger Partner”), and, solely for the purposes of Section 2.9, Section 5.1, Article VI, Section 9.6(b) and Section 9.14, Amentum Joint Venture LP, a Delaware limited partnership (“Merger Partner Equityholder”). Capitalized terms that are used but not otherwise defined in the recitals shall have the respective meanings ascribed to such terms in Section 1.1.

W I T N E S S E T H:

WHEREAS, the Company, acting through itself and its direct and indirect Subsidiaries, currently conducts the SpinCo Business;

WHEREAS, SpinCo is a wholly owned, indirect Subsidiary of the Company;

WHEREAS, the Company intends to separate the SpinCo Business from the Company Business and to cause the SpinCo Assets, including the Equity Interests of each Directly Transferred Entity and excluding any Excluded Assets, to be transferred to SpinCo and other members of the SpinCo Group and to cause the SpinCo Liabilities to be assumed by SpinCo and other members of the SpinCo Group, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company will distribute at least 80.1% of the outstanding shares of the common stock, $0.01 par value, of SpinCo (the “SpinCo Common Stock”) to the Company’s stockholders without consideration on a pro rata basis (the “Distribution”), and up to 19.9% of the outstanding shares of SpinCo Common Stock will be retained by a Subsidiary of the Company (the “Retained Shares”);

WHEREAS, it is the intention of the Parties that, for U.S. federal income Tax purposes, (i) the Contribution and the related distribution by a Subsidiary of the Company to the Company of at least 80.1% of SpinCo Common Stock by means of a pro rata distribution, taken together and together with any Debt-for-Equity Exchange or Clean-Up Distribution by such Subsidiary of the Company, qualify as a “reorganization” under Sections 368(a)(1)(D) and 355(a) of the Code; (ii) the Distribution, taken together with any Clean-Up Distribution by the Company, qualify as a transaction described in Section 355(a) of the Code; (iii) the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (iv) each of this Agreement and the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, SpinCo, Merger Partner and Merger Partner Equityholder (the “Merger Agreement”), constitute a “plan of reorganization” for purposes of Section 368 of the Code;

WHEREAS, the Company expects to receive the IRS Ruling in connection with the transactions contemplated by this Agreement and the Merger Agreement; WHEREAS, the Company expects to receive the Distribution Tax Opinions in connection with the transactions contemplated hereby;

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WHEREAS, pursuant to the Merger Agreement, immediately following the Distribution, Merger Partner will merge with and into SpinCo (the “Merger”) whereupon each Merger Partner Equity Interest will be converted into the right to receive a number of shares of SpinCo Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Company plans to dispose of the Retained Shares following the Distribution, which the Company expects may include dispositions by a Subsidiary of the Company through one or more exchanges for outstanding debt obligations of such Subsidiary of the Company;

WHEREAS, the Company Board and the SpinCo Board have approved this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, including the Reorganization, the Distribution and the Merger, subject to such further action of the Company Board as may be required to establish the Record Date and the Distribution Date and to declare the Distribution (the effectiveness of which will be subject to the satisfaction or permitted waiver of the conditions set forth in this Agreement); and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Reorganization and the Distribution and certain other agreements that will govern certain matters relating to the Reorganization, the Distribution and the ongoing relationship of the Company, SpinCo and their respective Subsidiaries.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, 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 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

(1) “Action” means any claim, action, suit, litigation, arbitration, mediation, inquiry, investigation or other proceeding.

(2) “Additional Entities” means the entities set forth on Schedule 1.1(2) in which the Company or any of its Subsidiaries hold Equity Interests but that are not Subsidiaries.

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(3) “Affiliate” means, with respect to any Person (and at a point in time or with respect to a period of time), any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, through one or more intermediaries or otherwise. As used herein, “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 or otherwise. It is expressly agreed that, from and after the Distribution Time, for purposes of this Agreement, the Merger Agreement and the other Transaction Documents, no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Company Group, and no member of the Company Group shall be deemed to be an Affiliate of any member of the SpinCo Group.

(4) “Approvals or Notifications” means any Consents or Permits to be obtained from, or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

(5) “Assets” means, with respect to any Person, any and all of such Person’s right, title and ownership interest in and to all properties, assets, rights, claims, Contracts and businesses of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, and wherever located (including in the possession of vendors or other third parties or otherwise), in each case, whether or not recorded or required to be recorded, or reflected on, the Books and Records or financial statements of such Person, including the following: (a) all rights existing under all Contracts, including all Government Contracts, and all Government Bids; (b) the leasehold interest in all leased real properties and all leasehold improvements and all leased machinery, equipment, fixtures, trade fixtures and furniture; (c) all Tangible and Personal Property; (d) all Inventory; (e) all Intellectual Property and Technology; (f) all IT Assets; (g) all claims, causes of action, rights of recovery and rights of set-off of any kind; (h) all Books and Records (other than Tax records); (i) all goodwill as a going concern; (j) all permits, approvals, authorizations, registrations, consents, licenses or certificates issued by any Governmental Authority (collectively, “Permits”); (k) all Equity Interests of any other Person, all bonds, notes, debentures or other securities issued by any other Person, all loans, advances or other extensions of credit or capital contributions to any other Person and all other investments in securities of any other Person; and (l) all cash or cash equivalents, certificates of deposit, banker’s acceptances and other investment securities of any form or maturity and all bank accounts, lock boxes and other deposit arrangements and all brokerage accounts.

(6) “Books and Records” means all written files, documents, papers, books of account, reports, records, plans, ledgers, studies, surveys, financial and accounting records and other similar documents (whether or not in electronic form), including (a) the data contained in any enterprise resource planning system, quality management system or complaint system; (b) customer files, lists (including customer prospect lists) and purchasing histories; (c) vendor files, lists and purchase histories; (d) advertising and marketing materials; (e) sales materials, cost information, and sales and pricing data; (f) operating, production and other manuals; and (g) quality records and reports.

(7) “Business Day” has the meaning set forth in the Merger Agreement.

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(8) “Business Financial Statements” has the meaning set forth in the Merger Agreement.

(9) “Clean-Up Distribution” shall mean any disposition of shares of SpinCo Common Stock that the Company holds following the Distribution through one or more pro rata distributions to holders of shares of Company Common Stock or exchanges for shares of Company Common Stock and shall also refer to any distribution by the Contributing Subsidiary to the Company of shares of SpinCo Common Stock to be distributed by the Company in a Clean-Up Distribution.

(10) “Closing” has the meaning set forth in the Merger Agreement.

(11) “Closing Date” has the meaning set forth in the Merger Agreement.

(12) “Code” means the Internal Revenue Code of 1986, as amended.

(13) “Company Accounting Firm” means a nationally recognized accounting firm reasonably acceptable to the Company.

(14) “Company Board” has the meaning set forth in the Merger Agreement.

(15) “Company Business” means the businesses and operations conducted by any member of the Company Group that are not included in the SpinCo Business.

(16) “Company Group” means the Company and each Person (other than any member of the SpinCo Group) that is a direct or indirect Subsidiary of the Company immediately after the Distribution Time, and each Person that becomes a Subsidiary of the Company after the Distribution Time (including as a result of transactions that occur following the Distribution Time in accordance with the Separation Step Plan).

(17) “Company Distribution Tax Representations” has the meaning set forth in the Merger Agreement.

(18) “Company Trademarks” means any names, Trademarks and other source or business identifiers (other than those listed in Schedule 2.2(a)) of the Company or any of its Subsidiaries, including those using or containing “Jacobs”, “Jacobs Solutions” or “Jacobs Engineering” either alone or in combination with other words or elements, and all names, Trademarks and other source or business identifiers confusingly similar to, or embodying any of, the foregoing either alone or in combination with other words or elements.

(19) “Confidentiality Agreement” has the meaning set forth in the Merger Agreement.

(20) “Consent” has the meaning set forth in the Merger Agreement.

(21) “Contract” means any binding contract, agreement, understanding, arrangement, loan or credit agreement, note, bond, indenture, lease, warranty, accepted purchase order with outstanding performance obligations at the applicable time of determination, sublicense or license or other instrument.

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(22) “Contribution” means the contribution by the Contributing Subsidiary of all of the SpinCo Assets to SpinCo in exchange for (a) the assumption by SpinCo of the SpinCo Liabilities, (b) the issuance by SpinCo to the Contributing Subsidiary of SpinCo Common Stock and (c) the SpinCo Payment.

(23) “Contributing Subsidiary” means Jacobs Engineering Group, Inc. a Delaware corporation.

(24) “COVID-19” has the meaning set forth in the Merger Agreement.

(25) “COVID-19 Measures” has the meaning set forth in the Merger Agreement.

(26) “Debt-for-Equity Exchange” has the meaning set forth in the Merger Agreement.

(27) “Directly Transferred Entity” means the entities listed on Schedule 1.1(27).

(28) “Disclosure Documents” means (a) the Form 10 or any other registration statement to be filed by SpinCo with the SEC to effect the registration of shares of SpinCo Common Stock in connection with the Distribution, and also includes any amendment or supplement thereto, and (b) any information statement, current or periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority in connection with the Distribution and transactions contemplated hereby; in each case, which describes the Reorganization or the SpinCo Group or primarily relates to the transactions contemplated hereby.

(29) “Distribution Agent” means the transfer agent of the company or such other agent selected by the Company and reasonably acceptable to Merger Partner.

(30) “Distribution Date” means the date on which the Company distributes (through the Distribution) all of the issued and outstanding shares of SpinCo Common Stock (other than the Retained Shares) to the holders of common stock, $1.00 par value, of the Company (the “Company Common Stock”).

(31) “Distribution Tax Opinions” has the meaning set forth in the Merger Agreement.

(32) “Distribution Time” means the time at which the Distribution occurs on the Distribution Date, which for accounting purposes shall be deemed to be 12:01 a.m., New York City time, unless another time is selected by the Parties.

(33) “Effective Time” has the meaning set forth in the Merger Agreement.

(34) “Employee Matters Agreement” has the meaning set forth in the Merger Agreement.

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(35) “Environmental Law” means any Law relating to pollution or the protection of the environment, human health and safety or natural resources, including as such Law relates to the use, handling, transportation, treatment, storage, disposal, Release or discharge of any toxic or hazardous substance, material or waste.

(36) “Environmental Liabilities” means all Liabilities (including all removal, remediation, cleanup or monitoring 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 final determination of Liability and indemnity, contribution or similar obligations and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith) to the extent relating to, arising out of or resulting from any (a) actual or alleged (i) compliance or noncompliance with any Environmental Law or any Permit issued thereunder, (ii) generation, use, storage, manufacture, processing, recycling, labeling, handling, possession, management, treatment, transportation, distribution, emission, discharge or disposal of any Hazardous Substance, or (iii) presence, Release or threatened Release of, or exposure to, any Hazardous Substance or any related Remedial Action required pursuant to any Environmental Laws or (b) contract, agreement, or other consensual arrangement pursuant to which Liability is assumed or imposed with respect to any of the foregoing in clauses (a)(i) through (a)(iii).

(37) “Equity Interests” means: (a) the shares of capital stock of a corporation; (b) the general or limited partnership interests of any partnership; (c) the membership or other ownership interest of any limited liability company; (d) the equity securities or other ownership interests of any kind of any other legal entity; or (e) any option, warrant or other right to convert into or otherwise receive any of the foregoing or any other Contract or obligation pursuant to which such Person is or may become obligated to issue, sell or return any of the foregoing, in any such case of any of clauses (a) through (e) of this definition, whether owned or held beneficially, of record or legally.

(38) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

(39) “Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which by its nature could not reasonably have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, labor unrest, epidemics, pandemics (including any COVID-19 pandemic and any events arising from COVID-19 Measures adopted or enforced after the date of this Agreement), nuclear incidents, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources. For the avoidance of doubt, the receipt by a party of an unsolicited offer from a third Person to acquire all or part of the securities or assets of such Party shall not constitute a Force Majeure.

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(40) “Form 10” means the registration statement on Form 10 (or such other registration statement as may be mutually agreed by the parties) filed by SpinCo with the SEC to effect the registration of SpinCo Common Stock 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.

(41) “Fraud” has the meaning set forth in the Merger Agreement.

(42) “Government Bid” means any offer, quotation, bid or proposal (solicited or unsolicited) which, if accepted or awarded, would reasonably be expected to lead to a Government Contract.

(43) “Government Contract” means (a) with respect to the Company, and with respect to SpinCo prior to the Effective Time, any Contract between the Company (or any Subsidiary thereof, including any SpinCo Entity), on the one hand, and (i) the U.S. federal government or other Governmental Authority, (ii) any prime contractor to the U.S. federal government or other Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor with respect to any Contract described in clause (i) or clause (ii) above, on the other hand, in the cases of each of clauses (i) through (iii), relating to the operation of the SpinCo Business, and (b) with respect to Merger Partner, and with respect to SpinCo on or following the Effective Time, any Contract between Merger Partner (or any Subsidiary thereof), on the one hand, and (i) the U.S. federal government or other Governmental Authority, (ii) any prime contractor to the U.S. federal government or other Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor with respect to any Contract described in clause (i) or clause (ii) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

(44) “Governmental Authority” means any federal, state, local, transnational, supranational or foreign government, any Person exercising executive, legislative, judicial, regulatory or administrative function of or pertaining to government or Law, including any regulatory, self-regulatory or quasi-regulatory authority, agency, commission, body, department or other instrumentality, and any court, arbitral body or tribunal of competent jurisdiction.

(45) “Group” means the Company Group or the SpinCo Group, as the context requires.

(46) “Hazardous Substances” means any toxic, reactive, corrosive, ignitable or flammable chemical or chemical compound, or hazardous or toxic substance, material or waste, or any pollutant or contaminant, whether solid, liquid or gas, that is subject to regulation, control or remediation or for which liability or standards of care are imposed under any Environmental Law, including petroleum (including crude oil or any fraction thereof and any petroleum product), radon, asbestos, radioactive materials, per- and polyfluoroalkyl substances and polychlorinated biphenyls.

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(47) “Insurance Policies” means insurance policies and insurance Contracts of any kind, including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

(48) “Insurance Proceeds” means those monies actually (a) received by an insured from an insurance carrier, (b) paid by an insurance carrier on behalf of the insured or (c) received (including by way of setoff) from any third Person in the nature of insurance, contribution or indemnification in respect of any Liability; 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 Taxes, incurred in connection with the receipt thereof, but, with respect to Article VI, excluding proceeds from any self-insurance, captive insurance, fronting arrangement or program, or similar program.

(49) “Intellectual Property” means any and all common law, statutory or other rights anywhere in the world arising under or associated with: (a) patents, statutory invention registrations, registered designs, utility models and similar or equivalent rights in inventions and designs, and all rights therein provided by international treaties and conventions, and including any applications for any of the foregoing (“Patents”); (b) trademarks, service marks, business names, trade dress, trade names, brand names, corporate names, slogans, logos, and other designations of source or origin, and including any applications for any of the foregoing (“Trademarks”); (c) domain names, uniform resource locators, Internet Protocol addresses, social media handles, and other names, identifiers, and locators associated with Internet addresses, sites, and services (“Internet Properties”); (d) copyrights and any other equivalent rights in works of authorship or copyrightable subject matter (including rights in Software and databases as a work of authorship) and any other related rights of authors, and including any applications for any of the foregoing (“Copyrights”); (e) trade secrets and industrial secret rights, and rights in know-how, data, and confidential or proprietary business or technical information that derives independent economic value, whether actual or potential, from not being known to other persons or which are otherwise deemed to be a trade secret under applicable Law (“Trade Secrets”); and (f) other similar or equivalent intellectual property or proprietary rights anywhere in the world.

(50) “Intercompany Accounts” has the meaning set forth in Section 2.6(a).

(51) “Intercompany Contracts” has the meaning set forth in Section 2.6(a).

(52) “Intercompany Contracts and Accounts” has the meaning set forth in Section 2.6(a).

(53) “Inventory” means all raw materials, parts, supplies, goods, materials, works-in-process, finished goods, inventory, packaging and stock in trade.

(54) “IRS Ruling” has the meaning set forth in the Merger Agreement.

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(55) “IT Assets” means all systems, networks, and hardware, including computers, servers, workstations, tablets, phones, servers, blades, peripheral devices, data centers, and equipment and infrastructure related to the foregoing.

(56) “Law” means, with respect to any Person, any law, statute, code, ordinance, order, decree, award, directive, judgment, ruling, rule, regulation or similar requirement issued, promulgated, enforced or enacted by or under the authority of a Governmental Authority that is binding upon or applicable to such Person.

(57) “Liabilities” means any liability, debt, guarantee, assurance, commitment, cost, expense, interest, or obligation of any kind and however arising (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, reserved or unreserved, determined or determinable, whether liquidated or unliquidated, whether direct or indirect, and whether due or to become due).

(58) “Lien” has the meaning set forth in the Merger Agreement.

(59) “Locked Box Balance Sheet” means the consolidated unaudited balance sheet of Merger Partner and its Subsidiaries as of the Locked Box Date included in the Merger Partner Financial Statements.

(60) “Locked Box Date” means September 30, 2023.

(61) “Losses” has the meaning set forth in the Merger Agreement.

(62) “Merger Agreement” has the meaning set forth in the Recitals.

(63) “Merger Partner Leakage Amount” means the aggregate amount of any of the following occurring during the period commencing on the Locked Box Date and ending at the Effective Time (without any double counting), but, in each case, excluding any Permitted Leakage:

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(64) “Merger Partner Disclosure Schedule” has the meaning set forth in the Merger Agreement.

(65) “Merger Partner Equity Interests” has the meaning set forth in the Merger Agreement.

(66) “Merger Partner Sponsor” means each of ASP Amentum Investco LP and LG Amentum Holdings LP and their respective limited partners.

(67) “Merger Partner Tax Representations” has the meaning set forth in the Merger Agreement.

(68) “NYSE” means the New York Stock Exchange.

(69) “Order” has the meaning set forth in the Merger Agreement.

(70) “Overhead and Shared Services” means the ancillary, proprietary or corporate shared services or processes that are provided to, or used in, both the SpinCo Business and the Company Business, including the services and processes described in Schedule 1.1(67).

(71) “Party” means the Company, SpinCo, Merger Partner or Merger Partner Equityholder, as appropriate, and “Parties” means the Company, SpinCo, Merger Partner and Merger Partner Equityholder.

(72) “Permitted Leakage” means any of the following (without any double counting):

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(73) “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, Governmental Authority or other organization or entity of any kind.

(74) “Project Services Agreement” has the meaning set forth in the Merger Agreement.

(75) “Record Date” means the close of business on the date determined by the Company Board (or a committee thereof) as the record date for the determination of holders of Company Common Stock entitled to receive SpinCo Common Stock in the Distribution.

(76) “Registered IP” means all United States, international or foreign (a) Patents and Patent applications; (b) registered Trademarks and applications to register Trademarks; (c) registered Copyrights and applications for Copyright registration; and (d) Internet Properties.

(77) “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, migrating, depositing, escaping, leaching, disposing or dumping on, under, into or through the environment.

(78) “Remedial Action” means any and all actions to (a) investigate, clean up, remediate, remove, treat, monitor, contain or in any other way address any Hazardous Substance in the environment, (b) prevent the Release or threat of Release or minimize the further Release of a Hazardous Substance so it does not migrate or endanger public health or welfare or the environment, and (c) perform pre-remedial studies and investigations and post-remedial monitoring, maintenance and care in connection with any Hazardous Substance in the environment. The term “Remedial Action” includes any action that constitutes includes “removal,” “remedial action” or “response” as defined by Section 101 of CERCLA, 42 U.S.C. §§ 9601(23), (24) and (25); and a “corrective action” as defined in RCRA, 42 U.S.C. § 6901 et seq.

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(79) “Reorganization” means the steps taken to effect the separation of the SpinCo Business from the Company Business, as set forth in this Agreement, the Merger Agreement and the other applicable Transaction Documents, including the steps set forth in the Separation Step Plan and the Real Property Separation Plan and (a) the Contribution and (b) the distribution by the Contributing Subsidiary to the Company of at least 80.1% of the SpinCo Common Stock by means of a pro rata distribution.

(80) “Retained Claim” means any claim, cause of action, defense, right of offset or counterclaim or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) to the extent relating to, arising out of or resulting from the Excluded Assets or Excluded Liabilities.

(81) “Schedules” means the schedules to this Agreement delivered by the Company to SpinCo on the date hereof and identified as such.

(82) “SEC” means the United States Securities and Exchange Commission.

(83) “Security Interest” means 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.

(84) “Shared Continuing Real Property” means those Shared Existing Real Properties that will continue to be shared between the Company Business and the SpinCo Business following the Distribution Time, pursuant to sublease agreements to be mutually agreed by the parties in accordance with Section 2.17, whether in respect of a SpinCo Asset or an Excluded Asset.

(85) “Shared Contracts” means the Contracts and other commitments, obligations or arrangements between the Company or any other member of the Company Group, on the one hand, and one or more third parties, on the other hand, that, as of immediately prior to the Distribution Time, benefit both (a) the SpinCo Business and (b) the Company Business; provided that Shared Contracts shall not include any enterprise-wide Contracts, Contracts with respect to off-the-shelf software, any Contract that provides for Overhead and Shared Services, or any Contract that is subject to the Project Services Agreement.

(86) “Shared Existing Real Property” means, as of the date hereof, those real properties leased by the Company or its Affiliates and listed on Schedule 2.17, such real properties being used by both the Company Business and SpinCo Business.

(87) “SpinCo Board” has the meaning set forth in the Merger Agreement.

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(88) “SpinCo Business” means the business, operations, products, platforms, services and activities of the Critical Mission Solutions business of the Company (as reflected in the segment financial reporting contained in the Company’s Form 10-K for the year ended September 30, 2022) as conducted as of immediately prior to Closing by the Company and its Subsidiaries; provided that the “SpinCo Business” shall not include, and the following shall not, directly or indirectly, be transferred to or assumed by any SpinCo Entity in connection with the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Documents: (a) any other business, operations, products, platforms, services and activities of the Company or its Subsidiaries, (b) the business, operations, products, platforms, services and activities of BlackLynx, Inc. and Jacobs Software Engineering Center and (c) any Overhead and Shared Services.

(89) “SpinCo Business Records” means the Books and Records (a) to the extent related to the SpinCo Business and in the possession or control of the Company and its Subsidiaries and (b) reasonably separable from the Books and Records relating to any other business of the Company or its Subsidiaries without imposing an unreasonable cost or burden on the Company or any of its Subsidiaries (unless Merger Partner agrees to bear such burden or expense and the Company reasonably consents); provided that, “SpinCo Business Records” shall be subject to Section 4.5 and shall not include (w) any Books and Records to the extent related to any Excluded Liability, Excluded Asset (including any Shared Contract (or portion thereof) that is not a SpinCo Contract) or any Overhead and Shared Services; (x) any corporate seals, minute books, stock books, laboratory notebooks, books of account or other records having to do with the corporate organization of the Company or any of its Subsidiaries or relating to the process for the separation of the SpinCo Business; or (y) any Intellectual Property or Technology.

(90) “SpinCo Bylaws” has the meaning set forth in the Merger Agreement.

(91) “SpinCo Certificate of Incorporation” has the meaning set forth in the Merger Agreement.

(92) “SpinCo Contract” means (a) any Contract (other than any Contract that is an Excluded Asset) to which the Company or any of its Subsidiaries is a party or to which any of the SpinCo Assets is subject, in each case that primarily relates to or is primarily used in connection with the SpinCo Business (in any event including the SpinCo Financing Agreements and the SpinCo Real Property Leases), (b) to the extent assignable, the applicable portion of any non-disclosure and confidentiality agreements entered into in connection with the possible sale of the SpinCo Business with any potential purchaser thereof to the extent restricting the use or disclosure of information of the SpinCo Business or any SpinCo Asset (including any such agreement) and (c) the applicable portions of each Shared Contract.

(93) “SpinCo Disclosure Schedule” has the meaning set forth in the Merger Agreement.

(94) “SpinCo Domains & Internet Properties” means the domain names and other Internet Properties owned by the Company or any of its Subsidiaries as of the Distribution Time that are primarily used or held for use in the operation of the SpinCo Business, other than any domain names or other Internet Properties set forth on Schedule 1.1(93) hereto (the “Excluded Domains & Internet Properties”).

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(95) “SpinCo Employee” has the meaning set forth in the Employee Matters Agreement.

(96) “SpinCo Entities” has the meaning set forth in the Merger Agreement.

(97) “SpinCo Financing” has the meaning set forth in the Merger Agreement.

(98) “SpinCo Financing Agreements” has the meaning set forth in the Merger Agreement.

(99) “SpinCo Financing Fees” has the meaning set forth in the Merger Agreement.

(100) “SpinCo Government Bid” means each Government Bid related to the SpinCo Business or any SpinCo Asset or submitted by any SpinCo Entity.

(101) “SpinCo Group” means SpinCo, the other SpinCo Entities, each Subsidiary of SpinCo immediately after the Distribution Time and each other Person that becomes a Subsidiary of SpinCo after the Distribution Time (including as a result of any transactions that occur following the Distribution Time in accordance with the Separation Step Plan).

(102) “SpinCo IT Assets” means all IT Assets primarily used or held for use in the SpinCo Business, including all Software embedded therein to the extent such Software (a) is SpinCo Technology or (b) in the case of any Software licensed by any third party to any SpinCo Entity, the license to any such Software is transferred pursuant to the terms of this Agreement or the SpinCo Entities otherwise independently have a license to or right to use such Software.

(103) “SpinCo Leased Real Property” has the meaning set forth in the Merger Agreement.

(104) “SpinCo Owned Real Property” has the meaning set forth in the Merger Agreement.

(105) “SpinCo Permits” means all Permits owned, held or licensed by the Company or any of its Subsidiaries or the SpinCo Entities that are primarily related to the SpinCo Business or the SpinCo Assets; provided that any such Permits shall be deemed to be Excluded Assets to the extent that the transfer, assignment or conveyance of any such Permits in connection with the transactions contemplated by this Agreement is not permitted by applicable Law or the terms of such Permit.

(106) “SpinCo Real Property Leases” has the meaning set forth in the Merger Agreement.

(107) “SpinCo Technology” means (a) Technology with respect to which the Intellectual Property therein are owned by the Company or any of its Subsidiaries immediately prior to the Distribution Time to the extent that such Technology is used in or necessary to the operation of the SpinCo Business as of immediately prior to the Distribution Time and capable of being copied (for example, documentation, databases and other Software), or (b) all know-how or knowledge of any SpinCo Employees owned by the Company or any of its Subsidiaries immediately prior to the Distribution Time to the extent related to the SpinCo Business; provided that the SpinCo Technology does not include IT Assets or Tangible and Personal Property or Books and Records.

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(108) “Software” means (a) software, firmware, computer programs and applications (whether in source code, object code or other form), (b) algorithms, models and methodologies, and any software implementations thereof, (c) databases related to the foregoing and (d) documentation, specifications, protocols, development tools and other technology used in supporting any of the foregoing categories.

(109) “Subsidiary” has the meaning set forth in the Merger Agreement.

(110) “Surviving Entity” has the meaning set forth in the Merger Agreement.

(111) “Tangible and Personal Property” means all equipment, machinery, parts, spare parts, tools, lab assets or other tangible personal property; provided that Tangible and Personal Property does not include IT Assets or any Technology.

(112) “Tax” has the meaning set forth in the Tax Matters Agreement.

(113) “Tax Matters Agreement” has the meaning set forth in the Merger Agreement. For the absence of doubt, in the case of any term defined herein by reference to the Tax Matters Agreement, such reference shall refer to the Form of Tax Matters Agreement as set forth in Exhibit B until such time as the Tax Matters Agreement is entered into and, thereafter, to the Tax Matters Agreement.

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

(115) “Tax-Free Status” has the meaning set forth in the Tax Matters Agreement.

(116) “Technology” means all embodiments of Intellectual Property, including in the form of data, databases, Software and know-how and knowledge of employees relating to, embodying, or describing products, articles, apparatuses, devices, processes, methods, designs, formulae, recipes or other technical information; provided that Technology shall not include any Intellectual Property in such Technology.

(117) “Transactions” has the meaning set forth in the Merger Agreement.

(118) “Transaction Documents” has the meaning set forth in the Merger Agreement.

(119) “Transfer Documents” means the Pre-Distribution Transfer Documents and the Post-Distribution Transfer Documents.

(120) “Transferring French Entities” means the entities set forth on Schedule 1.1(116).

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(121) “Transition Service” has the meaning set forth in the form of Transition Services Agreement attached as Exhibit C to the Merger Agreement.

(122) “Transition Services Agreement” has the meaning set forth in the Merger Agreement.

(123) “Transition Support Termination” means the effective date of the termination or expiration of the Transition Services Agreement.

(124) “WLRK” means Wachtell, Lipton, Rosen & Katz.

Section 1.2 Other Terms. For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated:

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ARTICLE II

THE REORGANIZATION

Section 2.1 Transfer of Assets and Assumption of Liabilities Prior to the Distribution.

(a) Subject to Section 2.4 and Section 2.5 and in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure, as it may be revised in accordance with Section 2.1(c), being referred to herein as the “Separation Step Plan”) and to the extent not previously effected pursuant to the steps of the Separation Step Plan that have been completed prior to the date of this Agreement, as promptly as practicable following the date of this Agreement:

(i) SpinCo Assets. The Company shall cause the Contributing Subsidiary to assign, transfer and convey to SpinCo or one or more of SpinCo’s Subsidiaries designated by SpinCo, and SpinCo or such Subsidiaries, as applicable, shall accept from the Contributing Subsidiary, all of the Contributing Subsidiary’s direct or indirect right, title and interest in and to the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Directly Transferred Entity or a direct or indirect Subsidiary of a Directly Transferred Entity, such SpinCo Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the Equity Interests in such Directly Transferred Entity from the Company or the applicable members of the Company Group to SpinCo or the applicable member of the SpinCo Group as designated by SpinCo (“SpinCo Designee”));

(ii) SpinCo Liabilities. SpinCo or one or more of its Subsidiaries designated by SpinCo shall accept and assume from the Company and its Subsidiaries (other than SpinCo and its Subsidiaries) and agree to perform, discharge and fulfill the SpinCo Liabilities, in accordance with their respective terms (it being understood that if any SpinCo Liability is a liability of a Directly Transferred Entity or a direct or indirect Subsidiary of a Directly Transferred Entity, such SpinCo Liability shall be deemed assumed by SpinCo as a result of the transfer of all of the Equity Interests in such Directly Transferred Entity from the Company or the applicable members of the Company Group to SpinCo or the applicable SpinCo Designee). SpinCo and such Subsidiaries shall be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo Liabilities arose or arise, or the legal entity that incurred or holds the SpinCo Liability (provided that nothing contained herein shall preclude, restrict or otherwise inhibit SpinCo or one or more of its applicable Subsidiaries from asserting against third parties any defenses available to the legal entity that incurred or holds such SpinCo Liability), or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution Time, regardless of where or against whom such SpinCo Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Company Group or the SpinCo Group, any predecessor of any such member or any of their respective directors, officers, employees, agents or Affiliates; (iii) Excluded Assets.

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SpinCo shall and shall cause the applicable Subsidiaries of SpinCo to assign, transfer and convey to the Company or one or more of its other Subsidiaries designated by the Company (other than SpinCo or its Subsidiaries), and the Company or such other Subsidiaries shall accept from SpinCo and such applicable Subsidiaries, SpinCo’s and such applicable Subsidiaries’ respective direct or indirect right, title and interest in and to any Excluded Assets in the manner specified by the Company to be so assigned, transferred and conveyed; and

(iv) Excluded Liabilities. The Company or one or more of its Subsidiaries designated by the Company (other than SpinCo or the other the SpinCo Entities) shall accept and assume from SpinCo or one or more of its Subsidiaries and agree to perform, discharge and fulfill the Excluded Liabilities in accordance with their respective terms, and the Company or its applicable Subsidiaries shall be responsible for all Excluded Liabilities, regardless of when or where such Excluded Liabilities arose or arise, or the legal entity that incurred or holds the Excluded Liability (provided, however, that nothing contained herein shall preclude, restrict or otherwise inhibit the Company or one or more of its applicable Subsidiaries from asserting against third parties any defenses available to the legal entity that incurred or holds such Excluded Liability), or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution Time, regardless of where or against whom such Excluded Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Company Group or the SpinCo Group or any of their respective directors, officers, employees, agents or Affiliates.

(b) In furtherance of any such assignment, transfer, conveyance or assumption pursuant to Section 2.1(a) and Section 2.17, and without any additional consideration therefor, each of SpinCo and the Company shall prepare, execute and deliver and cause their Affiliates to prepare, execute and deliver such documents and instruments (including any deeds, leases, subleases, licenses, lease assignments, novations or other instruments with respect to any real property interests required to effectuate the Real Property Separation Plan) as may be reasonably necessary or appropriate to effect and/or evidence such assignment, transfer, conveyance or assumption, in each case to the extent reasonably requested by the other (with all of such documents and instruments referred to collectively herein as the “Pre-Distribution Transfer Documents”). Except for the representations, warranties and covenants contained in this Agreement or the Merger Agreement, the Parties or their Affiliates shall not be required to make any other express or implied representation, warranty or covenant, either written or oral, in the Pre-Distribution Transfer Documents. The Company shall, upon Merger Partner’s reasonable request, reasonably consult with Merger Partner and its Representatives from time to time regarding the Reorganization and the implementation thereof.

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The Company shall (i) if reasonably practicable, deliver to Merger Partner drafts of all Pre-Distribution Transfer Documents reasonably in advance of completing any transaction contemplated by the Reorganization for which such Pre-Distribution Transfer Documents are required, and drafts of all Post-Distribution Transfer Documents reasonably in advance of the Distribution Date and (ii) give reasonable consideration to any comments made by Merger Partner and its Representatives on such drafts. At or prior to the Closing, the Company shall deliver final and executed Pre-Distribution Transfer Documents reflecting the implementation of all transactions in connection with the Reorganization to be completed prior to or at the Distribution Date pursuant to the Separation Step Plan and the Real Property Separation Plan.

(c) Without limiting any other provision hereof, in connection with the Reorganization contemplated by Section 2.1(a) and Section 2.17, each of the Company and SpinCo will take, and will cause each member of its respective Group to take, such actions as are reasonably necessary to consummate the applicable transactions contemplated by the Separation Step Plan and the Real Property Separation Plan (in each case, whether prior to, at or after the Distribution Time). The Company may make amendments or modifications to each of the Separation Step Plan and the Real Property Separation Plan in its reasonable discretion; provided that (i) without the prior written consent of SpinCo and, prior to the Distribution Time, Merger Partner (any such consents not to be unreasonably withheld, conditioned or delayed), such amendments or modifications shall not (A) materially adversely affect the likelihood the Transactions qualify for Tax-Free Status, (B) materially delay the timing of the transactions contemplated hereby or (C) materially adversely affect the Company’s ability to obtain the IRS Ruling (except, in the case of clause (A) and this clause (C), insofar as the Company waives such element of Tax-Free Status or element of the IRS Ruling being a closing condition under Section 3.2(e) or (f) and Section 8.2(d) and (e) of the Merger Agreement) and (ii) without the prior written consent of Merger Partner (such consent not to be unreasonably withheld, conditioned or delayed), such amendments or modifications shall not be made after the date that is ten (10) Business Days prior to the Distribution Date if such amendments or modifications would result in changes to the way in which legal entities would be reorganized or moved within the Separation Step Plan. The Company shall (1) provide Merger Partner with a reasonable advance opportunity to review drafts of any contemplated amendments or modifications to the Separation Step Plan or the Real Property Separation Plan, (2) negotiate with Merger Partner in good faith regarding any such proposed amendments or modifications to which Merger Partner objects and give reasonable consideration to any comments made by Merger Partner and its Representatives on such draft amendments and modifications and (3) promptly provide to Merger Partner true and accurate copies of any such finalized amendments or modifications to the Separation Step Plan and the Real Property Separation Plan, as applicable.

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(d) To the extent that the assignment, transfer or conveyance of any Excluded Asset or SpinCo Asset, or the assumption of any Excluded Liability or SpinCo Liability, requires any Approvals or Notifications, (x) the Parties shall use their reasonable best efforts and cooperate in good faith to obtain or make such Approvals or Notifications, respectively, as soon as reasonably practicable and (y) each Party, at the reasonable request of the Company or Merger Partner, as applicable, shall use its reasonable best efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consent, substitution or amendment required to assign (or, to the extent requested by the Company, novate) all obligations under Contracts and other obligations or Liabilities for which one or more members of the SpinCo Group are liable and that do not constitute SpinCo Liabilities or for which one or more members of the Company Group are liable and that do not constitute Excluded Liabilities, so that, in any such case, the members of the applicable Group will be solely responsible for the applicable Liabilities; provided, however, that except to the extent expressly provided in this Agreement, the Merger Agreement or any of the other Transaction Documents, neither the Company nor SpinCo or any of their respective Affiliates shall be obligated to (i) amend or modify any Contract (except as expressly set forth in the foregoing clause (y)), (ii) modify, relinquish, forbear or narrow any right, (iii) contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person, or (iv) commence any Action, in each case in connection with the actions required by the foregoing clauses (x) and (y); provided, further, that the obligation to take any such action shall terminate on the date that is twelve (12) months after the Distribution Date (or, solely with respect to any Delayed Transferred Asset, twelve (12) months after the transfer of the Delayed Transferred Asset). Except as otherwise provided in this Agreement or the other Transaction Documents (including the Project Services Agreement), if the Company or SpinCo is unable to obtain, or to cause to be obtained, any required Consent, substitution or amendment in connection with clause (y) of the preceding sentence, the Company and SpinCo will, to the extent permitted by applicable Law and the terms of the applicable Contract, use reasonable best efforts to enter into subcontracting or other arrangements, effective as of the Distribution Time or as promptly as practicable thereafter, to provide to the Parties the economic and operational equivalent of the transfer, assignment or conveyance (or novation) of such Contract to the appropriate Party and the performance by such Party of the obligations under such Contract as of the Distribution Time. In furtherance of the foregoing, (i) the Party that is intended to be the counterparty to such Contract, as applicable, will, as agent or subcontractor for the other or the applicable member of the other Party’s Group, pay, perform and discharge fully the Liabilities of the applicable Party or the applicable member of the other Party’s Group thereunder from and after the Distribution Time in accordance with any such alternate arrangement and (ii) the Party that remains the legal counterparty to such Contract, as applicable, will, or will cause the applicable member of such Party’s Group to, at the other Party’s expense, from and after the Distribution Time hold in trust for and pay to the other Party promptly upon receipt thereof all income, proceeds and other consideration received by the legal counterparty (or the applicable member of the Company Group or the SpinCo Group, as applicable) in connection with such alternate arrangement; provided that for purposes of this sentence, with respect to any Delayed Transferred Asset, references to the Distribution Time in this sentence will refer instead to the date of transfer of the Delayed Transferred Asset. The Party that is intended to be the counterparty to each such Contract shall indemnify the other Party and hold it harmless against any Liabilities arising from the agent or subcontractor relationship described in this paragraph. The Company and SpinCo shall, and shall cause their Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat any SpinCo Asset, SpinCo Liability, Excluded Asset or Excluded Liability transferred, assigned or assumed after the Effective Time pursuant to this Section 2.1(d) or Section 2.4 as having been so transferred, assigned or assumed at the time at which it was intended to have been so transferred, assigned or assumed as reflected in this Agreement (including the Separation Step Plan) and (ii) file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

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(e) Without limiting Section 2.1(d), (i) the Parties shall use commercially reasonable efforts to obtain or cause to be obtained prior to the Distribution Date, on behalf of the members of the SpinCo Group, any Permits that are both (A) necessary to own or operate the SpinCo Business as of the Distribution Date and (B) that are not SpinCo Permits, and (ii) if any such Permits have not been obtained prior to the Distribution Date, the Parties shall use commercially reasonable efforts to develop and implement lawful arrangements under which the members of the SpinCo Group shall obtain the benefit of any such Permit held by any member of the Company Group in connection with the ownership and operation of the SpinCo Business following the Distribution; provided that the SpinCo Entities shall bear all out-of-pocket costs and expenses incurred by any of the Company and its Subsidiaries under such arrangements and the Company and its Subsidiaries (other than the SpinCo Entities) shall not be obligated to (A) modify, relinquish, forbear or narrow any right, (B) contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person or (C) commence any Action, in each case in connection with the actions required by the foregoing. The obligations set forth in this Section 2.1(e) will terminate on the date that is twelve (12) months after the Distribution Date.

Section 2.2 Allocation of Assets.

(a) “SpinCo Assets” means, in each case to the extent existing and owned or held immediately prior to the Distribution Time by the Company or any of its Subsidiaries, the Company’s and its Subsidiaries’ right, title and interest in, to and under the following Assets, but in each case excluding any Excluded Assets:

(i) (A) the Equity Interests of the SpinCo Entities (other than SpinCo) and (B) the Equity Interests of the Additional Entities (collectively, the “Transferring Equity Securities”);

(ii) the Inventory that primarily relates to or is primarily used in connection with the SpinCo Business (the “SpinCo Inventory”);

(iii) the SpinCo Contracts and the SpinCo Government Bids;

(iv) the SpinCo Permits;

(v) except as listed on Section 2.2(b) of the Schedules, the Tangible and Personal Property that primarily relates to or is primarily used in connection with the SpinCo Business (collectively, the “SpinCo Tangible and Personal Property”);

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(vi) (A) the Patents, Trademarks and other Registered IP listed on Schedule 2.2(a), (B) the SpinCo Domains & Internet Properties and (C) all Intellectual Property (other than Internet Properties, the Intellectual Property listed in Schedule 2.2(b) and the Company Trademarks) owned by the Company or any of its Subsidiaries that is primarily used or held for use in the operation of the SpinCo Business, together with all causes of action or other rights that may be asserted under any of the foregoing, including all rights to seek and recover all remedies (including damages, royalties, fees, income payments and other proceeds due from and after the Closing Date), including for the past or future infringement, misappropriation or violation of any of the foregoing and the goodwill appurtenant thereto or associated with any Trademarks included in the foregoing (collectively, the “SpinCo Intellectual Property”);

(vii) any and all goodwill and other intangibles primarily related to the SpinCo Business;

(viii) the SpinCo Technology;

(ix) the SpinCo IT Assets; provided that (subject to the terms of Section 4.1 with respect to the transfer of SpinCo Business Records), any hardware included in the SpinCo IT Assets may be reset by the Company to factory settings and otherwise modified to remove Company-specific functionalities and settings;

(x) any prepaid expenses, credits, deposits and advance payments, in each case, to the extent relating to any other SpinCo Asset (the “SpinCo Prepaid Expenses”);

(xi) a copy of the SpinCo Business Records (subject to Section 4.1);

(xii) other than with respect to Taxes or claims under any Insurance Policies, rights available to or being pursued by the Company or any of its Subsidiaries in connection with any Action or any other claims, defenses, causes of action, rights of recovery, rights of set-off, rights under warranties, rights to indemnities, rights to refunds, rights of recoupment, guarantees and all similar rights against third parties, in each case, to the extent relating to the SpinCo Business, any SpinCo Asset or any SpinCo Liability (other than the Retained Claims);

(xiii) the Assets set forth in Section 2.2(a) of the Schedules;

(xiv) any and all accounts receivable and other current assets of the SpinCo Entities and the Additional Entities as of immediately prior to the Effective Time in each case to the extent included in the calculation of the Final Net Working Capital, and all Cash of the SpinCo Entities and the Additional Entities as of immediately prior to the Effective Time to the extent included in the calculation of Final Net Indebtedness;

(xv) the Transferred Coverage (subject to the limitations set forth in Section 2.4 and Section 7.3); (xvi) all Assets of the Company and its Subsidiaries as of immediately prior to the Distribution Time that are to be transferred to SpinCo or any other member of the SpinCo Group by the express terms of the Merger Agreement, this Agreement or any other Transaction Document;

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(xvii) the SpinCo Owned Real Property and the SpinCo Leased Real Property;; and

(xviii) all other Assets of the Company and its Subsidiaries as of immediately prior to the Distribution Time that are primarily related to or primarily used in connection with the SpinCo Business; provided that the intention of this clause (xviii) is only to rectify any omission of the assignment, transfer or conveyance to SpinCo or any other member of SpinCo Group of any Assets that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have been classified as a SpinCo Asset. No Asset will be deemed to be a SpinCo Asset solely as a result of this clause (xviii) (A) if it is within any category of Assets addressed by any other section of this Section 2.2 and (B) unless a claim with respect to such Asset is made by SpinCo on or prior to the one (1)-year anniversary of the Distribution Date.

The Parties acknowledge and agree that a single Asset may fall within more than one of clauses (i) through (xviii) above; such fact does not imply that (A) such Asset shall be transferred more than once or (B) any duplication of such Asset is required.

(b) “Excluded Assets” means all of the Assets of the Company and its Subsidiaries other than the SpinCo Assets. Notwithstanding anything in this Agreement to the contrary, the Excluded Assets include the following:

(i) all Equity Interests (excluding the Transferring Equity Securities and any Equity Interests of SpinCo);

(ii) any and all Cash and any and all accounts receivable, current assets and security deposits, in each case except as set forth in the definition of SpinCo Assets;

(iii) all Inventory, other than the SpinCo Inventory;

(iv) all Insurance Policies and all rights and claims thereunder, other than the Transferred Coverage as set forth in Section 7.3 and any Insurance Policies set forth in Section 2.2(a) of the Schedules;

(v) all real property, whether owned, leased, subleased, licensed, or otherwise occupied by the Company or any of its Subsidiaries, and any equipment, fixtures, furniture, furnishings, physical facilities, machinery, inventory, spare parts, supplies, tools and other tangible personal property located thereon, other than the SpinCo Owned Real Property and the SpinCo Leased Real Property, but subject to any sublease agreements governing any Shared Continuing Real Property; (vi) all Permits, other than the SpinCo Permits;

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(vii) all Tangible and Personal Property, other than the SpinCo Tangible and Personal Property;

(viii) all Contracts, other than the SpinCo Contracts;

(ix) all IT Assets, other than the SpinCo IT Assets;

(x) all Intellectual Property, other than the SpinCo Intellectual Property, including, as an Excluded Asset covered by this Section 2.2(b)(x), the Company Trademarks and the Intellectual Property listed in Section 2.2(b) of the Schedules;

(xi) all Technology, other than the SpinCo Technology in the form transferred (it being understood that copies of SpinCo Technology that are also used in or necessary for the operation of the Company Business shall be an Excluded Asset) (the “Retained Technology”);

(xii) all Assets (other than any Assets primarily related to the SpinCo Business) used or held for use by the Company or any of its Subsidiaries in connection with the provision of Overhead and Shared Services, including any proprietary tools and processes;

(xiii) all credit support from the Company or any of its Subsidiaries from which the SpinCo Business benefits;

(xiv) all Books and Records; provided that SpinCo shall be entitled to a copy of the SpinCo Business Records as provided in Section 4.1;

(xv) all rights that accrue or shall accrue to the Company or any member of the Company Group pursuant to this Agreement, the Merger Agreement or any Transaction Document;

(xvi) all prepaid expenses, credits, deposits, and advance payments, other than the SpinCo Prepaid Expenses;

(xvii) all rights to claims, defenses, causes of action, rights of recovery, rights of set-off, rights under warranties, rights to indemnities, rights to refunds, rights of recoupment, guarantees and all similar rights against third parties, in each case, to the extent relating to any other Excluded Asset or Excluded Liability;

(xviii) (A) all attorney-client privilege and attorney work-product protection of the Company or its Subsidiaries arising as a result of legal counsel representing the Company, and any of its Subsidiaries (including the SpinCo Entities) or the Additional Entities, in connection with the sale of the SpinCo Business and the transactions contemplated by the Merger Agreement, this Agreement and the other Transaction Documents, (B) all documents subject to attorney-client privilege and work-product protection described in the foregoing subsection (A), and (C) all documents maintained by the Company, its Subsidiaries or their respective Representatives in connection with the sale of the SpinCo Business, including the transactions contemplated by the Merger Agreement, this Agreement and the other Transaction Documents;

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(xix) all accounts, notes or loans payable recorded on the books of the Company or any of its Affiliates for goods or services purchased by the SpinCo Business from the Company or any of its Subsidiaries (other than the SpinCo Entities), or provided to the SpinCo Business by the Company or any of its Subsidiaries (other than the SpinCo Entities), or advances (cash or otherwise) or any other extensions of credit to the SpinCo Business from the Company or any of its Subsidiaries (other than the SpinCo Entities), whether current or non-current;

(xx) all Insurance Proceeds that the Company or any of its Subsidiaries has a right to receive, except to the extent that such Insurance Proceeds are primarily related to the SpinCo Business and are included in the calculation of Final Net Working Capital;

(xxi) all Retained Claims; and

(xxii) the Assets set forth in Section 2.2(b) of the Schedules; and

(xxiii) except for those Assets expressly identified as SpinCo Assets in clauses (i) through (xxii) of the definition of “SpinCo Assets,” all Assets of the Company or any of its Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed.

Section 2.3 Allocation of Liabilities.

(a) “SpinCo Liabilities” means all of the following Liabilities (other than Excluded Liabilities) of the Company or any of its Subsidiaries, or any of their respective predecessor companies or businesses:

(i) all Liabilities to the extent relating to, arising out of or resulting from the ownership, operation or conduct of the SpinCo Business, the SpinCo Assets, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Distribution Date, including any and all Liabilities in respect of any Actions related thereto;

(ii) all Liabilities arising out of or relating to any SpinCo Contracts;

(iii) all Liabilities arising under or relating to any SpinCo Intellectual Property, including the use thereof; (iv) all Liabilities assumed by, retained by or agreed to be performed by SpinCo or any of its Subsidiaries and Affiliates pursuant to the terms of the Merger Agreement, this Agreement or any other Transaction Document;

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(v) all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from any of the Disclosure Documents, other than information relating to the Company and its Subsidiaries with respect to the Company Business, whenever arising;

(vi) all Liabilities relating to, arising out of or resulting from the SpinCo Financing Agreements, whenever arising;

(vii) all Environmental Liabilities, to the extent relating to, arising out of or resulting from (A) the SpinCo Owned Real Property or the SpinCo Leased Real Property, except to the extent such Environmental Liability is attributable to any Company Business conducted at, or any Excluded Asset used, operated or stored at, or removed from, such real property, whether arising before or after the Distribution Date, or (B) the ownership or operation of the SpinCo Business, the SpinCo Assets (other than the SpinCo Owned Real Property or the SpinCo Leased Real Property), or the conduct of the SpinCo Business;

(viii) any Liabilities in respect of “integrated risk insurance,” with any accruals for such liabilities to be included in the Final Net Working Capital; and

(ix) all Liabilities relating to, arising out of or resulting from any Action with respect to the SpinCo Business, the SpinCo Assets.

The Parties acknowledge and agree that: (A) a single Liability may fall within more than one of clauses (i) through (viii) above; such fact does not imply that (1) such Liability shall be transferred more than once or (2) any duplication of such Liability is required and (B) with respect to this Section 2.3(a), Environmental Liabilities shall not fall within any clause other than clause (vii) above.

(b) For the purposes of this Agreement, “Excluded Liabilities” means the following Liabilities of the Company or any of its Subsidiaries, or any of their respective predecessor companies or businesses, other than SpinCo Liabilities:

(i) all Liabilities to the extent relating to, arising out of or resulting from the ownership, operation or conduct of the Excluded Assets (other than any Liabilities for which SpinCo or any member of the SpinCo Group expressly has responsibility pursuant to the terms of the Merger Agreement or any other Transaction Document, and other than Liabilities that are separately allocated pursuant to any other agreement or transaction related to Excluded Assets between the Company Group, on the one hand, and the SpinCo Group, on the other hand, including any commercial or other agreements unrelated to this Agreement, as applicable), including any Liability attributable to any Excluded Asset used, operated or stored at, or removed from, the SpinCo Owned Real Property or the SpinCo Leased Real Property, whether arising before or after the Distribution Date; (ii) any Liability attributable to any Company Business conducted at the SpinCo Owned Real Property or the SpinCo Leased Real Property, whether arising before or after the Distribution Date; and

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(iii) all Liabilities assumed by, retained by or agreed to be performed by the Company or any of its Subsidiaries (other than the SpinCo Entities) pursuant to the Merger Agreement, this Agreement or any other Transaction Document.

Section 2.4 Non-Transferred and Delayed Transferred Assets and Liabilities.

(a) Notwithstanding anything in this Agreement to the contrary, if (x) any SpinCo Asset cannot be assigned, transferred or conveyed to, or any SpinCo Liability cannot be assumed by, a member of the SpinCo Group without an Approval or Notification or (y) any Excluded Asset cannot be assigned, transferred or conveyed to, or any Excluded Liability cannot be assumed by a member of the Company Group without an Approval or Notification, and in either case such Approval or Notification has not been obtained or made prior to the Distribution Time, then, unless the Company and SpinCo shall mutually otherwise determine, such assignment, transfer, conveyance or assumption shall automatically be deemed to be deferred, with any such purported transfer, assignment, conveyance or assumption deemed null and void until such time as such Approval or Notification is obtained, as applicable. Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities shall continue to constitute SpinCo Assets and SpinCo Liabilities, and any such Excluded Assets or Excluded Liabilities shall continue to constitute Excluded Assets and Excluded Liabilities, for all other purposes of this Agreement. If and when the required Approval or Notification is subsequently obtained or made, as applicable, the relevant Asset will be automatically assigned, transferred and conveyed to, or the relevant Liability will be automatically assumed by, SpinCo or the Company, as applicable, or a member of the applicable Party’s respective Group designated by such Party without any further action required on the part of any Person, in accordance with the terms of this Agreement, the Merger Agreement and the other Transaction Documents. In furtherance of any such assignment, transfer, conveyance or assumption pursuant to this Section 2.4(a), and without any additional consideration therefor, each of SpinCo and the Company shall execute and deliver, and cause their Affiliates to execute and deliver, such documents and instruments (including any deeds, lease assignments, novations or other instruments of conveyance with respect to any real property interests required to effectuate the Real Property Separation Plan) as may be reasonably necessary to effect and/or evidence such assignment, transfer, conveyance or assumption, in each case to the extent reasonably requested by the other and mutually agreed between SpinCo and the Company (with all of such documents and instruments referred to collectively herein as the “Post-Distribution Transfer Documents”).

(b) Notwithstanding anything in this Agreement to the contrary, if it is reasonably necessary or appropriate to delay the transfer, assignment or conveyance to SpinCo or one or more of its Subsidiaries of any SpinCo Asset until the applicable Transition Support Termination to allow the Company or any of its Subsidiaries to perform their respective obligations under, or to otherwise carry out the contemplated transactions and activities contemplated, by the Transition Services Agreement (each such SpinCo Asset, a “Delayed Transferred Asset”), such Delayed Transferred Asset shall not be transferred, assigned or conveyed to SpinCo or any of its Subsidiaries at or prior to the Distribution Time.

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Upon the applicable Transition Support Termination, the relevant Delayed Transferred Asset shall be automatically assigned, transferred and conveyed to SpinCo or its Subsidiaries without any further action required on the part of any Party and without any additional consideration; provided, however, if, upon the Transition Support Termination, such Delayed Transferred Asset cannot be assigned or transferred to SpinCo without any Approval or Notification, the provisions of Section 2.4(a) and Section 2.1(d) shall apply.

Section 2.5 Shared Contracts.

(a) Except as otherwise provided in this Agreement or the Transaction Documents (including the Project Services Agreement and any sublease agreement governing a Shared Continuing Real Property), and except with respect to any Shared Contract that relates to services to be provided under the Transition Services Agreement or the Project Services Agreement, the Company and SpinCo will use their commercially reasonable efforts for a period ending twelve (12) months after the Distribution Date (or, if earlier, upon termination or expiration of each such Shared Contract) to separate any Shared Contract (or take such other action as may be reasonably agreed between the Company and SpinCo) so that the SpinCo Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from such Shared Contract to the extent related to the SpinCo Business, and the Company will retain the rights and benefits, and shall be subject to the Liabilities, with respect to arising from such Shared Contract to the extent related to the Company Business; provided that (x) neither Group shall be required to pay any amount to any third party (other than as provided for in the underlying Contract), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other Group) to any third party to obtain any such separation and (y) solely with respect to any such Shared Contract that is a framework agreement listed in Schedule 2.5(a) (the “Framework Agreements”), notwithstanding the generality of this Section 2.5(a), prior to the Closing the Company and Merger Partner shall cooperate in good faith to develop an appropriate mechanism pursuant to which, from and after the Closing, each of the Company and SpinCo shall continue to have access to their respective rights and benefits under such Framework Agreements and, to the extent the consent or approval of any counterparty under any Framework Agreement is required to implement such access mechanism, the Parties shall use their commercially reasonable efforts to obtain any such consent or approval. If a counterparty to any Shared Contract is entitled under the terms of such Shared Contract to consent to the separation of such Shared Contract and has not provided such consent, or if the separation of a Shared Contract has not been completed as of the Distribution Time for any other reason, then the Parties shall use their commercially reasonable efforts to develop and implement arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreement) to pass along to the SpinCo Group the benefits and the Liabilities of the portion of any such Shared Contract related to the SpinCo Business and to pass along to the Company Group the benefits and the Liabilities of the portion of such Shared Contract related to the Company Business, as the case may be. If and when any such consent is obtained, such Shared Contract will be separated in accordance with this Section 2.5(a). The Company and SpinCo shall equally bear any costs related to separating the Shared Contracts.

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(b) Except to the extent otherwise required by applicable Law, each of the Company and SpinCo shall, and shall cause its Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat the portion of each Shared Contract the rights and benefits of which inure to it or a member of its Group as Assets owned by, and/or Liabilities of, as applicable, it or the members of its Group, as applicable, and (ii) file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

(c) Except as otherwise agreed by the Company and SpinCo or as otherwise provided in this Agreement or any other Transaction Document, (i) with respect to any Permits issued prior to the Distribution Time that are an Excluded Asset, but that, as of immediately prior to the Distribution Time, provided rights or benefits that are reasonably required for the operation of the SpinCo Business and (ii) with respect to any SpinCo Permits issued prior to the Distribution Time that, as of immediately prior to the Distribution Time, provided rights or benefits that are reasonably required for the operation of the Company Business, in each case of clause (i) and (ii), the Parties shall use their commercially reasonable efforts to split, transfer, assign or convey such existing Permits, or apply for any new Permits, in each case as reasonably required to effectuate the Transactions.

Section 2.6 Termination of Intercompany Contracts; Settlement of Intercompany Payables and Receivables.

(a) Subject to Section 2.6(c) and except for (i) this Agreement, the Merger Agreement and the other Transaction Documents (and each other Contract expressly contemplated by this Agreement, any other Transaction Document or the Merger Agreement to be entered into or continued by the Company and SpinCo or any of the members of their respective Groups after the Distribution Time), (ii) as set forth on Schedule 2.6(a), (iii) with respect to payables, receivables or other intercompany accounts governed by Section 2.6(b) (collectively, “Intercompany Accounts”), and (iv) any Contracts to which any Person, other than the Company, SpinCo and their respective wholly owned Subsidiaries, is a party, in furtherance of the releases and other provisions of Section 5.1, SpinCo and each member of the SpinCo Group, on the one hand, and the Company and each member of the Company Group, on the other hand, hereby settle or terminate, effective as of (or prior to) the Distribution Time and without further payment or performance, all Contracts between or among SpinCo or any member of the SpinCo Group, on the one hand, and the Company or any member of the Company Group, on the other hand (such Contracts, “Intercompany Contracts” and together with the Intercompany Accounts, “Intercompany Contracts and Accounts”), that are effective or outstanding as of immediately prior to the Distribution Time, and such Contracts shall cease to have any further force and effect, such that no party thereto shall have any further obligations or Liabilities therefor or thereunder.

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(b) Except (i) as set forth on Schedule 2.6(b) (ii) to the extent accounted for in Net Indebtedness or Net Working Capital or (iii) for any payables, receivables or other intercompany accounts under any Transaction Document or the Merger Agreement, the Company shall, as of (or prior to) the Distribution Time, settle or eliminate all intercompany accounts existing prior to the Distribution Time, whether payables or receivables, between a member of the SpinCo Group, on the one hand, and a member of the Company Group, on the other hand, in each case with no further obligation or Liability of any member of SpinCo Group. Any such intercompany accounts that are settled after the Cut-Off Time but in connection with the Reorganization and the Distribution shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Cut-Off Time. Intercompany balances and accounts solely among any members of the SpinCo Group or any members of the Company Group shall not be affected by the provisions of this Section 2.6(b).

(c) The arrangements described in this Section 2.6 will be eliminated or satisfied, in the Company’s sole discretion, by way of repayment, capital contribution, distribution, forgiveness, offset, or any combination of the foregoing without any further Liability to, or obligation of, each of SpinCo or any member of the SpinCo Group, on the one hand, and the Company or any member of the Company Group, on the other hand. Following the Distribution Time, no Contract terminated pursuant to Section 2.6(a) (including any provision thereof that purports to survive termination) or intercompany Liability eliminated pursuant to Section 2.6(b) shall be of any further force or effect from and after the Distribution Time.

Section 2.7 Certain Adjustments.

(a) Certain Definitions.

(i) “Cash” shall mean the aggregate of all cash, cash equivalents, cash in transit, bank deposits, safe deposit boxes, demand accounts, investment accounts, certificates of deposit, checks, negotiable instruments, marketable securities, short-term deposits and other similar cash items.

(ii) “Estimated Net Indebtedness Adjustment” means (A) if the Estimated Net Indebtedness exceeds the Target Net Debt, then a positive amount equal to the full amount of such excess over the Target Net Debt, (B) if the Target Net Debt exceeds the Estimated Net Indebtedness, then a negative amount equal to the full amount of such excess over the Estimated Net Indebtedness or (C) zero, other than as set forth in clauses (A) and (B).

(iii) “Estimated Net Working Capital Adjustment” means (A) if the Estimated Net Working Capital exceeds the Target Net Working Capital, then a positive amount equal to the full amount of such excess over the Target Net Working Capital, (B) if the Target Net Working Capital exceeds the Estimated Net Working Capital, then a negative amount equal to the full amount of such excess over the Estimated Net Working Capital or (C) zero, other than as set forth in clauses (A) and (B).

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(iv) “Indebtedness” means, without duplication, in each case, with respect to the obligations of the SpinCo Entities and Additional Entities: (A) any indebtedness for borrowed money of the SpinCo Entities and Additional Entities, whether current, short-term or long-term, secured or unsecured, whether evidenced by bonds (other than letters of credit, surety bonds or bank guarantees), notes or debentures, (B) any obligations of the SpinCo Entities and Additional Entities in respect of letters of credit, surety bonds or bank guarantees, in each case to the extent funds have been drawn and are payable thereunder, (C) any obligations of the SpinCo Entities and Additional Entities, whether or not contingent, for deferred purchase price of property, including all “earn-out”, contingent purchase price or similar performance-based payment obligations under any Contract that relates to the acquisition of any business, asset or service (excluding any amounts that are included in the calculation of Net Working Capital), (D) any obligations of the SpinCo Entities and Additional Entities under or pursuant to leases that in accordance with GAAP are required to be capitalized, (E) obligations of the type described in clauses (A) through (D) of another Person to the extent secured by a Lien on the SpinCo Assets (excluding double-counting with respect to obligations of the SpinCo Entities and Additional Entities to the extent that such secured obligations otherwise constitute Indebtedness of the SpinCo Entities or Additional Entities hereunder), (F) (1) any severance obligations that are outstanding and unpaid as of the Closing, together with the employer portion of any Taxes payable with respect thereto, (2) all obligations in respect of unpaid and unfunded nonqualified deferred compensation plan liabilities as of the Closing, determined on a “plan-by-plan” basis, and not aggregated, and with respect to the Nonqualified Plan of KeyW Corporation (as defined in the Employee Matters Agreement), determined by treating the value of the company-owned life insurance policies held in the grantor trust associated with such plan as the aggregate amount of the death benefit under such policies, (3) any underfunding associated with the SpinCo UK Pension Plan (as defined in the Employee Matters Agreement), determined on a “technical provisions basis” and measured as of the most recent practicable date prior to the Distribution Time and (4) all cash dividends or dividened equivalents (as such term is used in the Employee Matters Agreement) on any SpinCo RSU Award (as defined in the Employee Matters Agreement) with respect to the portion of the vesting period elapsed prior to the Distribution Date, (G) all “single-trigger” change in control, retention or transaction bonus agreement or other payments that are or become payable by the Company Group to any current or former employee, officer, director or other individual service provider of the Company Group or the SpinCo Group solely as a result of the Reorganization, Distribution or Merger, together with the employer portion of any Taxes payable with respect thereto (excluding any liabilities or obligations arising (i) in connection with any arrangements entered into at the direction of Merger Partner or any of its Affiliates or (ii) as a result of both the Reorganization, Distribution or Merger and a termination of employment or continued service following the consummation of the Reorganization, Distribution or Merger), and (H) Transaction Expenses; provided, that Indebtedness shall not include any (i) intercompany indebtedness owing by one of the SpinCo Entities or Additional Entities to another of the SpinCo Entity or Additional Entities, (ii) Excluded Liabilities, (iii) Liabilities to be paid or extinguished pursuant to this Agreement in connection with the Distribution, (iv) any amount that would otherwise constitute Indebtedness in accordance with this definition, but which has been paid or otherwise extinguished prior to Closing and (v) any lease obligations that are treated as operating leases under GAAP for purposes of the statement of operations but capitalized on the balance sheet under ASC 842.

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(v) “Net Indebtedness” means an amount, which amount may be positive or negative, equal to (A) the aggregate Indebtedness of the SpinCo Entities and Additional Entities minus (B) the aggregate Cash of the SpinCo Entities and Additional Entities, in each case as of the Cut-Off Time (provided, however, that if the Indebtedness incurred to make the SpinCo Payment is borrowed before the Cut-Off Time and the SpinCo Payment is made before the Cut-Off Time, then clause (B) shall be increased by the amount of the SpinCo Payment).

(vi) “Net Working Capital” means, without duplication, as of 11:59 p.m. Eastern Time on the date prior to the Closing Date (the “Cut-Off Time”), an amount (which amount may be a positive or negative number) equal to (A) the current assets of the SpinCo Entities (and all Additional Entities and other joint ventures that are SpinCo Assets that are fully or partially consolidated) or included in the SpinCo Assets, minus (B) the current liabilities of the SpinCo Entities (and all Additional Entities and other joint ventures that are SpinCo Assets that are fully or partially consolidated) or included in the SpinCo Liabilities, in each case, which are included in the line item categories specifically identified in Exhibit A, but excluding (i) any deferred Tax assets, deferred Tax liabilities, income Tax assets, income Tax liabilities and contingent Tax liabilities, (ii) any current liabilities of the SpinCo Business for salary, vacation, incentive pay or other compensatory payments or benefits, in each case, solely to the extent that the Company or any of its Subsidiaries provides, or retains pursuant to the Transaction Documents the liability to provide after the Closing Date, such payments or benefits, (iii) all receivables and payables between one of the SpinCo Entities and another of the SpinCo Entities, (iv) Liabilities or payments that are expressly required to be paid at or following the Distribution by the Company or any of its Subsidiaries (other than any SpinCo Entities) pursuant to this Agreement, (v) amounts outstanding pursuant to intercompany accounts, arrangements, understandings or Contracts to be settled or eliminated at or prior to Closing pursuant to Section 2.6, (vi) the SpinCo Financing and any proceeds thereof, and the SpinCo Financing Fees, (vii) the Excluded Assets and Excluded Liabilities and (viii) Indebtedness, Transaction Expenses and Cash; provided that the proportionate share of current asset and current liabilities shall be included for any Additional Entities and other joint ventures that are SpinCo Assets that are partially consolidated. The Net Working Capital will be determined in accordance with the “Accounting Principles” set forth in Exhibit B.

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(vii) “Target Net Debt” means an amount, which is negative, equal to $(200,000,000).

(viii) “Target Net Working Capital” means $500,000,000.

(ix) “Transaction Expenses” means without duplication, to the extent not paid prior to the Distribution Time, all costs, fees and expenses incurred by the SpinCo Entities in connection with this Agreement, any other Transaction Document to which any SpinCo Entity is a party and the Merger Agreement and the consummation of the Transactions, in each case, payable to outside legal counsel, accountants, any brokers, finders or investment bankers set forth on Section 4.5 of the SpinCo Disclosure Schedule, or other brokers, finders or investment bankers and other representatives and consultants, but excluding any SpinCo Financing Fees.

(b) Estimated Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and Merger Partner a written report setting forth the Company’s good faith estimate of the Net Working Capital and Net Indebtedness as of the Cut-Off Time (such estimates, the “Estimated Net Working Capital” and the “Estimated Net Indebtedness”), prepared in conformity with the requirements of this Agreement, including the Accounting Principles and together with reasonable supporting documentation. The Company will reasonably cooperate with Merger Partner and its Representatives in connection with their review of such written report, including by (x) using commercially reasonable efforts to provide information reasonably necessary or useful in connection with their review of the written report as reasonably requested by Merger Partner, (y) reasonably considering in good faith any revisions to such written report proposed by Merger Partner and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and Merger Partner; provided that no comments provided by Merger Partner shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital or Estimated Net Indebtedness (or the calculations therein) unless agreed to by the Company.

(c) Within ninety (90) days following the Closing Date, SpinCo shall deliver to the Company a statement (the “Preliminary Adjustment Statement”) setting forth in reasonable detail SpinCo’s good faith calculation of the Net Working Capital and Net Indebtedness, together with reasonable supporting detail and prepared in conformity with the requirements of this Agreement, including the Accounting Principles.

(d) If the Company disagrees with SpinCo’s calculation of the Net Working Capital or the Net Indebtedness set forth in the Preliminary Adjustment Statement, the Company will deliver to SpinCo, within thirty (30) days after receipt by the Company of the Preliminary Adjustment Statement (the “Review Period”) a written statement describing each objection thereto and the Company’s calculation of the Net Working Capital or Net Indebtedness, including reasonable detail of each item or amount in dispute, the basis for such dispute and the supporting documentation, schedules and calculation (the “Notice of Disagreement”). The Company will be deemed to have agreed with all items and amounts contained in the Preliminary Adjustment Statement that are not specifically disputed in the Notice of Disagreement. If the Company does not deliver a Notice of Disagreement within the Review Period, the Company will be deemed to have irrevocably accepted the Preliminary Adjustment Statement, which will be the “Final Adjustment Statement” for purposes of the payment (if any) contemplated by Section 2.7(i).

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(e) If the Company delivers to SpinCo a Notice of Disagreement during the Review Period, the Company and SpinCo will attempt to resolve in good faith the matters contained in the Notice of Disagreement within thirty (30) days after SpinCo’s receipt of the Notice of Disagreement (the “Resolution Period”). If the Company and SpinCo reach a written resolution with respect to all such matters (if any) on or before the final day of the Resolution Period, the Preliminary Adjustment Statement, as modified by such resolution, will be the “Final Adjustment Statement” for purposes of the payment (if any) contemplated by Section 2.7(i). If such a resolution is not reached during the Resolution Period, the Company and SpinCo will promptly (no later than five (5) Business Days after the final day of the Resolution Period) retain a mutually agreeable nationally recognized accounting firm (the “Independent Accounting Firm”) and submit any unresolved objections covered by the Notice of Disagreement (the “Disputed Items”) to the Independent Accounting Firm for resolution in accordance with this Section 2.7(e). The Independent Accounting Firm shall act as an expert and not as an arbitrator. In no event shall the Company or SpinCo communicate (or permit any of its Affiliates or Representatives to communicate) with the Independent Accounting Firm without providing the other Party a reasonable opportunity to participate in such communication. The Company and SpinCo will reasonably cooperate with the Independent Accounting Firm during the term of its engagement. The Company and SpinCo will instruct the Independent Accounting Firm to (i) within thirty (30) days after submission of the Disputed Items, make a final determination with respect to each of the Disputed Items (and only the Disputed Items) that is (A) consistent with the terms of this Agreement, (B) not in excess of the higher, or less than the lower, of the amounts advocated by SpinCo in its Preliminary Adjustment Statement or by the Company in its Notice of Disagreement and (C) based solely on written submissions of the Company and SpinCo (i.e., not on the basis of an independent review) a copy of which shall simultaneously be provided to the other Party, and in accordance with procedures agreed to by the Parties and the Independent Accounting Firm and (ii) prepare and deliver to the Company and SpinCo a written statement setting forth its final determination (and a reasonably detailed description of the basis therefor) with respect to each Disputed Item (the “Independent Accounting Firm’s Report”). The Independent Accounting Firm’s determination with respect to each Disputed Item as reflected in the Independent Accounting Firm’s Report will be final, conclusive and binding absent fraud or manifest error. The Preliminary Adjustment Statement, as modified by any changes thereto in accordance with any adjustments agreed in writing between the Company and SpinCo during the Resolution Period and the Independent Accounting Firm’s Report, will be the “Final Adjustment Statement” for purposes of the payment (if any) contemplated by Section 2.7(i). The Independent Accounting Firm’s determination under this Section 2.7(e) shall be enforceable as an arbitral award, and judgment may be entered thereupon in any court having jurisdiction over the Party against which such determination is to be enforced.

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(f) Each of SpinCo and the Company will (i) pay its own respective costs and expenses incurred in connection with this Section 2.7 and (ii) be responsible for the fees and expenses of the Independent Accounting Firm in connection with this Section 2.7 on a pro rata basis based upon the inverse of the degree (measured in dollars) to which the Independent Accounting Firm has accepted the respective positions of SpinCo and the Company (which will be determined by the Independent Accounting Firm and set forth in the Independent Accounting Firm’s Report). For example, if the Independent Accounting Firm accepts seventy percent (70%) of the position of SpinCo, SpinCo will pay thirty percent (30%) of the fees and expenses of the Independent Accounting Firm and the Company will pay the remaining seventy percent (70%) of such fees and expenses.

(g) In connection with the matters set forth in this Section 2.7, during the Review Period and Resolution Period, if applicable, the Company and its Representatives shall, subject to execution of customary access letters (if applicable), be provided access to all relevant work papers, schedules and other supporting documents prepared by SpinCo or their Representatives and used in connection with the calculation of the Net Working Capital and Net Indebtedness set forth in the Preliminary Adjustment Statement and access, during normal business hours and upon reasonable notice and in a manner that does not adversely interfere with the conduct of SpinCo’s business, any other information in SpinCo’s possession that the Company reasonably requests, and SpinCo shall, and shall direct its Representatives to, cooperate reasonably with the Company and its Representatives in connection therewith.

(h) The Company and SpinCo agree that the procedures set forth in this Section 2.7 for resolving disputes with respect to the Preliminary Adjustment Statement and the calculation of Net Working Capital and Net Indebtedness shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce this Section 2.7, including any decision pursuant to the terms hereof by the Independent Accounting Firm in any court of competent jurisdiction. The substance of the Independent Accounting Firm’s determination shall not be subject to review or appeal, absent a showing of fraud or manifest error. It is the intent of the Parties to have any determination of Disputed Items by the Independent Accounting Firm proceed in an expeditious manner; provided, however, that any deadline or time period contained herein may be extended or modified by agreement of the Parties and the Parties agree that the failure of the Independent Accounting Firm to strictly conform to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Independent Accounting Firm.

(i) The Net Working Capital set forth in the Final Adjustment Statement is referred to herein as the “Final Net Working Capital”. Within five (5) Business Days after the determination of Final Net Working Capital pursuant to this Section 2.7, (i) if the Final Net Working Capital exceeds the Estimated Net Working Capital, SpinCo will pay to the Contributing Subsidiary the amount of such excess, by wire transfer of immediately available funds to one or more accounts designated in writing by the Company, or (ii) if the Estimated Net Working Capital exceeds the Final Net Working Capital, the Company shall cause the Contributing Subsidiary to pay to SpinCo the amount of such excess, by wire transfer of immediately available funds to one or more accounts designated in writing by SpinCo.

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(j) The Net Indebtedness set forth in the Final Adjustment Statement is referred to herein as the “Final Net Indebtedness”. Within five (5) Business Days after the determination of the Final Net Indebtedness pursuant to this Section 2.7, (i) if the Final Net Indebtedness exceeds the Estimated Net Indebtedness, the Company shall cause the Contributing Subsidiary to pay to SpinCo the amount of such excess, by wire transfer of immediately available funds to one or more accounts designated in writing by SpinCo, or (ii) if the Estimated Net Indebtedness exceeds the Final Net Indebtedness, SpinCo will pay to the Contributing Subsidiary the amount of such excess, by wire transfer of immediately available funds to one or more accounts designated in writing by the Company. Notwithstanding anything to the contrary in Section 2.7(i) or this Section 2.7(j), the payments in Section 2.7(i) and this Section 2.7(j) shall be netted against each other and the Party with the positive net payment obligation shall pay, or cause to be paid, such net obligation amount. Any payment pursuant to Section 2.7(i) and this Section 2.7(j) shall be treated as an adjustment to the SpinCo Payment for all U.S. federal (and applicable state, local and foreign) income tax purposes.

(k) The Final Net Working Capital and Final Net Indebtedness and all preliminary calculations in connection with this Section 2.7 shall be calculated in accordance with the Accounting Principles and shall not consider any events, changes, acts, decisions or developments that occurred after the Closing.

Section 2.8 Wrong Pockets; Mail and Other Communications; Payments.

(a) After the Distribution Time, if either SpinCo , on the one hand, or the Company, on the other hand, or any of their respective Subsidiaries becomes aware that any of the SpinCo Assets or SpinCo Liabilities have not been transferred, assigned or conveyed to, or assumed by, SpinCo or any of its Subsidiaries, as applicable, as required by this Agreement, or that any of the Excluded Assets or Excluded Liabilities have not been retained by or transferred, assigned or conveyed to the Company or any of its Subsidiaries (other than the SpinCo Entities), as applicable, as required by this Agreement, it will promptly notify the other Party and the Parties will cooperate in good faith to as promptly as reasonably practicable effect the transfer, assignment, conveyance or assumption of the relevant Asset or Liability to the appropriate Party at the expense of the Party who would have been responsible for the related expenses if such Asset or Liability had been transferred or assumed at or prior to the Distribution Time.

(b) After the Distribution Time, each of the Company, SpinCo and the members of their respective Groups may receive mail, packages, facsimiles, email and other communications properly belonging to the other (or the other’s Subsidiaries). Accordingly, each of the Company and SpinCo and the members of their respective Groups authorizes the Company and the other members of the Company Group, on the one hand, or SpinCo and the other members of the SpinCo Group, on the other hand, as the case may be, to receive and, if not unambiguously intended for such other Party (or any member of its Group) or any of such other Party’s (or any of its Group’s) officers or directors, open (acting solely as agent for the other Party), all mail, packages, facsimiles, email and other communications received by it, and to retain the same to the extent that they relate to the business of the receiving Party or, to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, facsimiles, email or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party.

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The provisions of this Section 2.8 are not intended to, and shall not be deemed to, constitute an authorization by any of the Company, SpinCo or the members of their respective Groups to (i) permit the other to accept service of process on its behalf and neither party is or shall be deemed to be the agent of the other for service of process purposes or (ii) waive any rights or privileges in respect of any such mail, package, facsimile, email or other communication or the information contained therein.

(c) The Company shall, or shall cause its applicable Subsidiary to, promptly pay or deliver to SpinCo (or its designated Affiliates) any monies or checks that have been sent to or that are received by the Company or any of its Subsidiaries after the Distribution Time, including by or from any customers, suppliers or other commercial counterparties of the SpinCo Business or the SpinCo Group, to the extent that they constitute SpinCo Assets.

(d) SpinCo shall, or shall cause its applicable Affiliate to, promptly pay or deliver to the Company (or its designated Subsidiaries) any monies or checks that have been sent to SpinCo or any of its Affiliates (including the SpinCo Business and the SpinCo Group) after the Distribution Time to the extent that they constitute an Excluded Asset.

(e) SpinCo agrees that from and after the Closing, SpinCo shall promptly, and in any event in accordance with the terms of the account purchase agreements set forth on Schedule 2.9(e) (the “Account Purchase Agreements”) as in effect immediately prior to the Distribution, transfer to the applicable counterparties to the Account Purchase Agreements any cash amounts received by SpinCo or any of its Affiliates (including the SpinCo Entities) in respect of receivables sold or transferred by the Company or its Affiliates (including the SpinCo Entities) prior to the Distribution pursuant to the Account Purchase Agreements to the extent such receivables were not included in the calculation of the Net Working Capital and such cash was not included in the calculation of Net Indebtedness.

Section 2.9 Disclaimer of Representations and Warranties. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND EACH MEMBER OF THE COMPANY GROUP), SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP), MERGER PARTNER AND MERGER PARTNER EQUITYHOLDER UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE MERGER AGREEMENT (AND EXCEPT FOR ANY MERGER PARTNER TAX REPRESENTATIONS OR COMPANY TAX REPRESENTATIONS), NO PARTY TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE MERGER AGREEMENT IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY HERETO OR THERETO IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY; AS TO ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY; OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE MERGER AGREEMENT TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.

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EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE MERGER AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD OR MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST.

Section 2.10 Termination of Overhead and Shared Services. SpinCo and Merger Partner acknowledge and agree that (a) the SpinCo Business currently receives from the Company and its Subsidiaries certain Overhead and Shared Services, (b) except as expressly provided in the Transition Services Agreement or in any sublease agreement governing a Shared Continuing Real Property, all Overhead and Shared Services shall cease at the Distribution Time, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Distribution Time, with no further obligation of the Company or any of its Subsidiaries, and (c) from and after the Distribution Time, SpinCo and Merger Partner (and their Affiliates) shall have no rights or Liabilities under any Shared Contracts that are not SpinCo Contracts, except to the extent set forth and in accordance with the terms and conditions of any Transaction Document or the Merger Agreement.

Section 2.11 Use of Marks.

(a) Except as expressly provided in this Section 2.11, following the Distribution Time, neither SpinCo, the SpinCo Group nor any of SpinCo’s other Affiliates shall use, or have or acquire the right to use or any other rights in the Company Trademarks. Within twenty (20) Business Days following the Distribution Time, SpinCo shall, and shall cause the SpinCo Group and each of SpinCo’s other Affiliates having a name, Trademark or Internet Property that includes a Company Trademark to change its name to a name that does not include any Company Trademark, including making any relevant legal filings.

(b) Except as provided in Section 2.11(a) (with respect to the change of Company Trademarks), the SpinCo Group retains a worldwide and royalty-free right to temporarily use the Company Trademarks following the Distribution Time, to the extent and in the same manner as used immediately prior to the Distribution Time, so long as SpinCo shall, and shall cause the SpinCo Group, to (i) immediately after the Distribution Time, cease to hold itself out as having any affiliation with the Company or any of its Affiliates and (ii) use reasonable efforts to minimize and eliminate use of the Company Trademarks by the SpinCo Group; provided, that, except as necessary to effectuate rights under Section 7.8, as soon as reasonably practicable after the Distribution Time (and in any event within one hundred eighty (180) days thereafter), SpinCo shall, and shall cause the SpinCo Group and each of SpinCo’s other Affiliates to (x) cease and discontinue use of all Company Trademarks, including as part of any Internet Property, and (y) complete the removal of the Company Trademarks from all products, services, platforms, websites, signage, vehicles, properties, technical information, stationery and promotional or other marketing materials and other assets. Nothing in this Agreement shall restrict or limit the SpinCo Group’s right to make use of any Company Trademarks (i) in a manner that constitutes “fair use” under applicable Law, (ii) as required by applicable Law or (iii) for neutral, non-trademark use, including in historical, tax and similar records and materials or otherwise to describe the history of the SpinCo Group or the SpinCo Business.

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Section 2.12 Background IP License.

(a) License to SpinCo. Effective as of the Distribution, and subject to the provisions hereof, the Company and its Subsidiaries (other than the SpinCo Entities) hereby grant to the SpinCo Entities a worldwide, fully paid-up, royalty-free, irrevocable, non-transferable (except as provided pursuant to Section 2.12(d)), perpetual, non-exclusive license under (i) the Patents that are owned by the Company and its Subsidiaries as of the Distribution Time and that are Practiced by the SpinCo Business as of the Distribution Time to make, have made, import, use, offer to sell, sell and otherwise provide any product or service, including to practice any method, process or procedures claimed in any such Patents, in each case, solely with respect to the SpinCo Business and (ii) all Intellectual Property (other than Patents, Trademarks and Registered IP) that are owned by Company and its Subsidiaries as of the Distribution and that are used in and related to the SpinCo Business, to use, reproduce, distribute, disclose, make, modify, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit the tangible SpinCo Assets, it being understood that the foregoing license does not and shall not require the delivery or disclosure to any SpinCo Entities of any tangible or intangible assets that are not SpinCo Assets. For the purpose of this Section, “Practice” means, with respect to a Patent, engaging in conduct that, absent a license of the scope set forth in Section 2.12(a)(i) or ownership thereof, would infringe a claim of such Patent.

(b) License to Company. Effective as of the Distribution, and subject to the provisions hereof, SpinCo and the other SpinCo Entities hereby grant to the Company and its Subsidiaries (other than the SpinCo Entities) a worldwide, fully paid-up, royalty-free, irrevocable, non-transferable (except as provided pursuant to Section 2.12(d)), perpetual, non-exclusive license under (i) the Patents included in the SpinCo Intellectual Property and that are Practiced by the Company Business as of the Distribution Time to make, have made, import, use, offer to sell, sell and otherwise provide any product or service, including to practice any method, process or procedures claimed in any such Patents, in each case, solely with respect to the Company Business; and (ii) the SpinCo Intellectual Property (other than Patents, Trademarks and Registered IP) to use, reproduce, distribute, disclose, make, modify, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit the Retained Technology, it being understood that the foregoing license does not and shall not require the delivery or disclosure to the Company or any Subsidiary of the Company (other than any SpinCo Entity) of any tangible or intangible assets that are SpinCo Assets.

(c) Sublicensing. Each Party and its Subsidiaries in its capacity as the licensee of the rights or licenses granted to it pursuant to under this Section 2.12 (“Licensee Party”) may sublicense the license and rights granted to it under Section 2.12(a)(ii) and Section 2.12(b)(ii), respectively, freely to a third party in connection with the operation of the Licensee Party’s business in the ordinary course or to a Divested Entity. The Patent licenses set forth in Section 2.12(a)(i) and Section 2.12(b)(i) are not sublicenseable, except as provided in Section 2.12(e).

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(d) Transfer of Licenses. Except as expressly set forth herein, no Licensee Party may assign or transfer the licenses granted to it pursuant to this Section 2.12 directly or indirectly, in whole or in part, whether voluntarily or involuntarily or by operation of law or otherwise, without the other Party’s prior written consent (which consent shall not be unreasonably conditioned, delayed or withheld). Notwithstanding the foregoing, a Licensee Party may assign, in whole or in relevant part, such licenses to a third party, or permit a third party to assume such license, in connection with any transfer of all or any part of the business or a product line of such Licensee Party (regardless of the form of transaction or series of transactions). Any assignment in violation of this Section 2.12(d) shall be null and void from the beginning.

(e) Rights to Subsidiaries.

(i) Any rights or licenses granted under this Section 2.12 extend to each entity that is a Party’s Subsidiary but only for so long as such entity is a Subsidiary and, accordingly, except as provided in Section 2.12(e)(ii) the license to such entity shall terminate upon such entity ceasing to be a Subsidiary of such Party.

(ii) Notwithstanding the limitations on sublicensing set forth in Section 2.12(c), if a Licensee Party divests a Subsidiary or business unit (including in a sale to a third party or in a public offering) such that such entity is no longer a Subsidiary (a “Divested Entity”), upon providing written notice of such divestiture to the other Party, the Licensee Party may grant the Divested Entity a sub-license under the licenses granted to the Licensee Party pursuant to this Section 2.12, but only in connection with the products and services offered by such Divested Entity at the time it ceased to be a Subsidiary of the Licensee Party, and natural evolutions of such products or services that are of the same general type. Such sublicense grant to a Divested Entity in accordance with the foregoing shall not affect or limit the licenses granted to any Licensee Party or the obligations and duties of any Licensee Party hereunder.

(f) Confidentiality. Notwithstanding the transfer or disclosure of any Technology or grant of any license to a Trade Secret or other proprietary right in confidential information to a Licensee Party hereunder, each Licensee Party agrees on behalf of itself and its Subsidiaries that (i) it (and each of its Subsidiaries) shall treat the Trade Secrets and confidential information licensed or disclosed to it hereunder with at least the same degree of care as they treat their own similar Trade Secrets and confidential information, but in no event with less than reasonable care, and (ii) neither Licensee Party (nor any of its Subsidiaries) may use or disclose such Trade Secrets or confidential information, as applicable, except in accordance with its respective license granted in this Section 2.12. Nothing herein will limit either Party’s ability to enforce its rights against any third party that misappropriates or attempts to misappropriate any Trade Secret or confidential information from it, regardless of whether it is an owner or licensee of such Trade Secret or confidential information.

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(g) Rights in Bankruptcy. All rights and licenses granted to a Party as licensee hereunder are, for purposes of section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of intellectual property within the scope of section 101 of the Bankruptcy Code. The licensor acknowledges that the licensee, as a licensee of such rights and licenses hereunder, will retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C. § 365(c)(1) or successor provisions to the effect that applicable Law excuses such Party from accepting performance from or rendering performance to an entity other than the debtor or debtor-in-possession as a basis for opposing assumption of this Agreement in a case under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor statute.

Section 2.13 Removal of Excluded Assets and SpinCo Assets.

(a) The Company shall, or shall cause one of its Subsidiaries to, remove any Excluded Assets from the SpinCo Owned Real Property and the SpinCo Leased Real Property within one hundred eighty (180) days following the Distribution Date, unless the Excluded Asset will be used by SpinCo or its Affiliates in connection with any services to be provided under any Transaction Document or the Merger Agreement, in which case, such removal will occur within one hundred eighty (180) days following the termination or expiration of the relevant term of (or relevant service set forth in) the applicable Transaction Document or the Merger Agreement. Following the Distribution Time, SpinCo shall provide the Company and its Subsidiaries reasonable access and assistance during normal business hours upon reasonable prior written notice, to permit the removal of such Excluded Assets (including any such Excluded Assets identified after such one hundred eighty (180) day period). Except with respect to claims arising from the gross negligence or willful misconduct of SpinCo or its Affiliates, neither SpinCo nor any of its Affiliates shall have any Liability to the Company or its Subsidiaries in connection with the storage at, or removal from, the SpinCo Owned Real Property or SpinCo Leased Real Property of such Excluded Assets.

(b) SpinCo shall, or shall cause its Affiliates to, remove any SpinCo Assets located at any facility of the Company or its Subsidiaries that is an Excluded Asset, within one hundred eighty (180) days following the Distribution Date, unless the SpinCo Asset would reasonably be expected to be used by the Company or its Subsidiaries in connection with any Transaction Document, in which case, such removal will occur within one hundred eighty (180) days following the termination or expiration of the relevant term of (or relevant service set forth in) the applicable Transaction Document. Following the Distribution Time, the Company will provide SpinCo reasonable access and assistance during normal business hours upon reasonable prior written notice to permit the removal of such SpinCo Assets (including any such SpinCo Assets identified after such one hundred eighty (180) day period). Except with respect to claims arising from the gross negligence or willful misconduct of the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries shall have any Liability to SpinCo or its Affiliates in connection with the storage at, or removal from, any of such facilities of the Company or its Subsidiaries of such SpinCo Assets. Risk of loss with respect to the SpinCo Assets will pass to SpinCo at the Distribution Time.

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(c) Upon the removal of assets pursuant to this Section 2.12, the removing Party will, at its sole cost and expense, restore the areas of such facilities in which the removed assets were located (and any other areas of such facilities that were impacted or damaged in connection with such removal) to a broom clean and safe condition, including by (i) safely capping supply and discharge lines (electrical, liquids, gas, etc.) to the logical distribution or junction points, (ii) repairing any damage or holes to concrete, floors, walls, roofs, ceilings or other portions of any real property resulting from the removal of such SpinCo Assets or Excluded Assets, as applicable, therefrom after the Closing Date.

(d) Notwithstanding anything in this Section 2.12, if the storage, use, transfer or removal of any Excluded Asset or SpinCo Asset is otherwise expressly addressed in any Transaction Document, the terms of such Transaction Document will control to the extent in conflict with the terms of this Agreement.

Section 2.14 Guarantees.

(a) From and after the Distribution, SpinCo shall indemnify and hold harmless the members of the Company Group against any Liabilities that the members of the Company Group suffer, incur or are liable for by reason of or arising out of or in consequence of (i) the members of the Company Group issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation to the extent relating to the SpinCo Business or the SpinCo Entities (collectively, the “Company Guarantees”), (ii) any claim or demand for payment made on a member of the Company Group with respect to any of the Company Guarantees or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Company Guarantees, and shall reimburse the members of the Company Group for any fees or expenses reasonably incurred in connection with any of the foregoing clauses (i) through (iii). Not in limitation of the foregoing, the members of the Company Group may terminate any or all Company Guarantees. At the request of the Company, SpinCo shall provide the members of the Company Group with a letter of credit or bond in an amount directed by the Company equal to the members of the Company Group’s aggregate potential Liability in respect of the Company Guarantees for which the members of the Company Group may be indemnified or reimbursed pursuant to this Section 2.14. With respect to any Company Guarantee, the Company and each of its Affiliates is referred to as a “Guarantee Indemnified Party” for purposes of this Section 2.14.

(b) From and after the Distribution, the Company shall indemnify and hold harmless members of the SpinCo Group against any Liabilities that members of the SpinCo Group suffer, incur or are liable for by reason of or arising out of or in consequence of (i) the members of the SpinCo Group issuing, making payment under, being required to pay or reimburse the issuer of, or being a party to, any guarantee, indemnity, surety bond, letter of credit, letter of comfort, commitments or other similar obligation to the extent relating to the Company Business (collectively, the “SpinCo Entity Guarantees” and, together with the Company Guarantees, the “Guarantees”), (ii) any claim or demand for payment made on a member of the SpinCo Group or any of its Affiliates with respect to any of the SpinCo Entity Guarantees or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any SpinCo Entity Guarantees, and shall reimburse the members of the SpinCo Group for any fees or expenses reasonably incurred in connection with any of the foregoing clauses (i) through (iii).

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Not in limitation of the foregoing, upon and after the Distribution, the members of the SpinCo Group may terminate any or all SpinCo Entity Guarantees. At the request of SpinCo, the Company shall provide the members of the SpinCo Group with a letter of credit or bond in an amount directed by Merger Partner equal to the members of the SpinCo Group’s aggregate potential Liability in respect of the SpinCo Entity Guarantees for which the members of the SpinCo Group may be indemnified or reimbursed pursuant to this Section 2.14. With respect to any SpinCo Entity Guarantee, each member of the SpinCo Group and its Affiliates is referred to as an “Guarantee Indemnified Party” for purposes of this Section 2.14.

(c) Without limiting Section 2.14(a) in any respect, SpinCo (in the case of any Company Guarantee) and the Company (in the case of any SpinCo Entity Guarantee) shall use its reasonable best efforts, at its sole expense, to cause itself or its Affiliates to be substituted in all respects for the Guarantee Indemnified Party, and for the Guarantee Indemnified Party to be released in respect of, or otherwise terminate (and cause the Guarantee Indemnified Party to be released in respect of), all obligations of the Guarantee Indemnified Party under each Company Guarantee or SpinCo Entity Guarantee, as applicable (including, in each case, by delivering at the Distribution or as promptly as practicable thereafter (i) executed agreements to assume reimbursement obligations for such Guarantees, (ii) executed instruments of guaranty, letters of credit or other documents requested by any banks, customers or other counterparties with respect to such Guarantees, and (iii) any other documents requested by the Company (in the case of any Company Guarantee) or SpinCo (in the case of any SpinCo Entity Guarantee) in connection with such party’s obligations under this Section 2.14). In furtherance and not in limitation of the foregoing, at the request of a Guarantee Indemnified Party, SpinCo (in the case of the Company Guarantees) and the Company (in the case of the SpinCo Entity Guarantees) shall and shall cause its Affiliates to assign or cause to be assigned any Contract underlying such Guarantee to a Subsidiary of SpinCo (in the case of the Company Guarantees) or the Company (in the case of the SpinCo Entity Guarantees) meeting the applicable net worth and other requirements in such Contract to give effect to the provisions of the preceding sentence. For any Guarantees for which SpinCo or any SpinCo Entity (in the case of a Company Guarantee) or the Company or any of its Affiliates (in the case of a SpinCo Entity Guarantee), as applicable, is not substituted in all respects for the Guarantee Indemnified Party (or for which the Guarantee Indemnified Party is not released) effective as of the Distribution and that cannot otherwise be terminated effective as of the Distribution (with the Guarantee Indemnified Party to be released in respect thereof), each of SpinCo (in the case of a Company Guarantee) and the Company (in the case of a SpinCo Entity Guarantee), shall continue to use its best efforts and shall cause its Affiliates to use their best efforts to effect such substitution or termination and release after the Distribution. Without limiting the foregoing, neither SpinCo (in the case of a Company Guarantee) nor the Company (in the case of a SpinCo Entity Guarantee) shall, or shall permit any of its Affiliates to, extend or renew any Contract containing or underlying a Guarantee unless, prior to or concurrently with such extension or renewal, SpinCo or the SpinCo Entities (in the case of a Company Guarantee) or the Company or any of its Affiliates (in the case of a SpinCo Entity Guarantee) are substituted in all respects for the Guarantee Indemnified Party, and the Guarantee Indemnified Party is released, in respect of all obligations of the Guarantee Indemnified Party under such Guarantee.

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In the event that either party or any of its Affiliates or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties, assets or Equity Interests to any Person, then, in each case, proper provision shall be made so that the successors and assigns of such party or its Affiliates, as the case may be, shall succeed to the obligations of this Section 2.14.

Section 2.15 Bulk Sales. Each of the Company and SpinCo hereby waives compliance by each and every member of the SpinCo Group or the Company Group, respectively, 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 assignment, transfer or conveyance of any or all of the Excluded Assets to any member of the Company Group or the SpinCo Assets to any member of the SpinCo Group.

Section 2.16 Works Council Matters; France.

(a) The Company, SpinCo and Merger Partner acknowledge that, under French labor Laws, one or more works councils of the Company and/or one or more of its Subsidiaries that own French SpinCo Assets or directly conduct the French SpinCo Business (such Subsidiaries, collectively, the “French Companies”) will need to be informed and consulted with respect to (i) the offer made by SpinCo to (A) acquire the assets meeting the criteria set forth in the definition of “SpinCo Assets” that are located in France and are owned by the Transferring French Entities (the “French SpinCo Assets”), and acquire the SpinCo Business conducted by the Transferring French Entities (the “French SpinCo Business”) and (B) assume the liabilities meeting the criteria set forth in the definition of “SpinCo Liabilities” related to the French SpinCo Business (the “French SpinCo Liabilities”) and (ii) the consequences of the Merger on the French Companies. Notwithstanding anything to the contrary in this Agreement, unless and until the Company (or its relevant Subsidiaries) has executed and delivered to SpinCo the France Acceptance Notice (as defined below and which shall not occur until the end of the relevant consultation process, i.e., until the applicable works council has rendered an opinion in writing or until the applicable works councils are deemed to have been consulted and to have rendered a negative opinion, in accordance with the applicable provisions of the Laws of France), the French SpinCo Assets, the French SpinCo Business and the French SpinCo Liabilities will not be considered to constitute part of the SpinCo Assets, SpinCo Business or SpinCo Liabilities respectively.

(b) On the terms and conditions set forth in the offer letter executed as of the date hereof between SpinCo and Jacobs Engineering Group, Inc. (the “French Offer Letter” and the offer set forth therein, the “French Offer”), SpinCo has irrevocably offered to acquire the French SpinCo Assets and the French SpinCo Business and assume the French SpinCo Liabilities, in each case, upon the acceptance of the French Offer by the Company as if they were part of the definitions of SpinCo Assets, SpinCo Business and SpinCo Liabilities respectively hereunder.

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Subject to acceptance of the French Offer by the Company following the completion of the information/consultation process described herein, and upon delivery to SpinCo of notice of acceptance of the French Offer (the “France Acceptance Notice”), this Agreement shall apply fully to the French SpinCo Assets, the French SpinCo Business and the French SpinCo Liabilities, and the French SpinCo Assets, the French SpinCo Business and the French SpinCo Liabilities shall be included in the definitions of SpinCo Assets, SpinCo Business and SpinCo Liabilities respectively hereunder and subject to all terms of this Agreement related thereto. It is understood that in entering into this Agreement and the Merger Agreement, the Company is not in any regard bound to accept SpinCo’s irrevocable offer as set out in the French Offer Letter.

(c) The Company, SpinCo and Merger Partner acknowledge and agree that (i) the conditions to the transfer of the French SpinCo Assets and the French SpinCo Business or assumption of the French SpinCo Liabilities set forth in the French Offer Letter may be satisfied after the conditions to the Reorganization and the Distribution contained in this Agreement, and the conditions to the Merger contained in the Merger Agreement have otherwise been satisfied (and that the fact that the conditions of the French Offer Letter have not been satisfied shall not serve to cause any condition to the Reorganization or the Distribution contained in this Agreement, or the conditions to the Merger contained in the Merger Agreement, to not be satisfied), (ii) the Reorganization, Distribution, the Merger and the Closing shall take place in accordance with their terms (but excluding the French SpinCo Assets, the French SpinCo Business and French SpinCo Liabilities), and (iii) the consummation of the acquisition of the French SpinCo Assets and the French SpinCo Business and assumption of the French SpinCo Liabilities (the “France Closing”) shall occur in accordance with the terms of the French Offer Letter. The Company, SpinCo and Merger Partner further acknowledge and agree that all actions and documents relating to the transfer of the French SpinCo Assets, the French SpinCo Business and French SpinCo Liabilities shall not be required to be taken or delivered at the Closing but only at the France Closing.

(d) If the France Closing is unable to occur concurrently with or prior to the Distribution, the fact that the French SpinCo Assets, the French SpinCo Business and the French SpinCo Liabilities have not been transferred or assumed by SpinCo shall not result in any change to the consideration delivered by SpinCo under the Merger Agreement or in the calculation of the SpinCo Payment. If the France Closing occurs after the Closing, on the date of the France Closing, SpinCo shall deliver, or cause to be delivered any documents relating to the transfer of the French SpinCo Assets and the French SpinCo Business and assumption of the French SpinCo Liabilities as applicable in accordance with the terms of this Agreement as if the French SpinCo Assets and the French SpinCo Liabilities were SpinCo Assets and SpinCo Liabilities.

Section 2.17 Real Property Matters. In furtherance and not in limitation of the requirements of Section 2.1, the Company, SpinCo and Merger Partner shall, and shall each cause their applicable Subsidiaries to, use commercially reasonable efforts to cooperate with each other in order to develop and substantially implement a separation plan (the “Real Property Separation Plan”) for all of the Shared Existing Real Property, a material set of which is set forth on Schedule 2.17 to allocate such Shared Existing Real Property between the Company and its Affiliates, on the one hand, and SpinCo and its Affiliates, on the other hand, as of the Distribution Date as promptly as practicable following the date of this Agreement.

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In connection therewith, the Parties will enter into commercially reasonable and lawful arrangements prior to or in connection with the Distribution such that, immediately following the Distribution or, if applicable, the end of any applicable service period under the Transition Services Agreement, the Shared Existing Real Property will be a SpinCo Asset or an Excluded Asset, including, in some cases, such that some of which may be Shared Continuing Real Property. To the extent that the Real Property Separation Plan is not completed as of the Distribution Date, Section 2.4(a) shall apply in so far as the Real Property Separation Plan has not been consummated in respect of any individual Shared Existing Real Property.

ARTICLE III

THE DISTRIBUTION

Section 3.1 Actions at or Prior to the Distribution Time. Prior to the Distribution Time and subject to the terms and conditions set forth herein, the following shall occur:

(a) Securities Law Matters.

(i) SpinCo shall cooperate with the Company to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. The Company shall be permitted to reasonably direct and control the efforts of SpinCo in connection with the Distribution, and SpinCo shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by the Company in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and the other Transaction Documents.

(ii) SpinCo and the Company, as applicable, shall file the Disclosure Documents and any amendments or supplements thereto as may be necessary or advisable in order to cause the Disclosure Documents to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. The Company and SpinCo shall prepare and mail or otherwise make available, prior to any Distribution Date, to the holders of Company Common Stock, such information concerning SpinCo, Merger Partner, their respective businesses, operations and management, the Distribution and such other matters as the Company shall reasonably determine and as may be required by Law. The Company and SpinCo will prepare, and SpinCo and the Company, as applicable, will, to the extent required by applicable Law, file with the SEC, any such documentation and any requisite no-action letters that the Company determines are necessary or desirable to effectuate the Distribution, and the Company and SpinCo shall use their respective reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. The Company and SpinCo shall take all such actions as may be necessary or appropriate under the securities or “blue sky” Laws of states or other political subdivisions of the United States and shall use commercially reasonable efforts to comply with all applicable foreign securities Laws in connection with the transactions contemplated by this Agreement, the Merger Agreement and the other Transaction Documents.

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Merger Partner shall cooperate with the Company and SpinCo with respect to the filing of the Disclosure Documents and any amendments or supplements thereto as may be necessary or advisable in order to cause the Disclosure Documents to become and remain effective as required by the SEC or federal, state or other applicable securities Laws, including by providing any information with respect to Merger Partner to be included therein, in each case, consistent with the obligations in the Merger Agreement.

(b) Stock Exchange Matters.

(i) The Company shall 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.

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

(c) Cash Reduction; Contribution.

(i) Without limiting the requirements of Section 2.6, prior to the Distribution Time, the Company may, and may cause the members of the Company Group and the SpinCo Group to, take such actions as the Company deems advisable to minimize or reduce the amount of cash and cash equivalents remaining in any accounts held by or in the name of a member of the SpinCo Group as of the Distribution Time (the “Available Cash” ); provided that the Company shall not, and shall not permit any member of the Company Group or SpinCo Group to, remove cash and cash equivalents (A) in an amount that would result in a violation of the minimum capital required by Law to be held by a SpinCo Entity, if any such requirement is applicable, or (B) in a manner that would materially and adversely impair the ability of a SpinCo Entity to operate in the ordinary course immediately after the Closing, as reasonably determined by the Company in consultation with Merger Partner.

(ii) Prior to the Distribution, in partial consideration for the transfer of the SpinCo Assets to SpinCo in the Contribution, (A) SpinCo shall issue to the Contributing Subsidiary additional shares of SpinCo Common Stock such that the number of shares of SpinCo Common Stock outstanding as of immediately prior to the Distribution Time shall be equal to the sum of (x) the number of shares of SpinCo Common Stock necessary to effect the Distribution and (y) the number of Retained shares, and (B) SpinCo (or an Affiliate thereof identified by the Company) shall transfer to the Contributing Subsidiary cash in an aggregate amount equal to $1,000,000,000, plus the Estimated Net Working Capital Adjustment minus the Estimated Net Indebtedness Adjustment (the “SpinCo Payment”), in immediately available funds to one or more accounts designated by the Company.

(d) SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, the Company and SpinCo shall take all necessary actions so that, as of the Distribution, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws of SpinCo, respectively, and, subject and pursuant to Section 2.4 of the Merger Agreement, the Surviving Entity.

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

Section 3.2 Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or waived by the Company, in whole or in part, in its sole discretion (other than the condition set forth in Section 3.2(a), which, prior to the termination of the Merger Agreement, may not be waived without Merger Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed):

(a) the SEC shall have declared effective the Form 10, no 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;

(b) the Reorganization shall have been completed substantially in accordance with the Separation Step Plan (other than any steps that are expressly contemplated to occur at or after the Distribution);

(c) the actions set forth in Section 3.1(c)(ii) shall have been consummated or satisfied;

(d) an independent appraisal firm shall have delivered one or more opinions to the Company Board confirming the solvency of SpinCo and the solvency and surplus of the Company, in each case after giving effect to the consummation of the SpinCo Financing and the SpinCo Payment and the consummation of the Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law); and such opinions shall be reasonably acceptable to the Company in form and substance in the Company’s sole discretion; and such opinions shall not have been withdrawn, rescinded or modified in any respect materially adverse to the Company;

(e) the Company shall have received the Distribution Tax Opinions from WLRK and the Company Accounting Firm, as applicable (provided that the condition in this Section 3.2(e) shall not apply with respect to any Distribution Tax Opinion to the extent that any such matters are addressed by an IRS Ruling);

(f) the Company shall have received the IRS Ruling, and such IRS Ruling shall continue to be valid and in full force and effect;

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(g) the SpinCo Common Stock to be distributed to the Company stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution; (h) the conditions set forth in Article VIII of the Merger Agreement (other than in Section 8.1(b) of the Merger Agreement) shall have been satisfied or validly waived, in each case other than those conditions that, by their nature, are to be satisfied substantially contemporaneously with the Distribution and/or the Merger; provided that such conditions are capable of being satisfied at such time; and

(i) Merger Partner shall have irrevocably confirmed to the Company that each condition in Section 8.1 and Section 8.3 of the Merger Agreement (other than in Section 8.1(b) thereof) to Merger Partner’s obligations to effect the Merger (i) has been satisfied, (ii) will be satisfied at the time of the Distribution and/or the Merger, or (iii) subject to applicable Laws is or has been waived by Merger Partner.

Each of the foregoing conditions is for the sole benefit of the Company and shall not give rise to or create any duty on the part of the Company or the Company Board to waive or not to waive any such condition in this Agreement or the Merger Agreement, or in any way limit the Company’s rights of termination set forth in this Agreement or the Merger Agreement; provided, however, that the foregoing shall not limit the Company’s rights under the Merger Agreement.

Section 3.3 The Distribution.

(a) The Company Board, in accordance with applicable Law, shall establish (or designate Persons to establish) a Record Date and the Distribution Date, and the Company shall establish appropriate procedures in connection with, and to effectuate in accordance with applicable Law, the Distribution. All shares of SpinCo Common Stock held by the Contributing Subsidiary on the Distribution Date (other than the Retained Shares) shall be distributed to the holders of record of Company Common Stock in the manner determined by the Company and in accordance with Section 3.3(f). In accordance with Section 3.3(f), each holder of Company Common Stock on the Record Date (a “Record Holder”) shall be entitled to receive, in respect of the aggregate number of shares of Company Common Stock held by such holder on the Record Date, a number of shares of SpinCo Common Stock equal to (i) the total number of shares of SpinCo Common Stock held by the Company on the Distribution Date (excluding the Retained Shares), multiplied by (ii) a fraction, the numerator of which is the number of shares of Company Common Stock held by such holder on the Record Date and the denominator of which is the total number of shares of Company Common Stock outstanding on the Record Date, which number of shares of SpinCo Common Stock shall be rounded down to the nearest whole number.

(b) Fractional shares distributed in connection with the Distribution shall not be delivered to Record Holders or credited to book-entry accounts, 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 SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.3(b), would be entitled to receive a fractional share interest of a share of SpinCo Common Stock pursuant to the Distribution, shall be paid in cash, without any interest thereon, as hereinafter provided.

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As soon as practicable after the Effective Time, the Company shall direct the Distribution Agent to determine the number of whole and fractional shares of SpinCo Common Stock 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 the then-prevailing 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 brokers fees and commissions. None of the Company, SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock sold in accordance with this Section 3.3(b). Neither the Company nor SpinCo 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 the Company or SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.3(b) and Section 3.3(c), the beneficial owner of shares of Company Common Stock 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.

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

(d) None of the Parties, nor any of their Affiliates shall be liable to any Person in respect of any shares of SpinCo Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) The Company, SpinCo, the Distribution Agent, or any other applicable withholding agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the Code or any provision of state, local, foreign or other Tax Law. Any deducted or withheld amounts will be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

(f) Upon the consummation of the Distribution, the Company shall deliver to the Distribution Agent, a global certificate or book-entry authorization representing the SpinCo Common Stock being distributed in the Distribution for the account of the Company’s stockholders that are entitled thereto. The Distribution Agent shall hold such shares for the account of the Company’s stockholders.

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Section 3.4 Authorization of SpinCo Common Stock to Accomplish the Distribution. Prior to the Distribution, the Company and SpinCo shall take all necessary action required to file a Certificate of Amendment to the Certificate of Incorporation of SpinCo with the Secretary of State of the State of Delaware, to increase the number of authorized shares of SpinCo Common Stock and make such other amendments as may be necessary or advisable in order to cause there to be issued and outstanding the number of shares of SpinCo Common Stock necessary to effect the Distribution.

Section 3.5 Release of Security. The Company shall, at its sole cost and expense, use reasonable best efforts to cause any Security Interest on any SpinCo Asset or Equity Interests of SpinCo that serves as collateral or security for any indebtedness of any member of the Company Group (other than a SpinCo Entity) to be unconditionally released and discharged (any such unconditional release and discharge, a “Discharge”), prior to the Distribution. If any such Security Interest is not so Discharged prior to the Distribution, the Company shall, at its sole cost and expense, use reasonable best efforts to cause such Security Interest to be Discharged as promptly as reasonably possible thereafter. Any loss of, or Liabilities resulting from restrictions on the use of, the underlying asset arising from the failure of any such Security Interest to be Discharged shall constitute an Excluded Liability.

ARTICLE IV

ACCESS TO INFORMATION

Section 4.1 Delivery of SpinCo Business Records. Prior to the Distribution Time, the Company and Merger Partner shall work together in good faith to determine procedures for the delivery by the Company to SpinCo of a copy of the SpinCo Business Records following the Distribution Time (the “Agreed Procedures”), which Agreed Procedures will also apply to the delivery by SpinCo to the Company of a copy of any Books and Records other than the SpinCo Business Records (the “Company Business Records”); provided that, unless otherwise mutually agreed by the Parties, the Company and SpinCo will only be required to provide SpinCo Business Records, or Company Business Records, as applicable, in accordance with Schedule 4.1. Following the Distribution Time, the Company shall, and shall cause its Subsidiaries to, deliver the SpinCo Business Records in accordance with the Agreed Procedures. The Company will only be required to deliver SpinCo Business Records as contemplated by this Section 4.1. The Company shall have the right to retain, following the Distribution Time, copies of any SpinCo Business Records that the Company in good faith determines it or any of its Subsidiaries is reasonably likely to need access for bona fide business or legal purposes, provided that they shall be treated as SpinCo Confidential Information.

Section 4.2 Delivery of Company Business Records. Following the Distribution Time, SpinCo shall, and shall cause its Subsidiaries to, deliver all Company Business Records in accordance with the Agreed Procedures. SpinCo will only be required to deliver Company Business Records as contemplated by this Section 4.2. SpinCo shall have the right to retain, following the Distribution Time, copies of Company Business Records that SpinCo in good faith determines it or any of its Subsidiaries is reasonably likely to need access for bona fide business or legal purposes, provided that they shall be treated as Company Confidential Information.

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Section 4.3 Access to Business Records.

(a) From and after the Distribution Date for a period consistent with such Party’s bona fide record retention policies, each of SpinCo and the Company, on behalf of its respective Group, will (i) use commercially reasonable efforts to maintain the SpinCo Business Records in accordance with such Party’s bona fide record retention policies and (ii) provide the other Party and its Representatives reasonable access to the SpinCo Business Records relating to periods prior to the Closing for any reasonable purpose; provided that, except as provided otherwise in the Transition Services Agreement, the Merger Agreement or any other Transaction Document, neither Party shall be required to provide the requesting Party with access to any of such Party’s information technology systems to review any SpinCo Business Records. All access to SpinCo Business Records, personnel and assistance provided pursuant to this Section 4.3 following the Distribution Date will be (x) conducted during normal business hours upon reasonable advance notice to the Party providing access, (y) conducted in such a manner as not to interfere unreasonably with the normal operations of the businesses of the Party and its Affiliates providing access, and (z) conducted at the accessing Party’s sole cost and expense (which cost and expense shall be reasonable, and shall include for this purpose a reasonable allocation for the time used by employees of the Party provided access). The Party providing access will have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 4.3.

(b) From and after the Distribution Date for a period consistent with SpinCo’s bona fide record retention policies, SpinCo, on behalf of the SpinCo Group, will (i) use commercially reasonable efforts to maintain the Company Business Records in accordance with its bona fide record retention policies and (ii) provide the Company and its Representatives reasonable access to the Company Business Records relating to periods prior to the Closing for any reasonable purpose; provided that, except as provided otherwise in the Transition Services Agreement, the Merger Agreement or any other Transaction Document, SpinCo shall not be required to provide the Company with access to any of SpinCo’s information technology systems to review any Company Business Records. All access to Company Business Records, personnel and assistance provided pursuant to this Section 4.3 following the Distribution Date will be (x) conducted during normal business hours upon reasonable advance notice to the Party providing access, (y) conducted in such a manner as not to interfere unreasonably with the normal operations of the businesses of the Party and its Affiliates providing access, and (z) conducted at the accessing Party’s sole cost and expense (which cost and expense shall be reasonable, and shall include for this purpose a reasonable allocation for the time used by employees of the Party provided access). The Party providing access will have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 4.3.

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(c) Without limiting the generality of the foregoing, until the second (2nd) Company fiscal year-end occurring after the Distribution Date, each of the Company and SpinCo shall use its commercially reasonable efforts to cooperate with the other’s Books and Records requests to enable (i) the Company or SpinCo, as applicable, 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, and in connection with any incurred cost submission audits, business system audits and other customer audits by a Governmental Entity for a period of seven (7) years, and (ii) the Company’s or SpinCo’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such Party, 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 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

(d) Nothing in Section 4.3 shall apply to (i) the provision of any SpinCo Business Records or Company Business Records to the extent relating to Tax matters (such matters being governed by the Tax Matters Agreement) or employee, compensation and benefits matters (such matters being governed by the Employee Matters Agreement) or (ii) the delivery of copies of SpinCo Business Records or Company Business Records following the Distribution Time (which shall be governed by Section 4.1 and Section 4.2, as applicable).

(e) Each of the Company and SpinCo agrees to use commercially reasonable efforts to hold all the Books and Records of the SpinCo Business and the Company Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if it desires to destroy or dispose of such Books and Records not in accordance with its then current retention policy, to offer first in writing at least thirty (30) days prior to such destruction or disposition to surrender them to the other Party.

Section 4.4 Scope of Delivery and Access.

(a) The Company and its Subsidiaries shall be permitted to redact any portion of the SpinCo Business Records that does not relate to the SpinCo Business. SpinCo and its Subsidiaries shall be permitted to redact any portion of the Company Business Records that does not relate to the Company Business.

(b) Neither the Company nor SpinCo will be required to provide any SpinCo Business Records or Company Business Records, as applicable, or other information to the extent doing so would, in such Party’s reasonable discretion, (i) jeopardize such Party’s or any of its Affiliates’ attorney-client privilege or similar immunity or protection, (ii) conflict with any applicable Law, Order, Contract, Consent, privacy policy or other binding legal or contractual obligation of such Party or any of its Affiliates, or (iii) result in the disclosure of such Party’s or any of its Affiliates’ competitively sensitive information; provided that the applicable Party shall use its reasonable best efforts to permit the provision of such access or information in a manner that avoids any such detriment or consequence.

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(c) If the Company, on the one hand, and SpinCo or Merger Partner, on the other hand, are in an adversarial relationship in any Action, the furnishing of information, documents or records in connection with such Action will be subject to any applicable rules relating to discovery and not this Article IV.

(d) In addition to any other rights and obligations set forth in the Merger Agreement, this Agreement and the other Transaction Documents, the Confidentiality Agreement will apply with respect to the transfer and protection of any information pursuant to Section 4.1 and Section 4.2, as applicable.

Section 4.5 Other Agreements Providing for Exchange of Books and Records. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Books and Records set forth in the Merger Agreement or any other Transaction Document. Notwithstanding anything in this Article IV to the contrary, the Tax Matters Agreement shall exclusively govern the retention of Tax related records and the exchange of Tax-related information.

Section 4.6 Production of Witnesses and Records in Connection with an Action.

(a) Notwithstanding anything to the contrary in this Article IV, from and after the Distribution Time, except in the case of an adversarial Action by SpinCo or Merger Partner (or any member of their respective Groups) against the Company or a member of the Company Group, or vice versa, each Party shall use its reasonable efforts to make available to each other Party, upon written request and during regular business hours, the former, current and future directors, officers, employees and other Representatives of the members of its respective Group as witnesses, and any Books and Records or other information within its control or that it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees and other Representatives) or Books and Records or other information may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought under this Agreement. The requesting Party shall bear all out-of-pocket costs and expenses in connection therewith.

(b) The obligation of the Parties to provide witnesses pursuant to this Section 4.6 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses officers without regard to whether the witness or the employer of the witness could assert a possible business conflict, except in the case of an adversarial Action between the Company, on the one hand, and Merger Partner or SpinCo, on the other hand.

(c) In connection with any matter contemplated by this Section 4.6, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group.

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(d) For the avoidance of doubt, the provisions of this Section 4.6 are in furtherance of the provisions of Section 4.1 and Section 4.2 and shall not be deemed to limit the Parties’ rights and obligations under Section 4.1 and Section 4.2.

Section 4.7 Counsel; Privileges; Legal Materials.

(a) In-house lawyers employed by the Company and its Subsidiaries prior to the Distribution Time (“Existing Company Counsel”) have provided legal services to and jointly represented the Company and its Subsidiaries, including members of the Company Group and the SpinCo Group. From and after the Distribution Time, certain Existing Company Counsel will remain employees of one or more members of the Company Group and provide legal services to and represent only the Company Group (“Company Counsel”) and certain other Existing Company Counsel will become employees of one or more members of the SpinCo Group and provide legal services to and represent only the SpinCo Group (“SpinCo Counsel”). From and after the Distribution Time, (i) the Company Counsel will represent only the Company Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the Company Group and (ii) the SpinCo Counsel will represent only the SpinCo Group, and will, subject to rules of professional responsibility respecting obligations to former clients, owe a duty of loyalty and other professional obligations only to the SpinCo Group. The Company and SpinCo have previously been jointly represented by the Existing Company Counsel in various legal matters of common interest. This joint representation included in its scope all matters prior to the Distribution Time in which the Company or another member of its Group was represented by any of the Existing Company Counsel.

(b) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Books and Records or other information concerning general business matters related to the SpinCo Business and members of the SpinCo Group prior to the Distribution (excluding any Books and Records concerning any proposed sale, spin-off or other disposition of the SpinCo Business or any other transaction contemplated by this Agreement, the Merger Agreement or any other Transaction Document or in lieu of any of the foregoing) (collectively, “General SpinCo Business Information”) shall be subject to a joint privilege and protection between the Company, on the one hand, and the members of the SpinCo Group, on the other hand. The Company and the members of the SpinCo Group shall have equal right and obligation to assert such joint privilege and protection, and no such joint privilege or protection may be waived by (i) the Company without the prior written consent of SpinCo or (ii) by any member of the SpinCo Group without the prior written consent of the Company; provided, however, that any such privileged communications or attorney-work product, whether arising prior to or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such Party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such Party.

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(c) The Parties acknowledge and agree that all attorney-client privilege, attorney work-product protection and expectation of client confidentiality with respect to any Books and Records concerning any proposed sale, spin-off or other disposition of the SpinCo Business or the preparation, negotiation or execution of this Agreement, the Merger Agreement or any other Transaction Document or any other transaction including or regarding the SpinCo Business in lieu of any of the foregoing, shall in each case be retained and controlled only by the Company and may be waived only by the Company. SpinCo acknowledges and agrees, on behalf of itself and each member of the SpinCo Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidentiality shall not be controlled, owned, used, waived or claimed by any member of the SpinCo Group at any time after the Distribution Time; and (ii) in the event of a dispute between any member of the SpinCo Group and a third party or any other circumstance in which a third party requests or demands that any member of the SpinCo Group produce privileged materials or attorney work-product of any member of the Company Group (including the privileged communications and attorney work-product covered by this Section 4.7), SpinCo shall cause such member of the SpinCo Group to assert such privilege or protection on behalf of the applicable member of the Company Group to prevent disclosure of privileged communications or attorney work-product to such third party.

(d) The Parties agree that the Reorganization and the Distribution shall not waive or affect any applicable privileges, including the attorney-client privilege, the attorney work product doctrine, the common interest privilege and the joint-client/joint representation privilege. No Party may waive any privilege that could be asserted under any applicable Law and in which the other Party has joint privilege, without the prior written consent of the other Party. If any dispute arises between the Company and SpinCo, or any members of their respective Groups, regarding whether joint privilege should be waived, each Party (i) shall negotiate with the other Party in good faith and (ii) shall endeavor to minimize any prejudice to the rights of the other Party. For the avoidance of doubt, each Party shall be permitted to withhold its consent to the waiver of a privilege for the purpose of protecting its own legitimate interests.

(e) Notwithstanding Section 4.7(b), the Parties acknowledge and agree that, as between the Company Group and the SpinCo Group (as constituted as of immediately before the Distribution) Wachtell, Lipton, Rosen & Katz and any other external counsel set forth on Section 4.7(e) of the Schedules (“Existing Company Outside Counsel” and, together with Existing Company Counsel, “Counsel”) and Existing Company Counsel represented, for times prior to the Distribution, only the Company and not any member of the SpinCo Group. Notwithstanding Section 4.7(b), the Parties acknowledge and agree that (i) any advice given by or communications with Counsel prior to the Distribution shall not be subject to any joint privilege and shall be owned solely by the Company, (ii) any advice given by or communications with Counsel (to the extent that (A) it relates to any proposed sale, spin-off or other disposition of the SpinCo Business or any other transaction contemplated by this Agreement, the Merger Agreement or any other Transaction Document or (B) it concerns matters (other than general business matters) related to the SpinCo Business and members of the SpinCo Group prior to the Distribution) shall not be subject to any joint privilege and shall be owned solely by the Company, and (iii) no member of the SpinCo Group (as of immediately before the Distribution) has the status of a client of Counsel as a result of advice given by or communications with Counsel prior to the Distribution, for conflict of interest or any other purposes.

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The Company and SpinCo (for itself and on behalf of each member of the SpinCo Group and, after the Effective Time, Merger Partner and each Subsidiary of Merger Partner) hereby agree that, in the event that any dispute, or any other matter in which the interests of the Company, its Affiliates and its direct and indirect equityholders, on the one hand, and the SpinCo Group or, after the Effective Time, the Merger Partner or any of its Affiliates, on the other hand, are adverse, arises after the Effective Time between the SpinCo Group or, after the Effective Time, the Merger Partner or any of its Affiliates, on the one hand, and the Company, its Affiliates and its direct and indirect equityholders, on the other hand, the applicable Existing Company Outside Counsel may represent the Company, its Affiliates and its direct and indirect equityholders in such dispute, even though the interests of the Company, its Affiliates and its direct and indirect equityholders may be directly adverse to one or more members of the SpinCo Group or, after the Effective Time, the Merger Partner or any of its Affiliates.

(f) In furtherance of the Parties’ agreement under this Section 4.7, the Company and SpinCo shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose.

(g) The transfer of all Books and Records pursuant to this Agreement is made in reliance on the agreement of the Company and SpinCo set forth in this Section 4.7 and in Section 7.2 to maintain the confidentiality of privileged Books and Records and to assert and maintain all applicable privileges. The Parties agree that their respective rights to any access to Books and Records, 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 Books and Records between the Parties and members of their respective Groups 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.

ARTICLE V

RELEASES

Section 5.1 Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, SpinCo, Merger Partner Equityholder and Merger Partner do hereby, in each case for itself and each other member of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company and the other members of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Company Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, to the extent existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed, in each case, at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution, the SpinCo Financing Agreements, the Merger and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement.

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Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that SpinCo and each member of the SpinCo Group, and their respective Affiliates, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims that a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, SpinCo hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Company Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

(b) Except (i) as provided in Section 5.1(c), (ii) as may be otherwise expressly provided in this Agreement, any other Transaction Document or the Merger Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to Article VI, effective as of the Distribution Time, the Company does hereby, for itself and each other member of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), remise, release and forever discharge SpinCo, the respective members of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Distribution Time have been stockholders, members, partners, directors, managers, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “SpinCo Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, to the extent existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed, in each case, at or prior to the Distribution Time, including in connection with the transactions and all other activities to implement the Reorganization, the Distribution and any of the other transactions contemplated by this Agreement, the other Transaction Documents or the Merger Agreement.

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Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that the Company and each member of the Company Group, and their respective Affiliates, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims that a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, the Company hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the SpinCo Released Persons from the Liabilities described in the first sentence of this Section 5.1(b).

(c) Nothing contained in Section 5.1(a) or Section 5.1(b) shall impair or otherwise impact any right of any Party, and as applicable, any member of such Party’s Group, to enforce this Agreement, any other Transaction Document, the Merger Agreement or any Contracts that are specified in Section 2.6(a), in each case in accordance with its terms. Nothing contained in Section 5.1(a) or Section 5.1(b) shall release any Person from:

(i) any Liability provided in or resulting from (A) any Transaction Document, (B) the Merger Agreement or (C) any Contract among any members of the Company Group or the SpinCo Group that is specified in Section 2.6 as not terminating as of the Distribution Time or any other Liability specified in Section 2.6 as not terminating as of the Distribution 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, any other Transaction Document or the Merger 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 Distribution Time;

(iv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group;

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

(vi) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of Article VI and, if applicable, the appropriate provisions of the other Transaction Documents or the Merger Agreement; or (vii) any Liability the release of which would result in the release of any Person other than the Persons released pursuant to Section 5.1(a) and Section 5.1(b).

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In addition, nothing contained in Section 5.1(a) shall release: (A) the Company from indemnifying any director, officer or employee of the SpinCo Group who was a director, officer or employee of the Company or any of its Affiliates at or prior to the Distribution Time, to the extent that such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the Company Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is a SpinCo Liability, SpinCo shall indemnify the Company for such Liability (including the Company’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in Article VI; and (B) SpinCo from indemnifying any director, officer or employee of the Company Group who was a director, officer or employee of the Company or any of its Affiliates at or prior to the Distribution Time, to the extent that such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification from a member of the SpinCo Group pursuant to then-existing obligations, it being understood that if the underlying obligation giving rise to such Action is an Excluded Liability, the Company shall indemnify SpinCo for such Liability (including SpinCo’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in Article VI.

(d) SpinCo shall not make, and shall not permit any member of the SpinCo 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 the Company or any member of the Company Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). The Company shall not make, and shall not permit any member of the Company 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 SpinCo or any member of the SpinCo Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(e) It is the intent of each of the Company and SpinCo, by virtue of the provisions of this Section 5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed prior to the Distribution Time, between or among SpinCo or any member of the SpinCo Group, on the one hand, and the Company or any member of the Company Group, on the other hand, except as expressly set forth in Section 5.1(c). From and after the Distribution Time, each Party shall cause each member of its respective Group to execute and deliver releases reflecting such provisions at the request of the other Party.

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ARTICLE VI

INDEMNIFICATION, GUARANTEES AND LITIGATION

Section 6.1 General Indemnification by SpinCo. SpinCo shall indemnify, defend and hold harmless each member of the Company Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnified Parties”), from and against any and all Liabilities of the Company Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication) (collectively, the “SpinCo Indemnification Obligations”):

(a) any SpinCo Liability;

(b) the failure of SpinCo or any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities, whether prior to, at or after the Distribution Time;

(c) any breach by any member of the SpinCo Group of this Agreement or any of the other Transaction Documents after the Distribution Time (other than any Transaction Document that expressly contains indemnification provisions, in which case breaches of any such Transaction Document shall be subject to the indemnification provisions contained in such Transaction Document and not those in this Agreement);

(d) any Liabilities arising out of claims made by the securityholders or lenders of a Party or any of their Affiliates to the extent relating to the SpinCo Financing, including the use of information provided by Merger Partner in connection therewith;

(e) any breach by any member of the SpinCo Group of any covenant of SpinCo under the Merger Agreement, which covenant, by its terms, is to be performed subsequent to the Distribution Time; and

(f) any Liabilities that the members of the Company Group suffer, incur or are liable with respect to any arrangement implemented or attempted to be implemented pursuant to Section 2.1(e), other than as a result of the gross negligence, fraud or willful misconduct of any such member of the Company Group.

Section 6.2 General Indemnification by the Company. The Company shall indemnify, defend and hold harmless each member of the SpinCo Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnified Parties”), from and against any and all Liabilities of the SpinCo Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):

(a) any Excluded Liability;

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(b) the failure of the Company or any other member of the Company Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to, at or after the Distribution Time;

(c) any breach by any member of the Company Group of this Agreement or any of the other Transaction Documents after the Distribution Time (other than any Transaction Document that expressly contains indemnification provisions, which shall be subject to the indemnification provisions contained in such document or agreement and not this Agreement);

(d) any Liabilities arising out of claims made by the securityholders or lenders of a Party or any of their Affiliates to the extent related to the use of information relating to the Company Business and provided by the Company in connection with the SpinCo Financing; and

(e) any breach by any member of the Company Group of any covenant of the Company under the Merger Agreement, which covenant, by its terms, is to be performed subsequent to the Distribution Time.

Section 6.3 General Indemnification by Merger Partner Equityholder. Following the Distribution, Merger Partner Equityholder shall indemnify, defend and hold harmless each SpinCo Indemnified Party, from and against any and all Liabilities of the SpinCo Indemnified Parties relating to, arising out of or resulting from any Merger Partner Leakage Amount. Merger Partner Equityholder’s indemnification obligations pursuant to this Section 6.3 shall terminate on the date that is twelve (12) months after the Distribution Date.

Section 6.4 Contribution. If the indemnification otherwise provided for in Section 6.1 or Section 6.2 with respect to Liabilities incurred under any securities Laws, is as a matter of applicable Law unavailable to or insufficient to hold harmless an Indemnified Party in respect of such Liabilities for which they would otherwise be indemnified hereunder, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party in respect of such non-indemnified Liabilities in proportion to the relative fault and benefit of the Indemnifying Party and the Indemnified Party.

Section 6.5 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) Any Liability subject to indemnification or contribution pursuant to this Article VI will be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount that the Company, SpinCo or Merger Partner Equityholder, as applicable (an “Indemnifying Party”), is required to pay to any Person entitled to indemnification or contribution under this Article VI (an “Indemnified Party”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds in respect of such Liability, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

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(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto solely by virtue of the indemnification provisions of this Agreement. The Indemnified Party shall use its commercially reasonable efforts to seek to collect or recover any third-party Insurance Proceeds or other indemnification, contribution or similar payments to which the Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification pursuant to this Article VI; provided that the Indemnified Party’s ability or inability to collect or recover any such Insurance Proceeds shall not limit the Indemnifying Party’s obligations under this Agreement.

Section 6.6 Certain Matters Relating to Indemnification of Third-Party Claims.

(a) Notice of Third-Party Claim. If an Indemnified Party receives written notice that a Person that is not a member of the Company Group or the SpinCo Group has asserted any claim or commenced any Action (collectively, a “Third-Party Claim”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Section 6.1 or Section 6.2, or any other section of this Agreement or any other Transaction Document (other than any Transaction Document that expressly contains indemnification provisions, in which case such Transaction Documents shall be subject to the indemnification provisions contained in such document or agreement and not this Agreement), the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days) after becoming aware of the Third-Party Claim. Such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 6.6(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 Indemnified Party’s failure to provide notice in accordance with this Section 6.6(a).

(b) Subrogation. To the extent that an indemnification or contribution payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any right, defense or claim that such Indemnified Party may have relating to such Third-Party Claim. Subject to Section 6.10, such Indemnified Party 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.

Section 6.7 Additional Matters.

(a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such payment (including where reasonably practicable an itemization of costs and expenses, attorney invoices and supporting documentation from other vendors in the form reviewed by the Indemnified Party, and any applicable orders, judgments or settlement agreements).

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The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party or (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution under this Agreement.

(b) Any claim for indemnification under this Article VI other than in respect of a Third-Party Claim shall be asserted by written notice given by the Indemnified Party to the Indemnifying Party; provided that, the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party has been actually prejudiced. Such Indemnifying Party shall have thirty (30) days after the receipt of such notice to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, then such Indemnified Party shall be free to pursue such remedies as may be available to such Indemnified Party pursuant to this Agreement and the other Transaction Documents (as applicable) (other than any Transaction Document that expressly contains indemnification provisions, in which case such Transaction Documents shall be subject to the indemnification provisions contained in such document or agreement and not this Agreement), without prejudice to its continuing rights to pursue indemnification or contribution under this Agreement.

(c) The provisions of this Article VI (other than this Section 6.7(c)) shall not apply with respect to Taxes or Tax matters (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).

(d) Each Indemnified Party will (and will cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available to mitigate and minimize any Losses subject to indemnification pursuant to this Article VI promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Losses.

(e) If a potential indemnification claim is addressed by the indemnification provisions of the Merger Agreement or another Transaction Document, then the claim shall be made under such document or agreement and not under this Agreement. In no event shall any Party be entitled to double recovery for the same Losses from the indemnification provisions of this Agreement, the Merger Agreement and any other Transaction Document. Notwithstanding anything to the contrary herein, the Company shall not be required to indemnify or hold harmless any SpinCo Indemnified Party against, or reimburse any SpinCo Indemnified Party for, any Losses to the extent that the related Liabilities were reflected in, reserved for or taken into account in the determination of Net Working Capital or Net Indebtedness on the Final Adjustment Statement or were reflected or reserved for in the Business Financial Statements.

Section 6.8 Exclusive Remedy. The indemnification provisions of this Article VI shall be the sole and exclusive remedy of an Indemnified Party for any monetary or compensatory damages or losses for any breach of any representation, warranty, covenant or other claim arising out of or relating to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby (except for any express indemnification, damages or remedy provisions contained in any Transaction Document).

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In furtherance of the foregoing, each of the Parties hereby waives, for itself and its respective Affiliates, successors and assigns, to the fullest extent permitted under applicable Law, any and all rights, claims or remedies such Person may have against the other Party and its Affiliates, successors and assigns for any monetary or compensatory damages or losses for any breach of any representation, warranty, covenant or other claim arising out of or relating to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, other than the right to seek indemnity pursuant to this Article VI or any express indemnification, damages or remedy provisions contained in any Transaction Document. The foregoing does not affect (a) a Party’s right to seek specific performance under this Agreement as provided in Section 9.8 or to seek resolution of any disputes regarding indemnification hereunder as provided in Article VIII, (b) a Party’s right to exercise all of their rights and seek all damages available to them under Law in the event of claims or causes of action arising from Fraud, (c) the Merger Agreement or any other Transaction Document that expressly contains indemnification, damages or remedy provisions (including Section 2.14 and Section 7.8 of the Merger Agreement), which shall be subject to the indemnification provisions contained therein and not this Article VI and (d) the matters covered by Section 2.7 and Section 2.8 and Section 2.14.

Section 6.9 Survival of Indemnities. The rights and obligations of each of the Company and SpinCo and their respective Indemnified Parties under this Article VI shall survive the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, or the change of form or change of control of any Party.

Section 6.10 Management of Actions. This Section 6.10 shall govern the direction of pending and future Actions in which members of the SpinCo Group or the Company Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II unless expressly set forth in this Section 6.10.

(a) Control of Defense. An Indemnifying Party may elect (but shall not be required) to defend (and seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third-Party Claim; provided that the Indemnifying Party shall not be entitled to defend such Third-Party Claim and shall pay the reasonable and documented out-of-pocket fees and expenses of one separate counsel for each Indemnified Party if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation or if such Third-Party Claim seeks an injunction or equitable relief against any Indemnified Party (and not any Indemnifying Party or any of its Affiliates). Within thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 6.6(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense.

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After notice from an Indemnifying Party to the Indemnified Party of its election to assume the defense of a Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party; provided, however, in the event that the Indemnifying Party has elected to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in such case, the reasonable and documented out-of-pocket fees and expenses of one separate counsel for all Indemnified Parties shall be borne by the Indemnifying Party; provided, further, that the Indemnifying Party will pay the reasonable and documented out-of-pocket fees and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnified Party, a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct.

(b) No Assumption of Defense. If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.10(a), then the applicable Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party to the extent indemnification is available under the terms of this Agreement. If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.10(a), then, it shall not be a defense to any obligation of the Indemnifying Party to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or, subject to Section 6.11, that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(c) Delegation of Rights of Recovery. To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

Section 6.11 Settlement of Actions. No Party managing an Action pursuant to Section 6.10 shall settle or compromise such Action without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), except that if the Party managing the Action is indemnifying the other Party, such managing Party may nevertheless settle such Action without such consent, unless such settlement or compromise would (a) result in any non-monetary remedy or relief being imposed upon any member of the other Party’s Group or any of its Affiliates or (b) contain or involve an admission or statement providing for or acknowledging any liability or criminal wrongdoing on behalf of any member of the other Party’s Group or any of its Affiliates. No settlement or compromise in respect of any Action shall be made or consented to by any Party not managing an Action pursuant to Section 6.10 without the express written consent of the Party managing such Action.

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Section 6.12 Limitation on Certain Damages. Notwithstanding anything to the contrary in this Agreement, and except to the extent such Losses are found by a court of competent jurisdiction to be owed to an unaffiliated third party in connection with a Third-Party Claim, no Party or its Affiliates shall be liable under this Agreement or any other Transaction Document (except as expressly provided in any such other Transaction Document) to the other Party for any Losses that are punitive, incidental, consequential, special, indirect, exemplary, remote, speculative or similar damages (including loss of future profits, revenue or income, loss of business reputation or opportunity, diminution in value and any damages based on any type of multiple), whether or not advised of the possibility of such damages and whether or not such damages are reasonably foreseeable.

ARTICLE VII

OTHER AGREEMENTS

Section 7.1 Further Assurances. Except as specifically provided for elsewhere in this Agreement, each of the Parties will cooperate with each other and use (and will cause their respective Subsidiaries to use) commercially reasonable efforts, prior to, at and following the Distribution Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things, reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents.

Section 7.2 Confidentiality.

(a) From and after the Distribution Time, subject to Section 7.2(c) and except as contemplated by this Agreement, any other Transaction Document or the Merger Agreement, the Company shall not, and shall cause its Subsidiaries and their respective officers, directors, employees, agents and representatives, including attorneys, advisors and other representatives (collectively, with respect to any Person, “Representatives”), not to, directly or indirectly, disclose to any Person, other than Representatives of the Company or its Subsidiaries who reasonably need to know such information in providing services to any member of the Company Group, or use or otherwise exploit for its own benefit or for the benefit of any third Person, any SpinCo Confidential Information. If any disclosures are made in connection with providing services to any member of the Company Group under this Agreement, any other Transaction Document or the Merger Agreement, then the SpinCo Confidential Information so disclosed shall be used only as required to perform the services. The Company shall use the same degree of care to prevent the unauthorized use or disclosure of the SpinCo Confidential Information by any of its Representatives as it currently uses for its own confidential information, but in no event less than a reasonable standard of care.

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For purposes of this Section 7.2(a), any Books and Records to the extent relating to the SpinCo Business, furnished to or otherwise in the possession of any member of the Company Group as a result of or in connection with the Reorganization or Distribution or the performance of any Transaction Document or the Merger Agreement, irrespective of the form of communication, and the portion of any notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by the Company, any member of the Company Group or their respective officers, directors and Affiliates, to the extent that they contain or otherwise reflect such Books and Records, is hereinafter referred to as “SpinCo Confidential Information.” SpinCo Confidential Information does not include, and there shall be no obligation under this Section 7.2 with respect to, Books and Records or other information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Company Group not otherwise permissible under this Agreement, (ii) becomes available to the Company after the Distribution Time from a source other than SpinCo or its Affiliates; provided that such source was not known by the Company to be bound by a contractual, legal or fiduciary obligation of confidentiality to SpinCo or any member of the SpinCo Group with respect to such Books and Records or other information, or (iii) is developed independently by a member of the Company Group without use or reference to the SpinCo Confidential Information.

(b) From and after the Distribution Time, subject to Section 7.2(c) and except as contemplated by this Agreement, any other Transaction Document or the Merger Agreement, SpinCo shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly, disclose to any Person, other than Representatives of SpinCo or its Affiliates who reasonably need to know such information in providing services to any member of the SpinCo Group, or use or otherwise exploit for its own benefit or for the benefit of any third Person, any Company Confidential Information. If any disclosures are made in connection with providing services to any member of the SpinCo Group under this Agreement, any other Transaction Document or the Merger Agreement, then the Company Confidential Information so disclosed shall be used only as required to perform the services. SpinCo shall use the same degree of care to prevent the unauthorized use or disclosure of the Company Confidential Information by any of its Representatives as it currently uses for its own confidential information, but in no event less than a reasonable standard of care. For purposes of this Section 7.2(b), any Books and Records to the extent relating to the Company Business, furnished to or otherwise in the possession of any member of the SpinCo Group as a result of or in connection with the Reorganization or Distribution or the performance of any Transaction Document or the Merger Agreement, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by SpinCo, any member of the SpinCo Group or their respective officers, directors and Affiliates, to the extent that they contain or otherwise reflect such Books and Records, is hereinafter referred to as “Company Confidential Information.” Company Confidential Information does not include, and there shall be no obligation under this Section 7.2 with respect to, Books and Records that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the SpinCo Group not otherwise permissible under this Agreement, (ii) becomes available to SpinCo after the Distribution Time from a source other than the Company or its Affiliates; provided that such source was not known by SpinCo to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any member of the Company Group with respect to such Books and Records, or (iii) is developed independently by a member of the SpinCo Group without use or reference to the Company Confidential Information.

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(c) If a member of the Company Group, on the one hand, or a member of the SpinCo Group, on the other hand, is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or applicable Law to disclose or provide any SpinCo Confidential Information or Company Confidential Information (other than with respect to any such Books and Records furnished pursuant to the provisions of Article IV), as applicable, then the Person receiving such request or demand shall use commercially reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable so that such other Party shall have an opportunity to seek an appropriate protective order. The Party receiving such request or demand shall take, and cause its Representatives to take, at the requesting Party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide any SpinCo Confidential Information or Company Confidential Information, as the case may be, to the extent required by such Governmental Authority or applicable Law (as so advised by counsel).

(d) Notwithstanding anything in this Section 7.2, to the extent that the treatment, maintenance, use, non-use, disclosure or non-disclosure of any SpinCo Confidential Information or Company Confidential Information is expressly addressed in the Merger Agreement or in any Transaction Document, the applicable terms of such document or agreement will control in such situations. Each Party further acknowledges and agrees that, notwithstanding anything in this Section 7.2 to the contrary, (i) Representatives of the Company and its Subsidiaries may retain certain residual knowledge of the SpinCo Confidential Information, and (ii) Representatives of SpinCo and its Subsidiaries may retain certain residual knowledge of the Company Confidential Information, in each case that are or may be indistinguishable from generalized industry knowledge and, accordingly, each Party acknowledges and agrees that nothing herein shall prohibit any Party (or its Affiliates) from using or otherwise exploiting for its own benefit or for the benefit of any third Person such residual knowledge; provided that (1) such residual knowledge has been retained solely in the unaided memory of the Company, SpinCo or such Representatives, as applicable (in each case, without intentional memorization) in intangible form and without use, copying or reference to any documented or tangible copies of SpinCo Confidential Information or Company Confidential Information, as applicable, (2) the foregoing will not be deemed in any event to provide any right for any member of the Company Group to infringe any SpinCo Intellectual Property or any rights of any third parties that have licensed or provided materials to the SpinCo Business, or otherwise to grant any license with respect to any SpinCo Intellectual Property), (3) the foregoing will not be deemed in any event to provide SpinCo with any right to infringe any Intellectual Property of the Company or any rights of any third parties that have licensed or provided material to the Company, or otherwise to grant any license with respect to any Intellectual Property of the Company, and (4) other than as expressly set forth in the Merger Agreement or any Transaction Document, any use of such residual knowledge is on an “as is, where is” basis, with all faults and all representations and warranties disclaimed and at the sole risk of such Representatives, the Company, SpinCo, Merger Partner and each Parties’ Affiliates, as applicable.

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Section 7.3 Insurance Matters.

(a) It is the intent of the Parties that claims for insurance coverage with respect to the SpinCo Liabilities under insurance policies of the Company and its Subsidiaries written on a “claims made” basis (the “Claims Made Policies”), which claims are reported to a third party insurer under such policies prior to the Closing, shall be transferred to SpinCo at or prior to the Distribution (i) to the extent of coverage under the applicable Claims Made Policies, (ii) pursuant to and to the extent permitted by the terms and conditions of the applicable Claims Made Policies, and (iii) except as otherwise provided by this Section 7.3. It is further the intent of the Parties that claims for insurance coverage with respect to the SpinCo Liabilities under insurance policies of the Company and its Subsidiaries written on an “occurrence” basis (the “Occurrence Policies”, and together with the Claims Made Policies, the “Liability Policies”), which claims are reported to a third party insurer under such policies prior to or after the Closing, shall be transferred to SpinCo at or after the Distribution, as applicable, (x) to the extent of coverage under the applicable Occurrence Policies, (y) pursuant to and to the extent permitted by the terms and conditions of the applicable Occurrence Policies, and (z) except as otherwise provided by this Section 7.3. Notwithstanding the foregoing, SpinCo acknowledges that from and after the Distribution, the Company Group shall cooperate with the SpinCo Group (at the sole cost and expense of the SpinCo Group) to pursue and settle such claims for insurance related to such transferred claims under Claims Made Policies or Occurrence Policies (the “Transferred Coverage”) and the Company shall remit to SpinCo or a SpinCo Designee any payments received from insurers with respect to the Transferred Coverage. Notwithstanding the foregoing, following the Distribution Time (A) the Company and its Subsidiaries may, at any time, without Liability or obligation to the SpinCo Group, amend, commute, terminate, extinguish liability under or otherwise modify any of its insurance policies (including any Liability Policies); provided that such amendment or termination is not done for the intended purpose of negating SpinCo’s benefit under this Section 7.3, (B) any such insurance claim, and SpinCo’s or its applicable Subsidiaries’ potential recovery with respect thereto, will be subject to, and the Company’s assistance in respect thereof shall be limited by, all of the terms and conditions of the applicable Liability Policy (including any coverage limits with respect thereto), (C) the SpinCo Group shall pay any deductible, self-insurance retention, quota share, co-insurance, or any other cost with respect to the applicable Liability Policy when due or reasonably requested by the Company, (D) the Company shall have no obligation under this Section 7.3 with respect to, and SpinCo shall have no rights to coverage under, any fronting policy, policy issued by a captive insurance carrier or any arrangement under which the Company is obligated to reimburse or indemnify the insurer, and (E) the Company shall engage counsel selected by SpinCo and shall be entitled to be reimbursed by SpinCo for all reasonable and documented out-of-pocket costs, expenses and fees (including attorneys’ fees) incurred by the Company in the defense of such matter to the extent not covered by the Liability Policy; provided that the Company Group shall not settle, adjust or compromise any such claim without the prior written consent of SpinCo (such consent not to be unreasonably withheld, conditioned or delayed), (F) the SpinCo Group shall not settle, adjust or compromise any such claim without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed), and (G) “Transferred Coverage” shall not include any claims for insurance coverage under Liability Policies where the insurance policy or governing law would require insurer consent for such transfer and, absent such consent, the transfer would constitute a breach of the insurance policy.

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If any claim under or with respect to the Transferred Coverage that is made by the SpinCo Group that is actually covered by an insurance policy relates to the same occurrence for which the Company Group is being actually covered by an insurance company under any of the Liability Policies, and the limits under the applicable Liability Policy are not sufficient to fund the claim in its entirety, the Company Group and the SpinCo Group shall allocate among themselves the remaining limits of the applicable Liability Policy to be paid for defense or indemnity in conjunction with such claim, which allocation between the Company Group and the SpinCo Group shall be in proportion to the amounts of such covered claims.

(b) This Agreement shall not be considered 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 the Company or any of its Affiliates in respect of any insurance policy or any other Contract or policy of insurance. All Transferred Coverage shall be subject to the limitations set forth in Section 2.4 and this Section 7.3. SpinCo and Merger Partner acknowledge and agree that neither the Company nor any of its Affiliates, nor any of their respective Representatives has made, or is making, any express or implied representation or warranty whatsoever with respect to the assignment or transfer of any Transferred Coverage.

Section 7.4 Separation Expenses. Except as otherwise expressly set forth herein, in any other Transaction Document or in the Merger Agreement, all fees and expenses incurred by the Parties, including in connection with the Reorganization, the Distribution and the other transactions contemplated by this Agreement, shall be borne by the Party that has incurred such fees and expenses.

Section 7.5 Transaction Documents; Conflicting Agreements. Effective on or prior to the Distribution Time, each of the Company and SpinCo will, or will cause the applicable members of its Group, to execute and deliver the each of the Transaction Documents to which it is a party. If and to the extent there is a conflict or inconsistency between (a) any provision of this Agreement and a provision in another Transaction Document (other than a Transfer Document), then the provision of such Transaction Document shall control in relation to a matter principally addressed by such Transaction Document and this Agreement shall control with respect to all other matters, (b) any provision of this Agreement and a provision of a Schedule, then the provision of such Schedule shall control in relation to a matter addressed by such Schedule and this Agreement shall control with respect to all other matters, and (c) any provision of this Agreement and a provision in a Transfer Document, then the provision of this Agreement shall control with respect to all matters.

Section 7.6 Interest on Payments. Except as expressly provided to the contrary in this Agreement or in any other Transaction Document, any amount not paid within five (5) days of the date when due pursuant to this Agreement shall accrue interest at the rate per annum published in the Wall Street Journal from time to time as the prime lending rate prevailing during any relevant period plus two percent (2%) (or, with respect to any payment obligation which a Party is disputing in good faith in accordance with the dispute resolution process set forth in Article VIII, such interest shall accrue commencing on the date such dispute is finally resolved (including, if applicable, by an order of court of competent jurisdiction)) , or, if less, the maximum interest rate allowable under applicable Law in the applicable jurisdiction, compounded quarterly. Notwithstanding the foregoing, at no time shall any Party be obligated pursuant to the foregoing sentence to pay interest at a rate exceeding the maximum interest rate allowable under applicable Law in any applicable jurisdiction.

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If, by the terms of such foregoing sentence, any Party would otherwise be obligated at any time to pay interest at a rate in excess of such maximum interest rate in such applicable jurisdiction, then the interest payable shall be recomputed and reduced to such maximum interest rate, and the portion of all prior interest payments exceeding such maximum rate shall be applied to payment of the underlying principal amount.

Section 7.7 Cooperation; Steering Committee.

(a) Between the date hereof and the earlier of the Closing Date and valid termination of this Agreement, the Parties shall and shall cause their respective Affiliates to, at their own cost and expense, use commercially reasonable efforts to cooperate and work together in good faith to prepare and plan for the smooth and orderly transition of the SpinCo Business in accordance with this Agreement, the Merger Agreement and the forms of the applicable Transaction Documents attached to the Merger Agreement; provided, for the avoidance of doubt, that neither Party shall be required to agree to any amendment, modification or other change to such forms of Transaction Documents in connection with the cooperation process described in this Section 7.6. In furtherance of the foregoing, each of the Company and Merger Partner shall ensure that appropriate Representatives of the Company or Merger Partner and their respective Affiliates (as applicable) with sufficient knowledge and qualifications to prepare and plan for the transition of the operations of the SpinCo Business shall participate in transition service planning meetings (in-person or virtually) on a regular basis as reasonably agreed between the Company and Merger Partner, to discuss the overall status and plans for the transition of the SpinCo Business in accordance with this Agreement, the Merger Agreement and the forms of the applicable Transaction Documents attached to the Merger Agreement and the Transition Services and such other matters as may be reasonably agreed between Merger Partner and the Company.

(b) Merger Partner and the Company shall, promptly after the date hereof and until the earlier of the Closing Date and valid termination of this Agreement, each appoint an equal number of senior Representatives to a joint steering committee for the purpose of preparing and planning for the smooth and orderly transition of the SpinCo Business and integration of the SpinCo Business with Merger Partner’s business from and after the Closing (the “Steering Committee”). Among other things, the steering committee shall discuss and determine the allocation of management roles as between executive officers of the SpinCo Business and Merger Partner. The steering committee shall meet with each other as often as reasonably necessary, but in no event less than weekly. The initial appointees of the Company to the Steering Committee shall be Steve J. Demetriou and Steve Arnette. The initial appointees of Merger Partner to the Steering Committee shall be John Heller and Travis Johnson.

(c) Section 4.4 of this Agreement shall apply with respect to the access of information in this Section 7.7.

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Section 7.8 Organizational Conflicts of Interests. Following the date hereof until such time that the Company no longer owns any Retained Shares, SpinCo, Merger Partner and the Company shall use commercially reasonable efforts to avoid, mitigate, and otherwise resolve, in each case to the satisfaction of the applicable Governmental Authority, any significant actual or potential Organizational Conflict of Interest (as defined in FAR 2.101) under any governmental Contract or governmental bid, proposal, quote or other offer for which any of the Company, Merger Partner, SpinCo or their respective Affiliates is a party or is bidding, which process will include notification and collaboration between the parties wherever feasible and consistent with applicable Law.

Section 7.9 Receivables Collection. From and after the Distribution, SpinCo shall use reasonable best efforts (including by initiating and pursuing any lawsuits or other legal proceedings) for a period of (a) one (1) year following the Closing Date with respect to the matter set forth on Section 7.9(a) of the Schedules and (b) two (2) years following the Closing Date with respect to the matter set forth on Section 7.9(b) of the Schedules, in consultation with the Company, including as to strategy, expense and otherwise, to pursue and collect (at the sole cost and expense of the Company) the receivables owed to SpinCo and/or the Company (or their respective Affiliates) set forth on Section 7.9 of the Schedules and SpinCo shall remit to the Company (or its designee) (x) 100% of any payments received with respect to such receivables relating to the matter set forth on Section 7.9(a) of the Schedules and (y) 80% of any payments received with respect to such receivables relating to the matter set forth on Section 7.9(b) of the Schedules. SpinCo shall provide the Company promptly in writing any material updates on the status of the foregoing receivables collection or any dispute related thereto and shall keep the Company informed on a reasonably current basis with respect to the status thereof and consider any comments or suggestions made by the Company with respect to the strategy therefor. SpinCo shall not (and shall cause its Subsidiaries not to) compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding the foregoing receivables collection matters without the prior written consent of the Company.

Section 7.10 Use of Past Performance.

(a) The Company acknowledges and agrees that, from and after the Closing, the SpinCo Entities and their Affiliates and their successors in interest may make factual statements that truthfully and reasonably reference the SpinCo Business’s past performance and experience in support of future bids and solicitations, as permitted by applicable Law and the terms of the relevant solicitation, and to the extent that such past performance and experience of the SpinCo Business was conducted by the Company and its Affiliates, such reference may refer to the Company and its Affiliates. However, the Company and its Affiliates make no representation or warranty regarding whether a soliciting body or customer will accept and/or favorably consider or evaluate such past performance or experience. The SpinCo Entities acknowledge and agree that no such references may be made in respect of work outside the scope of the SpinCo Business.

(b) The SpinCo Entities acknowledge and agree that, from and after the Closing, the Company and its Affiliates and their successors in interest may make factual statements that truthfully and reasonably reference the past performance and experience of the SpinCo Entities in support of future bids and solicitations, as permitted by applicable Law and the terms of the relevant solicitation, and to the extent that such past performance and experience of the SpinCo Business or the Company Business was conducted by the SpinCo Entities, such reference may refer to the SpinCo Entities.

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However, the SpinCo Entities make no representation or warranty regarding whether a soliciting body or customer will accept and/or favorably consider or evaluate such past performance or experience. The Company acknowledges and agrees that no such references may be made in respect of work within the scope of the SpinCo Business.

Section 7.11 SpinCo Domains & Internet Properties. Between the date hereof and the Distribution Time, the Parties will cooperate in good faith to determine any domain names and other Internet Properties owned by the Company or any of its Subsidiaries as of the Distribution Time that are primarily used or held for use in the operation of the SpinCo Business that should constitute SpinCo Domains & Internet Properties. Prior to the Distribution Time, each of Schedule 1.1(93) and Schedule 2.2(a) will be updated to the extent necessary to reflect the outcome of such determination. All such updates made pursuant to this Section 7.11 shall amend and restate each of Schedule 1.1(93) and Schedule 2.2(a) delivered on the date hereof as if originally set forth therein.

Section 7.12 Licensing Arrangements. Prior to Closing, the Parties will negotiate in good faith to enter into one or more licensing arrangements relating to any owned or licensed intellectual property set forth on Section 7.12 of the Schedules and to be retained by the Company, which is utilized by the SpinCo Business in connection with providing services to third-parties.

ARTICLE VIII

DISPUTE RESOLUTION PROCEDURES

Section 8.1 Disputes. Except as otherwise specifically provided in the Merger Agreement or any other Transaction Document and subject to Section 9.8, the procedures for discussion, negotiation and mediation set forth in this Article VIII shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) arising out of, relating to or in connection with this Agreement or any other Transaction Document, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the Distribution Time, including the Contribution (but not including the Merger Agreement or the Merger)), or the commercial or economic relationship of the Parties relating hereto or thereto, between or among any member of the Company Group, on the one hand, and any member of the SpinCo Group, on the other hand (any such dispute, controversies, or claims, a “Dispute”). Any indemnification, limitations on remedies, and limitations on liabilities expressly set forth in the Merger Agreement or any other Transaction Document shall be governed by such express provisions therein and not by this Article VIII.

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Section 8.2 Escalation; Mediation.

(a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party involved in a Dispute with respect to such matters (except as otherwise specifically provided in the Merger Agreement or any other Transaction Document) may deliver a notice (an “Escalation Notice”) demanding a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity), and which initial representatives shall be the persons listed on Exhibit 8.2 attached hereto. A copy of any such Escalation Notice shall be given to the general counsel, or like officer or official, of each Party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within thirty (30) days of the Escalation Notice.

(b) If the Parties are not able to resolve the Dispute through the escalation process set forth in Section 8.2(a) within thirty (30) days of the Escalation Notice for such Dispute or the Company, on the one hand, or SpinCo and Merger Partner, on the other, reasonably concludes that the other Party is not willing to use commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(b), then each of the Company and SpinCo shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by a Party; provided that no Party shall be required to engage in more than ninety (90) days of mediation prior to commencing an Action.

Section 8.3 Court Actions. If any Party, after complying with the provisions set forth in Section 8.2, desires to commence an Action, then such Party, subject to Section 9.2 and Section 9.9, may submit the Dispute (or such series of related Disputes) to any court of competent jurisdiction as set forth in Section 9.2.

Section 8.4 Conduct during Dispute Resolution Process. Unless otherwise agreed in writing, the Parties shall, and shall cause their respective members of their Groups to, continue to honor all covenants and agreements under this Agreement, the Merger Agreement and each other Transaction Document in accordance with the terms thereof during the course of dispute resolution pursuant to the provisions of this Article VIII, unless such covenants or agreements are the specific subject of the Dispute at issue.

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ARTICLE IX

MISCELLANEOUS

Section 9.1 Survival of Covenants. Except as expressly set forth in this Agreement, the covenants and other agreements contained in this Agreement, and liability for the breach of any covenants and other agreements contained herein, shall survive each of the Reorganization, the Distribution and the Merger and shall remain in full force and effect.

Section 9.2 Governing Law; Submission to Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Except as set forth in Article VIII, each of the Company and SpinCo, on behalf of itself and the members of the Company Group or the SpinCo Group, as applicable, Merger Partner and Merger Partner Equityholder agrees that any Action related to this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or in the event (but only in the event) that such court does not have subject matter jurisdiction over the applicable proceeding, any state or federal court within the State of Delaware (the “Chosen Courts”). By executing and delivering this Agreement, each of the Parties irrevocably: (i) except as set forth in Article VIII, accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 9.8; (ii) waives any objections which such party may now or hereafter have to the laying of venue of any such Action contemplated by this Section 9.2 and hereby further irrevocably waives and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (iii) agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such court; (iv) agrees that it will not bring any Action contemplated by this Section 9.2 in any court other than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.3 or in any other manner permitted by Law; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such Party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the Parties agrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each Party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

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Section 9.3 Notices. All notices and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been duly given (w) when delivered in person, (x) when delivered after posting in the national mail having been sent registered or certified mail return receipt requested, postage prepaid, (y) when delivered by FedEx or other internationally recognized overnight delivery service or (z) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows:

(a) if to the Company or, on or prior to the Distribution Date, to SpinCo, then to:

Jacobs Solutions Inc.

1999 Bryan Street Suite 3500

Dallas, Texas 75201

Attention:     Justin Johnson

Email:           justin.johnson@jacobs.com

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:     David A. Katz

            Karessa L. Cain

E-mail:         DAKatz@wlrk.com

            KLCain@wlrk.com

(b) if, following the Distribution Date, to SpinCo or Merger Partner, then to:

Amazon Holdco Inc.

4800 Westfields Boulevard

Suite #400

Chantilly, Virginia 20151

Attention:     Stuart Young

Email:           stuart.young@amentum.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:     Richard Hall

             David J. Perkins

             Maurio A. Fiore

Email:           rhall@cravath.com

             dperkins@cravath.com

             mfiore@cravath.com

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(c) if to Merger Partner Equityholder or, on or prior to the Distribution Date, to Merger Partner, then to:

c/o Lindsay Goldberg LLC

630 Fifth Avenue, 30th Floor

New York, NY 10111

Attention:     J. Russell Triedman

            Vincent Ley

            Lindsay Goldberg Legal

Email:          triedman@lindsaygoldbergllc.com

            ley@lindsaygoldbergllc.com

            legal@lindsaygoldbergllc.com

and

c/o American Securities LLC

590 Madison Avenue, 38th Floor

New York, NY 10022

Attention:     Benjamin Dickson

            Eric L. Schondorf

Email:          bdickson@american-securities.com

            eschondorf@american-securities.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:     Richard Hall

            David J. Perkins

            Maurio A. Fiore

Email:          rhall@cravath.com

            dperkins@cravath.com

            mfiore@cravath.com

or to such other address or addresses as the Parties may from time to time designate in writing by like notice.

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Section 9.4 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

Section 9.5 Entire Agreement. This Agreement (including the Exhibits and Schedules), the Confidentiality Agreement, and the other Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties with respect to such subject matter; provided, however, for the sake of clarity, it is understood that this Agreement shall not supersede the terms and provisions of the Confidentiality Agreement, which shall survive and remain in effect until expiration or termination thereof in accordance with its respective terms; provided that, following the Effective Time, SpinCo (as successor in interest to Merger Partner) shall have no obligations under the Confidentiality Agreement with respect to information to the extent related to the SpinCo Entities or the SpinCo Business and included in the SpinCo Assets, which information shall no longer be considered “Information” for purposes thereof.

Section 9.6 Amendments and Waivers.

(a) Any Party may, at any time prior to the Distribution Time, waive any of the terms or conditions of this Agreement or (without limiting Section 9.6(b)) agree to an amendment or modification to this Agreement by a duly executed agreement in writing. No waiver by any of the Parties of any breach hereunder shall be deemed to extend to any prior or subsequent breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver by any of the Parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party sought to be charged with such waiver.

(b) This Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by SpinCo and the Company (and, if prior to the Closing, Merger Partner) which makes reference to this Agreement; provided that any amendment to Section 2.9, Article V, Article VI or Article IX that would have an adverse impact on the rights or obligations of Merger Partner Equityholder shall require the agreement in writing of Merger Partner Equityholder.

Section 9.7 Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned by any Party without the prior written consent of SpinCo and the Company (and, prior to the Closing, Merger Partner), except that a Party may assign any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any assets or entities or lines of business of such Party or in connection with a merger transaction in which such Party is not the surviving entity; provided, however, in each case, no such assignment shall release such Party from any liability or obligation under this Agreement. The provisions of this Agreement and the obligations and rights under this Agreement shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns. Except as provided in Article VI with respect to Indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and members of their respective Groups and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 9.8 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this 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 (on an interim or permanent basis) of their rights under this Agreement. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be 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. Nothing in this section is intended to limit or waive the aggrieved Party’s ability to pursue any other remedy to which it is entitled.

Section 9.9 Waiver of Jury Trial. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT (INCLUDING ANY SCHEDULE OR EXHIBIT HERETO AND THERETO) OR THE BREACH, TERMINATION OR VALIDITY OF SUCH AGREEMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF SUCH AGREEMENTS. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 9.9. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 9.9 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 9.10 Severability. If any provision of this Agreement or any Transaction Document, or the application of any such provision to any Person or circumstance, shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then such invalidity, illegality or unenforceability shall not affect any other provision hereof. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

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Section 9.11 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

Section 9.12 Force Majeure. No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any other Transaction Document, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) notify the other Parties of the nature and extent of any such Force Majeure and (b) use due diligence to remove any such causes and resume performance under this Agreement or the applicable other Transaction Document as soon as feasible.

Section 9.13 Termination. This Agreement shall terminate simultaneously with the valid termination of the Merger Agreement prior to the Distribution. After the Distribution Time, this Agreement may not be terminated except by an agreement in writing signed by each of SpinCo and the Company. In the event of such termination, this Agreement shall become void and no Party, or any of its officers and directors, shall have any liability to any Person by reason of this Agreement.

Section 9.14 Public Announcements No Party to this Agreement nor any Affiliate or representative of such party shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by Law or stock exchange rules or as the Company deems necessary or advisable to comply with its SEC filing requirements, in which case the Party seeking to publish such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such press release or public announcement (and such comments shall be reasonably considered by the other Party in good faith) in advance of such publication or (b) to the extent the contents of such release or announcement have previously been released publicly by a Party or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 9.14. The Parties agree that the initial press release to be issued with respect to the execution of this Agreement shall be in a form agreed to by the Company and Merger Partner. Nothing herein shall be deemed to prohibit Merger Partner Equityholder, or any manager or general partner of Merger Partner Equityholder, from reporting or disclosing, on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and/or the Transactions for fund reporting, marketing, fund raising or similar purposes.

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Section 9.15 Interpretation.

(a) Unless the context of this Agreement otherwise requires:

(i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; and (G) the word “or” shall be disjunctive but not exclusive;

(ii) any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented;

(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and

(iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(c) Nothing herein (including the Schedules) shall be deemed an admission by any Party or any of its Affiliates, in any Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of any term or provisions of any Contract or any Law.

(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(e) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

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(f) 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.”

(g) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(h) All monetary figures shall be in United States dollars unless otherwise specified.

Section 9.16 Performance. The Company will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any other Transaction Document to be performed by any member of the Company Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any other Transaction Document to be performed by any member of the SpinCo Group. Merger Partner will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any other Transaction Document to be performed by Merger Partner or any Subsidiary of Merger Partner (including, from and after the Effective Time, the members of the SpinCo 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 Section 9.16 to all of the other members of the Company Group or the SpinCo Group, as applicable, and (b) cause all of the other members of the Company Group or the SpinCo Group, as applicable, not to take any action inconsistent with such Party’s obligations under this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

[Signature Page to Separation and Distribution Agreement]

[Signature Page to Separation and Distribution Agreement]

Exhibit 10.1

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

JACOBS SOLUTIONS INC.,

AMAZON HOLDCO INC.,

and

AMENTUM PARENT HOLDINGS LLC

November 20, 2023

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