Form 8-K/A

8-K/A — MCCORMICK & CO INC

Accession: 0001999371-26-007671

Filed: 2026-04-06

Period: 2026-03-31

CIK: 0000063754

SIC: 2090 (MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K/A — mkcv_8ka-033126.htm (Primary)

EX-2.1 — AGREEMENT AND PLAN OF MERGER (ex2-1.htm)

EX-2.2 — SEPARATION AND DISTRIBUTION AGREEMENT (ex2-2.htm)

EX-10.1 — EMPLOYEE MATTERS AGREEMENT (ex10-1.htm)

GRAPHIC (ex22001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMEDMENT TO FORM 8-K

8-K/A (Primary)

Filename: mkcv_8ka-033126.htm · Sequence: 1

Amendment to Form8K

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See Explanatory Note

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2026-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT

REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March

31, 2026

McCormick & Co Inc.

(Exact name of registrant as specified in

its charter)

Maryland

001-14920

52-0408290

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

24 Schilling Road, Suite 1

Hunt

Valley, Maryland

21031

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (410) 771-7301

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

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

☐  Soliciting

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

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

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

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

Title of each

class

Trading

Symbol(s)

Name of exchange

on which registered

Common Stock

MKC-V

New York Stock Exchange

Common Stock Non-Voting

MKC

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

This Amendment No. 1 on Form 8-K/A (this

“Amendment”) amends the Current Report on Form 8-K filed by McCormick & Company, Incorporated (the

“Company” or “McCormick”) on April 1, 2026 (the “Original Form 8-K”). This Amendment amends the Original Form 8-K to (i)

amend and restate Item 1.01 of the Original Form 8-K and (ii) file copies of the Merger Agreement, the Separation and Distribution

Agreement and the Employee Matters Agreement (each as defined below) as Exhibit 2.1, 2.2 and 10.1, respectively. Except as set forth

herein, the Original Form 8-K remains unchanged.

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2026, McCormick & Company, Incorporated, a Maryland corporation

(“McCormick”), entered into definitive agreements with Unilever PLC, a public limited company registered in England and Wales

(“Unilever”), Unilever Alpha HoldCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

incorporated under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 42017560,

and wholly owned subsidiary of the Company (“DutchCo”), Sandman Corporation, a Delaware corporation and indirect, wholly owned

subsidiary of Unilever (“SpinCo”), Morpheus Merger Sub I Corp., a Delaware corporation and a direct wholly owned subsidiary

of McCormick (“Merger Sub I”), and Morpheus Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned

subsidiary of McCormick (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), pursuant to which

and subject to the terms and conditions therein, (1) Unilever will transfer its foods business (“Unilever Foods”), subject

to certain exceptions, to SpinCo, (2) Unilever will sell, or cause to be sold, certain other assets related to Unilever Foods to McCormick,

or subsidiaries of McCormick, in exchange for cash payments, and to SpinCo or its subsidiaries, in exchange for intercompany notes, (3)

if the aggregate amount of such intercompany notes and cash payments is less than $15,700,000,000, SpinCo will distribute a note to DutchCo

(the “SpinCo Note Distribution”) in the principal amount of the difference of such payments and $15,700,000,000, (4)(a) DutchCo

will distribute 84.77% (subject to certain adjustments) of the issued and outstanding shares of common stock of SpinCo (the “Distributed

SpinCo Shares”) to Unilever and will retain 15.23% of the issued and outstanding shares of common stock of SpinCo, and (b) Unilever

will distribute to its shareholders the Distributed SpinCo Shares on a pro rata basis by way of an interim dividend in specie (the “Distribution”);

provided, that, DutchCo may in certain circumstances distribute 100% of the issued and outstanding shares of common stock of SpinCo to

Unilever to distribute to its shareholders in order to obtain the desired tax treatment, as provided in the Merger Agreement (as defined

below), (5) Merger Sub I will merge with and into SpinCo (the “First Merger”), with SpinCo as the surviving corporation in

the First Merger (the “Surviving Corporation”), and (6) the Surviving Corporation will merge with and into Merger Sub II (the

“Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity.

As a result of the First Merger, each share of issued and outstanding common stock of SpinCo will be automatically converted into the

right to receive a number of shares of McCormick voting and non-voting common stock (together, “McCormick Common Stock”).

Shareholders of SpinCo will be issued shares of voting and non-voting common stock in the same proportion as the voting and non-voting

common stock outstanding as of immediately prior to the closing of the Mergers.

When the Mergers are completed, assuming Unilever does not elect to cause DutchCo

to distribute all of the stock of SpinCo held by it, Unilever shareholders will own approximately 55.1%, McCormick shareholders will own

approximately 35.0%, and DutchCo will retain approximately 9.9% of each class, respectively, of the outstanding shares of McCormick Common

Stock on a fully diluted basis. If Unilever elects to cause DutchCo to distribute all of the stock of SpinCo held by it, it will not retain

any McCormick Common Stock and Unilever shareholders will own approximately 65% of each class, respectively, of the outstanding shares

of McCormick Common Stock on a fully diluted basis. The Distribution and the Mergers, taken together, are intended to qualify as a Reverse

Morris Trust transaction that is generally tax-free to Unilever’s shareholders for U.S. federal income tax purposes, except to the

extent that cash is paid to Unilever’s shareholders in lieu of fractional shares in the Distribution or the Mergers. Notwithstanding

such intent, Unilever may elect to change the method or structure of effecting the transactions contemplated by the Merger Agreement (as

defined below) (the “Transactions”) so as to sell all or substantially all of Unilever Foods assets operated in the United

States to McCormick or a subsidiary of McCormick in a transaction that is taxable for U.S. federal income tax purposes (the “U.S.

Asset Sale Election”).

The definitive agreements entered into in connection with the Transactions include

(1) an Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2026, by and among Unilever, DutchCo,

SpinCo, McCormick, Merger Sub I and Merger Sub II, (2) a Separation and Distribution Agreement (the “Separation and Distribution

Agreement”), dated as of March 31, 2026, by and among Unilever, DutchCo, SpinCo and McCormick, and (3) an Employee Matters Agreement,

dated as of March 31, 2026 (the “Employee Matters Agreement”), by and among Unilever, SpinCo, DutchCo and McCormick. Certain

additional agreements have been or will be entered into in connection with the transactions contemplated by the Merger Agreement and the

Separation and Distribution Agreement, including, among others:

· a Stockholders’ Agreement between DutchCo and McCormick, pursuant to which DutchCo will be subject to certain restrictions, including

standstill and voting restrictions, a 5-year sell-down requirement and a one-year lockup, and will be provided customary registration

rights;

· a Transitional Services Agreement, which will govern the parties’ respective rights and obligations with respect to the provision

of certain transition services following the closing of the Transactions;

· an Asset Purchase Agreement, pursuant to which Unilever will transfer certain assets and liabilities to McCormick through a direct

asset sale in exchange for cash, including certain local transfer documents that may be required pursuant to applicable local law to effect

the transactions contemplated by the Asset Purchase Agreement;

· a Tax Matters Agreement, which will govern, among other things, Unilever’s, on one hand, and Unilever Foods’s and McCormick’s,

on the other hand, respective rights, responsibilities and obligations with respect to taxes and tax attributes (including potential payments

for the utilization of certain tax assets generated by the Transactions), the preparation and filing of tax returns, responsibility for

and preservation of the expected tax-free status of the transactions (as applicable) contemplated by the Separation and Distribution Agreement

and certain other tax matters; and

· certain intellectual property licenses, manufacturing agreements, real estate license agreements, and other agreements to be finalized

by Unilever and McCormick prior to the consummation of the transactions.

The Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth the terms and conditions regarding

the separation of Unilever Foods from Unilever. The Separation and Distribution Agreement identifies and provides for the transfer of

certain assets by Unilever and/or its subsidiaries to SpinCo, McCormick and/or their respective subsidiaries and the assumption of certain

liabilities by SpinCo, McCormick and/or their respective subsidiaries from Unilever and/or its subsidiaries.

The Separation and Distribution Agreement also governs the rights and obligations

of Unilever and SpinCo regarding the Distribution.

The Separation and Distribution Agreement also sets forth other agreements

between Unilever, SpinCo and McCormick, including adjustments for working capital, debt and debt-like items, cash balances and

transaction expenses. The Separation and Distribution Agreement governs certain aspects of the relationship between Unilever and

SpinCo after the Distribution, including provisions with respect to release of claims, indemnification, insurance, access to

financial and other information and access to and provision of records. The parties have mutual ongoing indemnification obligations

following the Distribution with respect to certain liabilities related to Unilever Foods and the remaining Unilever

business, respectively. The Separation and Distribution Agreement also provides that McCormick will guarantee certain obligations of

SpinCo following the Mergers and Unilever will guarantee certain obligations to DutchCo.

Consummation of the Distribution is subject to various conditions, including, among

other things, the satisfaction or waiver of all conditions under the Merger Agreement, completion of the reorganization, Unilever’s

receipt of certain solvency opinions and, if applicable, the completion of the SpinCo Note Distribution.

The foregoing description of the Separation and Distribution Agreement and the

transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the

full text of the Separation and Distribution Agreement, which is incorporated herein by reference to Exhibit 2.2 to this Current Report

on Form 8-K.

The Merger Agreement

As described above, the Merger Agreement provides that, immediately following

the consummation of the Distribution, Merger Sub I will merge with and into SpinCo, with SpinCo surviving as a wholly owned subsidiary

of McCormick, and immediately following the consummation of the First Merger, the Surviving Corporation will merge with and into Merger

Sub II, with Merger Sub II surviving as a wholly owned subsidiary of McCormick (the “Second Merger”). As a result of the First

Merger, each share of SpinCo common stock then issued and outstanding (other than certain excluded shares) will automatically be converted

into the right to receive a number of shares, or in the case of fractional shares, a cash payment in lieu of fractional shares as set

forth in the Merger Agreement, subject to adjustment, of McCormick Common Stock. Shareholders of SpinCo will be issued shares of voting

and non-voting common stock in the same proportion as the voting and non-voting common stock outstanding as of immediately prior to the

closing of the Mergers. Such shares (when issued) in the aggregate will represent approximately 65% of the outstanding shares of McCormick

Common Stock on a fully diluted basis (with McCormick shareholders retaining approximately 35.0%). Unless Unilever elects to cause DutchCo

to distribute all of the stock of SpinCo to Unilever’s shareholders, as is reasonably necessary to obtain the desired tax treatment,

Unilever shareholders will hold 55.1% and DutchCo will retain approximately 9.9%.

The Merger Agreement also provides that, as of immediately following the effective

time of the First Merger, McCormick shall set the size of its board of directors (the “McCormick Board”) at twelve members,

consisting of eight current McCormick directors and four individuals designated by Unilever. One of the four individuals designated by

Unilever may be a member of management or an employee or director of Unilever.

Completion of the First Merger (immediately following the

consummation of the Distribution) is subject to various closing conditions, including, among other things, (1) approval by

McCormick’s voting shareholders of the issuance of McCormick Common Stock pursuant to the Merger Agreement (the “Share

Issuance”) and certain amendments to the McCormick charter (the “Charter Amendment”); (2) the effectiveness of the

McCormick registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the “SEC”); and

(3) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended, and obtaining certain other consents, authorizations, orders or approvals from governmental authorities, including

certain other antitrust approvals and any foreign investment approvals. McCormick and Unilever will use their respective reasonable

best efforts to obtain the requisite regulatory approvals, and McCormick has agreed to take remedial actions, if required, in

connection with obtaining such requisite regulatory approvals in respect of McCormick’s business and assets (including the

Unilever Foods business and assets) that, individually or in the aggregate, generated net sales revenues up to a cap of

$1,400,000,000 (measured by net sales revenues during fiscal year 2025).

Unilever, DutchCo, SpinCo, McCormick and the Merger Subs each make certain

representations, warranties and covenants, as applicable, in the Merger Agreement, including covenants to conduct Unilever Foods and the

business of McCormick and its subsidiaries in the ordinary course of business in all material respects, as applicable, and not to take

certain actions during the period between signing and the effective time of the First Merger. McCormick also agrees, among other things,

that neither McCormick nor any of its subsidiaries will (1) solicit alternative transactions or (2) enter into discussions concerning,

or provide information or data in connection with, alternative transactions (except under limited circumstances described in the Merger

Agreement, including where the McCormick Board has received a proposal that could reasonably be expected to lead to a superior proposal

and failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, subject to certain

notice conditions). McCormick has also agreed that, shortly after the closing of the Mergers, it will grant replacement equity or cash

awards to continuing Unilever Foods employees with a value equivalent to the value of certain Unilever equity awards that were forfeited

by such employees in connection with the Separation and the Mergers, with the cost of any such replacement awards in excess of an agreed

cap borne by Unilever.

The Merger Agreement provides that McCormick will use reasonable best efforts to

list the McCormick Common Stock on a European stock exchange to be determined by Unilever during the interim period.

The Merger Agreement contains specified termination rights for Unilever and McCormick,

including (i) the right for either party to terminate the agreement if the closing has not occurred within 12 months of signing, subject

to two 6 month extensions at the request of either party and (ii) the right of Unilever to terminate the Merger Agreement as a result

of the McCormick Board changing its recommendation that shareholders approve the Share Issuance or the Charter Amendment, which would

result in the payment of a termination fee of $420,000,000 by McCormick to Unilever, in each case as more fully described in the Merger

Agreement.

Further, if the Merger Agreement is terminated under certain circumstances

where an alternative transaction proposal has been publicly announced (or otherwise communicated to the McCormick Board) prior to receipt

of the approval of the Share Issuance and the Charter Amendment by McCormick’s voting shareholders and not withdrawn within specified

time periods, and McCormick consummates or enters into an alternative transaction within 12 months of such termination, then McCormick

will be required to pay the $420 million termination fee to Unilever following the earlier of the date McCormick enters into a definitive

agreement in respect of such alternative transaction and the date McCormick consummates such transaction.

In addition, the Merger Agreement provides that McCormick will reimburse Unilever’s

transaction-related expenses in an amount up to $75 million if the Merger Agreement is terminated because McCormick’s shareholders

do not approve the Share Issuance or the Charter Amendment. The amount of the termination fee payable pursuant to the preceding two paragraphs

will be reduced by the amount of any expense reimbursement paid pursuant to this paragraph.

The foregoing description of the Merger Agreement and the transactions contemplated

thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger

Agreement, which is incorporated herein by reference to Exhibit 2.1 to this Current Report on Form 8-K.

The Separation and Distribution Agreement and the Merger Agreement are

to provide investors with information regarding their terms. They are not intended to provide any other factual information about

Unilever or McCormick. The representations, warranties, covenants and agreements contained in the Merger Agreement and the

Separation and Distribution Agreement were made only for purposes of the Merger Agreement and the Separation and Distribution

Agreement, respectively, as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement and the Separation and Distribution Agreement and the parties

expressly identified as third-party beneficiaries thereto, as applicable (except as expressly provided therein), may be subject to

limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of

allocating contractual risk between the parties to the Separation and Distribution Agreement and the Merger Agreement instead of

establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that

differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement or the Separation and Distribution Agreement and should not

rely on the representations, warranties, covenants and agreements therein or any descriptions thereof as characterizations of the

actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover,

information concerning the subject matter of representations and warranties may change after the respective dates of the Merger

Agreement and the Separation and Distribution Agreement, which subsequent information may or may not be fully reflected in Unilever’s and McCormick’s respective

public disclosures.

The Employee Matters Agreement

The Employee Matters Agreement generally addresses how the employees to

be transferred in connection with the transaction will be identified and transferred to McCormick and Unilever Foods and other related

matters, including the allocation among the parties of assets, liabilities and responsibilities with respect to terms of employment, benefit

plans and other compensation and labor matters. The Employee Matters Agreement provides that, with certain limited exceptions, Unilever

will retain all pre-Closing employee-related liabilities with respect to Unilever Foods business and that McCormick and Unilever Foods

will assume certain specified accrued defined benefit plan liabilities (and related assets, where funded), subject to an agreed cap, and

all post-closing employee-related liabilities relating to the continuing Unilever Foods employees. McCormick and Unilever Foods have

also agreed to provide certain specified levels of compensation, terms and benefits to continuing Unilever Foods employees for the twelve-month

period following the closing of the Mergers. The transfer of the French Unilever Foods business and the Dutch Unilever Foods business

are subject to completion of the requisite works council (and trade union) consultation processes in those countries and the exercise

of the French put option and the Dutch put option.

The foregoing description of the Employee Matters Agreement does not purport to

be complete and is subject to, and qualified in its entirety by reference to, the full text of the Employee Matters Agreement, which is

incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Debt Financing

In connection with entering into the Merger Agreement, on March 31, 2026, McCormick

entered into a commitment letter (the “Bridge Commitment Letter”) with Citigroup Global Markets Inc., Goldman Sachs Bank USA

and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”), pursuant to which the Commitment Parties have agreed,

subject to the terms and conditions set forth therein, to provide McCormick with certain committed financing in order to fund all or a

portion of the consideration payable in the Merger pursuant to the Merger Agreement and to pay related fees and expenses.

The Bridge Commitment Letter provides for a senior unsecured 364-day bridge term

loan credit facility (the “Bridge Facility”) in an aggregate principal amount of up to $15.7 billion. The Bridge Facility

is intended to be available to McCormick to finance, together with other sources of funds, the acquisition and related fees and expenses

in connection with the Merger and the other transactions contemplated by the Merger Agreement, in the event that McCormick has not obtained

the Permanent Financing on or prior to the closing of the Merger. The Bridge Facility is subject to customary conditions precedent to

funding, including the consummation of the acquisition materially in accordance with the terms of the Merger Agreement and other customary

funding conditions for facilities of this type. The Bridge Facility contains customary representations, warranties, covenants and indemnification

provisions.

The Bridge Commitment Letter also contemplates that McCormick will seek to obtain

permanent financing in the form of senior unsecured notes and/or senior unsecured term loans prior to the closing of the Merger (collectively,

the “Permanent Financing”). Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing

as well as the proceeds of certain asset sales and certain other events. The receipt of financing by McCormick is not a condition to McCormick’

obligation to consummate the Merger.

Cautionary Statement Regarding Forward-Looking Statements

Certain information contained in this document that are not statements of historical

or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of

1934. These statements may be identified by the use of words such as “will,” “aim,” “expects,” “anticipates,”

“intends,” “looks,” “believes,” “vision,” “ambition,” “target,”

“goal,” “plan,” “potential,” “work towards,” “may,” “milestone,”

“objectives,” “outlook,” “probably,” “project,” “risk,” “continue,”

“should,” “would be,” “seeks,” or the negative of these terms and other similar expressions of future

performance, results, actions or events, and their negatives, are intended to identify such forward-looking statements. Forward-looking

statements can be made in writing but also may be made verbally by directors, officers and employees of McCormick. The forward-looking

statements contained in this document include, without limitation, the anticipated benefits of, and our plans, strategies and objectives

relating to, the pending transaction with Unilever Foods.

These and other forward-looking statements are based on management’s current

views and assumptions. They are not historical facts, nor are they guarantees of future performance or outcomes. Many risks, uncertainties

and other factors could cause actual future events to differ materially from the forward-looking statements in this communication, including,

but not limited to: (i) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments

of the transaction, including changes in relevant tax and other applicable laws, and the occurrence of any event, change or other circumstance

that could give rise to the termination of the transaction agreement; (ii) the failure to obtain necessary regulatory approvals, approval

of our shareholders, anticipated tax treatment or any required financing, or to satisfy any of the other conditions to the transaction,

including the risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction,

may require conditions, limitations or restrictions in connection with such approvals or that such regulatory approvals may result in

the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; (iii) the risk

that the proposed transaction may not be completed on the terms or in the time frame expected by the parties, or at all; (iv) direct transaction

costs and substantial transition and integration-related costs associated with the proposed transaction with Unilever Foods; (v) the possibility

that unforeseen liabilities, future capital expenditures, revenues, expenses, charges, earnings, synergies, economic performance, indebtedness,

financial condition, losses, future prospects, business and management strategies resulting from the transaction or otherwise could adversely

impact anticipated combined company metrics and/or the value or expected benefit of, timing or pursuit of the transaction; (vi) the risks

and costs of the pursuit and/or implementation of the anticipated separation of Unilever Foods’ business, including the anticipated

timing required to complete the separation, any adjustment to the terms of the transaction and any changes to the configuration of the

businesses included in the separation if implemented; (vii) uncertainties as to McCormick’s access to available financing to consummate

the transaction upon acceptable terms and on a timely basis or at all; (viii) the failure to obtain the effectiveness of the registration

statements for the transaction or receipt of McCormick shareholder approval for the transaction and certain related matters; (ix) the

risk that combined company financial information relating to the transaction, including anticipated combined company revenues, earnings,

cash flows, capital expenditures, indebtedness and other financial metrics of the combined company; (x) the risk that the anticipated

ownership percentages of McCormick shareholders, Unilever shareholders and Unilever following the closing of the transaction may differ

from those expected; (xi) the effect of the announcement or pendency of the transaction on Unilever Foods’ or McCormick’s

business relationships, competition, business, financial condition and operating results, including risks that the transaction disrupts

current plans and operations of Unilever Foods or McCormick, the ability of Unilever Foods or McCormick to retain and hire key personnel,

risks related to diverting either management team’s attention from ongoing business operations, and risks associated with third-party

contracts containing consent and/or other provisions that may be triggered by the transaction; (xii) the ability of McCormick to successfully

integrate Unilever Foods’ operations and implement its plans, forecasts and other expectations with respect to Unilever Foods’

business or the combined business after the closing of the transaction; (xiii) the ability of McCormick to manage additional debt and

successfully de-lever following the transaction; and (xiv) the outcome of any legal proceedings that may be instituted against Unilever

Foods or McCormick related to the transaction; and other risks described in the company’s filings with the Securities and Exchange

Commission (“SEC”), including McCormick’s Annual Report on Form 10-K for the year ended November 30, 2025 and Quarterly

Report on Form 10-Q for the quarter ended February 28, 2026. Actual results could differ materially from those projected in the forward-looking

statements. The company undertakes no obligation to update or revise publicly, any forward-looking statements, whether as a result of

new information, future events or otherwise, except as may be required by law.

No Offer or Solicitation

This document is for informational purposes only and is not intended to and shall

not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or

approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by

means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Information and Where to Find It

This document relates to a proposed transaction among McCormick, Unilever and Unilever

Foods. The parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4

to be filed by McCormick with the SEC, which will include a document that serves as a proxy statement/prospectus of McCormick in connection

with the anticipated separation of Unilever Foods from Unilever and combination with McCormick, and a registration statement on Form 10

to be filed by Unilever Foods entity that serve as an information statement/prospectus in connection with the spin-off of Unilever Foods

from Unilever. Each party will also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS

ARE URGED TO READ THE REGISTRATION STATEMENTS, INFORMATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED

OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,

CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration

statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by McCormick, Unilever

Foods or Unilever through the website maintained by the SEC at www.sec.gov.

The documents filed by McCormick with the SEC also may be obtained free of charge

at McCormick’s website at https://ir.mccormick.com/ or upon written request to McCormick & Company, Incorporated, 24 Schilling

Road, Suite 1, Hunt Valley, Maryland 21031, Attention: Investor Relations Department. The documents filed by Unilever Foods or Unilever

with the SEC also may be obtained free of charge at upon written request to Unilever, Investor Relations Department, 100 Victoria Embankment,

London EC4Y 0DY, United Kingdom.

Participants in the Solicitation

McCormick and Unilever and their respective directors and executive officers may

be deemed to be participants in the solicitation of proxies from McCormick’s shareholders in connection with the proposed transaction.

Information about McCormick’s directors and executive officers and their ownership of McCormick’s common stock is set forth

in McCormick’s proxy statement for its 2025 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on February 18, 2026.

To the extent that holdings of McCormick’s securities have changed since the amounts printed in McCormick’s proxy statement,

such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information

regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction

may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Information about

the directors and executive officers of Unilever is set forth in its Annual Report on Form 20-F for the year ended December 31, 2025,

which was filed with the SEC on March 12, 2026. You may obtain free copies of these documents as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation, McCormick & Company, Incorporated, Morpheus Merger Sub I Corp. and Morpheus Merger Sub II, LLC

2.2*

Separation and Distribution Agreement, dated as of March 31, 2026, by and among Unilever PLC, Unilever Alpha HoldCo B.V., Sandman Corporation and McCormick & Company, Incorporated

10.1*

Employee Matters Agreement, dated as of March 31, 2026, by and among Unilever PLC,

Sandman Corporation, Unilever Alpha HoldCo B.V. and McCormick & Company, Incorporated

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules or similar attachments to this exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or similar attachment to the

SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

McCORMICK & COMPANY, INCORPORATED

By:

/s/ Jeffery D. Schwartz

Date: April 6, 2026

Jeffery D. Schwartz

Vice President, General Counsel & Secretary

EX-2.1 — AGREEMENT AND PLAN OF MERGER

EX-2.1

Filename: ex2-1.htm · Sequence: 2

McCormick & Co Inc. 8-K/A

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

DATED AS OF MARCH 31, 2026

by and among

UNILEVER PLC,

UNILEVER ALPHA HOLDCO B.V.,

SANDMAN CORPORATION,

MCCORMICK & COMPANY, INC.,

MORPHEUS MERGER SUB I CORP.

and

MORPHEUS MERGER SUB II, LLC

TABLE OF CONTENTS

Article I DEFINITIONS

Section 1.1

Definitions

Section 1.2

Cross References

Section 1.3

Interpretation

Article II THE MERGERS

Section 2.1

The Mergers.

Section 2.2

Closing

Section 2.3

Effective Time

Section 2.4

Organizational Documents; Managers and Officers

Section 2.5

Governance Matters

Section 2.6

Organizational Documents of Parent

Article III CONVERSION OF SHARES

Section 3.1

First Merger Effect on Capital Stock

Section 3.2

Second Merger Effect on Capital Stock

Section 3.3

Surrender and Payment

Section 3.4

Appraisal Rights

Section 3.5

Treatment of Company Awards.

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE COMPANY AND DUTCHCO

Section 4.1

Organization of the Company and DutchCo

Section 4.2

Due Authorization

Section 4.3

Governmental Consents

Section 4.4

No Conflict

Section 4.5

Litigation and Proceedings

Section 4.6

Brokers’ Fees.

Section 4.7

Internal Controls

Article V REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO SPINCO

Section 5.1

Organization of SpinCo

Section 5.2

Due Authorization

Section 5.3

Capitalization of SpinCo

Section 5.4

Subsidiaries

Section 5.5

Capitalization of Subsidiaries

Section 5.6

Governmental Consents

Section 5.7

No Conflict

Section 5.8

Title, Condition and Sufficiency of the SpinCo Business Assets

Section 5.9

Financial Information

Section 5.10

No Undisclosed Liabilities

Section 5.11

Litigation and Proceedings

Section 5.12

Real Property

Section 5.13

Tax Matters

Section 5.14

Absence of Changes

Section 5.15

Material Contracts

Section 5.16

Labor Relations

Section 5.17

Compliance with Law; Permits

Section 5.18

SpinCo Benefit Plans

Section 5.19

Intellectual Property

Section 5.20

Environmental Matters

Section 5.21

Affiliate Matters

Section 5.22

Brokers’ Fees

Section 5.23

Proxy Statement; Registration Statements

Section 5.24

Board and Shareholder Approval

Section 5.25

Parent Common Stock

Section 5.26

Data Privacy.

Section 5.27

Food Safety.

Section 5.28

No Other Representations and Warranties

Article VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBs

Section 6.1

Organization of Parent and Merger Subs

Section 6.2

Due Authorization

Section 6.3

Capital Stock and Other Matters

Section 6.4

Subsidiaries

Section 6.5

Capitalization of Subsidiaries

Section 6.6

Governmental Consents

Section 6.7

No Conflict

Section 6.8

Parent Reports and Financial Statements

Section 6.9

No Undisclosed Liabilities

Section 6.10

Litigation and Proceedings

Section 6.11

Real Property

Section 6.12

Tax Matters

Section 6.13

Absence of Changes

Section 6.14

Material Contracts

Section 6.15

Labor Relations

Section 6.16

Compliance with Law; Permits

Section 6.17

Parent Benefit Plans

Section 6.18

Intellectual Property

Section 6.19

Environmental Matters

Section 6.20

Data Privacy.

Section 6.21

Brokers’ Fees

Section 6.22

Proxy Statement; Registration Statements

Section 6.23

Opinion of Parent Financial Advisors

Section 6.24

Certain Board Findings

Section 6.25

Stockholder Approval Required

Section 6.26

SpinCo Common Stock

Section 6.27

No Stockholders Rights Plan; No Antitakeover Law

Section 6.28

Financing

Section 6.29

No Other Representations and Warranties

Article VII COVENANTS

Section 7.1

Conduct of Business by Parent and Merger Subs Pending the First Merger

Section 7.2

Conduct of Business by SpinCo Pending the First Merger

Section 7.3

Tax Matters

Section 7.4

Preparation of the Registration Statements and Prospectus; Parent Stockholders Meeting

Section 7.5

Reasonable Best Efforts

Section 7.6

Financing and Financing Cooperation

102

Section 7.7

Access to Information

108

Section 7.8

D&O Indemnification and Insurance

109

Section 7.9

No Solicitation

110

Section 7.10

Exclusivity

114

Section 7.11

Public Announcements

115

Section 7.12

Employee Non-Solicitation; Non-Competition

115

Section 7.13

Defense of Litigation

117

Section 7.14

Section 16 Matters

118

Section 7.15

Control of Other Party’s Business

118

Section 7.16

SpinCo Share Issuance

118

Section 7.17

Agreement With Respect to Release of Support Obligations

118

Section 7.18

Transaction Documents

119

Section 7.19

NYSE Listing

119

Section 7.20

Secondary Listing

120

Section 7.21

Takeover Statutes

120

Section 7.22

Obligations of Merger Subs and SpinCo

120

Section 7.23

International Asset Sales

120

Section 7.24

Further Assurances

120

Section 7.25

Sole Shareholder Approval

121

Section 7.26

Resignations

121

Section 7.27

Delivery of Required Information.

121

Article VIII CONDITIONS TO THE FIRST MERGER

122

Section 8.1

Conditions to the Obligations of SpinCo, the Company, DutchCo, Parent and Merger Subs to Effect the First Merger

122

Section 8.2

Additional Conditions to the Obligations of the Company, DutchCo and SpinCo

122

Section 8.3

Additional Conditions to the Obligations of Parent and Merger Subs

124

Article IX TERMINATION

125

Section 9.1

Termination

125

Section 9.2

Effect of Termination

126

Section 9.3

Termination Fee; Other Fees & Expenses

127

Article X MISCELLANEOUS

129

Section 10.1

Non-Survival of Representations, Warranties and Agreements

129

Section 10.2

Governing Law; Jurisdiction

129

Section 10.3

Notices

130

Section 10.4

Headings

132

Section 10.5

Entire Agreement

132

Section 10.6

Amendments and Waivers

132

Section 10.7

Assignment; Parties in Interest; Non-Parties

132

Section 10.8

Specific Performance

133

Section 10.9

Severability

134

Section 10.10

WAIVER OF JURY TRIAL

134

Section 10.11

Counterparts

134

Section 10.12

Certain Financing Provisions

134

EXHIBITS

Exhibit A

Parent Charter Amendment

Exhibit B

Stockholders Agreement Term Sheet

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of

March 31, 2026, is entered into by and among Unilever PLC, a public limited company registered in England and Wales (the “Company”),

Unilever Alpha HoldCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated

under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 42017560, and wholly

owned Subsidiary of the Company (“DutchCo”), Sandman Corporation, a Delaware corporation and indirect, wholly owned

Subsidiary of the Company (“SpinCo”), McCormick & Company, Inc., a Maryland corporation (“Parent”),

Morpheus Merger Sub I Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”),

and Morpheus Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger

Sub II” , and together with Merger Sub I, the “Merger Subs”, and each a “Merger Sub”).

Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS:

1. SpinCo is wholly owned by DutchCo, a wholly owned, direct Subsidiary of the Company;

2. contemporaneously with the execution of this Agreement, the Company, DutchCo, SpinCo and Parent are entering

into the Separation and Distribution Agreement, pursuant to which the Company and DutchCo 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

(other than the Separately Transferred Assets and Separately Assumed Liabilities) is held by the SpinCo Entities;

3. in connection with the Distribution, the Company will sell, or cause to be sold, the Separately Transferred

Assets to Parent or Subsidiaries of Parent and Parent will purchase or cause to be purchased the Separately Transferred Assets and will

assume or cause to be assumed the Separately Assumed Liabilities from the Company or its Affiliates, in exchange for a cash payment to

the Company or its Affiliates in an aggregate amount equal to the SpinCo Asset Sale Payment;

4. prior to the Distribution, in connection with the Reorganization, if the SpinCo Note Amount is greater

than zero, SpinCo will distribute a note to DutchCo with an aggregate principal amount equal to the SpinCo Note Amount (the “Note

Distribution”);

5. upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, on

the Distribution Date, if the Company has not made a U.S. Asset Sale Election or a 100% Distribution Election, (a) DutchCo will distribute

84.77% of the issued and outstanding shares of SpinCo Common Stock (the “Distribution Shares”) to the Company (the

“DutchCo Distribution”) and will retain the remaining 15.23% of shares (any such shares, the “Retained Shares”),

subject to potential adjustment pursuant to ‎Section

3.1(c)(ii), and (b) the Company will distribute all of the Distribution Shares to the Company’s shareholders without consideration

on a pro rata basis by way of an interim dividend in specie (the “Distribution”

and the Distribution together with the DutchCo Distribution and the Reorganization, the “Separation”);

6. immediately following the Distribution, at the First Merger Effective Time, the Parties will effect the

merger of Merger Sub I with and into SpinCo, with SpinCo continuing as the surviving corporation, upon the terms and subject to the conditions

set forth herein;

7. immediately following the First Merger, at the Second Merger Effective Time, the Parties will effect the

merger of SpinCo with and into Merger Sub II, with Merger Sub II continuing as the surviving entity, upon the terms and subject to the

conditions set forth herein;

8. the board of directors of Parent (the “Parent Board”) has unanimously (a) determined

that the terms of the Agreement and the transactions contemplated hereby, including the issuance of shares of Parent Common Stock pursuant

to the First Merger (the “Parent Share Issuance”) and the Parent Charter Amendment, are advisable and in the best interests

of Parent, (b) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions

contemplated hereby, including the Mergers, the Parent Share Issuance and the Parent Charter Amendment, on the terms and subject to the

conditions set forth herein, (c) resolved to recommend that the stockholders of Parent approve the Parent Share Issuance and the Parent

Charter Amendment (the “Parent Board Recommendation”), and (d) directed that each of the Parent Share Issuance and

the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders;

9. the board of directors of Merger Sub I has unanimously (a) determined that the terms of the Agreement

and the transactions contemplated hereby, including the First Merger, are advisable and in the best interests of Merger Sub I and Parent,

as its sole stockholder, (b) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation

of the transactions contemplated hereby, including the First Merger, on the terms and subject to the conditions set forth herein, (c)

resolved to recommend that Parent as sole stockholder of Merger Sub I approve and adopt this Agreement, and (d) directed that the adoption

of this Agreement be submitted to a vote of Parent as sole stockholder of Merger Sub I;

10. Parent, as the sole member of Merger Sub II has determined that the Second Merger and this Agreement are

advisable and has approved this Agreement and the transactions contemplated hereby, including the Second Merger;

11. the board of directors of SpinCo (the “SpinCo Board”) has unanimously (a) determined

that the terms of the Agreement and the transactions contemplated hereby, including the Mergers, are advisable and in the best interests

of SpinCo and its sole stockholder, (b) approved and declared advisable the execution, delivery and performance of this Agreement and

the consummation of the transactions contemplated hereby, including the Mergers, on the terms and subject to the conditions set forth

herein, (c) resolved to recommend that DutchCo as sole stockholder of SpinCo approve and adopt this Agreement, and (d) directed that the

adoption of this Agreement be submitted to a vote of DutchCo as sole stockholder of SpinCo;

12. the board of directors of DutchCo (the “DutchCo Board”) has approved this Agreement

and the transactions contemplated hereby, subject to such further action by the DutchCo Board required to declare the DutchCo 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);

13. 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 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

14. provided that the Company has not made the U.S. Asset Sale Election, it is the intention of the

Parties that, for U.S. federal income Tax purposes: (a) each Internal Distribution and the Distribution shall qualify as generally tax-free

distributions for purposes of Section 368(a)(1)(D) and/or Section 355(a) of the Code; (b) all of the stock distributed pursuant to each

Internal Distribution is “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code (and Section

355(e) of the Code does not apply to cause any such stock distributed pursuant to an Internal Distribution to be treated as other than

“qualified property”); (c) the Mergers, taken together, 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

DEFINITIONS

Section 1.1

Definitions. As used herein, the following

terms have the following meanings:

1.             “Acceptable Confidentiality Agreement” means a confidentiality agreement that contains confidentiality and use

provisions that are no less favorable in the aggregate to Parent than those contained in the Confidentiality Agreement; provided

that such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with any Party to this Agreement

or otherwise prohibiting Parent’s compliance with its obligations under this Agreement.

“Action” means any claim, action, suit, litigation, arbitration, mediation, inquiry, investigation or other

proceeding, in each case, by any Person or Governmental Authority, in each case, before, heard by or otherwise involving as a party any

Governmental Authority.

“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. For the avoidance of doubt, following

the First Merger Effective Time, Affiliates of Parent shall include the SpinCo Entities.

“AFM” means the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten).

“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.

“Antitrust Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission

Act, as amended, the HSR Act and all other applicable Laws issued by a Governmental Authority that are 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.

“Asset Purchase Agreement” means the Asset Purchase Agreement, to be entered into between the

Company and Parent, consistent with Exhibit B to the Separation and Distribution Agreement, with such changes as shall be agreed

by the Parties (with such document to be updated and amended as agreed between the Parties in good faith, provided that such changes shall

reflect the principles set out in the Separation and Distribution Agreement).

“Assumed Performance Level” means, with respect to each performance metric applicable to a Company Award, the

greater of (x) the target level of achievement and (y) (i) for any total shareholder return (TSR) metric, the actual level of achievement

as of the latest practicable date prior to the Closing Date and (ii) with respect to any other applicable metric determined on a cumulative

basis, the projected level of achievement through the remainder of the applicable performance period, determined as of the latest practicable

date prior to the Closing Date (in each case as determined by the Remuneration Committee of the Company’s Board of Directors in

good faith and consistent with past practice).

“Balance Sheet Date” means December 31, 2025.

10.           “Benefit

Plan” means each (a) “employee benefit plan” (within the meaning of Section 3(3) of ERISA but regardless of

whether such plan is subject to ERISA) and (b) any other benefit or compensation plan, program, policy, agreement, letter or

arrangement (whether written or unwritten), 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 compensation or benefit plan, program, agreement, policy or other arrangement, in each

case, that is maintained for the benefit of current and/or former directors, officers, individual consultants or employees, in each

case, excluding any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority or any

Multiemployer Plan.

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, London, United Kingdom, Amsterdam, the Netherlands or Baltimore, Maryland.

12.

“Clean Team Agreement” means that certain Clean Team Agreement, by and between Parent and the Company, dated

as of March 6, 2026.

13.

“Closing Tax Opinions” means the Distribution Tax Opinion and the Merger Tax Opinion.

14.

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

15.

“Collective Bargaining Agreement” means a collective bargaining agreement or other Contract with a labor union,

labor organization, works council or other labor organization with the exception of any such agreements which apply to a whole nation,

industry or sector.

16.

“Commercial Agreements” has the meaning set forth in the Separation and Distribution Agreement.

17.

“Company Award” means an award of restricted stock units with respect to Company Ordinary Shares held by a Transferred

SpinCo Employee granted under a Company Stock Plan which is outstanding immediately prior to the Closing Date, including any such restricted

stock units that are subject to performance-based vesting conditions.

18.

“Company Benefit Plan” means each Benefit Plan that (a) is or has been maintained, sponsored, contributed to

or entered into by the Company or any of its Affiliates for the benefit of any SpinCo Employee or Former SpinCo Employee and (b) that

is not a SpinCo Benefit Plan.

19.

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

20.

“Company Distribution Tax Representations” means the customary representations of an officer of the Company,

dated as of the Closing Date, in form and substance reasonably satisfactory to Distribution Tax Counsel, delivered to Distribution Tax

Counsel in connection with the Distribution Tax Opinion.

21.

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

22.          “Company

Material Adverse Effect” means any change, event, development, condition, occurrence or effect that has prevented,

materially impaired, materially delayed or otherwise had a material adverse effect on, or would reasonably be expected to, prevent,

materially impair, materially delay or otherwise have a material adverse effect on, in each case individually or in the aggregate,

the ability of the Company to perform its obligations hereunder or under the Separation and Distribution Agreement or to consummate

the transactions contemplated hereby and thereby, including the Mergers and the Separation.

23.

“Company Ordinary Shares” means the ordinary shares with a nominal value of £0.035 each of the Company.

24.

“Company Public Documents” means all forms, reports, schedules, statements and other documents filed or furnished

by the Company or SpinCo with the SEC, or FCA since January 1, 2024.

25.

“Company Representatives” means all individuals other than SpinCo Employees who, as of the Closing Date, are

employed by the Company or any of its Subsidiaries and who were directly involved in the transactions contemplated hereby or directly

supervised one or more SpinCo Employees immediately prior to the Closing.

26.

“Company Stock Plan” has the meaning set forth in the Employee Matters Agreement.

27.

“Company Stock Price” means the closing price of a Company Ordinary Share on the London Stock Exchange plc on

the last trading day prior to the Closing Date; provided, however, that with respect to any Company Award denominated in

American Depository Receipts (ADRs), the Company Stock Price shall be the closing per-share price of a Company Ordinary Share trading

“regular way due bills” on the NYSE on the last trading day prior to the Closing Date.

28.

“Compliant” means, with respect to the Required Information, that (a) such Required Information does not, taken

as a whole, contain any untrue statement of a material fact regarding SpinCo and its Subsidiaries or omit to state any material fact regarding

SpinCo and its Subsidiaries necessary in order to make such Required Information, in light of the circumstances under which the statements

contained in the financial information are made, not materially misleading, (b) such Required Information complies in all material respects

with all requirements of Regulation S-K and Regulation S-X under the Securities Act for a registered public offering of debt, equity or

equity-linked securities on Form S-3 that would be applicable to such Required Information, (c) SpinCo, the Company and its Subsidiaries

have not stated their intent to, or determined that they must, restate any historical financial information included in the Required Information

or that any such restatement is under consideration or may be a possibility, (d) no independent registered public accounting firm shall

have withdrawn, amended or qualified any audit report with respect to any financial statements contained in the Required Information and

(e) the financial statements and other financial information included in such Required Information would not be deemed stale or otherwise

be unusable under the requirements of Regulation S-X under the Securities Act for a registered public offering of debt, equity or equity-linked

securities on Form S-3 and are sufficient to permit SpinCo’s independent registered public accounting firm to issue a customary

“comfort” letter to the financing sources to the extent required as part of a Permanent Financing, including as to customary

negative assurances and change period, in order to consummate any offering of debt, equity or equity-linked securities on any day on or

prior to the Closing Date.

29.

“Confidentiality Agreement” means that certain Confidentiality Agreement, by and between Parent and the Company,

dated as of February 24, 2026.

30.

“Consent” means any consent, clearance, expiration or termination of a waiting period, approval, exemption,

waiver, authorization, filing, registration or notification.

31.

“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.

32.

“Contribution” means the separation of the SpinCo Business from the Company Business and the transfer of SpinCo

Assets to SpinCo or any of the SpinCo Subsidiaries and the assumption of the SpinCo Liabilities by SpinCo or any of the SpinCo Subsidiaries,

in each case pursuant to and in accordance with the Separation and Distribution Agreement.

33.

“Cut-Off Time” has the meaning set forth in the Separation and Distribution Agreement.

34.

“Data Sharing Agreement” has the meaning set forth in the Separation and Distribution Agreement.

35.

“DGCL” means the Delaware General Corporation Law.

36.

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

37.

“Distribution Tax Opinion” means a written opinion of WLRK (or, if WLRK is unwilling or unable to issue the

Distribution Tax Opinion, such other nationally recognized tax counsel as may be reasonably acceptable to the Company Board) (“Distribution

Tax Counsel”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Company Board, regarding the

qualification of each Internal Distribution and the Distribution as transactions (a) that qualify as a generally tax-free distribution

for purposes of Section 368(a)(1)(D) and/or Section 355(a) of the Code, and (b) in which all of the stock distributed pursuant to each

Internal Distribution is “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code (and Section

355(e) of the Code does not apply to cause any such stock distributed pursuant to an Internal Distribution to be treated as other than

“qualified property”). In the event the receipt of the Distribution Tax Opinion is a condition to the obligations of the Company,

DutchCo and SpinCo to consummate the First Merger pursuant to Section 8.2(e), the Company Board shall not be entitled to require

an opinion at a greater than “should” level of comfort.

38.

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

39.

“DLLCA” means the Delaware Limited Liability Company Act.

40.

“Dutch SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement.

41.

“Employee Matters Agreement” has the meaning set forth in the Separation and Distribution Agreement.

42.

“Employee Tax” means any income tax, employee National Insurance contributions and any other Tax or employee

social security obligation of a similar nature introduced in substitution for, or in addition to, such Taxes or employee social security

obligations, and similar Tax or employee social security obligations in any other jurisdiction.

43.

“Environmental Laws” means any Law relating to pollution, protection or cleanup of the environment, human health

and safety or the disposal, generation, handling, labeling, management, manufacture, registration, storage, transportation, treatment,

use or Release of or exposure to Hazardous Materials.

44.

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

45.

“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.

46.

“Euronext Amsterdam” means Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V.

47.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

48.

“Foreign Investment Laws” means any applicable Laws issued by a Governmental Authority that are designed or

intended to regulate, restrict, or require approval of foreign direct investment, including any applicable foreign investment review,

screening, or notification regime.

49.

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

50.

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

51.

“FCA” means the UK Financial Conduct Authority.

52.

“Foreign Benefit Plan” means any Benefit Plan that is maintained (i) primarily for the benefit of employees

outside the United States or (ii) pursuant to the Laws of a country other than the United States.

53.

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

54.

“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, with the actual intent to induce the other Party to rely upon the

inaccuracy and such other Party having reasonably relied upon such inaccuracy.

55.

“French SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement.

56.

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

57.

“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 or self-regulatory authority, agency, commission, body, department or other instrumentality, and any court, arbitral body

or tribunal of competent jurisdiction.

58.

“Hazardous Material” 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, or any other substance,

material or waste 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), radon, asbestos, radioactive materials, per-

and polyfluoroalkyl substances and polychlorinated biphenyls.

59.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations

promulgated thereunder.

60.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards

Board (IASB) and UK-adopted international accounting standards.

61.

“Intellectual Property Rights” has the meaning set forth in the Separation and Distribution Agreement.

62.

“Intellectual Property SpinCo Agreements” 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.

“Internal Distribution” has the meaning set forth in the Separation and Distribution Agreement.

65.

“Internal Asset Sales” has the meaning set forth in the Separation and Distribution Agreement.

66.

“Internal Asset Sales Payments” means the principal amount of any notes issued to the Company and/or the other

members of the Company Group in consideration for the Internal Asset Sales that will remain outstanding immediately following the First

Merger.

67.

“Intervening Event” means any event, development or change in circumstances with respect to Parent or any of

its Subsidiaries that is material to Parent and the Parent Subsidiaries (taken as a whole) first occurring or coming to the attention

of the Parent Board after the date of this Agreement and prior to obtaining the Parent Stockholder Approval, and which was not known by,

and was not reasonably foreseeable to, the Parent Board as of or prior to the date of this Agreement (or which was known or reasonably

foreseeable, but in respect of which the probability or magnitude of the consequences were not known or reasonably foreseeable as of the

date hereof); provided, however, that in no event shall (a) the receipt, existence or terms of a Competing Proposal, (b)

any events, developments or changes in circumstances of the Company or the SpinCo Entities, (c) the status of the Mergers under the HSR

Act or of any of the other Requisite Regulatory Approvals, (d) any change in the price, or change in trading volume, of Parent Common

Stock (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), (e) meeting or exceeding internal or analysts’ expectations, projections or results of operations (but

not, in each case, the underlying cause thereof, unless such underlying cause would otherwise be excepted by another clause of this definition),

(f) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock,

bond or debt prices) or (g) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the

interpretation thereof, constitute or be deemed to contribute to an Intervening Event.

68.

“Inventory” has the meaning set forth in the Separation and Distribution Agreement.

69.

“IOM Agreements” has the meaning set forth in the Separation and Distribution Agreement.

70.

“IRS” means the United States Internal Revenue Service.

71.

“IRS Ruling” means a private letter ruling from the IRS regarding such matters germane to the U.S. federal income

Tax consequences of the Distribution, one or more Internal Distributions and/or the Mergers and any related transactions as the Company

may determine.

72.

“IRS Ruling Request” means the request for the IRS Ruling that may be submitted by the Company to the IRS.

73.

“IT Assets” has the meaning set forth in the Separation and Distribution Agreement.

74.

“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, (b) with respect to SpinCo, the actual knowledge of the persons set forth in Section

1.1(b) of the SpinCo Disclosure Schedule, and (c) with respect to Parent, the actual knowledge of the persons set forth in Section

1.1(a) of the Parent Disclosure Schedule.

75.

“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.

76.

“Liability” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute

or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether direct or indirect, and whether due or to become

due).

77.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, exclusive license, purchase

option, right of first refusal, security interest or other lien of any kind.

78.

“LSE” means the London Stock Exchange.

79.

“MergerSub Employer” has the meaning set forth in the Employee Matters Agreement.

80.

“Merger Sub Stockholder Approval” means the approval of the First Merger by Parent as the sole stockholder of

Merger Sub I in accordance with the DGCL and the Organizational Documents of Merger Sub I.

81.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 3(37) or Section

4001(a)(3) of ERISA.

82.

“Net Working Capital” has the meaning set forth in the Separation and Distribution Agreement.

83.

“New Issuance Amount” means (a) the quotient of 65 divided by 35, multiplied by (b) the

sum of (i) the number of issued and outstanding shares of Parent Common Stock as of the close of business on the second trading day prior

to the Closing Date, and (ii) the number of shares of Parent Common Stock underlying Parent Options, Parent RSU Awards, Parent PSU Awards,

and any other awards or other equity of Parent outstanding as of the close of business on the second trading day prior to the Closing

Date (assuming, in the case of the Parent PSU Awards, achievement of target performance or, if any higher level of performance is determined

or deemed to be satisfied prior to or in connection with the Closing, assuming achievement of such higher level of performance) calculated

using the treasury stock method based on the volume-weighted average trading price (computed using the applicable Bloomberg function)

of the applicable type of Parent Common Stock underlying such equity awards, over the five (5) consecutive trading days ending on (and

including) the second trading day prior to the Closing Date, rounded up to the nearest whole number, as adjusted, if applicable, pursuant

to Section 7.3(h).

84.          “Non-Voting

Stock Exchange Ratio” means the quotient of (a) (i) the New Issuance Amount, multiplied by (ii) the quotient of (x)

the sum of (A) the number of issued and outstanding shares of Parent Non-Voting Common Stock as of the close of business on the

second trading day prior to the Closing Date and (B) the number of shares of Parent Non-Voting Common Stock underlying Parent

Options, Parent RSU Awards, Parent PSU Awards and any other awards or other equity of Parent outstanding as of the close of business

on the second trading day prior to the Closing Date (assuming, in the case of the Parent PSU Awards, achievement of target

performance or, if any higher level of performance is determined or deemed to be satisfied prior to or in connection with the

Closing, assuming achievement of such higher level of performance) calculated using the treasury stock method based on the

volume-weighted average trading price (computed using the applicable Bloomberg function) of Parent Non-Voting Common Stock

underlying such equity awards, divided by (y) the sum of (A) the total number of shares of Parent Common Stock issued and

outstanding as of the close of business on the second trading day prior to the Closing Date and (B) the number of shares of Parent

Common Stock underlying Parent Options, Parent RSU Awards, Parent PSU Awards and any other awards in respect of Parent Common Stock

or other equity of Parent outstanding as of the close of business on the second trading day prior to the Closing Date (assuming, in

the case of the Parent PSU Awards, achievement of target performance or, if any higher level of performance is determined or deemed

to be satisfied prior to or in connection with the Closing, assuming achievement of such higher level of performance) calculated

using the treasury stock method based on the volume-weighted average trading price (computed using the applicable Bloomberg

function) of the applicable type of Parent Common Stock underlying such equity awards, over the five (5) consecutive trading days

ending on (and including) the second trading day prior to the Closing Date; divided by (b) the number of shares of SpinCo

Common Stock issued and outstanding immediately prior to the First Merger Effective Time, subject to adjustment as set forth

herein.

85.

“NYSE” means the New York Stock Exchange.

86.

“OFAC” means the U.S. Department of the Treasury Office of Foreign Assets Control.

87.

“Open Source Software” means any software that is subject to or licensed, provided or distributed under, any

license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free

Software Definition (as promulgated by the Free Software Foundation as of the date of this Agreement) or any similar license for “free,”

“publicly available” or “open source” software, including the GNU General Public License, the Lesser GNU General

Public License, the Apache License, the BSD License, Mozilla Public License (MPL), the MIT License or any other license that includes

similar terms.

88.

“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; (d) with respect to the

Company, the memorandum and articles of association of the Company; (e) with respect to any other entity, governing or organizational

documents of similar substance to any of the foregoing, in the case of each of clauses (a) through (e) above, as may be in effect from

time to time.

89.

“Parent Benefit Plan” means each Benefit Plan that is or has been maintained, sponsored, contributed to or entered

into by Parent or any of its Affiliates for the benefit of their respective current or former employees.

90.

“Parent Board Designee” means a member of the Corporate Integration Committee, which shall be the Chair of the

Parent Board and the Lead Independent Director of the Parent Board, or such other individuals as may be selected by the directors of the

Parent Board.

91.

“Parent Business” means the respective businesses of Parent and its Subsidiaries as conducted as of the date

hereof.

92.

“Parent Charter” means the Articles of Incorporation of Parent, as amended, supplemented or corrected from time

to time.

93.

“Parent Common Stock” means the Parent Non-Voting Common Stock and the Parent Voting Common Stock.

94.

“Parent Datasite” means the datasite established by Parent for purposes of due diligence of Parent and the Parent

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).

95.

“Parent Disclosure Schedule” means the Disclosure Schedule delivered by Parent to the Company and SpinCo on

the date hereof and identified as such.

96.

“Parent Distribution Tax Representations” means the customary representations of an officer of Parent, dated

as of the Closing Date, in form and substance reasonably satisfactory to Distribution Tax Counsel, delivered to Distribution Tax Counsel

in connection with the Distribution Tax Opinion.

97.

“Parent Employee Material Jurisdiction” means the United States of America, China, Poland, UK, Canada, France,

Mexico, Australia, El Salvador and Italy.

98.

“Parent Employee Non-Material Jurisdiction” means

any jurisdiction in which Parent employees are employed, other than any Parent Employee Material Jurisdiction.

99.

“Parent Foreign Benefit Plan” means each Parent Benefit Plan that is a Foreign Benefit Plan.

100.

“Parent Intellectual Property” means the Intellectual Property Rights owned by Parent or any of its Subsidiaries.

101.

“Parent IT Assets” means all IT Assets owned, leased or licensed by Parent or any of its Subsidiaries and used

in the Parent Business.

102.

“Parent Lender Parties” means the Parent Lenders, together with their Affiliates, their Affiliates’ current

or future officers, directors, employees, advisors, agents, representatives, stockholders, limited partners, managers, members, partners,

trustees, controlling parties, advisors, accountants, attorneys, consultants, investment bankers and funding sources and their successors

and assigns, in each case in their respective capacities as such; provided that neither Parent nor any Affiliate thereof shall

be a Parent Lender Party.

103.

“Parent Lenders” means the entities that have committed or commit, after the date hereof, to provide or otherwise

enter into agreements in connection with the Financing or the Permanent Financing, including the parties to the Debt Commitment Letter,

any Financing Agreement and any joinder agreements, purchase agreements, credit agreements or indentures (or similar definitive financing

documents) relating to the Financing or the Permanent Financing.

104.

“Parent LTI Awards” means, collectively, Parent Options, Parent RSU Awards, and Parent PSU Awards.

105.

“Parent Material Adverse Effect” means any change, event, development, condition, occurrence or effect that

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 Parent and the Parent

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 Parent Material Adverse Effect: (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 outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, acts of foreign

or domestic terrorism or civil unrest, (vi) any changes generally affecting the industries in which Parent and the Parent Subsidiaries

operate, (vii) any changes resulting from the execution of this Agreement, the Separation and Distribution Agreement or the other Transaction

Documents or the announcement or the pendency of the Mergers 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, the Separation and Distribution Agreement or the other Transaction Documents or the announcement

or the pendency of the Mergers or the Separation), (viii) any changes in Parent’s stock price or the trading volume of Parent’s

stock or any change in the credit rating of Parent (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), (ix) any changes resulting from any action required to be taken

by the terms of this Agreement (other than pursuant to ‎Section

7.1), (x) 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),

(xi) any changes resulting from any epidemics, pandemics or disease, (xii) any stockholder or derivative litigation arising from or relating

to this Agreement or the transactions contemplated hereby or (xiii) changes in or the imposition of any tariffs, or any actions relating

to trade disputes; provided that in the case of clauses (i), (ii), (iii), (iv), (v), (vi) or (xiii), if such changes, events, developments,

conditions, occurrences or effects disproportionately impact Parent and the Parent Subsidiaries, taken as a whole, as compared to other

participants in similar industries in which Parent and the Parent Subsidiaries conduct their businesses, only the incremental disproportionate

impact thereof may be taken into account in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected

to occur.

106.

“Parent Merger Tax Representations” means the customary representations of an officer of Parent, dated as of

the Closing Date, in form and substance reasonably satisfactory to WLRK, delivered to WLRK in connection with the Merger Tax Opinion.

107.

“Parent Non-Voting Common Stock” means the non-voting common stock, par value $0.01 per share, of Parent.

108.

“Parent Option” means an option to purchase Parent Common Stock granted under a Parent Stock Plan.

109.

“Parent Owned Real Property” means all real property owned by Parent or any of its Subsidiaries.

110.

“Parent Privacy Requirements” means (i) all applicable Privacy Laws, and (ii) Parent’s and its Subsidiaries’

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.

111.

“Parent PSU Award” means a performance stock unit award granted under a Parent Stock Plan.

112.

“Parent Registration Statement” means the registration statement on Form S-4 to be filed by Parent with the

SEC to effect the registration under the Securities Act of the issuance of the shares of Parent Common Stock that will be issued to holders

of SpinCo Common Stock pursuant to the First Merger (as amended and supplemented from time to time).

113.

“Parent RSU Award” means a restricted stock unit award granted under a Parent Stock Plan.

114.

“Parent SEC Documents” means all forms, reports, schedules, statements and other documents required to be filed

or furnished by Parent with the SEC since January 1, 2024.

115.

“Parent Stock Plan” means the McCormick 2022 Omnibus Incentive Plan, the McCormick Amended and Restated 2013

Omnibus Incentive Plan, McCormick 2007 Omnibus Incentive Plan, and the McCormick 2004 Long-Term Incentive Plan (each as amended).

116.

“Parent Stockholder Approval” means the approval of (a) the Parent Share Issuance at the Parent Stockholders

Meeting by the affirmative vote of a majority of all the votes cast by the holders of Parent Voting Common Stock entitled to vote thereon,

and (b) the Parent Charter Amendment at the Parent Stockholders Meeting by the affirmative vote of a majority of all the votes entitled

to be cast thereon by the holders of Parent Voting Common Stock.

117.

“Parent Subsidiaries” means all direct and indirect Subsidiaries of Parent. For the avoidance of doubt, following

the First Merger Effective Time, the Parent Subsidiaries shall include the SpinCo Entities.

118.

“Parent Tax Representations” means the Parent Distribution Tax Representations and the Parent Merger Tax Representations.

119.

“Parent Voting Common Stock” means the voting common stock, par value $0.01 per share, of Parent.

120.

“Patent” has the meaning set forth in the Separation and Distribution Agreement.

121.

“Permits” means licenses, franchises, permits, certificates, approvals and authorizations from Governmental

Authorities.

122.

“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’, 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 due and payable or (ii) which

are being contested in good faith by appropriate proceedings or for which adequate reserves have been established in accordance with GAAP;

(d) licenses of and other grants of rights to (including through covenants not to assert) Intellectual Property Rights granted in the

ordinary course of business consistent with past practice; (e) any encroachments, overlaps, overhangs, variations in area or measurement,

servitudes or easements (including conservation easements and public trust easements, rights-of-way, road use Contracts, covenants, conditions,

restrictions, reservations, licenses, Contracts and other similar non-monetary matters) of public record which would be disclosed by a

current accurate, and guaranteed survey of the applicable real property (provided, however, that the same, 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 or marketability of title of the applicable real property subject thereto); (f) purchase money Liens and Liens

securing rental payments under capital lease agreements; (g) pledges or deposits made in the ordinary course of business 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; (h) liens arising under conditional sales Contracts and equipment

leases with third parties entered into in the ordinary course of business; (i) pledges or deposits to secure public or statutory obligations

unrelated to any default or violation of any Law; (j) 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); (k) Liens securing the Financing or Permanent Financing; (l) restrictions

on transfer resulting from securities Laws; and (m) Liens described on Section 1.1(d) of the SpinCo Disclosure Schedule or Section

1.1(b) of the Parent Disclosure Schedule.

123.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated

association, joint venture, joint stock company, Governmental Authority or other organization or entity of any kind.

124.

“Personal Information” means all information in any form or media that alone or in combination with other information

identifies, describes, relates to or is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly,

with an identified or identifiable 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 (e.g., “personal data,”

“personally identifiable information” or “PII”).

125.

“Privacy Laws” means any and all applicable Laws 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 the Federal Trade Commission Act, California Consumer Privacy Act (CCPA), Payment

Card Industry Data Security Standard (PCI-DSS), EU General Data Protection Regulation (GDPR), any and all applicable Laws relating to

breach notification, the use of biometric identifiers, and the use of Personal Information for marketing purposes.

126.

“Proxy Statement” means the proxy statement to be mailed to the stockholders of Parent relating to the Parent

Stockholders Meeting, including any amendments or supplements thereto.

127.

“PwC” means PricewaterhouseCoopers LLP.

128.

“Qualified SpinCo Common Stock” means SpinCo Common Stock received by holders of Company Ordinary Shares 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), within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes the

Distribution. This definition (and the application thereof) is intended to monitor compliance with Section 355(e) of the Code and shall

be interpreted accordingly.

129.

“Record Date” means the date and time determined by the Company Board as the record date and time for determining

stockholders of the Company entitled to receive shares of SpinCo Common Stock in the Distribution.

130.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging,

injecting, depositing, escaping, leaching, disposing or dumping into or through the environment.

131.

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

132.

“Replaced Portion” means, with respect to each unvested Company Award that is outstanding as of the Closing

Date (or, if later, a Transfer Date) and held by a SpinCo Employee, a portion of such award covering a number of Company Ordinary Shares

equal to (a) the total number of Company Ordinary Shares subject to such award (determined based on deemed satisfaction of the performance

conditions applicable to such award at the target level of performance achievement) minus the Retained Portion (b) multiplied

by (c) the Assumed Performance Level.

133.

“Replacement Parent Award” means, in respect of the Replaced Portion of each Company Award, a cash or equity

award granted by Parent pursuant to Section 3.5, representing the right to receive shares of Parent Common Stock (or, at Parent’s

election, a cash equivalent) in respect of the Replacement Value.

134.

“Replacement Value” means the product of (i) the number of Company Ordinary Shares subject to the Replaced

Portion of each Company Award and (ii) the Company Stock Price, which value shall be converted (as applicable) into euros (€) using

the closing euro spot rate, as quoted by WM Reuters at or about midday (London time) on the day on which the Cut-Off Time falls (consistent

with the Accounting Principles set forth on Exhibit A to the Separation and Distribution Agreement).

135.

“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.

136.

“Required Information” means, with respect to each of SpinCo and its Subsidiaries:

(a)

audited consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows

for each of the two fiscal years ending (i) December 31, 2025, as promptly as practicable through the exercise of commercially reasonable

efforts (and, in no event later than March 31, 2027), (ii) December 31, 2026, by March 31, 2027 in the event the Closing Date occurs after

that date, and (iii) December 31, 2027, by March 31, 2028 in the event the Closing Date occurs after that date, each prepared in accordance

with GAAP applied on a consistent basis for the periods covered thereby (including, applicable comparison periods) and meeting the requirements

of Regulation S-X under the Securities Act and all accounting rules and regulations of the SEC applicable to a registration statement

on Form S-3;

(b)

unaudited consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows

for each completed fiscal quarter (other than the fourth fiscal quarter) ended after December 31, 2025 (and the corresponding prior-year

periods), in each case (x) prepared in accordance with GAAP, as applicable, and meeting the requirements of Regulation S-X under the Securities

Act and all accounting rules and regulations of the SEC applicable to a registration statement on Form S-3, as promptly as practicable

through the exercise of commercially reasonable efforts after the delivery of the first audited financial statements pursuant to the foregoing

clause (a), with the first of such quarterly financial statements required to be delivered within 90 days of the end of such fiscal quarter

and each subsequent quarterly financial statements required to be delivered within 60 days of the end of the applicable fiscal quarter

and (y) reviewed by the applicable independent registered public accounting firm in accordance with AS Section 4105 (Reviews of Interim

Financial Information);

to the limitations set forth in Section 7.6(g)(I), reasonable and customary information and assistance to permit Parent to

prepare customary pro forma financial statements and any other pro forma information, including any pro forma adjustments, giving

effect to the Transactions and the Financing or Permanent Financing (as applicable) as required by Article 11 of Regulation S-X,

regardless of when such pro forma financial statements would otherwise be required to be filed with the SEC (regardless of the

passage of time), meeting the requirements of Regulation S-X under the Securities Act and all accounting rules and regulations of

the SEC applicable to a registration statement on Form S-3; and

(d)

subject to the limitations set forth in Section 7.6(g)(I), such other customary and pertinent information as may be reasonably

requested by the Parent Lender Parties to the extent such information is customarily included in offering documents for investment grade

debt securities or is necessary to receive customary “comfort” letters (including negative assurance and customary change

period comfort) and customary consents or authorization letters and management representation letters to the inclusion of the relevant

auditor reports from the applicable independent registered public accounting firm.

137.

“Requisite Regulatory Approvals” means (i) the expiration or termination of the applicable waiting period under

the HSR Act in connection with the Mergers (and any extension thereof under the HSR Act), and (ii) all regulatory authorizations, consents,

clearances, orders, approvals or expirations of applicable waiting periods under applicable Antitrust Laws or Foreign Investment Laws,

in each case, as set forth on Section 1.1(c) of the Parent Disclosure Schedule.

138.

“Retained Portion” means, with respect to each unvested Company Award that is outstanding as of the Closing

Date (or, if later, a Transfer Date) and held by a SpinCo Employee, a portion of such award covering a number of Company Ordinary Shares

equal to the product of (a) the total number of Company Ordinary Shares subject to such award (determined based on deemed satisfaction

of the performance conditions applicable to such award at the target level of performance achievement) and (b) a fraction, the numerator

of which is the total number of days from the grant date through the Closing Date (or, if later, a Transfer Date) and the denominator

of which is the total number of days in the vesting period; provided, however, that with respect to each Company Award with

a final scheduled vesting date occurring prior to the first anniversary of the Closing Date, the Retained Portion shall mean the entire

award.

139.

“Sanctioned Country” means (a) any country or region or government thereof that is the subject or target of

a comprehensive embargo under applicable Sanctions (as of the date hereof, Cuba, Iran, North Korea, Venezuela, and the Crimea, the so-called

“Donetsk People’s Republic,” the so-called “Luhansk People’s Republic,” Kherson and Zaporizhzhia regions

of Ukraine); and (b) solely with respect to any transactions or dealings between April 24, 2019, and June 30, 2025, Syria.

140.

“Sanctioned Person” means any Person that is the subject or target of Sanctions, including: (a) any Person listed

on any Sanctions-related restricted party list maintained by any Governmental Authority administering Sanctions, including the OFAC List

of Specially Designated Nationals and Blocked Persons; (b) any Person located, organized, or resident in a Sanctioned Country; or (c)

any Person that is, in the aggregate, fifty percent (50%) or greater owned or otherwise controlled, directly or indirectly, by a Person

or Persons described in clauses (a)–(b).

141.         “Sanctions”

means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws administered or enforced by (a) the

United States (including by OFAC or the U.S. Department of State), (b) the United Nations Security Council, or (c) any other

relevant Governmental Authority.

142.

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

143.

“Separately Assumed Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

144.

“Separately Transferred Assets” has the meaning set forth in the Separation and Distribution Agreement.

145.

“Separate Transfer Instruments” has the meaning set forth in the Separation and Distribution Agreement.

146.

“Separation and Distribution Agreement” means that Separation and Distribution Agreement dated as of the date

hereof among the Company, DutchCo, Parent and SpinCo.

147.

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

148.

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

149.

“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, the Company or any of its Subsidiaries, or any “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 or any of its Subsidiaries (other than a SpinCo Entity), any holder of five percent (5%) or more of

the Company’s outstanding equity securities or any shareholder of any SpinCo Entity (other than another SpinCo Entity) on the other

hand; provided that for purposes of this definition, Contract shall not include any Company Benefit Plan.

150.

“SpinCo Asset Sale Payment” means the aggregate purchase price under the Separate Transfer Instruments (excluding

any amount of VAT thereon, and for the avoidance of doubt, not including any amounts payable in respect of Transfer Taxes in connection

therewith, the responsibility for and the burden of such VAT and Transfer Taxes being allocated in accordance with the Tax Matters Agreement).

151.

“SpinCo Assets” has the meaning set forth in the Separation and Distribution Agreement; provided, that,

notwithstanding Section 2.16(e) of the Separation and Distribution Agreement, for purposes of this Agreement, the “SpinCo Assets”

shall include the French SpinCo Assets and the Dutch SpinCo Assets (as each is defined in the Separation and Distribution Agreement).

152.

“SpinCo Benefit Plan” means each Benefit Plan that is (a) maintained, sponsored or contributed to solely by

a SpinCo Entity or to which any SpinCo Entity is a party or under which any SpinCo Entity otherwise has any Liability or obligations,

contingent or otherwise, or (b) solely for the benefit of SpinCo Employees and/or Former SpinCo Employees, provided, however,

that a “SpinCo Benefit Plan” shall not include any Benefit Plan that is retained by any members of the Company Group (as defined

in the Employee Matters Agreement) following the First Merger Effective Time.

153.

“SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement; provided, that,

notwithstanding Section 2.16(e) of the Separation and Distribution Agreement, for purposes of this Agreement, the “SpinCo Business”

shall include the French SpinCo Business and the Dutch SpinCo Business (as each is defined in the Separation and Distribution Agreement).

154.

“SpinCo Business Assets” means the SpinCo Assets and the Separately Transferred Assets.

155.

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

156.

“SpinCo Common Stock” means the common stock, par value $0.01 per share, of SpinCo.

157.

“SpinCo Contract” has the meaning set forth in the Separation and Distribution Agreement.

158.

“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 Parent).

159.

“SpinCo Disclosure Schedule” means the Disclosure Schedule delivered by the Company and SpinCo to Parent on

the date hereof and identified as such.

160.

“SpinCo Distribution Tax Representations” means the customary representations of an officer of SpinCo, dated

as of the Closing Date, in form and substance reasonably satisfactory to Distribution Tax Counsel, delivered to Distribution Tax Counsel

in connection with the Distribution Tax Opinion.

161.

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

162.

“SpinCo Employee Material Jurisdiction” means each of those jurisdictions set forth in Section 1.1(c) of the

SpinCo Disclosure Schedule.

163.

“SpinCo Employee Non-Material Jurisdiction” means

any jurisdiction in which SpinCo Employees are employed, other than any SpinCo Employee Material Jurisdiction.

164.

“SpinCo Entities” has the meaning set forth in the Separation and Distribution Agreement.

165.

“SpinCo Financial Information” means, collectively, the unaudited aggregated profit and loss accounts for the

SpinCo Business, comprising turnover, supply chain costs, gross profit, brand and marketing investment costs and profit before overhead,

for each of the financial years ended December 31, 2023, December 31, 2024, and December 31, 2025, attached to Section 5.9 of the

SpinCo Disclosure Schedule.

166.

“SpinCo Foreign Benefit Plan” means each SpinCo Benefit Plan that is a Foreign Benefit Plan.

167.

“SpinCo Group” has the meaning set forth in the Employee Matters Agreement.

168.

“SpinCo Indebtedness” has the meaning set forth in the Separation and Distribution Agreement.

169.

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

170.

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

171.

“SpinCo Leased Real Property” has the meaning set forth in the Separation and Distribution Agreement.

172.

“SpinCo Liabilities” has the meaning set forth in the Separation and Distribution Agreement; provided,

that, notwithstanding Section 2.16(e) of the Separation and Distribution Agreement, for purposes of this Agreement, the “SpinCo

Liabilities” shall include the French SpinCo Liabilities and the Dutch SpinCo Liabilities (as each is defined in the Separation

and Distribution Agreement).

173.         “SpinCo

Material Adverse Effect” means any change, event, development, condition, occurrence or effect that 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: (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, IFRS 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 outbreak or escalation of any military

conflict, declared or undeclared war, armed hostilities, acts of foreign or domestic terrorism or civil unrest, (vi) any changes

generally affecting the industries in which the SpinCo Entities conduct their businesses, (vii) any changes resulting from the

execution of this Agreement, the Separation and Distribution Agreement or any other Transaction Document or the announcement or the

pendency of the Mergers 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, the Separation and Distribution Agreement or any other Transaction

Document 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 7.2), (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), (x) any changes resulting from any

epidemics, pandemics or disease or (xi) changes in or the imposition of any tariffs, or any actions relating to trade disputes; provided

that in the case of clauses (i), (ii), (iii), (iv), (v), (vi) or (xi), if such changes, events, developments, conditions,

occurrences or effects disproportionately impact the SpinCo Entities or the SpinCo Business, taken as a whole, as compared to other

participants in similar industries to 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.

174.

“SpinCo Merger Tax Representations” means the customary representations of an officer of SpinCo, dated as of

the Closing Date, in form and substance reasonably satisfactory to WLRK, delivered to WLRK in connection with the Merger Tax Opinion.

175.

“SpinCo Note Amount” has the meaning set forth in the Separation and Distribution Agreement.

176.

“SpinCo Owned Real Property” has the meaning set forth in the Separation and Distribution Agreement.

177.

“SpinCo Privacy Requirements” means (i) all applicable Privacy Laws, and (ii) the Company’s, its

Subsidiaries’ and the SpinCo Entities’ 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.

178.

“SpinCo Real Property Leases” has the meaning set forth in the Separation and Distribution Agreement.

179.

“SpinCo Registration Statement” means the registration statement on Form 10 or any other applicable registration

statement to be filed or confidentially submitted by SpinCo with the SEC to effect the registration of the shares of SpinCo Common Stock

under the Exchange Act or the Securities Act, as applicable, in connection with the Distribution, as such registration statement may be

amended or supplemented from time to time prior to the Distribution Time.

180.

“SpinCo Subsidiaries” means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization

and each Person proposed to be transferred, assigned, sold or conveyed (directly or indirectly) to Parent or any of its Subsidiaries pursuant

to the Separate Transfer Instruments.

181.

“Stockholders Agreement” has the meaning set forth in the Stockholders Agreement Term Sheet set forth on Exhibit

182.

“Subsidiary” means, with respect to any Person, a corporation or other entity of which more than fifty percent

(50%) of the voting power of the equity securities or Interests that by their terms have ordinary voting power to elect a majority of

the board of directors or other similar body is owned or controlled, directly or indirectly, by such Person, or any organization of which

such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member or holds a similar role.

183.

“Support Obligations” means the guarantees, letters of credit, comfort letters, bonds, sureties and other credit

support or assurances made or issued by or on behalf of the Company or any of its Affiliates (other than the SpinCo Entities) in support

of any obligation of the SpinCo Business.

184.

“Tax Matters Agreement” has the meaning set forth in the Separation and Distribution Agreement.

185.

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

186.

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

187.

“Toll Manufacturing Agreement” has the meaning set

forth in the Separation and Distribution Agreement.

188.

“Trade Controls” means all U.S. and non-U.S. Laws relating to (a) the export, reexport, transfer, or retransfer

of goods, software, technology, or services, including the Export Administration Regulations administered by the U.S. Department of Commerce,

Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate

of Defense Trade Controls, (b) the importation of goods, including the Laws administered or enforced by U.S. Customs and Border Protection,

and (c) analogous or related Laws administered or enforced by any other relevant Governmental Authority with respect to the matters described

in each case of clauses (a) and (b).

189.

“Trade Secret” means information, without regard to form, including, but not limited to, technical or non-technical

data, a formula, pattern, compilation, program, device, technique, drawing or process that derives independent economic value, actual

or potential, from not being generally known to or readily ascertainable through appropriate means by other persons who might obtain economic

value from its disclosure or use.

190.         “Transaction

Documents” means the Separation and Distribution Agreement, the Employee Matters

Agreement, the Asset Purchase Agreement, the Commercial Agreements, the Data Sharing Agreement, the IOM Agreements, the Tax Matters Agreement,

the Transitional Services Agreement, the Stockholders Agreement, the Intellectual Property SpinCo Agreements (including the agreement

contemplated by the Co-existence Term Sheets) and the Toll Manufacturing Agreement, in each case, including all annexes, Exhibits, Schedules,

attachments and appendices thereto, related term sheets and all other agreements, instruments, certificates or other documents entered

into or delivered in connection with the transaction contemplated hereby or thereby.

191.

“Transaction Process” means all matters relating to the separation, disposition or sale of all or a portion

of the SpinCo Business and the review of strategic alternatives with respect to all or a portion of the SpinCo Business (including the

potential spin-off of all or a portion 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 all or a portion of the SpinCo Business or SpinCo Business

Assets or (b) the drafting, negotiation or interpretation of any of the provisions of this Agreement or the other Transaction Documents,

or the determination of the allocation of any assets or Liabilities pursuant to the foregoing agreements or the transactions contemplated

thereby.

192.

“Transactions” shall mean the Mergers, the Separation, the Distribution and the other transactions contemplated

by this Agreement, the Separation and Distribution Agreement and the other Transaction Documents.

193.

“Transfer Date” has the meaning set forth in the

Employee Matters Agreement.

194.

“Transfer Taxes” has the meaning set forth in the Tax Matters Agreement.

195.

“Transferred SpinCo Employee” has the meaning given to it in the Employee Matters Agreement.

196.

“Transitional Services Agreement” has the meaning set forth in the Separation and Distribution Agreement.

197.

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

198.

“VAT” has the meaning set forth in the Tax Matters Agreement.

199.         “Voting

Stock Exchange Ratio” means the quotient of (a) (i) the New Issuance Amount, multiplied by (ii) the quotient of (x)

the sum of (A) the issued and outstanding shares of Parent Voting Common Stock as of the second trading day prior to the Closing

Date and (B) the number of shares of Parent Voting Common Stock underlying Parent Options, Parent RSU Awards, Parent PSU Awards and

any other awards or other equity of Parent outstanding as of the second trading day prior to the Closing Date (assuming, in the case

of the Parent PSU Awards, achievement of target performance or, if any higher level of performance is determined or deemed to be

satisfied prior to or in connection with the Closing, assuming achievement of such higher level of performance) calculated using the

treasury stock method based on the volume-weighted average trading price (computed using the applicable Bloomberg function) of

Parent Voting Common Stock underlying such equity awards divided by (y) the sum of (A) the total number of shares of Parent

Common Stock issued and outstanding as of the second trading day prior to the Closing Date and (B) the number of shares of Parent

Common Stock underlying Parent Options, Parent RSU Awards, Parent PSU Awards and any other awards in respect of Parent Common Stock

or other equity of Parent outstanding as of the second trading day prior to the Closing Date (assuming, in the case of the Parent

PSU Awards, achievement of target performance or, if any higher level of performance is determined or deemed to be satisfied prior

to or in connection with the Closing, assuming achievement of such higher level of performance) calculated using the treasury stock

method based on the volume-weighted average trading price (computed using the applicable Bloomberg function) of the applicable type

of Parent Common Stock underlying such equity awards, over the five (5) consecutive trading days ending on (and including) the

second trading day prior to the Closing Date; divided by (b) the number of shares of SpinCo Common Stock issued and

outstanding immediately prior to the First Merger Effective Time, subject to adjustment as set forth herein.

200.

“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.

201.

“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:

Term

Section

355(e) Threshold

Section 3.1(c)(i)

Additional Parent SEC Documents

Section 6.8(a)

Agent Agreement

Section 3.3(b)

Alternative Financing

Section 7.6(b)

Alternative Notice

Section 7.9(c)

Anticorruption Laws

Section 5.17(c)

Applicable Stock

Section 3.1(c)(i)

Articles of Amendment

Section 2.6

Certificates of Merger

Section 2.3

Chosen Courts

Section 10.2

Closing

Section 2.2

Closing Date

Section 2.2

COBRA

Section 5.18(g)

Company

Preamble

Company Audit Committee

Section 4.7

Company Board

Recitals

Company Designated Directors

Section 2.5(a)

Company Personnel IP Contracts

Section 5.19(d)

Competing Proposal

Section 7.9(g)(i)

Corporate Integration Committee

Section 2.5(a)

Debt Commitment Letter

Section 7.6(a)

Distribution

Recitals

Distribution Documents

Section 5.23

Distribution Shares

Recitals

DutchCo

Preamble

DutchCo Board

Recitals

DutchCo Distribution

Recitals

Exchange Agent

Section 3.3(b)

Exchange Fund

Section 3.3(b)

Expense Reimbursement

Section 9.3(c)

FDA

Section 5.27(a)

Financing

Section 7.6(a)

Financing Agreements

Section 7.6(f)

First Merger

Section 2.1(a)

First Merger Certificate of Merger

Section 2.3

First Merger Effective Time

Section 2.3

First Merger Surviving Corporation

Section 2.1(a)

Food Authority

Section 5.27(a)

FTC

Section 5.27(a)

Indemnified Parties

Section 7.8(a)

Interim Period

Section 7.1

IRS Submission

Section 7.3(e)

Maximum Impacted Historical Revenue

‎Section 7.5(c)

Merger Consideration

Section 3.1(a)(i)

Merger Sub

Preamble

Merger Sub I

Preamble

Merger Sub II

Preamble

Merger Subs

Preamble

Mergers

Section 2.1(b)

Negotiation Period

Section 7.9(c)

Note Distribution

Recitals

Outside Date

Section 9.1(b)

Parent

Preamble

Parent Adverse Recommendation Change

Section 7.9(a)

Parent Audit Committee

Section 6.8(b)

Parent Board

Recitals

Parent Board Recommendation

Recitals

Parent CBA

Section 6.15(a)

Parent Charter Amendment

Section 2.6

Parent Material Contracts

Section 6.14(a)

Parent Preferred Stock

Section 6.3(a)

Parent Proprietary Software

Section 6.18(e)

Parent Share Issuance

Recitals

Parent Stockholders Meeting

Section 7.4(d)(i)

Parent Voting Debt

Section 6.3(b)

Parties

Preamble

Party

Preamble

PBGC

Section 5.18(e)

Permanent Financing

Section 7.6(e)

Products

Section 5.27(a)

Prohibited Modification

Section 7.6(e)

Redactable Information

Section 7.3(e)

Remedial Actions

‎Section 7.5(c)

Remedies Exception

Section 4.2

Required Amounts

Section 6.28

Retained Shares

Recitals

SDAT

Section 4.3

Second Merger

Section 2.1(b)

Second Merger Certificate of Merger

Section 2.3

Second Merger Effective Time

Section 2.3

Section 409A

Section 5.18(c)

Separation

Recitals

SpinCo

Preamble

SpinCo Board

Recitals

SpinCo Budget

Section 7.2

SpinCo CBA

Section 5.16(a)

SpinCo Material Contracts

Section 5.15(a)

SpinCo Proposal

Section 7.10

SpinCo Proprietary Software

Section 5.19(e)

SpinCo Registered IP Schedule

Section 5.19(a)

SpinCo Share Issuance

Section 7.16

SpinCo Shareholder Approval

Section 5.24

SpinCo Voting Debt

Section 5.3(b)

Superior Proposal

Section 7.9(g)(ii)

Surviving Entity

Section 2.1(b)

Tax-Free Status

Section 7.3(a)

Top Ten Revenue Jurisdictions

Section 5.15(a)(i)

Transaction Litigation

Section 7.13

USDA

Section 5.27(a)

WARN

Section 5.16(c)

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”; (g) the word “or” shall be disjunctive but

not exclusive; and (h) the word “from” (when used in reference to a period of time) means “from and including”

and the word “through” (when used in reference to a period of time or an enumeration of provisions of this Agreement) means

“through and including”;

(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(e) 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 Parent 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.

(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 accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP as it relates

to Parent, and IFRS, as it relates to the Company and SpinCo, unless the context otherwise requires.

(i)

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

(j)

No reference in this Agreement to dollar amount thresholds shall be deemed to be evidence of a SpinCo Material Adverse Effect,

Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or materiality.

(k)

Unless otherwise appropriate based on the context or specified herein, each of the representations and warranties of the Company

related to SpinCo, the SpinCo Business or the SpinCo Business Assets set forth herein shall be deemed to be made as if the transactions

contemplated by the Separation and Distribution Agreement (including the Reorganization) and the Asset Purchase Agreement have been consummated

in accordance with the terms thereof as of the date such representations and warranties are made hereunder. The Parties acknowledge and

agree that it is intended that (i) the SpinCo Assets be assigned, transferred and conveyed to, and the SpinCo Liabilities be assumed by,

SpinCo in accordance with the terms and conditions of the Separation and Distribution Agreement and (ii) the Transferred Assets (as defined

in the Asset Purchase Agreement) be assigned, transferred and conveyed to, and the Transferred Liabilities (as defined in the Asset Purchase

Agreement) be assumed by, Parent or one or more designated Subsidiaries of Parent, in accordance with the terms and conditions of the

Asset Purchase Agreement, with the result that following the completion of the Transactions, all of the SpinCo Business Assets will be

assets of, and all of the specified categories of liabilities will be liabilities of, Parent or Subsidiaries of Parent (including the

SpinCo Entities).

(l)

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 posted to the Parent Datasite or the SpinCo

Datasite or (ii) are otherwise Parent SEC Documents or Company Public Documents and made publicly available on the SEC’s EDGAR website

by Parent or the Company, as applicable, in each case, not later than twenty-four hours prior to the execution of this Agreement.

Article

THE MERGERS

Section

2.1             The Mergers.

(a)          At

the First Merger Effective Time and upon the terms and subject to the conditions of this Agreement, Merger Sub I shall be merged

with and into SpinCo (the “First Merger”) in accordance with the applicable provisions of the DGCL, the separate

existence of Merger Sub I shall cease and SpinCo shall continue as the surviving corporation of the First Merger (sometimes referred

to herein as the “First Merger Surviving Corporation”) and shall succeed to and assume all the rights, powers and

privileges and be subject to all of the obligations of Merger Sub I in accordance with the DGCL. As a result of the First Merger,

the First Merger Surviving Corporation shall be a direct, wholly owned Subsidiary of Parent. References herein to

“SpinCo” with respect to the period from and after the First Merger Effective Time and prior to the Second Merger

Effective Time shall be deemed to be references to the First Merger Surviving Corporation. At the First Merger Effective Time, the

effects of the First Merger shall be as provided in this Agreement, the First Merger Certificate of Merger and the applicable

provisions of the DGCL.

(b)

At the Second Merger Effective Time and upon the terms and subject to the conditions of this Agreement, the First Merger Surviving

Corporation shall be merged with and into Merger Sub II (the “Second Merger”, and together with the First Merger, the

“Mergers”) in accordance with the applicable provisions of the DLLCA and the DGCL, the separate existence of the First

Merger Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity of the Second 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 the First Merger Surviving Corporation in accordance with the DLLCA and the DGCL. As a result of the Second

Merger, the Surviving Entity shall be a direct, wholly owned Subsidiary of Parent. References herein and in any of the other Transaction

Documents to “SpinCo” with respect to the period from and after the Second Merger Effective Time shall be deemed to be references

to the Surviving Entity. At the Second Merger Effective Time, the effects of the Second Merger shall be as provided in this Agreement,

the Second Merger Certificate of Merger and the applicable provisions of the DLLCA and DGCL.

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 Mergers and the

other transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., New York City time, on the fifth

(5th) Business Day after the first date on which the conditions set forth in Article VIII (other than those, including the Separation

and the condition in Section 8.1(b), 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, unless another date, time or place is agreed to in writing

by the Company and Parent. 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, (i) SpinCo and Merger Sub I shall file a certificate of merger relating to the First Merger

(the “First Merger Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance

with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The First Merger

shall become effective at the time the First Merger Certificate of Merger shall have been duly filed with the Secretary of State of

the State of Delaware, or such later time as Parent and the Company shall agree and specify in the First Merger Certificate of

Merger (such time as the First Merger becomes effective being the “First Merger Effective Time”) (provided

that, for accounting purposes, the First Merger shall be deemed effective as of 12:00:01 a.m., New York City time, on the Closing

Date). Immediately after the First Merger Effective Time, the First Merger Surviving Corporation and the Merger Sub II shall file a

certificate of merger relating to the Second Merger (the “Second Merger Certificate of Merger”, and together with

the First Merger Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of

Delaware in accordance with the relevant provisions of the DLLCA and the DGCL and shall make all other filings or recordings

required under the DLLCA and the DGCL. The Second Merger shall become effective at the time the Second Merger Certificate of Merger

shall have been duly filed with the Secretary of State of the State of Delaware, or such later time as Parent and the Company shall

agree and specify in the Second Merger Certificate of Merger (such time as the Second Merger becomes effective being the

“Second Merger Effective Time”).

Section 2.4

Organizational Documents; Managers and Officers.

(a)

At the First Merger Effective Time, without limiting Section 7.8(a), the certificate of incorporation and bylaws of SpinCo

shall remain unchanged and shall continue to be the certificate of incorporation and bylaws of the First Merger Surviving Corporation

until thereafter amended as provided therein or by applicable Law.

(b)

From and after the First Merger Effective Time, until successors are duly elected or appointed and qualified in accordance with

applicable Law, (i) the directors of Merger Sub I as of immediately prior to the First Merger Effective Time shall be the directors of

the First Merger Surviving Corporation and (ii) the officers of Merger Sub I as of immediately prior to the First Merger Effective Time

shall be the officers of the First Merger Surviving Corporation.

(c)

At the Second Merger Effective Time, without limiting Section 7.8(a), the certificate of formation of Merger Sub II in effect

immediately prior to the Second Merger Effective Time shall be the certificate of formation of the Surviving Entity until amended in accordance

with applicable Law, except the name of the Surviving Entity shall be as provided in Section 2.4(d).

(d)

At the Second Merger Effective Time, without limiting Section 7.8(a), the limited liability company agreement of Merger

Sub II in effect immediately prior to the Second Merger Effective Time shall be the limited liability company agreement of the Surviving

Entity until amended in accordance with applicable Law, except that the name of the Surviving Entity shall be as determined by Parent

prior to the Closing.

(e)

From and after the Second Merger Effective Time, until successors are duly elected or appointed and qualified in accordance with

applicable Law, (i) the managers of Merger Sub II as of immediately prior to the Second Merger Effective Time shall be the managers of

the Surviving Entity and (ii) the officers of Merger Sub II as of immediately prior to the Second Merger Effective Time shall be the officers

of the Surviving Entity.

Section 2.5

Governance Matters.

(a)          Parent

shall cause the Parent Board to take all action necessary such that, effective as of the First Merger Effective Time, the Parent

Board shall consist of twelve (12) individuals, including four (4) individuals selected by the Company (the “Company

Designated Directors”) who meet the requirements under the rules and regulations of NYSE to be considered independent

directors on the Parent Board and who are reasonably acceptable to the Nominating and Corporate Governance Committee of the Parent

Board, taking into account their skills and background and the composition of the Parent Board; provided that until the

second anniversary of the Closing, one of the Company Designated Directors may be a director, officer or employee of the Company or

its Subsidiaries; provided further that if, at any time prior to the second annual meeting of the Parent stockholders that

occurs after the First Merger Effective Time, any of the Company Designated Directors is unable or unwilling to serve or is

otherwise no longer serving as a member of the Parent Board, then the Company shall select a replacement individual who meets the

requirements under the rules and regulations of NYSE to be considered independent directors on the Parent Board and who shall be

reasonably acceptable to the Nominating and Corporate Governance Committee of Parent, taking into account their skills and

background and the composition of the Parent Board to fill the vacancy created thereby.

(b)          In

addition, Parent shall cause each such Company Designated Director or replacement Company Designated Director, as applicable, to be

included in the slate of nominees recommended by the Parent Board to Parent’s stockholders for election as directors at the

first annual meeting of Parent’s stockholders following the First Merger Effective Time, and shall use the same level of

efforts to cause the election of each such Company Designated Director or replacement Company Designated Director, as applicable,

including soliciting proxies in favor of the election of such Persons at such annual meeting, as Parent uses in respect of all other

nominees who are nominated by the Parent Board for election at such annual meeting.

(c)

The Company shall provide Parent with the names of the Company Designated Directors at least one hundred and twenty (120) days

prior to the Closing Date, or such other date that is mutually agreed in writing between the Parties. The committee assignments of the

Parent Board from and after the First Merger Effective Time of each Company Designated Director shall be determined by the Nominating

and Corporate Governance Committee of the Parent Board, subject to ‎‎Section 2.5(e).

(d)

On the Closing Date, each of Parent, DutchCo and the Company shall execute and deliver the Stockholders Agreement in accordance

with the Stockholders Agreement Term Sheet set forth on Exhibit B.

(e)          The

Parent Board shall take all necessary action to form a committee of the Parent Board as of the First Merger Effective Time (the

“Corporate Integration Committee”), with a total of four members, consisting of two Company Designated Directors

and two Parent Board Designees, which shall initially be the Chairman of the Parent Board and the lead independent director of the

Parent Board. The chair of the Corporate Integration Committee shall initially be the Chairman of the Parent Board, and in the event

the Chairman of the Parent Board is no longer a member of the Corporate Integration Committee, such Parent Board Designee as Parent

selects. The Corporate Integration Committee shall be delegated the authority of the Parent Board to assess the Parent governing

documents, the structure of the Parent Voting Common Stock and Parent Non-Voting Common Stock, including consideration of whether it

would be in the best interests of Parent to seek to alter the capital structure to provide for one class of voting common stock, and

the other elements of Parent’s corporate governance profile (including the ten percent (10%) voting cap set forth in the

current Parent Charter). The Corporate Integration Committee shall evaluate potential methods of implementing any recommended

changes, and shall make a recommendation to the Parent Board and the Nominating and Corporate Governance Committee of the Parent

Board, as applicable, whether to pursue any such action within twelve (12) months following the Closing. Any such recommendation

shall be subject to evaluation and approval by the full Parent Board. The Parent Board shall not make any changes to the composition

or authority of the Corporate Integration Committee prior to twelve (12) months following the Closing without the prior written

consent of the Company.

(f)

Parent agrees that, notwithstanding Parent’s rights set forth in the Parent Charter, Parent shall forbear from exercising

any rights to redeem shares of Parent Common Stock from DutchCo or any of its Affiliates as a result of any such Person becoming a Substantial

Stockholder (as defined in the Parent Charter) for any reason other than due to any acquisition by DutchCo or any of its Affiliates of

additional shares of Parent Common Stock following the Closing (other than through stock dividends).

Section 2.6

Organizational Documents of Parent.

Subject to the Parent Stockholder Approval, Parent shall cause the Parent Charter as in effect immediately prior to the First Merger Effective

Time to be amended (the “Parent Charter Amendment”) as set forth on the Articles of Amendment, substantially in the

form attached hereto as Exhibit A (the “Articles of Amendment”). At the Closing, Parent will deliver to the

Company evidence of the acceptance for record by the SDAT of the Articles of Amendment.

Article

III

CONVERSION OF SHARES

Section 3.1

First Merger Effect on Capital Stock.

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party to this Agreement or

any shareholder of the Company or of any holder of the capital stock of SpinCo or Merger Sub I or Parent:

(a)

SpinCo Capital Stock and Merger Sub I Capital Stock.

(i)

Each share of SpinCo Common Stock issued and outstanding as of immediately prior to the First Merger Effective Time (other than

shares canceled in accordance with Section 3.1(a)(ii)) shall be automatically converted into the right to receive (A) a number

of fully paid and non-assessable shares of Parent Voting Common Stock equal to the Voting Stock Exchange Ratio and (B) a number of fully

paid and non-assessable shares of Parent Non-Voting Common Stock equal to the Non-Voting Stock Exchange Ratio, in each case, subject to

adjustment in accordance with Section 3.1(a)(iv) and, if applicable, Section 3.1(c), with cash paid in lieu of fractional

shares of Parent Common Stock in accordance with Section 3.3(e) (collectively, the “Merger Consideration”).

(ii)

Each share of SpinCo Common Stock held by SpinCo as treasury stock or by Parent, Merger Sub I or Merger Sub II, in each case, as

of immediately prior to the First Merger Effective Time shall automatically be canceled and shall cease to exist and no stock or other

consideration shall be issued or delivered in exchange therefor or in respect thereof.

(iii)         Each

share of SpinCo Common Stock issued and outstanding as of immediately prior to the First Merger 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 each holder of such shares 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) and any dividends or distributions and other amounts payable in accordance

with Section 3.3(d).

(iv)

If the outstanding shares of Parent Common Stock or SpinCo Common Stock are changed into a different number or class of shares

by reason of any stock split, split-up, reverse stock split, stock dividend or distribution of Parent Common Stock or SpinCo Common Stock,

or securities convertible into any such securities, reorganization, recapitalization, reclassification or other like change with a record

date occurring on or after the date of this Agreement and prior to the First Merger Effective Time or the Distribution Time (as applicable),

other than any changes in connection with the Reorganization and the Distribution, the Voting Stock Exchange Ratio, the Non-Voting Stock

Exchange Ratio and any other similarly dependent items (as applicable) shall be adjusted to the extent appropriate to provide the same

economic effect as contemplated by this Agreement prior to such change; provided that, nothing in this Section 3.1(a)(iv)

shall be construed to permit the Company, DutchCo, SpinCo or Parent to take or to permit any of their respective Subsidiaries to take

any action with respect to its securities that is prohibited by the terms of this Agreement.

(v)

Each share of common stock, par value $0.01 per share, of Merger Sub I issued and outstanding immediately prior to the First Merger

Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share,

of the First Merger Surviving Corporation.

(b)

Parent Common Stock. Each share of Parent Common Stock that is issued and outstanding immediately prior to and at the First

Merger Effective Time shall remain outstanding immediately following the First Merger Effective Time.

(c)

Exchange Ratio Adjustment.

(i)            If

the Parent Common Stock to be received in the First Merger in exchange for Qualified SpinCo Common Stock (the “Applicable

Stock”) would fail to represent at least 50.1%, by vote and value, of all shares of the stock of Parent outstanding

immediately following the consummation of the First Merger (determined (i) after giving effect to the issuance of all shares of

Parent Common Stock to be issued pursuant to Section 3.1(a) and (ii) without regard to any adjustment pursuant to this Section

3.1(c)(i)) (the “355(e) Threshold”), then the Non-Voting Stock Exchange Ratio and/or the Voting Stock

Exchange Ratio shall be adjusted such that the holders of SpinCo Common Stock receive (A) in exchange for Qualified SpinCo Common

Stock an amount of Parent Common Stock that represents the 355(e) Threshold and (B) as nearly as possible, while still

satisfying the requirement described in the immediately foregoing clause (A), the same aggregate number of shares of Parent

Common Stock as they would receive without giving effect to this ‎Section

3.1(c)(i). For purposes of determining the outstanding stock of Parent for purposes of the prior sentence, such stock shall

include any (A) Parent Common Stock, (B) any other instruments that are treated as stock for U.S. federal income Tax purposes and

(C) stock that may be issued after the consummation of the First Merger, pursuant to the exercise or settlement of an option or

other contract acquired or entered into before the First Merger that may be regarded as having been acquired or entered into before

the First 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)). For purposes of the foregoing clauses (A), (B) and (C), stock of Parent that may be issued

following the First Merger in transactions that satisfy the requirements of Treasury Regulations Section 1.355-7(d)(8) (Safe

Harbor VIII) shall not be treated as outstanding stock of Parent.

(ii)         If

any increase in the Non-Voting Stock Exchange Ratio or the Voting Stock Exchange Ratio pursuant to Section 3.1(c)(i) is

required solely by reason of any actions taken by the Company or any of its Affiliates (other than any such actions required or

expressly contemplated by the Transaction Documents (including the Separation Step Plan)), then, at Parent’s option (with the

Company’s consent, not to be unreasonably withheld, conditioned or delayed), (x) the SpinCo Note Amount shall be decreased by

an amount equal to the product of the volume-weighted average trading price (computed using the applicable Bloomberg function) of

the applicable type of Parent Common Stock over the five (5) consecutive trading days ending on (and including) the second trading

day prior to the issuance date multiplied by the number of additional shares of Parent Common Stock required to be issued

pursuant to the adjustment set forth in Section 3.1(c)(i), (y) a portion of the SpinCo Asset Sale Payment may be settled in

Parent Common Stock (in the same proportion of Parent Voting Common Stock and Parent Non-Voting Common Stock as the Merger

Consideration) rather than cash (such Parent Common stock to be valued in the same manner as described in the preceding clause (x))

and the number of shares of SpinCo Common Stock distributed to the Company shareholders shall be increased by such number of shares

of SpinCo Common Stock as would be converted, pursuant to this Section 3.1, into a number of shares of Parent Common Stock equal to

the portion of the SpinCo Asset Sale Payment settled in Parent Common Stock rather than cash, or (z) the number of Retained Shares,

if any, shall be decreased by such number of shares of SpinCo Common Stock as would be converted pursuant to this ‎Section

3.1 into a number of shares of Parent Common Stock equal to the number of additional shares of Parent Common Stock required to

be issued pursuant to the adjustment set forth in Section 3.1(c)(i); provided, that the option described in clause (y)

of the preceding sentence may in no event be elected unless the Company has received an IRS Ruling that remains in effect confirming

that ownership by the Company of Parent Common Stock will not adversely impact the tax-free nature of any Internal Distribution or

the Distribution. Notwithstanding anything to the contrary herein, any repurchases of shares in the Company by the Company or any of

its Affiliates after the date hereof shall, for purposes of this Section 3.1(c)(ii), be considered and be deemed to be

actions taken by the Company or any of its Affiliates that are not required or expressly contemplated by the Transaction Documents

(including the Separation Step Plan).

(iii)

The adjustments set forth in this Section 3.1(c) are intended to achieve compliance with Section 355(e) and shall be interpreted

accordingly, and the determination as to whether the amount of Parent Common Stock to be received in the First Merger by former holders

of SpinCo Common Stock in exchange for Qualified SpinCo Common Stock meets the 355(e) Threshold shall be made jointly by Parent 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, Parent 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 Non-Voting Stock Exchange Ratio or the Voting Stock Exchange

Ratio pursuant to this Section 3.1(c) and (B) no later than ten (10) Business Days prior to the expected Closing Date, Parent 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 Stock and (2) promptly thereafter, if such Party determines that the 355(e) Threshold would

not be met, notify the other Party thereof (together with its calculation of the Applicable Stock and proposed adjustment required to

the Non-Voting Stock Exchange Ratio, the Voting Stock Exchange Ratio, the SpinCo Note Amount, the consideration payable in the SpinCo

Asset Sale Payment, or the number of Retained Shares (in each case, if any), including reasonable supporting detail for any such calculations).

Parent and the Company shall consider and discuss in good faith any adjustment to the Non-Voting Stock Exchange Ratio, the Voting Stock

Exchange Ratio, the SpinCo Note Amount, the consideration payable in the SpinCo Asset Sale Payment, or the number of Retained Shares proposed

by the other Party and seek to determine the final amounts thereof no later than two (2) Business Days prior to the Closing Date.

(iv)

The provisions of this Section 3.1(c) shall not apply if the Company has made the U.S. Asset Sale Election.

Section 3.2

Second Merger Effect on Capital Stock.

At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party to this Agreement

or any shareholder of the Company or of any holder of the capital stock of the First Merger Surviving Corporation or Merger Sub II or

Parent:

(i)

Each share of common stock, par value $0.01 per share, of the First Merger Surviving Corporation issued and outstanding as of immediately

prior to the Second Merger Effective Time shall automatically be canceled and shall cease to exist and no stock or other consideration

shall be issued or delivered in exchange therefor or in respect thereof.

(ii)

All of the membership interests in Merger Sub II issued and outstanding immediately prior to the Second Merger Effective Time

shall be automatically converted into the membership interests of the Surviving Entity.

(iii)

Each share of Parent Common Stock that is issued and outstanding immediately prior to and at the Second Merger Effective Time shall

remain outstanding immediately following the Second Merger Effective Time.

Section 3.3

Surrender and Payment.

(a)

Pursuant to Section 3.3 of the Separation and Distribution Agreement, the Exchange Agent shall hold, for the account of the relevant

SpinCo stockholders, book-entry shares representing the Distribution Shares and the Retained Shares.

(b)

Prior to the First Merger Effective Time, Parent shall designate a nationally recognized commercial bank or trust company reasonably

acceptable to the Company to act as agent (the “Exchange Agent”) for the benefit of the holders of shares of SpinCo

Common Stock whose shares of SpinCo Common Stock are exchanged in accordance with this Section 3.3(b). At or substantially concurrently

with the First Merger Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of

the holders of shares of SpinCo Common Stock, for exchange in accordance with this Section 3.3(b) promptly after the First Merger

Effective Time, book-entry shares representing the Merger Consideration issuable to holders of shares of SpinCo Common Stock as of immediately

prior to the First Merger Effective Time pursuant to Section 3.1(a)(i) (such book-entry shares of Parent Common Stock, together

with any cash received by the Exchange Agent in respect of dividends or distributions with respect thereto pursuant to Section 3.3(d)

and other amounts payable in accordance with Section 3.3(e), the “Exchange Fund”). The Exchange Agent shall,

following the First Merger Effective Time, pursuant to irrevocable instructions from Parent, deliver the Merger Consideration out of the

Exchange Fund. The cash portion, if any, of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent; provided

that (i) no such investment of or losses thereon shall relieve Parent from making or causing to be made the payments required by this

Section 3.3 or elsewhere in this Agreement, or affect the amount payable in respect of the shares of SpinCo Common Stock outstanding

as of immediately prior to the First Merger Effective Time, (ii) to the extent the Exchange Fund is insufficient at any time to make such

payments, Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such deficiency and (iii) no such

investment shall have maturities that would reasonably be expected to prevent or delay the payments to be made pursuant to this Section

3.3. Any interest or other income from such investments shall be paid to and become the property of Parent. The Exchange Fund shall

not be used for any purpose other than as specified in this Section 3.3(b). No later than ten (10) Business Days prior to the First

Merger Effective Time, Parent shall enter into an agreement with the Exchange Agent, in form and substance reasonably satisfactory to

the Company, to effect the applicable terms of this Agreement (the “Agent Agreement”).

promptly as practicable after the First Merger Effective Time, Parent shall cause the Exchange Agent to deliver to each holder of

shares of SpinCo Common Stock as of immediately prior to the First Merger Effective Time, from the Exchange Fund, the shares of

Parent Common Stock into which such shares of SpinCo Common Stock have been converted pursuant to the First Merger, which shares

shall, for the sake of clarity, be delivered to the same Persons who received shares of SpinCo Common Stock in the Distribution (in

respect of such shares) and the holder of the Retained Shares, if any. Each holder of shares of SpinCo Common Stock as of

immediately prior to the First Merger Effective Time shall be entitled to receive in respect of such shares of SpinCo Common Stock

held by such Person a book-entry authorization representing the number of whole shares of Parent Voting Common Stock and Parent

Non-Voting Common Stock that such holder has the right to receive pursuant to this Section 3.3(c) (and cash in lieu of

fractional shares of Parent Common Stock, as contemplated by Section 3.3(e), and any dividends or distributions and other

amounts pursuant to Section 3.3(d)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership

with respect to Parent Common Stock held by it from time to time hereunder or under the Agent Agreement.

(d)

Distributions After the First Merger Effective Time. Subject to the following sentence, no dividends or other distributions

declared after the First Merger Effective Time with respect to Parent Common Stock shall be paid with respect to any shares of Parent

Common Stock that are not able to be delivered by the Exchange Agent promptly after the First Merger Effective Time, whether due to a

legal impediment to such delivery or otherwise. Subject to the effect of abandoned property, escheat, Tax or other applicable Laws, following

the delivery of any such previously undelivered shares of Parent Common Stock, there shall be paid to the record holder of such shares

of Parent Common Stock, without interest, (i) at the time of delivery, the amount of cash payable in lieu of a fractional share of Parent

Common Stock to which such holder is entitled pursuant to Section 3.3(e), (ii) at the time of delivery, the amount of dividends

or other distributions with a record date after the First Merger Effective Time theretofore paid with respect to such whole shares of

Parent Common Stock and (iii) at the appropriate payment date, the amount of dividends or other distributions with a record date after

the First Merger Effective Time but prior to the distribution of such whole shares of Parent Common Stock and a payment date subsequent

to the distribution of such whole shares of Parent Common Stock.

(e)

No Fractional Shares. No certificates or scrip representing fractional shares of Parent Common Stock or book-entry credit

of the same shall be issued on conversion of SpinCo Common Stock, and such fractional share interests will not entitle the owner thereof

to vote, or to any other rights of a stockholder of Parent. All fractional shares of Parent Common Stock that a holder of shares of SpinCo

Common Stock would otherwise be entitled to receive as a result of the First Merger shall be aggregated by the Exchange Agent. The Exchange

Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders that would otherwise have been entitled to receive

a fractional share of Parent Common Stock pursuant to the First Merger in the open market (or otherwise as reasonably directed by Parent),

in each case at then-prevailing market prices and in no case later than ten (10) Business Days after the First Merger Effective Time.

The Exchange Agent shall make available the net proceeds thereof, subject to the deduction of the amount of any withholding Taxes as contemplated

in Section 3.3(j) and brokerage charges, commissions and conveyance and similar Taxes, to the holders of SpinCo Common Stock that

would otherwise have been entitled to receive a fractional share of Parent Common Stock pursuant to the First Merger on a pro rata

basis based on such fractional interest, without interest, as soon as practicable thereafter. In the event that the Exchange Agent determines

that the total amount of fractional shares resulting from the First Merger would exceed an amount that can be reasonably sold in a manner

consistent with this ‎Section 3.3(e), the Company and Parent will reasonably

cooperate to consider alternatives.

(f)

No Further Ownership Rights in SpinCo Common Stock. All shares of Parent Common Stock issued in respect of shares of SpinCo

Common Stock in accordance with the terms of this Section 3.3 (including any cash paid pursuant to Section 3.3(d) or Section

3.3(e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SpinCo Common Stock.

(g)

Termination of Exchange Fund. Any portion of the Exchange Fund made available to the Exchange Agent that remains undistributed

to the former holders of SpinCo Common Stock on the one-year anniversary of the First Merger Effective Time shall be delivered to Parent,

and any former holders of SpinCo Common Stock who have not received shares of Parent Common Stock in accordance with this Article III

shall thereafter look only to Parent for the Merger Consideration to which they are entitled pursuant to Section 3.1(a)(i), any

cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 3.3(e) and any dividends

or other distributions with respect to the Parent Common Stock to which they are entitled pursuant to Section 3.3(d) (subject to

any applicable abandoned property, escheat or similar Law).

(h)

No Liability. Neither the Company, the Surviving Entity, Parent, Merger Sub I, Merger Sub II, the Exchange Agent nor any

other Person shall be liable to any holder of SpinCo Common Stock or any holder of Company Ordinary Shares for shares of Parent Common

Stock (or dividends or distributions with respect thereto or with respect to SpinCo Common Stock) or cash properly delivered to a public

official pursuant to any applicable abandoned property, escheat or similar Law.

(i)

Closing of Transfer Books. From and after the First Merger Effective Time, the stock transfer books of SpinCo shall be closed

and no transfer shall be made of any shares of capital stock of SpinCo that were outstanding as of immediately prior to the First Merger

Effective Time.

(j)

Tax Withholding. Parent, the Company, SpinCo, Merger Sub I, Merger Sub II, the Exchange Agent and any other withholding

agent shall each be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder

of SpinCo Common Stock 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 non-U.S. 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 3.4           Appraisal

Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to the holders of (i) SpinCo Common

Stock in connection with the First Merger or (ii) shares of common stock of the First Merger Surviving Corporation in connection

with the Second Merger.

Section 3.5

Treatment of Company Awards.

(a)

Effective as of immediately prior to each Transferred SpinCo Employee’s

applicable Transfer Date the Company shall deem any service-based vesting requirements applicable to the Retained Portion of each Company

Award held by such Transferred SpinCo Employee to be met in accordance with the terms set out below and the rules of the applicable Company

Stock Plan and shall, to the extent applicable, cause the Retained Portion of each such Company Award to remain outstanding and eligible

to be earned to the extent that any applicable performance targets are satisfied. The Company shall settle the Retained Portion of each

Company Award following vesting in accordance with the rules of the applicable Company Stock Plan and any applicable awards agreement,

and shall notify Parent of such settlement as soon as practicable thereafter. In respect of each Company Award held by a Transferred SpinCo

Employee with a final scheduled vesting date occurring prior to the first anniversary of the Closing Date, the Company may further pro-rate

the Retained Portion of such Company Award (calculated by reference to the total number of days from the grant date through the Closing

Date (or, if later, the applicable Transfer Date), expressed as a proportion of the total number of days in the applicable vesting period)

where such Transferred SpinCo Employee ceases employment with Parent or any of its Subsidiaries prior to the vesting date of such Company

Award in circumstances where such Transferred SpinCo Employee forfeits his or her Replacement Parent Award (or would have so forfeited

had such Transferred SpinCo Employee been granted a Replacement Parent Award). Following the Closing Date, to the extent the Company makes

a favorable adjustment to any equity or equity-based awards granted under a Company Stock Plan held by employees who remain employed within

the Company Group, an equivalent adjustment shall be made to the Retained Portion of all outstanding Company Awards.

(b)

Where Parent or any of its Subsidiaries (including the SpinCo Entities and MergerSub Employer following the Closing) is responsible

for withholding and/or paying to any Tax Authority (as defined in the Tax Matters Agreement) any Employee Tax and/or employer payroll

or social security Taxes (“Employer Tax”) arising after the Closing Date in connection with the vesting and/or settlement

of the Retained Portion of a Company Award pursuant to this Section 3.5, the Company shall make the appropriate withholding of

Employee Taxes from the amount payable to a Transferred SpinCo Employee with respect to such Company Award and pay to Parent an amount

that is equal to such Employee Tax and the applicable Employer Tax which Parent or the Subsidiary is required to account for and/or pay

to the Tax Authority, such payment to be made at least five (5) Business Days before the date on which the amount must be paid to the

Tax Authority without a liability to interest and penalties arising.

(c)

No later than thirty (30) Business Days following the Closing Date, the Company shall provide to Parent, as of the Closing Date,

a true, correct, and complete list setting forth (i) the Retained Portion of each Company Award held by each SpinCo Employee, including,

with respect to each such Retained Portion, the aggregate number of units, shares, or notional units that remain outstanding and the

applicable vesting schedule and performance period, and (ii) the Replaced Portion of each Company Award held by each SpinCo Employee,

including, with respect to each such Replaced Portion, the aggregate number of units, shares, or notional units comprising the Replaced

Portion (such list, the “Company Award Schedule”). The Company shall provide an incrementally updated version of the

Company Award Schedule to Parent following the Transfer Date of any Delayed Transfer Employee (as defined in the Employee Matters Agreement).

(d)

As soon as reasonably practicable after the provision of the Company

Award Schedule to Parent, Parent will grant to each Transferred SpinCo Employee a Replacement Parent Award with a target grant date fair

value equal to the Replacement Value of the Replaced Portion. Each Replacement Parent Award shall have substantially equivalent terms

and conditions (including the existing time-based vesting schedule and treatment in connection with termination of employment, as set

forth on Section 3.5(d) of the SpinCo Disclosure Schedules, except that such award shall not be subject to any performance-based

vesting conditions) as the corresponding Company Award to which it relates, except as provided herein, and shall continue to vest based

on continued service with SpinCo Entity Employer or MergerSub Employer (as each is defined in the Employee Matters Agreement), as applicable.

To the extent the aggregate grant date fair value of all Replacement Parent Awards granted by Parent to Transferred SpinCo Employees exceeds

EUR 100,000,000, such excess shall be treated as “SpinCo Indebtedness” for purposes of the Separation and Distribution Agreement

and shall be reflected in the adjustments to the Merger Consideration in accordance with the terms of the Separation and Distribution

Agreement.

(e)

Notwithstanding any other provision of this Agreement, Parent will pay to the Company or member of the Company Group, an amount

equal to the amount of any corporation Tax deduction actually used by Parent or any of its Affiliates that is attributable to the vesting

of a Company Award no later than three (3) months following the end of the accounting period in which the deduction is so used.

(f)

Each Party undertakes to cooperate and provide each other Party with sufficient information within its control, subject to applicable

Law (including data protection laws) to enable such other Party to satisfy its obligations under this Section 3.5 within the appropriate

time limits.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO THE COMPANY AND DUTCHCO

Except as otherwise disclosed or identified in

(a) the Company Public Documents filed and publicly available on the SEC’s EDGAR database or the FCA’s National Storage Mechanism

at least one (1) Business Day prior to the date hereof (excluding any disclosures of factors or risks contained or references therein

under 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 (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 of the Company under this

Article IV), the Company and DutchCo, jointly and severally, hereby represent and warrant to Parent and Merger Subs as follows:

Section 4.1

Organization of the Company and DutchCo.

(a)

The Company has been duly incorporated and is validly existing and in good standing (or equivalent status as applicable) as a public

limited company under the laws of England and Wales. DutchCo has been duly incorporated and is validly existing and in good standing (or

equivalent status, as applicable) as a B.V. (Besloten Vennootschap) under the laws of the Netherlands.

(b)

The Company, DutchCo and (to the extent relating to the SpinCo Business) each of the Subsidiaries of the Company has all requisite

corporate power and authority to own, lease and/or operate its properties and assets in the manner in which such assets and properties

are now owned, leased and/or 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 and DutchCo have made available to Parent and

Merger Subs true and complete copies of the Organizational Documents of the Company and DutchCo as in effect on the date hereof, and (i)

none of the Company, DutchCo or any of the Subsidiaries of the Company (to the extent relating to the SpinCo Business) has taken any action,

nor is any action pending or contemplated (other than as may be pending or in furtherance of the Reorganization), to amend or restate

such Organizational Documents, (ii) such Organizational Documents are in full force and effect and (iii) none of the Company, DutchCo

or any of the Subsidiaries of the Company (to the extent relating to the SpinCo Business) is in violation of any such Organizational Document.

The Company and DutchCo are 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.

Section 4.2           Due

Authorization. Each of the Company and DutchCo 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 and the DutchCo Board required, if applicable, to establish

the Record Date and the Distribution Date, and declare the Distribution and the DutchCo Distribution, as applicable (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 each of the Company and DutchCo of this

Agreement and the Transaction Documents to which it is or will be a party as of the First Merger Effective Time and the consummation

of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on its part, and no

other corporate action on the part of the Company or DutchCo is necessary to authorize this Agreement or the Transaction Documents

to which it is or will be a party as of the First Merger Effective Time or, subject to such further action of the Company Board and

the DutchCo Board required, if applicable, to establish the Record Date and the Distribution Date, and declare the Distribution and

the DutchCo Distribution, as applicable (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. The approval of the Company’s shareholders is not required to effect the transactions

contemplated by the Separation and Distribution Agreement, this Agreement or any of the other Transaction Documents. Each of this

Agreement and the Transaction Documents to which each of the Company and DutchCo is or will be a party as of the First Merger

Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other

applicable Transaction Documents to which each of Parent, Merger Sub I and Merger Sub II is or will be a party as of the First

Merger Effective Time constitutes a legal, valid and binding obligation of each of Parent, Merger Sub I and Merger Sub II (as

applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company and

DutchCo, as applicable, 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

Governmental Consents. Assuming the

accuracy of the representations and warranties of Parent and Merger Subs set forth in Article VI, no Consent of, with or to any

Governmental Authority is required to be obtained or made by the Company or DutchCo in connection with the execution, delivery or performance

by each of the Company and DutchCo of this Agreement or the Transaction Documents to which it is or will be a party or the consummation

by the Company and DutchCo of the transactions contemplated hereby or thereby, except for or in compliance with (a) any Premerger Notification

and Report Form required under and in compliance with the HSR Act or other filings in connection with the Requisite Regulatory Approvals;

(b) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the provisions of the DLLCA

and the DGCL, as applicable, and the acceptance for record of the Articles of Amendment by the State Department of Assessments and Taxation

of Maryland (the “SDAT”); (c) the rules and regulations of the NYSE, LSE, Euronext Amsterdam (or as required by the

FCA or AFM); (d) applicable requirements of state securities or “blue sky” Laws, the Securities Act and the Exchange Act;

(e) Consents described in Section 5.6 and Consents set forth on Section 4.3 of the SpinCo Disclosure Schedule or as otherwise

contemplated by the Transaction Documents; and (f) Consents the failure of which to be made or obtained would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.4           No

Conflict. Subject to the receipt of the Consents set forth in Section 4.3, the execution and delivery by each of

the Company and DutchCo of this Agreement and the Transaction Documents to which it is or will be a party as of the First Merger

Effective Time and the consummation by each of the Company and DutchCo of the transactions contemplated hereby and thereby (for the

avoidance of doubt, including performance of the Transaction Documents following the Closing) do not and will not as of the First

Merger Effective Time, (a) violate any provision of, or result in the breach of, any Law applicable to the Company or DutchCo or by

which any of its assets or properties is bound; (b) with or without lapse of time or the giving of notice or both, require a consent

or approval under, conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration of,

create in any party the right to accelerate, terminate or cancel any Contract to which the Company or DutchCo is a party that

constitutes a “material contract” with respect to the Company or DutchCo 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); or (c) breach or violate any provision of the Organizational Documents of the Company or DutchCo, except, in the case of each

of clauses (a) and (b), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect.

Section 4.5

Litigation and Proceedings. (a) There

are no, and in the past two (2) years have been no, Actions pending or, to the Knowledge of the Company, threatened in writing against

the Company or any of its Subsidiaries that would reasonably be expected to result in, individually or in the aggregate, a Company Material

Adverse Effect, and (b) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is subject to any judgment, decree,

injunction or order of any Governmental Authority that, in each case, would reasonably be expected to result in, individually or in the

aggregate, a Company Material Adverse Effect.

Section 4.6

Brokers’ Fees. No broker, investment

banker, or other Person is entitled to any brokerage fee, finders’ fee or other similar commission for which Parent or any of its

Subsidiaries, including Merger Subs, the First Merger Surviving Corporation, the Surviving Entity, or the SpinCo Entities, would be liable

in connection with the transactions contemplated by this Agreement based on arrangements made on behalf of the Company or any of its Affiliates

(other than the SpinCo Entities).

Section 4.7

Internal Controls. The Company has established and maintains a system of internal controls that comply in all material respects

with applicable Law and that are designed to provide reasonable assurances that (a) transactions are executed in accordance with management’s

general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity

with IFRS and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general

or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences. The internal controls are overseen by the audit committee of the Company

Board (the “Company Audit Committee”). Since December 31, 2025, the Company’s principal executive officer and

its principal financial officer have disclosed to the Company’s independent auditor and the Company Audit Committee (the material

circumstances of which (if any) have been made available to Parent) (i) any significant deficiency or material weakness in the Company’s

internal controls and (ii) any fraud involving management or other employees who have a significant role in the Company’s internal

controls. Since December 31, 2025, neither the Company nor any Subsidiary of the Company has received any material, unresolved complaint,

allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures, methodologies or methods

of the Company or any Subsidiary of the Company or their respective internal accounting controls.

Article

REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING TO SPINCO

Except as otherwise disclosed or identified

in (a) the Company Public Documents filed and publicly available on the SEC’s EDGAR database or the FCA’s National

Storage Mechanism at least one (1) Business Day prior to the date hereof (excluding any disclosures of factors or risks contained or

references therein under 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), the Company and DutchCo, jointly and severally,

hereby represent and warrant to Parent and Merger Subs as follows:

Section 5.1

Organization of SpinCo. SpinCo has

been duly incorporated and is validly existing and in good standing (or equivalent status, as applicable) as a Delaware corporation and

has all requisite corporate power and authority to own, lease and operate its assets in the manner in which such assets are now (or as

of the First Merger Effective Time will be) owned, leased or operated and to conduct its business as it is now being (or as of the First

Merger Effective Time will be) conducted, except as would not reasonably be expected to be material to the SpinCo Business, taken as a

whole. SpinCo has made available to Parent and Merger Subs true and complete copies of the Organizational Documents of SpinCo, and (i)

SpinCo has not taken any action, nor is any action pending or contemplated (other than as may be pending or in furtherance of the Reorganization),

to amend or restate such Organizational Documents, (ii) such Organizational Documents are in full force and effect and (iii) SpinCo is

not in violation of any such Organizational Document. SpinCo 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 reasonably be expected to have, individually

or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.2

Due Authorization. SpinCo 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 at the First Merger Effective Time and to consummate the transactions contemplated hereby and thereby (subject, in the case of

the Mergers, to the SpinCo Shareholder Approval, which will occur promptly (and in any event within twenty-four (24) hours) after the

execution of this Agreement), and 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). The execution

and delivery by SpinCo of this Agreement and the Transaction Documents to which it is or will be a party at the First Merger Effective

Time and the consummation by SpinCo of the transactions contemplated hereby and thereby have been duly and validly authorized and approved

by all necessary corporate action on its part and, except for the SpinCo Shareholder Approval, no other corporate action on the part of

SpinCo is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the First Merger Effective

Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the First Merger Effective Time has been,

or when executed and delivered will be, duly and validly executed and delivered by SpinCo and (assuming that this Agreement or such other

applicable Transaction Document to which Parent, Merger Sub I or Merger Sub II is or will be a party at the First Merger Effective Time

constitutes a legal, valid and binding obligation of Parent, Merger Sub I or Merger Sub II (as applicable)) 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.

Section 5.3

Capitalization of SpinCo.

(a)

As of the date hereof, (i) the authorized capital stock of SpinCo consists of 100,000 shares of SpinCo Common Stock, (ii) the issued

and outstanding shares of capital stock of SpinCo consists of 1,000 shares of SpinCo Common Stock and (iii) no shares of SpinCo Common

Stock are being held by SpinCo in its treasury. All of the issued and outstanding shares of SpinCo Common Stock are, as of the date hereof

owned, of record and beneficially, by DutchCo and, as of immediately prior to the Distribution, will be owned, of record and beneficially,

by the Company and DutchCo, and have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation

of any preemptive or similar rights. Immediately prior to the First Merger Effective Time, there will be outstanding a number of shares

of SpinCo Common Stock determined in accordance with Section 7.16.

(b)

No bonds, debentures, notes or other indebtedness of any SpinCo Entity having the right to vote (or convertible into or exercisable

for securities having the right to vote) on any matters on which holders of shares of capital stock of SpinCo (including SpinCo Common

Stock) may vote (“SpinCo Voting Debt”) are, or as of the First Merger Effective Time will be, issued or outstanding.

(c)

Except pursuant to the Separation and Distribution Agreement (including the Distribution and the Contribution), there are no (i)

outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for or valued by reference to

shares of capital stock of SpinCo, or any other commitments or agreements providing for the issuance, sale, repurchase or redemption of

shares of capital stock of SpinCo, (ii) agreements of any kind which may obligate SpinCo to issue, purchase, redeem or otherwise acquire

any of its shares of capital stock or (iii) voting trusts, proxies or other agreements or understandings with respect to the voting shares

of capital stock of SpinCo.

Section 5.4

Subsidiaries.

(a)

Each SpinCo Entity has been, or will be at the Closing, duly organized and is, or will be at the Closing, validly existing and

in good standing (to the extent applicable under the Laws of its jurisdiction of formation) under the Laws of its jurisdiction of organization

and has all requisite organizational power and authority to own, lease and operate its assets in the manner such assets are now (or as

of the First Merger Effective Time will be) owned, leased or operated and to conduct its business as it is now being conducted. To the

extent that the Reorganization provides for the formation of new SpinCo Entities (each, a “New SpinCo Entity”), the

representations set forth in this Section 5.4 with respect to such New SpinCo Entity shall be deemed to initially be given as of

the date such New SpinCo Entity is formed and not as of the date hereof.

(b)          Each

SpinCo Entity is, or will be at the Closing, 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 reasonably be expected to have,

individually or in the aggregate, a SpinCo Material Adverse Effect. Other than the SpinCo Entities, as of the date hereof (and

without giving effect to the Reorganization), SpinCo does not own or hold, directly or indirectly, any Interest in any other

Person.

(c)

SpinCo will as promptly as reasonably practicable, and in any event prior to the Closing, make available to Parent and Merger Subs

true and complete copies of the Organizational Documents of each SpinCo Entity. The Organizational Documents of the SpinCo Entities are

in full force and effect and to the Knowledge of SpinCo, none of the SpinCo Entities are in violation of any such Organizational Documents.

Section 5.5

Capitalization of Subsidiaries. The

issued and outstanding Interests of each of the SpinCo Entities 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, 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,

any other commitments or agreements providing for the issuance, sale, repurchase or redemption of Interests of such SpinCo Entities, and

there are no agreements of any kind which may obligate any SpinCo Entities to issue, purchase, redeem or otherwise acquire any of its

Interests.

Section 5.6

Governmental Consents. Assuming the

accuracy of the representations and warranties of Parent and Merger Subs set forth in Article VI, no Consent of, with or to any

Governmental Authority is required to be obtained or made by any SpinCo Entity in connection with the execution, delivery or performance

by SpinCo of this Agreement or the Transaction Documents to which SpinCo is or will be a party at the First Merger Effective Time or the

consummation by SpinCo of the transactions contemplated hereby or thereby, except for: (a) any Premerger Notification and Report Form

required under and in compliance with the HSR Act or other filings in connection with the Requisite Regulatory Approvals; (b) the filing

of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the provisions of the DLLCA and the DGCL,

as applicable, and the acceptance for record of the Articles of Amendment by the SDAT; (c) applicable requirements of state securities

or “blue sky” Laws, the Securities Act and the Exchange Act; (d) Consents described in Section 4.3 and Consents set

forth on Section 5.6 of the SpinCo Disclosure Schedule; (e) any Consent required to be obtained in connection with the Separation

Step Plan which are necessary to complete the Reorganization;and (f) Consents the failure of which to be made or obtained would not reasonably

be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.7           No

Conflict. Subject to the receipt of the Consents described in Section 5.6, the execution and delivery by SpinCo of

this Agreement and the Transaction Documents to which SpinCo is or will be a party at the First Merger Effective Time and the

consummation by SpinCo of the transactions contemplated hereby and thereby (for the avoidance of doubt, including performance of the

Transaction Documents following the Closing by the SpinCo Entities) do not and will not as of the First Merger Effective Time: (a)

violate any provision of, or result in the breach of, any Law applicable to any SpinCo Entity or by which any of its assets or

properties is bound; (b) with or without lapse of time or the giving of notice or both, require a consent or approval under,

conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration of, or create in any

party the right to accelerate, terminate or cancel any SpinCo Material Contract; or (c) violate any provision of the Organizational

Documents of the SpinCo Entities, except, in the case of clauses (a) and (b), as would not reasonably be expected to have,

individually or in the aggregate, a SpinCo Material Adverse Effect.

Section 5.8

Title, Condition and Sufficiency of the SpinCo

Business Assets.

(a)

As of the First Merger Effective Time (assuming receipt of all consents, approvals and authorizations relating to the matters set

forth in Section 4.3 and Section 5.6), after giving effect to the Reorganization, the SpinCo Business Assets will, taking

into account all Transaction Documents (including the services and arrangements available under the Transitional Services Agreement),

constitute, in all material respects, all of the assets, properties and rights necessary and sufficient for Parent and the SpinCo Entities

to conduct the SpinCo Business immediately following the Closing in substantially the same manner as is and was conducted as of the date

hereof, at the Closing and during the twelve (12)-month period prior to the Closing. The foregoing is not a representation or warranty

with respect to Intellectual Property (including Intellectual Property Rights infringement), which representations and warranties are

solely as set forth in Section 5.19.

(b)

SpinCo and the Company and their Subsidiaries collectively have as of the date hereof, and at the Closing (after giving effect

to the Reorganization and taking into account the Separately Transferred Assets and any assets retained by the Company in order to comply

with its obligations under the Transitional Services Agreement) the SpinCo Entities shall have, good and valid title to, or a valid leasehold

in, license to or other legal right to use in each case as the case may be, all of the SpinCo Business Assets material to the SpinCo Business

as a whole, free and clear of any Liens (other than Permitted Liens or Liens created by or through Parent or any of the Parent Subsidiaries).

Section 5.9

Financial Information.

(a)

Set forth on Section 5.9(a) of the SpinCo Disclosure Schedule is a copy of the SpinCo Financial Information. The SpinCo

Financial Information fairly presents, in all material respects, the results of operations of the SpinCo Business, as of the dates indicated

therein and for the periods referred to therein; provided that the SpinCo Financial Information and the representations and warranties

in this Section 5.9(a) are qualified by the fact that (i) the SpinCo Business has not operated on a separate standalone basis and

has historically been reported within the Company’s combined financial statements and (ii) the SpinCo Financial Information assumes

certain allocated charges and credits, does not reflect all year-end adjustments, including adjustments that would be required under IAS

29 (Financial Reporting In Hyperinflationary Economics) and does not include statements of shareholders’ equity, statement

of cash flows or notes. The SpinCo Financial Information was prepared in accordance with IFRS and was derived from the financial reporting

systems and the consolidated financial statements of the Company, which consolidated financial statements were prepared in accordance

with IFRS.

(b)

As of the date hereof, neither SpinCo nor any of its Subsidiaries is required to file or furnish any form, report, registration

statement, prospectus or other document with the SEC.

(c)

The audited financial statements delivered by SpinCo pursuant to Section 7.27(a) will, when delivered, (i) have been prepared

in accordance with GAAP as consistently applied by the Company throughout the periods covered, and (ii) 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; provided that such 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, and (B) such financial statements will assume certain allocated charges and credits.

The financial statements delivered by SpinCo pursuant to Section 7.27 will conform in all respects 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 and Parent Registration Statement.

Section 5.10

No Undisclosed Liabilities. There

is no Liability of the SpinCo Entities or related to the SpinCo Business (excluding any Liabilities related or attributable to Taxes and

any Excluded Liabilities) whether or not of a type required to be reflected or reserved for on a consolidated balance sheet of the SpinCo

Business or in the notes thereto prepared in accordance with IFRS, except for any (a) Liabilities that are reflected or reserved for in

Section 5.10 of the SpinCo Disclosure Schedule; (b) Liabilities that have arisen since the Balance Sheet Date in the ordinary course of

the operation of the SpinCo Business; (c) Liabilities arising out of or in connection with this Agreement, the Transaction Documents and

the transactions contemplated hereby and thereby; (d) Excluded Liabilities; (e) Liabilities for future performance under existing Contracts

unrelated to any breach or default by the Company or any of its Subsidiaries (solely in respect of the SpinCo Business); (f) Liabilities

that will be included in the calculation of Net Working Capital or SpinCo Indebtedness pursuant to the Separation and Distribution Agreement;

or (g) Liabilities that would not reasonably be expected to, individually or in the aggregate, have a SpinCo Material Adverse Effect.

Section 5.11

Litigation and Proceedings. (a) There

are no, and in the past two (2) years have been no, Actions pending or, to the Knowledge of the Company or SpinCo, threatened in writing

against any SpinCo Entity or with respect to the SpinCo Business, and (b) to the Knowledge of the Company or SpinCo, there are no judgments,

decrees, injunctions or orders of or investigations or inquiries by any Governmental Authority applicable to the Company or its Subsidiaries

(in respect of the SpinCo Business), the SpinCo Entities or the SpinCo Business, except, in each case of the foregoing clauses (a) and

(b), as would not reasonably be expected to be material to the SpinCo Business, taken as a whole.

Section 5.12

Real Property.

(a)          Except

as would not reasonably be expected to be material to the SpinCo Business, taken as a whole, (i) the SpinCo Entities have valid,

good and marketable fee simple title (or the applicable local equivalent) to all SpinCo Owned Real Property, free and clear of all

Liens, except Permitted Liens; (ii) neither the Company, the SpinCo Entities, nor their respective Subsidiaries have received

written notice of any, and to the Knowledge of SpinCo, there is no material casualty or pending condemnation, expropriation, eminent

domain or similar Action affecting all or any portion of any SpinCo Owned Real Property; (iii) except as set forth on Section

5.12(a) of the SpinCo Disclosure Schedule, no SpinCo Entity has granted to any Person the right to use or occupy any SpinCo

Owned Real Property; and (iv) there are no outstanding options, rights of first offer to purchase any SpinCo Owned Real Property or

any portion thereof or interest therein. Except as would not reasonably be expected to be material to the SpinCo Business, taken as

a whole, no SpinCo Entity is in breach or default under any restrictive or other covenant encumbering any SpinCo Owned Real

Property.

(b)

The SpinCo Entities have a valid and enforceable leasehold interest in the SpinCo Leased Real Property (or such portion of the

SpinCo Leased Real Property that is allocated to SpinCo in accordance with the Separation and Distribution Agreement), and subject to

the Remedies Exception, each SpinCo Real Property Lease is legal, valid, binding, enforceable and in full force and effect, except, in

each case, as would not reasonably be expected to be material to the SpinCo Business, taken as a whole. Except as set forth on Section

5.12(b) of the SpinCo Disclosure Schedule, there are no Contracts granting to any Person (other than any landlord of such property

pursuant to a SpinCo Real Property Lease and other than any Person who would be entitled to access any such property in the ordinary course

of business in accordance with such lease) the right of use or occupancy of all or any material portion of the SpinCo Leased Real Property

(or such portion of the SpinCo Leased Real Property that is allocated to SpinCo in accordance with the Separation and Distribution Agreement).

Except as would not reasonably be expected to be material to the SpinCo Business, taken as a whole, (i) no SpinCo Entity, or, to the Knowledge

of SpinCo, as of the date hereof, any other party thereto, is in breach of or default under any SpinCo Real Property Lease and no event

has occurred or circumstances exists which, with delivery of notice, the passage of time or both, would constitute such a breach or default,

or permit the termination or acceleration of rent under such SpinCo Real Property Lease, (ii) no SpinCo Entity has, as of the date hereof,

received any written notice from any lessor of any SpinCo Real Property Lease of any breach of or default under the relevant SpinCo Leased

Real Property by any SpinCo Entity, which breach or default has not been cured, and (iii) no SpinCo Entity has subleased, licensed, assigned,

transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any SpinCo Leased Real Property (or such portion of the

SpinCo Leased Real Property that is allocated to SpinCo in accordance with the Separation and Distribution Agreement), except Permitted

Liens. Except as would not reasonably be expected to be material to the SpinCo Business, taken as a whole, neither the Company, the SpinCo

Entities, nor their respective Subsidiaries have received written notice of any, and to the Knowledge of SpinCo, there is no material

casualty or pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of any SpinCo Leased Real

Property.

(c)

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

Knowledge of SpinCo, there are no violations of (i) any zoning ordinances, building codes or other governmental or regulatory laws affecting

the Split Sites (as defined in the Separation and Distribution Agreement), or (ii) any restrictions or covenants recorded against such

Split Sites.

Section 5.13

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 or the SpinCo Business have been timely filed (taking

into account applicable extensions), (B) all such Tax Returns are true, correct and complete, and (C) all Taxes required to be paid, 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 IFRS have been provided in the SpinCo Financial

Information;

(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 and SpinCo, 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 or the SpinCo Business;

(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 operation

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

(iv)

within the last three (3) years, no claim has been made in writing by any Tax authority in a jurisdiction where any SpinCo Entity

has not filed Tax Returns of a particular type that such SpinCo Entity is or may be subject to Tax of such type by, or required to file

Tax Returns with respect to Taxes of such type in, such jurisdiction;

(v)

no SpinCo Entity is or has been subject to Tax in any country other than its country of incorporation by virtue of having a permanent

establishment or taxable presence in that country; and

(vi)

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

(b)

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 qualifying for tax-free treatment under Section 355 of the Code.

(c)

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

(d)          Provided

that the Company has not made the U.S. Asset Sale Election and taking into account the covenants set forth in Section 7.3(h),

neither the Company nor any of its Subsidiaries has taken or agreed to take any action or knows of the existence of any fact,

agreement, plan or other circumstance that could 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 Distribution Tax

Representations or the SpinCo Merger Tax Representations, (iv) Parent from delivering the Parent Tax Representations, (v) the

Company from receiving the IRS Ruling, if requested, or (vi) the Company from receiving the Closing Tax Opinions.

Section 5.14

Absence of Changes. Since the Balance

Sheet Date, there has not been any SpinCo Material Adverse Effect, and except in connection with the process related to the potential

separation, disposition or sale of the SpinCo Business or as contemplated by this Agreement and the other Transaction Documents, since

(i) the Balance Sheet Date or (ii) in the case of SpinCo Entities formed after the Balance Sheet Date, since the date such SpinCo Entity

was formed, and in each case through the date hereof, the Company and its Subsidiaries, including the SpinCo Entities, have, in all material

respects, conducted the SpinCo Business in the ordinary course of business.

Section 5.15

Material Contracts.

(a)

Section 5.15(a) of the SpinCo Disclosure Schedule sets forth a list as of the date hereof of each Contract to which the

Company, any of its Subsidiaries or any of the SpinCo Entities is a party in the following categories (collectively, the “SpinCo

Material Contracts”):

(i)

any Contract with (A) the five (5) largest customers of the SpinCo Business based on the dollar amount of sales made to such customers

as measured by the consolidated revenues of the SpinCo Business for the year ended December 31, 2025 in the top ten (10) material jurisdictions

of the SpinCo Business based on dollar amount of the annual revenue for the SpinCo Business for the year ended December 31, 2025 (“Top

Ten Revenue Jurisdictions”), as set forth on Section 5.15(a)(i) of the SpinCo Disclosure Schedule and (B) the largest suppliers

of the SpinCo Business where the annual spend commitment for the year ended December 31, 2025 was more than $35 million, in each case

of Clauses (A) and (B) other than, immaterial Contracts or mechanical Contracts such as sales orders or purchase orders issued in the

ordinary course of business on standard terms and conditions;

(ii)

any Contract material to the SpinCo Business taken as a whole that materially limits or purports to limit in any material respect

the ability of the SpinCo Business (or, following the Closing, the business of Parent and its Subsidiaries) to compete with any Person

or in any line of business in the Top Ten Revenue Jurisdictions;

(iii)

any Contract (excluding SpinCo Real Property Leases) that requires any future capital expenditures by the SpinCo Business in excess

of $35,000,000 that will not be paid prior to the Closing;

(iv)         any

Contract material to the SpinCo Business taken as a whole that relates to the creation, incurrence, assumption or guarantee of any

indebtedness for borrowed money or any bonds, debentures, notes or similar instruments, in each case, in excess of $35,000,000;

(v)

any Contract pursuant to which the Company, any of its Subsidiaries or any SpinCo Entity (A) receives from a third party a

license or grant of rights (including through covenants not to assert) to Intellectual Property Rights that are primarily used for the

SpinCo Business or (B) grants to any Person a license or grant of rights (including through covenants not to assert) to SpinCo Intellectual

Property, in each case of clauses (A) and (B), in so far as such license or grant of rights is material to the SpinCo Business and excluding

(1) non-exclusive licenses or grants of rights to Intellectual Property Rights that are ancillary to commercial agreements or that are

incidental to the performance of and not a principal purpose of the applicable agreement, (2) non-exclusive licenses to commercially available,

off-the-shelf, non-customized Software pursuant to standard terms and conditions, and (3) Software as a service agreements or related

services agreements that contain only a non-exclusive license to access and use Intellectual Property Rights in order to provide or receive

the services, in each case of clauses (1) through (3), entered into in the ordinary course of business;

(vi)

any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or that otherwise involves

any settled or threatened claim, action, suit or proceeding pursuant to which the SpinCo Business has (or will have after the Closing)

any material monetary or other outstanding obligation that is material to the SpinCo Business taken as a whole;

(vii)

any joint venture agreement, strategic alliance agreement, joint development agreement, partnership agreement or similar agreement

in respect of joint venture or non-wholly owned entity that operates the SpinCo Business, in each case that is material to the SpinCo

Business taken as a whole;

(viii)

any Contract relating to the acquisition or disposal or divestiture of, or investment in, any joint venture, partnership or similar

arrangement that relates to the SpinCo Business, pursuant to which any SpinCo Entity has (or after the Closing will have) any material

outstanding obligation;

(ix)

any Contracts providing for the invention, creation, conception or other development of any Intellectual Property Rights that are

primarily used or held for the SpinCo Business (A) by the Company, any of its Subsidiaries or any of the SpinCo Entities, (B) by any Person

for the Company, any of its Subsidiaries or any of the SpinCo Entities, other than any Company Personnel IP Contracts, or (C) by any Person

with the Company, any of its Subsidiaries or any of the SpinCo Entities, in each case of clauses (A) through (C), where such Contracts

are material to the SpinCo Business taken as a whole;

(x)

any co-packing or co-manufacturing Contract or other Contract providing for the manufacture or production of any products by a

third party that requires annual payments by the SpinCo Business of $35,000,000 or more; and

(xi)

any Contract not otherwise described in any other subsection of this ‎Section 5.15(a)

that would be required to be filed by SpinCo as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation

S-K of the SEC) if SpinCo were subject to the reporting requirements of the Exchange Act as of the date hereof (other than those agreements

and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC and those Contracts that constitute Company Public Documents

and were publicly available on the SEC’s EDGAR database or the FCA’s National Storage Mechanism prior to the date hereof).

(b)

The Company has made available or will make available by the date of this Agreement to Parent copies of each SpinCo Material Contract

that are correct and complete in all material respects (subject to any redaction of information deemed competitively sensitive by the

Company or pursuant to applicable Law or contractual obligation to which the Company is bound). Each SpinCo Material Contract is valid

and binding on the Company or its applicable Subsidiary, including any applicable SpinCo Entity and, to the Knowledge of the Company or

SpinCo, the counterparty thereto, and is in full force and effect and enforceable in accordance with its terms, subject to the Remedies

Exception. Except as would not reasonably be expected to be material to the SpinCo Business, taken as a whole, neither the Company nor

its applicable Subsidiary, including any SpinCo Entity is, and to the Knowledge of the Company or SpinCo, no counterparty thereto is,

in breach of, or default under, any SpinCo Material Contract.

Section 5.16

Labor Relations.

(a)

Section 5.16(a) of the SpinCo Disclosure Schedule lists each Collective Bargaining Agreement in effect as of the date hereof

covering any SpinCo Employee and/or between the Company or any of its Subsidiaries, including SpinCo and its Subsidiaries, on the one

hand, and a trade union, works council, employee representative body or labor organization (covered by the National Labor Relations Act)

in the SpinCo Employee Material Jurisdictions that represents (or that otherwise governs or relates to the employment of) any of the SpinCo

Employees, on the other hand (a “SpinCo CBA”); provided that with respect to each SpinCo CBA in a SpinCo Employee

Non-Material Jurisdiction, such lists shall be provided by the Company to Parent during the ninety (90)-day period following the date

hereof. To the Knowledge of the Company or SpinCo (i) no petition for recognition of a labor organization for the representation of the

SpinCo Employees is pending or threatened, and (ii) there has not during the last two (2) years been any (or threat of any), there are

no pending and no Person has threatened to commence any, strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute,

or union organizing activity, in each case affecting the SpinCo Business or any of the SpinCo Entities where it had or would reasonably

be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(b)          There

are no pending, or to the Knowledge of the Company or SpinCo, 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 (or pursuant to any SpinCo CBA) in connection with or otherwise related to any SpinCo Employees or any Former SpinCo

Employees, other than any such charges, grievances or Actions that would not reasonably be expected to have, individually or in the

aggregate, a SpinCo Material Adverse Effect. The Company and SpinCo or their applicable Subsidiaries are, and for the twelve (12)

months prior to the date hereof have been, in compliance with each SpinCo CBA in all respects to the extent that non-compliance

would not have a SpinCo Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the

aggregate, a SpinCo Material Adverse Effect, there are no employment disputes, including, without limitation, any dispute relating

to unfair labor practices, labor arbitrations, labor grievances, employment discrimination, misclassification, harassment or

retaliation, made by or on behalf of any SpinCo Employee or Former SpinCo Employee currently subject to any grievance procedure,

arbitration, litigation or other proceeding.

(c)

For the past two (2) years, and except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo

Material Adverse Effect, the Company and each of its Affiliates, including SpinCo, has been in compliance with all Laws relating to 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 and payment of employees,

independent contractors and consultants, employment equity, collective bargaining, occupational health and safety, workers’ compensation,

immigration, and all other labor or employment related matters with respect to the SpinCo Employees and Former SpinCo Employees. For the

past two (2) years, and there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to

the Company or any of its Subsidiaries that has affected the SpinCo Employees or Former SpinCo Employees in the SpinCo Employee Material

Jurisdictions.

(d)

Section 5.16(d) of the SpinCo Disclosure Schedule identifies all works councils or employee representative bodies that will

need to be informed and consulted with respect to the transactions contemplated by this Agreement and the Separation and Distribution

Agreement, including the Asset Purchase Agreement, other than those works councils and employee representative bodies with respect to

which the failure to inform or consult would not reasonably be expected to (i) materially impair, materially delay or otherwise have a

material adverse effect on, in each case individually or in the aggregate, the ability of the Company or SpinCo to perform its obligations

hereunder or under the Separation and Distribution Agreement or the Asset Purchase Agreement or to consummate the transactions contemplated

hereby and thereby, including the Mergers and the Separation or (ii) have a SpinCo Material Adverse Effect.

(e)

With respect to the SpinCo Business and the SpinCo Employees, the Company and its Affiliates have reasonably investigated all material

allegations of sexual or other harassment that have been reported in the past two (2) years regarding any SpinCo Employee at or above

the level of Vice President (WL4) in the SpinCo Employee Material Jurisdictions, and none of the Company, SpinCo and their Affiliates

have entered into any settlement agreement with any other Person with respect to allegations of sexual or other harassment by a SpinCo

Employee at or above the level of Vice President (WL4).

(f)           Except

as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, with respect to

each SpinCo Employee, the Company and its Affiliates, as applicable, have paid all wages, salaries, profit sharing, wage premiums,

commissions, bonuses, fees, allowances, subsidies, reimbursement, overtime payment, social security contributions, housing fund

contributions, severance or redundancy payments and other compensation which have come due and payable to SpinCo Employees and

Former SpinCo Employees under applicable Law or Contract. Except as would not reasonably be expected to be, individually or in the

aggregate, material to the SpinCo Business (taken as a whole), in the past two (2) years, with respect to each SpinCo Employee and

any Former SpinCo Employee providing services in the United Kingdom, all holiday pay for periods of holiday taken under regulation

13 of the United Kingdom’s Working Time Regulations 1998 has been calculated and paid in accordance with, and the Company and

its Affiliates, as applicable, have complied in all material respects with their obligations under, Directive 2003/88/EC of the

European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time, as it

applies in the United Kingdom from time to time (including as retained, amended, extended, re-enacted or otherwise given effect on

or after 11 p.m. UK time on January 31, 2020).

Section 5.17

Compliance with Law; Permits.

(a)

Except for Environmental Laws (which are addressed exclusively as set forth in Section 5.20), 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 material

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 material non-ordinary course inspection, investigation, survey, audit or other review.

(b)

Except with respect to Permits required under applicable Environmental Laws (which are addressed exclusively in Section 5.20),

(i) the Company and its Subsidiaries (with respect to the SpinCo Business) and the SpinCo Entities have obtained all of the Permits necessary

to conduct the SpinCo Business substantially as conducted as of and during the twelve (12) month period prior to the date hereof and in

compliance with applicable Law and (ii) such Permits are valid and in full force and effect and the Company or its applicable Subsidiary

or the applicable SpinCo Entity is in material compliance with the terms thereof.

(c)

The Company and the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business) and the SpinCo Entities

have (i) during the last three (3) years, complied in all material respects with all applicable anti-bribery, anticorruption, and anti-money

laundering laws and regulations (“Anticorruption Laws”), and (ii) have and have implemented policies and controls reasonably

designed to promote compliance with the Anticorruption Laws.

(d)

None of the Company or any of the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business) or any

of the SpinCo Entities, any employee of the SpinCo Entities or, to the Knowledge of the Company, any agent or other third party representative

acting on behalf of the SpinCo Business, is currently, or has been at any time since April 24, 2019, (i) a Sanctioned Person; (ii) engaged

in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) engaged in any

dealings or transactions in violation of Sanctions or Trade Controls.

(e)

None of the Company or any of the Company’s Subsidiaries (in each case, solely with respect to the SpinCo Business) or any

of the SpinCo Entities has (i) received from any Governmental Authority or any Person any written notice, inquiry, or internal or external

allegation; (ii) made any voluntary or involuntary disclosure to a Governmental Authority; or (iii) conducted any internal investigation

or audit, in each case of clauses (i)-(iii) concerning any actual or potential violation or wrongdoing related to Sanctions or Trade Controls.

There are no pending or, to the Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries (in each case,

solely with respect to the SpinCo Business) or any of the SpinCo Entities with respect to Sanctions or Trade Controls.

Section 5.18

SpinCo Benefit Plans.

(a)

Section 5.18(a) of the SpinCo Disclosure Schedule sets forth a list, as of the date hereof, of each material Company Benefit

Plan and each material SpinCo Benefit Plan and separately identifies each material SpinCo Foreign Benefit Plan, in each case as maintained

in the SpinCo Employee Material Jurisdictions; provided that with respect to each material SpinCo Benefit Plan and SpinCo Foreign

Benefit Plan in a SpinCo Employee Non-Material Jurisdiction, such lists shall be provided by the Company to Parent during the ninety (90)-day

period following the date hereof. Each SpinCo Benefit Plan is exclusive to SpinCo and its Subsidiaries, and no SpinCo Benefit Plan covers

or provides benefits to any individual who is not a current or former employee of SpinCo or its Subsidiaries (or an eligible dependent

or beneficiary thereof).

(b)

As applicable with respect to each of the material SpinCo Benefit Plans

listed in Section 5.18(a) of the SpinCo Disclosure Schedule, the Company has made available to Parent (or will, within ninety (90)

days following the date hereof, make available) true and complete copies of (i) the applicable plan document (including all amendments

thereto), and (ii) the following documents, if applicable: (A) the most recent summary plan description including any summary of material

modifications provided to SpinCo Employees and the most recent actuarial valuation, (B) the last filed Form 5500 series and all schedules

thereto, (C) the most recent determination, opinion or advisory letter issued by the IRS, and (D) any non-routine communications with

any Governmental Authority in the past three (3) years. As applicable with respect to each of the material Company Benefit Plans listed

in Section 5.18(a) of the SpinCo Disclosure Schedule (other than individual agreements or arrangements), the Company has made available

to Parent (or will, within ninety (90) days following the date hereof, make available) true and complete copies of the applicable plan

document (including all amendments thereto) or, for any unwritten plan, a high level summary of the material terms thereof.

SpinCo Benefit Plan or Company 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 no such

determination or opinion letter has been revoked nor, to the Knowledge of the Company or SpinCo, is any such revocation threatened.

Each SpinCo Benefit Plan which is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and

the regulations and other guidance issued thereunder (“Section 409A”) has been operated and maintained in all

material respects in operational compliance with, and is in all material respects in documentary compliance with Section 409A of the

Code and all IRS guidance promulgated thereunder, and no amount under any such plan, agreement or arrangement is, has been or would

reasonably be expected to be subject to any additional Tax, interest or penalties under Section 409A of the Code.

(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) as of the date of this Agreement, there are no issued, pending or, to the Knowledge

of the Company or SpinCo, threatened claims, actions, investigations or audits (other than routine claims for benefits) against the Company,

SpinCo or any of its Subsidiaries involving any Company Benefit Plan or SpinCo Benefit Plan, (iii)

all required contributions and other payments to each Company Benefit Plan and SpinCo Benefit Plan that have become due have been timely

made or, if not yet due, properly accrued, (iv) there has been no “prohibited transaction” within the meaning of Section 4975

of the Code or Section 406 of ERISA or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan or

SpinCo Benefit Plan, (v) neither SpinCo nor any of its Subsidiaries has incurred (whether or not assessed) any Liability that has not

been satisfied under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code, (vi) all material reports, returns, and similar documents

required to be filed with any Governmental Authority or distributed to any SpinCo Benefit Plan participant have been timely filed or distributed

and (vii) the Company and its Subsidiaries have complied with applicable Law relating to the SpinCo Benefit Plans. No Action with respect

to the administration or the investment of the assets of any SpinCo Benefit Plan (other than routine claims for benefits) is issued, pending,

or to the Knowledge of the Company or SpinCo, threatened.

(e)          Except

as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, with respect to any

SpinCo Benefit Plan (whether or not) subject to Title IV of ERISA, (i) there does not exist any failure to meet the “minimum

funding standard” of Section 412 of the Code or 302 of ERISA (whether or not waived) or such other equivalent requirement in

respect of a SpinCo Foreign Benefit Plan, (ii) such plan is not in “at-risk” status for purposes of Section 430 of the

Code or such other equivalent status in respect of a SpinCo Foreign Benefit Plan, (iii) no reportable event within the meaning of

Section 4043(c) of ERISA or such other equivalent event in respect of a SpinCo Foreign Benefit Plan has occurred in the two (2)

years prior to the date hereof, (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have

been timely paid in full, and (v) the PBGC has not instituted proceedings to terminate any such plan. No SpinCo Benefit Plan is, or

within the past six (6) years has been, an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or

4971 of the Code. Neither the Company, SpinCo nor any of their respective ERISA Affiliates has, at any time during the preceding six

(6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect

to, any Multiemployer Plan or 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. Except as would not reasonably be expected to have, individually or in the

aggregate, a SpinCo Material Adverse Effect, neither the Company, SpinCo nor any of their respective ERISA Affiliates have any

actual or contingent liability or has had such liability during the prior six (6) years (in each case, with respect to or that would

result in any liability to, the SpinCo Business) under Title IV of ERISA and, to the Knowledge of the Company and SpinCo, no

condition exists that presents a material risk to SpinCo or its ERISA Affiliates of incurring any such liabilities. No Title IV

liability will be triggered for the Company or any of its Subsidiaries or the SpinCo Entities, and no such Liability to a SpinCo

Foreign Benefit Plan will be triggered for SpinCo or a SpinCo Entity, as a result of the Transactions.

(f)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions shall, either alone or in combination

with another event in the SpinCo Employee Material Jurisdictions: (i) entitle any SpinCo Employee to severance pay, unemployment compensation

or any other benefits or payments, (ii) accelerate the time of payment, funding or vesting, or materially increase the amount of any payments

or benefits due to any SpinCo Employee (including the forgiveness of indebtedness), (iii) limit or restrict the right to merge, terminate

or amend any SpinCo Benefit Plan on or after the Closing (except as may otherwise be provided under the Employee Matters Agreement) 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).

(g)

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.

(h)

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

(i)

Without limiting the generality of the other representations in this Section 5.18, except as would not reasonably be expected

to have, individually or in the aggregate, a SpinCo Material Adverse Effect, in the SpinCo Employee Material Jurisdictions (i) each 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, and has obtained any required determination

from a Governmental Authority that such SpinCo Foreign Benefit Plan is in compliance with applicable Laws and/or meets all the requirements

for special tax treatment; (ii) all employer and employee contributions to each SpinCo Foreign Benefit Plan required by its terms or by

applicable Law have been made or, if applicable, accrued in accordance with generally accepted accounting practices in the applicable

jurisdiction and any other payments (including insurance premiums) otherwise due in respect of a SpinCo Foreign Benefit Plan have been

paid in full; 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, and no event has occurred since the date of the most recent approval or application therefor

relating to any such SpinCo Foreign Benefit Plan that would reasonably be expected to adversely affect any such approval or good standing.

Section 5.19

Intellectual Property.

(a)

Schedule 2.2(a)(vii)(A) to the Separation and Distribution Agreement (the “SpinCo Registered IP Schedule”)

includes, as of the date hereof, details of all material SpinCo Intellectual Property that is subject to any registration, issuance or

application to register or issue with any Governmental Authority responsible for granting or issuing such Intellectual Property Rights,

including the United States Patent and Trademark Office, its foreign equivalents and domain name registries. (i) The Intellectual Property

Rights disclosed in the SpinCo Registered IP Schedule are subsisting and, to the Knowledge of the Company or SpinCo, are enforceable

and (ii) all necessary registration, maintenance and renewal fees have been paid to, and all necessary documents and certificates have

been validly executed, delivered and filed (as applicable) with the United States Patent and Trademark Office or equivalent authority

anywhere in the world, in each case by the applicable deadline, for the purposes of maintaining such material SpinCo Intellectual Property

disclosed in the SpinCo Registered IP Schedule and recording them in the name of the Company, one of its Subsidiaries or one of the SpinCo

Entities, in each case of clauses (i) and (ii), except as would not reasonably be expected to have, individually or in the aggregate,

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

Adverse Effect and, subject to any Intellectual Property Rights that may in accordance with this Agreement, in the reasonable business

judgment of the Company, be intentionally abandoned, surrendered or withheld from entering or validating under any national phases in

the ordinary course of business consistent with past practice: (A) as of the date hereof, the Company and its Subsidiaries solely and

exclusively own and, as of the Distribution Time, 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, and (B) the Intellectual Property

Rights licensed to the SpinCo Entities pursuant to the Transaction Documents or pursuant to a valid SpinCo Contract, together with the

SpinCo Intellectual Property, constitute all Intellectual Property Rights owned by the Company and its Subsidiaries (excluding IT Assets

that are not SpinCo IT Assets and Company Branding (as defined in the Separation and Distribution Agreement)) that are used in or necessary

for the operation of the SpinCo Business as it is conducted immediately prior to the Distribution Time; provided that the foregoing

is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property Rights.

(b)

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

those in the ordinary course and routine office actions and other similar ex parte proceedings with respect to pending applications

to register or issue SpinCo Intellectual Property that may be pending before the United States Patent and Trademark Office or its foreign

equivalents, as of the date hereof, there are no Actions pending or, to the Knowledge of the Company or SpinCo, threatened in writing,

that: (i) allege the conduct of the SpinCo Business or the use or practice of the SpinCo Intellectual Property infringes, misappropriates

or otherwise violates or has infringed, misappropriated or otherwise violated any Person’s Intellectual Property Rights; or (ii)

challenges the validity, enforceability or ownership of any SpinCo Intellectual Property. Except as would not reasonably be expected to

have, individually or in the aggregate, a SpinCo Material Adverse Effect, the conduct of the SpinCo Business, and the use or practice

of the SpinCo Intellectual Property does not, to the Knowledge of the Company or SpinCo, infringe, misappropriate, or otherwise violate,

and has not, in the past six (6) years with respect to Patents and the past three (3) years with respect to all other Intellectual Property

Rights (excluding Patents), infringed, misappropriated or otherwise violated, any Person’s Intellectual Property Rights.

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 or SpinCo, no Person is infringing, misappropriating or otherwise violating, or has, in the past six (6)

years with respect to Patents and the past three (3) years with respect to all other Intellectual Property Rights (excluding

Patents), infringed, misappropriated or otherwise violated any SpinCo Intellectual Property; and (ii) as of the date hereof, no

Action alleging any of the foregoing is pending, or to the Knowledge of the Company or SpinCo, threatened in writing.

(d)

Except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) the Company and its Subsidiaries

and the SpinCo Entities have taken commercially reasonable measures to protect the confidentiality and value of all Trade Secrets included

in the SpinCo Intellectual Property; (ii) no Trade Secret included in the SpinCo Intellectual Property has been authorized to be disclosed

or, to the Knowledge of the Company or SpinCo, has actually been disclosed, except to Persons subject to a valid, written agreement containing

non-disclosure obligations restricting the disclosure and use of such Trade Secrets; and (iii) the Company, its Subsidiaries or the SpinCo

Entities have executed valid written Contracts with all current and former employees, consultants and independent contractors of the Company,

its Subsidiaries and SpinCo Entities who contributed to the development or creation of any Intellectual Property Rights material to the

SpinCo Business for or on behalf of the Company, any of its Subsidiaries, or SpinCo Entities, pursuant to which each such Person has (A)

agreed to hold all confidential information and Trade Secrets included in such Intellectual Property Rights in confidence both during

and after such Person’s employment or retention and (B) agreed to assign (to the extent not already assigned 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 Rights (“Company Personnel IP Contracts”).

(e)

Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) none

of the Company, its Subsidiaries or the SpinCo Entities have used Open Source Software in any manner that would, with respect to any proprietary

Software, the copyright in which is SpinCo Intellectual Property (“SpinCo Proprietary Software”), (A) requires the

disclosure to any third party of any portion of the source code of any such SpinCo Proprietary Software, (B) requires the licensing

of SpinCo Proprietary Software to any third party for the purpose of making derivative works or (C) imposes any restriction on the

consideration to be charged to any third party for the distribution of SpinCo Proprietary Software; and (ii) the Company, its Subsidiaries

and the SpinCo Entities are in material compliance, with the terms and conditions of all relevant licenses for Open Source Software applicable

to the SpinCo Proprietary Software.

(f)

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, to the Knowledge of the Company or SpinCo, 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.

(g)          Except

as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, and other than pursuant to the Transaction

Documents, to the Knowledge of the Company, neither the execution of this Agreement or the Transaction Documents nor the

consummation of the Transaction Process will (i) result in the loss or impairment of any rights of Parent or any of its Subsidiaries

(including rights to own or use any of the SpinCo Intellectual Property) or (ii) require Parent or any of its Subsidiaries to

grant to any Person any right to any Intellectual Property Rights owned by, or licensed to, any of them.

Section 5.20

Environmental Matters.

(a)

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

(i)          Solely with respect to the operation of the SpinCo Business, the Company and its Subsidiaries are, and during the past two (2)

years the Company and its Subsidiaries have been, in compliance with Environmental Laws, which compliance includes obtaining, maintaining,

and complying with all Permits required under Environmental Laws, all of which Permits are in full force and effect;

(ii)

Solely with respect to the operation of the SpinCo Business, the Company and its Subsidiaries have not received written notice

from any Governmental Authority or Person (or, to the Knowledge of the Company or SpinCo, oral notice) alleging any non-compliance with

or Liability under any Environmental Law or Permit required by Environmental Law by the Company or any of its Subsidiaries, the subject

of which has not been resolved;

(iii)        No Actions or orders to the extent related to the SpinCo Business or any SpinCo Business Assets are pending or threatened in writing

or, to the Knowledge of the Company or SpinCo, threatened orally against the Company or any of its Subsidiaries either pursuant to any

Environmental Law or arising from the Release or presence of or exposure to Hazardous Materials;

(iv)        Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other Person, has Released Hazardous

Materials at on, upon, into or from the SpinCo Owned Real Property or real property that is or will be the subject of a SpinCo Real Property

Lease or, to the extent related to the SpinCo Business, any other property at concentrations or under conditions that would result in

SpinCo, the Company or any Subsidiary incurring Liability or a requirement for notification, investigation or remediation under Environmental

Laws; and

(v)         Neither the Company nor any Subsidiary has assumed by Contract any liabilities or obligations related to the SpinCo Business pursuant

to Environmental Laws.

Section 5.21          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

5.21 of the SpinCo Disclosure Schedule, no SpinCo Entity is party to any SpinCo Affiliate Contract.

Section 5.22

Brokers’ Fees. No broker, finder,

investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar commission, for which Parent,

Merger Subs or any of the SpinCo Entities would be liable in connection with the transactions contemplated by this Agreement or any other

Transaction Document based upon arrangements made by or on behalf of any SpinCo Entity.

Section 5.23

Proxy Statement; Registration Statements.

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 Proxy Statement, the Parent Registration

Statement, the SpinCo Registration Statement or the documents relating to the Distribution that are filed with the SEC and/or distributed

to Company stockholders or Parent stockholders (the “Distribution Documents”) will, in the case of the Proxy Statement

and the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Proxy Statement and the

Distribution Documents and of any amendment or supplement thereto, or, in the case of the Parent Registration Statement or the SpinCo

Registration Statement, at the time such registration statement becomes effective, on the date of the Parent Stockholders Meeting, at

the Distribution Date or at the First Merger 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 Parent specifically for inclusion in, or incorporation by reference into, the SpinCo

Registration Statement.

Section 5.24          Board

and Shareholder Approval. Each of the Company Board, the DutchCo 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, (a) approved (including by way of

delegated authority) this Agreement, the Separation and Distribution Agreement and the other Transaction Documents and authorized

and approved the execution, delivery and performance hereof and thereof and the consummation of the transactions contemplated hereby

and thereby, including the Mergers and the Separation, and (b) in respect of the SpinCo Board, declared each of them advisable, fair

to and in the best interests of SpinCo and its sole stockholder. As of the date hereof, the sole shareholder of SpinCo is DutchCo,

and as of immediately prior to the Distribution the sole shareholders of SpinCo will be DutchCo, the Company or a Subsidiary

thereof. Immediately after the execution of this Agreement, DutchCo will approve and adopt, as SpinCo’s sole shareholder, this

Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, including the Mergers and the SpinCo

Share Issuance (the “SpinCo Shareholder Approval”). The approval of the Company’s shareholders is not

required to effect the transactions contemplated by the Separation and Distribution Agreement, this Agreement or any of the other

Transaction Documents. Upon obtaining the SpinCo Shareholder Approval, the approval of SpinCo’s shareholders after the

Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Mergers and the

SpinCo Share Issuance, unless this Agreement is amended on or after the Distribution Date.

Section 5.25

Parent Common Stock. Neither the Company

nor any of its Subsidiaries, including SpinCo owns (directly or indirectly, beneficially or of record) or will own on the Closing Date

nor is a party to any Contract for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock

of Parent (other than as contemplated by this Agreement).

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 SpinCo

Entities and the Company and its Subsidiaries (with respect to the SpinCo Business) and, to the Knowledge of the Company or SpinCo, any

Person acting for or on behalf of the SpinCo Entities or the Company or any of its Subsidiaries (with respect to the SpinCo Business)

are in compliance with all SpinCo Privacy Requirements. Except as would not reasonably be expected to have, individually or in the aggregate,

a SpinCo Material Adverse Effect, none of the SpinCo Entities or the Company or any of its Subsidiaries (with respect to the SpinCo Business)

have, as of the date hereof, received any written notice of any claims, investigations, or regulatory inquiries alleging the violation

of any SpinCo Privacy Requirements.

(b)

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

Entities and the Company and its Subsidiaries (with respect to the SpinCo Business) have implemented and maintained technical and organizational

safeguards reasonably designed to protect the SpinCo IT Assets and any Personal Information and Trade Secrets processed by or on behalf

of the SpinCo Entities or the Company or any of its Subsidiaries (with respect to the SpinCo Business) against loss, theft, misuse or

unauthorized access, use, modification, alteration, destruction or disclosure. Except as would not reasonably be expected to have, individually

or in the aggregate, a SpinCo Material Adverse Effect, there have been no breaches, security incidents, misuses of or unauthorized access

to or disclosure of any SpinCo IT Assets or any Personal Information or Trade Secrets processed by or on behalf of the SpinCo Entities

or the Company or any of its Subsidiaries (with respect to the SpinCo Business).

(c)

Except as would not have, individually or in the aggregate, a SpinCo Material Adverse Effect, neither the execution of this Agreement

and the Transaction Documents nor the consummation of the Transaction Process will violate any applicable SpinCo Privacy Requirements.

Section 5.27

Food Safety.

(a)          Except

as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, in the past two (2)

years, the Company and its Subsidiaries (with respect to the SpinCo Business), the SpinCo Entities and all products manufactured,

marketed, sold or distributed by the SpinCo Business (the “Products”) have complied, and are in compliance, with

(i) the applicable provisions of the Federal Food, Drug, and Cosmetic Act and the applicable regulations and requirements adopted by

the U.S. Food and Drug Administration (the “FDA”) thereunder, (ii) the applicable statutes, regulations and

requirements of the U.S. Department of Agriculture (the “USDA”), (iii) all applicable statutes enforced by the

United States Federal Trade Commission (“FTC”) and the applicable FTC regulations and requirements and (iv) all

equivalent or similar regulations and requirements (including but not limited to all applicable regulations and requirements in

relation to food safety and hygiene, labelling, claims and information, composition, registration, and traceability and corrective

action) in the Top Ten Revenue Jurisdictions, (v) any applicable requirements established by any state, provincial or local

Governmental Authority responsible for regulating food products in the Top Ten Revenue Jurisdictions (“Food

Authority” ) (including the FDA and the USDA in the U.S.), and (vi) all terms and conditions imposed in any Permits

granted to the SpinCo Business by any Food Authority.

(b)

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

Business has not, in the past two (2) years, voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted

or issued, any recall, market withdrawal or replacement relating to an alleged lack of safety or regulatory compliance of any Product

in the Top Ten Revenue Jurisdictions.

(c)

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

past two (2) years, there have been no actions, pending, or to the Knowledge of SpinCo, threatened with respect to a violation by the

SpinCo Business of any applicable statute or regulation enforced by any of the Food Authorities in the Top Ten Revenue Jurisdictions,

with regard to the manufacture, marketing or distribution of any of the Products that would be reasonably expected to result in administrative,

civil or criminal liability of the SpinCo Business.

Section 5.28         No

Other Representations and Warranties. Except as expressly set forth in Article VI or in any Transaction Document,

(a) the Company and SpinCo each acknowledges and agrees that neither Parent, Merger Subs nor any of their Affiliates, nor any of

their respective Representatives has made, or is making, any express or implied representation or warranty whatsoever with respect

to Parent, Merger Subs or any of its Affiliates, or any of their respective businesses, operations, assets, liabilities, conditions

(financial or otherwise) or prospects, and (b) the Company and SpinCo each further acknowledges and agrees that neither Parent 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 its respective Affiliates or Representatives. Without limiting the generality of the foregoing, except as expressly set

forth in Article VI or in any Transaction Document, 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 Parent or

any of its Subsidiaries that may have been made available, in the Parent Datasite or otherwise, to the Company, SpinCo or any of

their 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 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, other than those 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 Parent Disclosure Schedule), any information, documents or other materials (including

any such materials contained in the Parent 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 Parent

or Merger Subs, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as

expressly set forth in Article VI of this Agreement or in any Transaction Document. In entering into this Agreement, the

Company and SpinCo acknowledge and agree that they have relied solely upon their own investigation and analysis, and the Company and

SpinCo acknowledge and agree, to the fullest extent permitted by Law, that Parent, Merger Subs and their Affiliates and their

respective Representatives shall not have any Liability or responsibility whatsoever to the Company or SpinCo 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 the Company or SpinCo or their

Affiliates or any of their respective Representatives, including in respect of the specific representations and warranties of 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.

Article

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBs

Except as otherwise disclosed or identified in

(a) the Parent 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 or references therein under 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 Parent 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), Parent and Merger

Subs, jointly and severally, hereby represent and warrant to the Company, DutchCo and SpinCo as follows:

Section 6.1

Organization of Parent and Merger Subs.

(a)          Parent

has been duly incorporated and is validly existing and in good standing as a Maryland corporation and has all requisite corporate

power and authority to own, lease and operate its assets in the manner in which such assets 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 be material to Parent and its

Subsidiaries (taken as a whole). Parent has made available to the Company true and complete copies of the Organizational Documents

of Parent, and (i) except as contemplated by this Agreement, Parent has not taken any action, nor is any action pending or

contemplated, to amend or restate such Organizational Documents, (ii) such Organizational Documents are in full force and effect and

(iii) Parent is not in violation of any such Organizational Document. Parent 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 reasonably

be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)

Merger Sub I is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Merger Sub I is

a direct wholly owned Subsidiary of Parent. The copies of the Organizational Documents of Merger Sub I which were previously furnished

or made available to the Company are true and complete copies of such documents as in effect on the date of this Agreement.

(c)

Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware.

Merger Sub II is a direct wholly owned Subsidiary of Parent. The copies of the Organizational Documents of Merger Sub II which were previously

furnished or made available to the Company are true and complete copies of such documents as in effect on the date of this Agreement.

Section 6.2

Due Authorization. Each of Parent,

Merger Sub I and Merger Sub II has all requisite corporate or limited liability company power and authority to execute and deliver this

Agreement and the Transaction Documents to which it is or will be a party at the First Merger Effective Time and (subject to the receipt

of the Consents described in Section 6.6 and the Parent Stockholder Approval) to consummate the transactions contemplated hereby

and thereby (subject, in the case of the First Merger, to the Merger Sub Stockholder Approval, which will occur promptly (and in any event

within twenty-four (24) hours) after the execution of this Agreement). The execution and delivery by each of Parent, Merger Sub I and

Merger Sub II of this Agreement and the Transaction Documents to which it is or will be a party at the First Merger Effective Time and

the consummation by each of Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and thereby have been duly

and validly authorized and approved by all necessary and proper corporate or limited liability company action on its part, and, except

for the Parent Stockholder Approval, no other corporate action on the part of Parent, Merger Sub I or Merger Sub II is necessary to authorize

this Agreement or the Transaction Documents to which it is or will be a party at the First Merger Effective Time. Each of this Agreement

and the Transaction Documents to which it is or will be a party at the First Merger Effective Time has been, or when executed and delivered

will be, duly and validly executed and delivered by Parent 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 First Merger 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

Parent, Merger Sub I and Merger Sub II (as applicable), enforceable against Parent, Merger Sub I and Merger Sub II (as applicable) in

accordance with its terms, subject to the Remedies Exception.

Section 6.3

Capital Stock and Other Matters.

(a)

As of the date hereof, the authorized capital stock of Parent consists of (i) 640,000,000 shares of Parent Voting Common Stock,

(ii) 640,000,000 shares of Parent Non-Voting Common Stock and (iii) 30,000 shares of five percent (5%) preferred stock, par value $100.00

each (“Parent Preferred Stock”). As of the Closing, following the Parent Charter Amendment (and assuming receipt of

the Parent Stockholder Approval), the authorized capital stock of Parent shall consist of 871,000,000 shares of Parent Voting Common Stock

and 871,000,000 shares of Parent Non-Voting Common Stock. At the close of business on March 26, 2026: (A) 14,856,212 shares of Parent

Voting Common Stock were issued and outstanding; (B) 253,986,983 shares of Parent Non-Voting Common Stock were issued and outstanding;

(C) 11,673,999 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plans, of which 5,256,048 shares

of Parent Common Stock were issuable upon exercise of outstanding Parent Options; (D) 1,064,735 shares of Parent Common Stock were issuable

upon the vesting and settlement of Parent RSU Awards; (E) 567,367 shares of Parent Common Stock were issuable upon the vesting and settlement

of Parent PSU Awards (assuming the achievement of applicable performance metrics at the target level of performance); (F) no shares of

Parent Common Stock were held by Parent’s Subsidiaries; and (G) no shares of Parent Preferred Stock were issued and outstanding.

All of the issued and outstanding shares of Parent Common Stock have been, and all shares of Parent Common Stock issued pursuant to the

First Merger will be at the Closing duly authorized and validly issued, fully paid and nonassessable and have not been, issued in violation

of any preemptive or similar rights.

(b)

No bonds, debentures, notes or other indebtedness of Parent or any of the Parent Subsidiaries having the right to vote (or convertible

into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of Parent (including

Parent Common Stock) may vote (“Parent Voting Debt”) are, or as of the First Merger Effective Time will be, issued

or outstanding.

(c)

As of the date hereof, the authorized capital stock of Merger Sub I consists of 1,000 shares of common stock.

(d)

As of the date hereof, the authorized capital of Merger Sub II consists of membership interests representing 100% of the outstanding

membership interests of Merger Sub II.

(e)

Except as expressly set forth in paragraph (a) above, or in connection with the Mergers, as of the date hereof, there are no (i)

outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of capital stock

of Parent, or any other commitments or agreements providing for the issuance, sale, repurchase or redemption of shares of capital stock

of Parent, (ii) agreements of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its shares of

capital stock or (iii) voting trusts, proxies or other agreements or understandings with respect to the voting shares of capital stock

of Parent.

Section 6.4

Subsidiaries.

(a)           Section

6.4(a) of the Parent Disclosure Schedule sets forth a list of the Parent Subsidiaries and their respective jurisdictions of

organization, as of the date hereof. Each Parent Subsidiary has been duly organized and is validly existing under the Laws of its

jurisdiction of organization and has all requisite organizational power and authority to own, lease and operate its assets where

such assets are now owned, leased, and operated and to conduct its business as it is now being conducted.

(b)

Each Parent Subsidiary 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 reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect. Other than the Subsidiaries set forth on Section 6.4(a) of the Parent Disclosure Schedule, as of the date hereof,

Parent does not own or hold, directly or indirectly, any Interest in any other Person.

Section 6.5

Capitalization of Subsidiaries. The

issued and outstanding Interests of each of the Parent Subsidiaries have been duly authorized and validly issued and, as applicable, are

fully paid and nonassessable. Parent, directly or indirectly, owns legal and beneficial title to all the issued and outstanding Interests

of the Parent Subsidiaries, 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 Parent Subsidiaries, any other commitments or agreements providing for the issuance,

sale, repurchase or redemption of Interests of such Parent Subsidiaries, and there are no agreements of any kind which may obligate any

Parent Subsidiary to issue, purchase, redeem or otherwise acquire any of its Interests.

Section 6.6

Governmental Consents. Assuming the

accuracy of the representations and warranties of the Company and SpinCo set forth in Article IV and Article V, no Consent

of, with or to any Governmental Authority is required to be obtained or made by Parent or any of the Parent Subsidiaries in connection

with the execution, delivery or performance by Parent and Merger Subs of this Agreement or the Transaction Documents to which Parent,

Merger Sub I or Merger Sub II is or will be a party at the First Merger Effective Time or the consummation by Parent and Merger Subs of

the transactions contemplated hereby or thereby, except for: (a) any Premerger Notification and Report Form required under and in compliance

with the HSR Act or other filings in connection with the Requisite Regulatory Approvals; (b) the filing of the Certificates of Merger

with the Secretary of State of the State of Delaware pursuant to the provisions of the DLLCA and the DGCL, as applicable, and the acceptance

for record of the Articles of Amendment by the SDAT; (c) the rules and regulations of NYSE; (d) applicable requirements of state securities

or “blue sky” Laws, the Securities Act and the Exchange Act; (e) any Consents required to be obtained in connection with the

Separation Steps Plan which are necessary to complete the Reorganization; and (f) Consents the failure of which to be made or obtained

would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 6.7           No

Conflict. Subject to the receipt of the Consents described in Section 6.6, the execution and delivery by each of

Parent, Merger Sub I and Merger Sub II of this Agreement and the Transaction Documents to which it is or will be a party at the

First Merger Effective Time and the consummation by Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby

and thereby (for the avoidance of doubt, including performance of the Transaction Documents following the Closing by Parent and the

Parent Subsidiaries, other than the SpinCo Entities) do not and will not as of the First Merger Effective Time: (a) violate any

provision of, or result in the breach of, any Law applicable to Parent and the Parent Subsidiaries or by which any of its assets or

properties is bound; (b) with or without lapse of time or the giving of notice or both, require a consent or approval under,

conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration of, or create in any

party the right to accelerate, terminate or cancel any Parent Material Contract; or (c) violate any provision of the Organizational

Documents of Parent, or Merger Subs, except, in the case of clauses (a) and (b), as would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect.

Section 6.8

Parent Reports and Financial Statements.

(a)

Parent has timely filed or furnished with the SEC all Parent SEC Documents. As of their respective filing dates (or if amended

or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent SEC Documents (including any

amendments thereto) complied in all material respects, and each other form, report, schedule, statement, prospectus or other document

filed by Parent or any of its Subsidiaries after the date hereof and prior to the First Merger Effective Time (the “Additional

Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and

the applicable regulations promulgated thereunder, as the case may be, and none of such Parent SEC Documents when filed contained (or,

with respect to the Additional Parent SEC Documents, will contain) any untrue statement of a material fact or omitted (or, with respect

to the Additional Parent SEC Documents, will omit) to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not false or misleading. The consolidated financial statements

(including all related notes and schedules) of Parent included or incorporated by reference in the Parent SEC Documents when filed complied

(or, with respect to the Additional Parent SEC Documents, will comply) as to form with the published rules and regulations of the SEC

with respect thereto, in each case in effect at the time of such filing. The audited consolidated financial statements and unaudited consolidated

interim financial statements included in the Parent SEC Documents and the Additional Parent SEC Documents fairly present in all material

respects (or, with respect to the Additional Parent SEC Documents, will fairly present in all material respects) the financial position

of Parent and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and changes in cash flows

or changes in stockholders’ equity or other information included therein for the periods or as of the respective dates then ended,

in each case except as otherwise noted therein and subject, in the case of unaudited interim statements, to normal year-end audit adjustments.

Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents have been prepared in accordance

with GAAP, consistently applied throughout the periods covered, except as otherwise noted therein and, in the case of unaudited statements,

as permitted by Form 10-Q or any successor form under the Exchange Act, and except that unaudited financial statements may not contain

footnotes and are subject to normal and recurring year-end adjustments.

(b)          Parent

has established and maintains a system of internal controls that comply in all material respects with applicable Law and that are

designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or

specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s

general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences. The internal controls are overseen by the audit committee

of the Parent Board (the “Parent Audit Committee”). Since November 30, 2025, Parent’s principal executive

officer and its principal financial officer have disclosed to Parent’s independent auditor and the Parent Audit Committee (the

material circumstances of which (if any) have been made available to the Company) (a) any significant deficiency or material

weakness in Parent’s internal controls and (b) any Fraud involving management or other employees who have a significant role

in Parent’s internal controls. Since November 30, 2025, neither Parent nor any Parent Subsidiary has received any material,

unresolved complaint, allegation, assertion or claim regarding the impropriety of any accounting or auditing practices, procedures,

methodologies or methods of Parent or any Parent Subsidiary or their respective internal accounting controls.

Section 6.9

No Undisclosed Liabilities. There

is no Liability of Parent and the Parent Subsidiaries (excluding any Liabilities related or attributable to Taxes) whether or not of a

type required to be reflected or reserved for on a consolidated balance sheet of Parent and its consolidated Subsidiaries or in the notes

thereto prepared in accordance with GAAP, except for: (a) Liabilities reflected or reserved for in the financial statements of Parent

included in the Parent SEC Documents or disclosed in the notes thereto; (b) Liabilities that have arisen since November 30, 2025 in the

ordinary course of the operation of the Parent Business; (c) Liabilities arising out of or in connection with this Agreement, the Transaction

Documents and the transactions contemplated hereby and thereby; (d) Liabilities for future performance under existing Contracts unrelated

to any breach or default by Parent or its Subsidiaries; or (e) Liabilities that have not had and would not reasonably be expected to be

material to the Parent and the Parent Subsidiaries, taken as a whole.

Section 6.10

Litigation and Proceedings. (a) There

are no, and in the past two (2) years have been no, Actions pending or, to the Knowledge of Parent, threatened in writing against Parent

or any Parent Subsidiary and (b) to the Knowledge of Parent, Parent is not subject to any judgment, decree, injunction or order of or

investigation or inquiry by any Governmental Authority, except, in each case of clauses (a) and (b), as would not reasonably be expected

to be material to Parent and the Parent Subsidiaries, taken as a whole.

Section 6.11

Real Property. (a) Parent and the

Parent Subsidiaries have good and marketable fee simple title (or the applicable local equivalent) to all material Parent Owned Real Property,

free and clear of all Liens, except Permitted Liens, (b) Parent and the Parent Subsidiaries have a valid and enforceable leasehold interest

in all real property leased by Parent or its applicable Subsidiary, free and clear of any Liens created by Parent or the Parent Subsidiaries

(as applicable), subject to the Remedies Exception and any Permitted Liens and (c) as of the date hereof, neither Parent nor any of its

Subsidiaries has received written notice of any pending condemnation, expropriation, eminent domain or similar Action affecting all or

any portion of the Parent Owned Real Property that is material to Parent and the Parent Subsidiaries (taken as a whole), except, in each

case of clauses (a), (b) and (c), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect.

Section 6.12

Tax Matters.

(a)

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

(i)          (A) all Tax Returns required to be filed by Parent or any of the Parent Subsidiaries have been timely filed (taking into account

applicable extensions), (B) all such Tax Returns are true, correct and complete, and (C) all Taxes required to be paid, 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 financial statements of Parent contained in the Parent SEC Documents;

(ii)         (A) no Governmental Authority has asserted any written claim, assessment or deficiency for Taxes against Parent or any Parent Subsidiary

(and, to the Knowledge of Parent, 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 Parent or any of the Parent Subsidiaries;

(iii)        neither Parent nor any Parent Subsidiary has any Liability for Taxes of any Person (other than Parent or any Parent Subsidiary)

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 operation of Law or contract (other than customary commercial, leasing or employment contracts the primary purposes of which do not

relate to Taxes);

(iv)        within the last three (3) years, no claim has been made in writing by any Tax authority in a jurisdiction where Parent or any Parent

Subsidiary has not filed Tax Returns of a particular type that Parent or such Parent Subsidiary is or may be subject to Tax of such type

by, or required to file Tax Returns with respect to Taxes of such type in, such jurisdiction;

(v)         neither Parent nor any Parent Subsidiary is or has been subject to Tax in any country other than its country of incorporation by

virtue of having a permanent establishment or taxable presence in that country; and

(vi)        there are no Liens for Taxes (other than Permitted Liens) upon the assets of Parent or any of the Parent Subsidiaries.

(b)

Within the past two (2) years, neither Parent nor any Parent 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 qualifying

for tax-free treatment under Section 355 of the Code.

(c)

Merger Sub II is classified as an entity disregarded as separate from Parent for U.S. federal income Tax purposes.

(d)

Neither Parent nor any Parent Subsidiary has participated in a “listed transaction” within the meaning of Treasury

Regulations Section 1.6011-4(b)(2).

(e)

Provided that the Company has not made the U.S. Asset Sale Election and assuming the Company complies with the covenants set forth

in Section 7.3(h), neither Parent nor any of the Parent Subsidiaries has taken or agreed to take any action or knows of the existence

of any fact, agreement, plan or other circumstance that could 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 Distribution Tax Representations

or the SpinCo Merger Tax Representations, (iv) Parent from delivering the Parent Tax Representations, (v) the Company from receiving the

IRS Ruling, if requested, or (vi) the Company from receiving the Closing Tax Opinions.

(f)

Each of the Merger Subs was formed solely for the purpose of engaging in the Mergers, and does not have any assets and has not

engaged in any business activities or conducted any operations other than in connection with the Mergers.

Section 6.13

Absence of Changes. Since November

30, 2025, there has not been any Parent Material Adverse Effect and except in connection with the transactions contemplated by this Agreement

and the other Transaction Documents, through the date hereof, Parent and the Parent Subsidiaries have, in all material respects, conducted

their respective business in the ordinary course of business. Merger Sub I is a newly formed corporation and has not conducted any activities

other than in connection with the organization of Merger Sub I, the negotiation, execution and performance of this Agreement and the consummation

of the transactions contemplated hereby. Merger Sub II is a newly formed limited liability company and has not conducted any activities

other than in connection with the organization of Merger Sub II, the negotiation, execution and performance of this Agreement and the

consummation of the transactions contemplated hereby.

Section 6.14

Material Contracts.

(a)

Except as set forth in Section 6.14(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries are

parties to or otherwise bound by or subject to (Contracts of the following types, the “Parent Material Contracts”):

(i)

any Contract that materially limits or purports to materially limit the ability of the Parent Business to compete in any line of

business or in any geographic region in the world, or that requires the Parent Business to provide any product or service to another Person

at pricing that is at least the same or better than the pricing it provides for the same or similar product or service to any other Person,

in each case, that is material to the Parent Business taken as a whole;

(ii)

any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or that otherwise involves

any settled or threatened claim, action, suit or proceeding pursuant to which the Parent Business has (or will have after the Closing)

any monetary or other material outstanding obligation, and in each case, that is material to the Parent Business taken as a whole;

(iii)

other than in connection with the Financing or Permanent Financing, any Contract that relates to the creation, incurrence, assumption

or guarantee of any indebtedness for borrowed money or any bonds, debentures, notes or similar instruments, in each case, in excess of

$20,000,000; and

(iv)

any Contract not otherwise described in any other subsection of this Section 6.14(a) that would constitute a “material

contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Parent (other than those agreements

and arrangements described in Item 601(b)(10)(iii) of Regulation S-K of the SEC and those Contracts that constitute Parent SEC Documents

and were available on the SEC’s EDGAR database prior to the date hereof).

(b)

Parent has made available to the Company copies of each Parent Material Contract that are correct and complete in all material

respects (subject to any redaction of information deemed competitively sensitive by Parent or pursuant to applicable Law or contractual

obligation to which Parent is bound). Each Parent Material Contract is valid and binding on Parent or its Subsidiaries, as applicable,

and, to the Knowledge of Parent, the counterparty thereto, and is in full force and effect and enforceable in accordance with its terms,

subject to the Remedies Exception. Except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken

as a whole, neither Parent nor any of its Subsidiaries is, nor, to the Knowledge of Parent, is any counterparty thereto, in breach of,

or default under, any Parent Material Contract.

Section 6.15

Labor Relations.

(a)

Section 6.15(a) of the Parent Disclosure Schedule lists each material Collective Bargaining Agreement in effect as of the

date hereof between Parent or any of its Subsidiaries, on the one hand, and a trade union, works council, employee representative body

or labor organization (covered by the National Labor Relations Act) in the Parent Employee Material Jurisdictions, on the other hand (a

“Parent CBA”); provided that with respect to each Parent CBA in a Parent Employee Non-Material Jurisdiction,

such lists shall be provided by Parent to the Company during the ninety (90)-day period following the date hereof. To the Knowledge of

Parent and with respect to the Parent Employee Material Jurisdictions, (i) no petition for recognition of a labor organization for the

representation of the employees of Parent or any of its Subsidiaries is pending or threatened, and (ii) there has not, during the last

two (2) years, been any (or threat of any), there are no pending, and no Person has threatened to commence any, strike, slowdown, work

stoppage, lockout, job action, picketing, labor dispute, or union organizing activity affecting Parent or any of its Subsidiaries where

it had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)         There

are no pending, or to the Knowledge of Parent, 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

(or pursuant to any Parent CBA) in connection with or otherwise related to any current or former employees of Parent and its

Subsidiaries, other than any such charges, grievances or Actions that would not reasonably be expected to have, individually or in

the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are and for the twelve (12) months prior to the date

hereof have been in compliance with each Parent CBA in all material respects to the extent that non-compliance would not have a

Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent

Material Adverse Effect, there are no employment disputes, including, without limitation, any dispute relating to unfair labor

practices, labor arbitrations, labor grievances, employment discrimination, misclassification, harassment or retaliation, made by or

on behalf of any current or former employee of Parent currently subject to any grievance procedure, arbitration, litigation or other

proceeding.

(c)

Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the

past two (2) years, Parent has been in compliance with all Laws relating to 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 and payment of

employees, independent contractors and consultants, employment equity, collective bargaining, occupational health and safety, workers’

compensation, immigration, and all other labor or employment-related matters with respect to the current or former employees of Parent

and its Subsidiaries and there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect

to the employees of Parent or its Subsidiaries in the Parent Employee Material Jurisdictions.

(d)

Section 6.15(d) of the Parent Disclosure Schedule identifies all works councils or employee representative bodies that will

need to be informed and consulted with respect to the transactions contemplated by this Agreement and the Separation and Distribution

Agreement, including the Asset Purchase Agreement, other than those works councils and employee representative bodies with respect to

which the failure to inform or consult would not reasonably be expected to (i) materially impair, materially delay or otherwise have a

material adverse effect on, in each case individually or in the aggregate, the ability of the Parent to perform its obligations hereunder

or under the Separation and Distribution Agreement or the Asset Purchase Agreement or to consummate the transactions contemplated hereby

and thereby, including the Mergers and the Separation or (ii) have a Parent Material Adverse Effect.

(e)

Parent and its Subsidiaries have reasonably investigated all material allegations of sexual or other harassment that have been

reported in the past two (2) years regarding any employee of the Parent or any of its Subsidiaries at or above the salary grade of 99,

and none of the Parent or any of its Subsidiaries have entered into any settlement agreement with any other Person with respect to allegations

of sexual or other harassment by any employee of the Parent and its Subsidiaries at or above salary grade level 99.

(f)           Except

as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to

each employee of the Parent or any of its Subsidiaries, the Parent and its Subsidiaries, as applicable, have paid all wages,

salaries, profit sharing, wage premiums, commissions, bonuses, fees, allowances, subsidies, reimbursement, overtime payment, social

security contributions, housing fund contributions, severance or redundancy payments and other compensation which have come due and

payable to any current or former employee thereof under applicable Law or Contract.

Section 6.16

Compliance with Law; Permits.

(a)

Except for Environmental Laws (which are addressed exclusively in Section 6.19), Parent and the Parent Subsidiaries are,

and during the past two (2) years, (i) have been in material 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 Parent or any

of the Parent Subsidiaries is subject to any material non-ordinary course inspection, investigation, survey, audit or other review.

(b)

Parent and the Parent Subsidiaries have (i) during the last five (5) years, complied in all material respects with all applicable

Anticorruption Laws, and (ii) have and have implemented policies and controls reasonably designed to promote compliance with the Anticorruption

Laws.

(c)

None of Parent or any of its Subsidiaries or any of their respective employees or, to the Knowledge of Parent, any agent or other

third-party representative acting on behalf of Parent or its Subsidiaries, is currently, or has been at any time in the past two (2) years,

(i) a Sanctioned Person; (ii) engaged in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned

Country in violation of Sanctions; or (iii) engaged in any dealings or transactions in violation of Sanctions or Trade Controls.

(d)

None of Parent or any of its Subsidiaries has (i) received from any Governmental Authority or any Person any written notice, inquiry,

or internal or external allegation; (ii) made any voluntary or involuntary disclosure to a Governmental Authority; or (iii) conducted

any internal investigation or audit, in each case of clauses (i)-(iii) concerning any actual or potential violation or wrongdoing related

to Sanctions or Trade Controls. There are no pending or, to the Knowledge of Parent, threatened claims against Parent or any of its Subsidiaries

with respect to Sanctions or Trade Controls.

Section 6.17

Parent Benefit Plans.

(a)

Section 6.17(a) of the Parent Disclosure Schedule sets forth a list, as of the date hereof, of each material Parent Benefit

Plan maintained in the Parent Employee Material Jurisdictions; provided that with respect to each Parent Foreign Benefit Plan,

such lists may be provided during the ninety (90)-day period following the date hereof; provided, further, that with respect

to each material Parent Benefit Plan in a Parent Employee Non-Material Jurisdiction, such lists shall be provided by Parent to the Company

during the ninety (90)-day period following the date hereof.

(b)          As

applicable with respect to each of the material Parent Benefit Plans listed in Section 6.17(a) of the Parent Disclosure

Schedule, Parent has made available to the Company (or will, within ninety (90) days following the date hereof, make available) true

and complete copies of (i) the applicable plan document (including all amendments thereto) and (ii) the following documents, if

applicable: (A) the most recent summary plan description including any summary of material modifications and the most recent

actuarial valuations, (B) the last filed Form 5500 series and all schedules thereto, (C) the most recent determination, opinion or

advisory letter issued by the IRS and (D) any non-routine communications with any Governmental Authority in the past three (3)

years.

(c)

Each Parent Benefit Plan intended to be qualified under Section 401(a) of the Code (i) has received a favorable determination letter

from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and (ii) no such determination or opinion letter

has been revoked nor, to Parent’s Knowledge, is any such revocation threatened. Each Parent Benefit Plan which is a “nonqualified

deferred compensation plan” subject to Section 409A has been operated and maintained in all material respects in operational compliance

with, and is in all material respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder,

and no amount under any such plan, agreement or arrangement is, has been or would reasonably be expected to be subject to any additional

Tax, interest or penalties under Section 409A of the Code.

(d)

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

of the Parent 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) as of the date of this Agreement, there are no issued, pending or, to Parent’s

Knowledge, threatened claims, actions, investigations or audits (other than routine claims for benefits) against any of the Parent Benefit

Plans, (iii) all required contributions and other payments to each Parent Benefit Plan that have

become due have been timely made or, if not yet due, properly accrued, (iv) there has been no “prohibited transaction” within

the meaning of Section 4975 of the Code or Section 406 of ERISA or breach of fiduciary duty (as determined under ERISA) with respect to

any Parent Benefit Plan, (v) neither Parent nor any of its Subsidiaries has incurred (whether or not assessed) any Liability that has

not been satisfied under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code, (vi) all material reports, returns, and similar documents

required to be filed with any Governmental Authority or distributed to any Parent Benefit Plan participant have been timely filed or distributed

and (vii) Parent and its Subsidiaries have complied with applicable Law relating to the Parent Benefit Plans. No Action with respect

to the administration or the investment of the assets of any Parent Benefit Plan (other than routine claims for benefits) is issued, pending,

or to the Knowledge of Parent, threatened.

(e)          Except

as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to any

Parent Benefit Plan (whether or not) subject to Title IV of ERISA, (i) there does not exist any failure to meet the “minimum

funding standard” of Section 412 of the Code or 302 of ERISA (whether or not waived) or such other equivalent requirement in

respect of a Parent Foreign Benefit Plan, (ii) such plan is not in “at-risk” status for purposes of Section 430 of the

Code or such other equivalent status in respect of a Parent Foreign Benefit Plan, (iii) no reportable event within the meaning of

Section 4043(c) of ERISA or such other equivalent event in respect of a Parent Foreign Benefit Plan has occurred in the two (2)

years prior to the date hereof, (iv) all premiums to the PBGC have been timely paid in full, and (v) the PBGC has not instituted

proceedings to terminate any such plan. No Parent Benefit Plan is, or within the past six (6) years has been, an employee benefit

plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. Neither Parent nor any of its ERISA

Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability

(including any contingent liability) with respect to, any Multiemployer Plan or 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. Except as would not

reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its

ERISA Affiliates have any actual or contingent liability or has had such liability during the prior six (6) years under Title IV of

ERISA and, to the Knowledge of Parent, no condition exists that presents a material risk to Parent or its ERISA Affiliates of

incurring any such Liabilities. No Title IV liability will be triggered for Parent or any of its Subsidiaries, and no such Liability

to a Parent Foreign Benefit Plan will be triggered for Parent or any or its Subsidiaries, as a result of the Transactions.

(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 employee of Parent or any of its Subsidiaries to severance pay, unemployment compensation

or any other benefits or payments, (ii) accelerate the time of payment, funding or vesting, or materially increase the amount of any payments

or benefits due to any such current employee (including the forgiveness of indebtedness), (iii) limit or restrict the right to merge,

terminate or amend any Parent 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).

(g)

No Parent 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.

(h)

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

(i)

Without limiting the generality of the other representations in this Section 6.17, except as would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each Parent 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, and has obtained any required determination from a Governmental Authority that

such Foreign Benefit Plan is in compliance with applicable Law and/or meets all requirements for special tax treatment; (ii) all employer

and employee contributions to each Parent Foreign Benefit Plan required by its terms or by applicable Law have been made or, if applicable,

accrued in accordance with generally accepted accounting practices in the applicable jurisdiction and any other payments (including insurance

premiums) otherwise due in respect of a Parent Foreign Benefit Plan have been paid in full; and (iii) each Parent Foreign Benefit Plan

required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, and no

event has occurred since the date of the most recent approval or application therefor relating to any such Parent Foreign Benefit Plan

that would reasonably be expected to adversely affect any such approval or good standing.

Section 6.18

Intellectual Property.

(a)

Section 6.18(a) of the Parent Disclosure Schedule includes, as of the date hereof, details of all material Parent Intellectual

Property that is subject to any registration, issuance or application to register or issue with any Governmental Authority responsible

for granting or issuing such Intellectual Property Rights, including the United States Patent and Trademark Office, its foreign equivalents

and domain name registries. (i) The Intellectual Property Rights disclosed in Section 6.18(a)of the Parent Disclosure Schedule

are subsisting, and, to the Knowledge of Parent, are enforceable, and (ii) all necessary registration, maintenance and renewal fees have

been paid to, and all necessary documents and certificates have been validly executed, delivered and filed (as applicable) with the United

States Patent and Trademark Office or equivalent authority anywhere in the world, in each case by the applicable deadline, for the purposes

of maintaining such material Parent Intellectual Property disclosed in Section 6.18(a) of the Parent Disclosure Schedule and recording

them in the name of Parent or one of its Subsidiaries, in each case of clauses (i) and (ii), except as would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect and, subject to any Intellectual Property Rights that may in accordance with this

Agreement, in the reasonable business judgment of Parent, be intentionally abandoned, surrendered or withheld from entering or validating

under any national phases in the ordinary course of business consistent with past practice: (A) as of the date hereof and as of the

Distribution Time, Parent and its Subsidiaries solely and exclusively own all rights, title and interest in and to the Parent Intellectual

Property, in each case, free and clear of all Liens other than Permitted Liens, and (B) the Intellectual Property Rights licensed to Parent

and its Subsidiaries pursuant to a valid Contract, together with the Parent Intellectual Property, constitute all Intellectual Property

Rights that are used in or necessary for the operation of the Parent Business as it is conducted immediately prior to the Distribution

Time; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation

of Intellectual Property Rights.

(b)

Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and excluding

those in the ordinary course and routine office actions and other similar ex parte proceedings with respect to pending applications

to register or issue Parent Intellectual Property that may be pending before the United States Patent and Trademark Office or its foreign

equivalents, as of the date hereof there are no Actions pending or, to the Knowledge of Parent, threatened in writing, that: (i) allege

the conduct of the Parent Business or the use or practice of the Parent Intellectual Property infringes, misappropriates or otherwise

violates, or has infringed, misappropriated or otherwise violated, any Person’s Intellectual Property Rights; or (ii) challenges

the validity, enforceability or ownership of any Parent Intellectual Property. Except as would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect, the conduct of the Parent Business, and the use or practice of the Parent Intellectual

Property does not, to the Knowledge of the Parent, infringe, misappropriate, or otherwise violate, and has not in the past six (6) years

with respect to Patents and the past three (3) years with respect to all other Intellectual Property Rights (excluding Patents), infringed,

misappropriated or otherwise violated any Person’s Intellectual Property Rights.

(c)

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

the Knowledge of Parent, no Person is infringing, misappropriating or otherwise violating, or has, in the past six (6) years with respect

to Patents and the past three (3) years with respect to all other Intellectual Property Rights (excluding Patents), infringed, misappropriated

or otherwise violated any Parent Intellectual Property; and (ii) as of the date hereof, no Action alleging any of the foregoing is pending,

or to the Knowledge of Parent, threatened in writing.

(d)

Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent and its Subsidiaries have

taken commercially reasonable measures to protect the confidentiality and value of all Trade Secrets included in the Parent Intellectual

Property; (ii) no Trade Secret included in the Parent Intellectual Property has been authorized to be disclosed or, to the Knowledge of

Parent, has actually been disclosed except to Persons subject to a valid, written agreement containing non-disclosure obligations restricting

the disclosure and use of such Trade Secrets; and (iii) Parent or its Subsidiaries have executed valid written Contracts with all current

and former employees, consultants and independent contractors of Parent and its Subsidiaries who contributed to the development or creation

of any Intellectual Property Rights material to the Parent Business for or on behalf of Parent or any of its Subsidiaries, pursuant to

which each such Person has (A) agreed to hold all confidential information and Trade Secrets included in such Intellectual Property Rights

in confidence both during and after such Person’s employment or retention and (B) agreed to assign (to the extent not already assigned

by operation of law) to Parent or one of its Subsidiaries all of such Person’s right, title and interest in and to all such Intellectual

Property Rights.

(e)

Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) neither

Parent nor any of its Subsidiaries has used Open Source Software in any manner that would, with respect to any proprietary Software, the

any third party of any portion of the source code of any such Parent Proprietary Software, (B) requires the licensing of Parent Proprietary

Software to any third party for the purpose of making derivative works or (C) imposes any restriction on the consideration to be

charged to any third party for the distribution of Parent Proprietary Software; and (ii) Parent and its Subsidiaries are in material compliance

with the terms and conditions of all relevant licenses for Open Source Software applicable to the Parent Proprietary Software.

(f)

Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the

date hereof, Parent and its Subsidiaries own or have a valid right to access and use the Parent IT Assets. Except as would not reasonably

be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Parent IT Assets do not, to the Knowledge

of Parent, 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 Parent IT Assets, except as disclosed in their documentation; or (B) enable or assist

any Person to access without authorization any such Parent IT Assets.

(g)          Except

as would not have, individually or in the aggregate, a Parent Material Adverse Effect, and other than pursuant to the Transaction

Documents, to the Knowledge of the Parent, neither the execution of this Agreement or the Transaction Documents nor the consummation

of the Transaction Process will (i) result in the loss or impairment of any rights of Parent or any of its Subsidiaries existing as

of the Distribution Time in any Intellectual Property Rights (including rights to own or use any of the Parent Intellectual

Property) or (ii) require Parent or any of its Subsidiaries to grant to any Person any right to any Parent Intellectual

Property.

Section 6.19

Environmental Matters. Except as would

not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(a)

Parent and its Subsidiaries (i) are, and during the past two (2) years Parent and its Subsidiaries have been, in compliance with

Environmental Laws, which compliance includes obtaining, maintaining, and complying with all Permits required under Environmental Laws

for the operation of the Parent Business, all of which Permits are in full force and effect, and (ii) have not received written notice

from any Governmental Authority or Person (or, to the Knowledge of Parent, oral notice) alleging any non-compliance with or Liability

under any Environmental Law or Permit required by Environmental Law by Parent or any of its Subsidiaries, the subject of which has not

been resolved;

(b)

no Actions or orders are pending or threatened in writing or, to the Knowledge of Parent, threatened orally against Parent or any

of its Subsidiaries either pursuant to any Environmental Law or arising from the Release or presence of or exposure to Hazardous Materials;

(c)

neither Parent nor any of the Parent Subsidiaries, nor to the Knowledge of Parent any other Person, has Released Hazardous Materials

at, on, upon, into or from any real property owned or leased by Parent or any of the Parent Subsidiaries or any other property in relation

to their respective businesses at concentrations or under conditions that would result in the Parent or any Parent Subsidiary incurring

Liability or a requirement for notification, investigation or remediation under Environmental Laws; and

(d)

neither Parent nor any Subsidiary has assumed by Contract any liabilities or obligations pursuant to Environmental Laws.

Section

6.20          Data Privacy.

(a)

Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent

and its Subsidiaries and, to the Knowledge of Parent, any Person acting for or on behalf of Parent or any of its Subsidiaries are in compliance

with all Parent Privacy Requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect, neither Parent nor any of its Subsidiaries have, as of the date hereof, received any written notice of any claims, investigations,

or regulatory inquiries alleging the violation of any Parent Privacy Requirements.

(b)          Except

as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its

Subsidiaries have implemented and maintained technical and organizational safeguards reasonably designed to protect the Parent IT

Assets and any Personal Information and Trade Secrets processed by or on behalf of Parent or any of its Subsidiaries against loss,

theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure. Except as would not reasonably be

expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there have been no breaches, security

incidents, misuses of or unauthorized access to or disclosure of any Parent IT Assets or any Personal Information or Trade Secrets

processed by or on behalf of Parent or any of its Subsidiaries.

Section 6.21

Brokers’ Fees. No broker, finder,

investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar commission, for which Parent,

Merger Subs or the SpinCo Entities would be liable in connection with the transactions contemplated by this Agreement based upon arrangements

made by Parent or any Parent Subsidiary.

Section 6.22

Proxy Statement; Registration Statements.

None of the information regarding Parent or any of the Parent Subsidiaries or the transactions contemplated by this Agreement or any Transaction

Document to be provided by Parent or any Parent Subsidiaries specifically for inclusion in, or incorporation by reference into, the Proxy

Statement, the Parent Registration Statement, the SpinCo Registration Statement or the Distribution Documents will, in the case of the

Proxy Statement and the Distribution Documents or any amendment or supplement thereto, at the time of the first mailing of the Proxy Statement

and the Distribution Documents and of any amendment or supplement thereto, or, in the case of the Parent Registration Statement and the

SpinCo Registration Statement, at the time such registration statement becomes effective, on the date of the Parent Stockholders Meeting,

at the Distribution Date and at the First Merger 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 Proxy Statement and the Parent 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 Parent with respect to information provided by the Company or SpinCo specifically for inclusion in, or incorporation by reference

into, the Proxy Statement or the Parent Registration Statement.

Section 6.23

Opinion of Parent Financial Advisors.

(a)

The Parent Board has received the opinion of Rothschild & Co US Inc. to the effect that, as of the date of such opinion, and

based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set

forth therein, the Merger Consideration to be paid by Parent pursuant to this Agreement is fair, from a financial point of view, to Parent.

A copy of such opinion has been delivered or made available to the Company promptly after delivery thereof.

(b)

The Parent Board has received the oral opinion of Citigroup Global Markets Inc. (to be subsequently confirmed by delivery of a

written opinion) to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures

followed, matters considered, and qualifications and limitations set forth therein, the ownership percentage of 65% represented by the

number of shares of Parent Common Stock to be issued in the First Merger to the holders of SpinCo Common Stock provided for pursuant to

this Agreement is fair, from a financial point of view, to Parent. A copy of such opinion has been delivered or made available to the

Company promptly after delivery thereof.

Section 6.24

Certain Board Findings. The Parent Board, at a meeting duly called and held, unanimously adopted resolutions (a) determining

that the terms of the Agreement and the transactions contemplated hereby, including the Parent Share Issuance and the Parent Charter

Amendment, are advisable and in the best interests of Parent, (b) approving the execution, delivery and performance of this Agreement

and the consummation of the transactions contemplated hereby, including the Mergers, the Parent Share Issuance and the Parent Charter

Amendment, (c) resolving to make the Parent Board Recommendation, subject to Section 7.4, and (d) directing that the Parent Share

Issuance and the Parent Charter Amendment be submitted to a vote at a meeting of Parent’s stockholders.

Section 6.25

Stockholder Approval Required. No

vote of the holders of any class of equity securities of Parent or any of its Subsidiaries is required for the execution and delivery

of this Agreement or any other Transaction Documents to which any of Parent or its Subsidiaries is to be a party, the performance by Parent

or any of its Subsidiaries of its obligations hereunder and thereunder, or to consummate the Mergers and the other transactions contemplated

hereunder and thereunder, except that the consummation of the Parent Share Issuance and the Parent Charter Amendment requires the Parent

Stockholder Approval and the consummation of the First Merger requires the Merger Sub Stockholder Approval, which will occur promptly

(and in any event within twenty-four (24) hours) after the execution of this Agreement.

Section 6.26

SpinCo Common Stock. Neither Parent

nor any of the Parent Subsidiaries owns or will own (directly or indirectly, beneficially or of record) on the Closing Date, nor is Parent

or any of the Parent Subsidiaries 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 6.27

No Stockholders Rights Plan; No Antitakeover

Law. As of the date hereof, other than as provided in the Organizational Documents of Parent, there is no stockholder rights

plan, “poison pill,” antitakeover plan or other similar device in effect, to which Parent or any of its Subsidiaries is a

party or otherwise bound. Assuming the accuracy of the representations contained in Section 5.25, as of the First Merger Effective

Time, there will be no stockholder rights plan, “poison pill,” antitakeover plan or other similar device in effect, to which

Parent or any of its Subsidiaries will be a party or otherwise be bound, other than any such plan or device that (x) contains an express

exception for this Agreement, the Mergers and the other transactions contemplated hereby and any acquisition of shares of Parent Common

Stock pursuant to the First Merger and (y) does not otherwise interfere with or adversely affect any of the transactions contemplated

hereby. Assuming the accuracy of the representations contained in Section 5.25, no “fair price,” “moratorium,”

“control share acquisition,” “business combination” or other similar antitakeover Law applicable to Parent or

Merger Subs applies to this Agreement, the Mergers or the other transactions contemplated hereby or thereby.

Section 6.28        Financing.

On or prior to the date of this Agreement, Parent has delivered to SpinCo and the Company a true, complete and fully executed copy

of the Debt Commitment Letter; provided that any fee letters related thereto may be redacted in a customary manner to remove

fee amounts, pricing caps, rates, ratios, basket amounts, time periods and other customary economic terms of the “market

flex” which redactions could not in any event affect the conditionality, enforceability, availability, or termination of the

Financing or otherwise reduce the amount of the Financing below the Required Amount. As of the date of this Agreement, (a) the Debt

Commitment Letter has not been amended, waived or modified in any respect and no such amendment, waiver or modification is

contemplated other than any amendment and restatement of, or joinder agreement to, the Debt Commitment Letter solely to add

additional Parent Lenders, arrangers, agents or entities with similar roles or titles, (b) to the Knowledge of Parent, the

respective commitments contained in the Debt Commitment Letter have not been withdrawn, terminated, modified or rescinded in any

respect and (c) the Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Parent, and,

to the Knowledge of Parent, each of the other parties thereto, enforceable against Parent, and to the Knowledge of Parent, each of

the other parties thereto in accordance with its terms (except insofar as such enforceability is subject to the Remedies Exception).

The Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision in or

related to the Debt Commitment Letter (including with respect to fees and original issue discount), together with all sources of

cash available to the Parent on the Closing Date will be sufficient for the satisfaction of all of Parent’s obligations under

this Agreement, the Separation and Distribution Agreement, the Asset Purchase Agreement and the Debt Commitment Letter, including

the payment of the SpinCo Asset Sale Payment, Internal Asset Sales Payment and SpinCo Note Amount, and any fees and expenses and

other amounts of or payable by Parent or any of Parent’s Affiliates contemplated by, or required in connection with the

transactions described in, this Agreement, the Separation and Distribution Agreement, the Asset Purchase Agreement or the Debt

Commitment Letter (such amounts, collectively, the “Required Amounts”). As of the date of this Agreement, except

for the Debt Commitment Letter, there are no side letters or other Contracts to which Parent or any of its Affiliates is a party

containing conditions precedent to or otherwise relating to the funding of the full amount of the Financing, other than as expressly

set forth in the Debt Commitment Letter delivered to SpinCo and the Company on or prior to the date of this Agreement. Parent has

paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or

before the date of this Agreement. As of the date of this Agreement, no event has occurred, which, with or without notice, lapse of

time or both, (i) would constitute a default or breach on the part of Parent, its Affiliates or, to the Knowledge of Parent, any

other party to the Debt Commitment Letter, under the Debt Commitment Letter, or (ii) to the Knowledge of Parent, would result in any

portion of the Financing being unavailable or delayed. In no event shall the receipt or availability of any funds or financing

(including the Financing) by Parent or any of its Affiliates or any other financing or other transactions be a condition to any of

Parent, Merger Sub I or Merger Sub II’s obligations under this Agreement.

Section 6.29        No

Other Representations and Warranties. Except as expressly set forth in Article IV and Article V or in any

Transaction Document, (a) each of Parent, Merger Sub I and Merger Sub II acknowledges and agrees that neither the Company, DutchCo

nor any of their 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, DutchCo or any of their Affiliates (including the SpinCo

Entities), or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects,

and (b) each of Parent, Merger Sub I and Merger Sub II 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 Parent, Merger Sub I, Merger

Sub II or any of its 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, each of Parent, Merger Sub I and Merger Sub II

acknowledges and agrees that no representations or warranties are made with respect to any projections, forecasts, estimates or

budgets with respect to the Company, DutchCo, SpinCo, any of the SpinCo Entities or the SpinCo Business that may have been made

available, in the SpinCo Datasite or otherwise, to Parent, Merger Subs or any of their 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 Parent, Merger Subs or any of their 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, other than those 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 Parent, Merger Subs or any of their respective Affiliates or Representatives) or management presentations

that have been or shall hereafter be provided to Parent, Merger Subs or any of their respective Affiliates or Representatives are

not and will not be deemed to be representations or warranties of the Company, DutchCo or SpinCo, and no representation or warranty

is made as to the accuracy or completeness of any of the foregoing except as expressly set forth in Article IV or Article

V of this Agreement or in any Transaction Document. In entering into this Agreement, Parent and Merger Subs acknowledge and

agree that they have relied solely upon their own investigation and analysis, and Parent and Merger Subs acknowledge and agree, to

the fullest extent permitted by Law, that the Company, DutchCo, the SpinCo Entities and their Affiliates and their respective

Representatives shall not have any Liability or responsibility whatsoever to Parent 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 Parent or its Subsidiaries or any of

their respective Representatives, including in respect of the specific representations and warranties 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 by Parent and Merger Subs Pending the First Merger. From the date hereof and prior to the First Merger Effective Time (or

the earlier termination of this Agreement) (the “Interim Period”), except as (i) required or otherwise contemplated

by this Agreement (including as set forth in Section 7.1 of the Parent Disclosure Schedule) or the Transaction Documents, including the

Separation Step Plan, (ii) as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or

delayed) or (iii) as required by applicable Law, Parent shall use reasonable best efforts to, and to cause each of its Subsidiaries to,

conduct its and their operations in the ordinary course of business in all material respects. Without limiting the generality of the foregoing,

during the Interim Period, except as (i) required or otherwise contemplated by this Agreement (including as set forth in Section 7.1

of the Parent Disclosure Schedule) or the Transaction Documents, including the Separation Step Plan, (ii) as consented to by the Company

in writing (which consent shall not be unreasonably withheld, conditioned or delayed or denied, other than with respect to subsection

(b), with respect to which consent may be withheld at the Company’s sole discretion) or (iii) as required by applicable Law,

Parent shall not, and shall cause its Subsidiaries not to:

(a)

amend, modify, restate, waive, rescind or otherwise change the Organizational Documents of (x) Parent (other than the Parent Charter

Amendment), or (y) any of Parent’s Subsidiaries (other than any such changes to the Organizational Documents of Parent’s Subsidiaries

that would not prevent or materially impair or materially delay Parent’s ability to comply with its obligations hereunder and under

the Separation and Distribution Agreement, or to consummate the transactions contemplated hereby or thereby);

(b)

(i) declare, set aside or pay any dividends on or make other distributions in respect of any of its Interests (whether in cash,

securities or property), except for (A) the declaration and payment of dividends or distributions paid on or with respect to a class of

Interests of any Subsidiary that is wholly owned directly or indirectly by Parent and (B) regular quarterly dividends in an aggregate

amount per year not to exceed 10% of the aggregate amount of dividends paid by Parent in the previous fiscal year (assuming equal dividends

in all four quarters of such year), payable in material accordance with past practice (including with respect to the timing of the applicable

record date and payment date), (ii) split, combine, subdivide, reduce or reclassify any of its Interests (except with respect to any direct

or indirect wholly owned Subsidiary of Parent that remains a direct or indirect wholly owned Subsidiary of Parent immediately thereafter),

or (iii) redeem, repurchase or otherwise acquire any of its Interests (including any securities convertible or exchangeable into such

Interests), except (A) acquisitions of Parent Common Stock from holders of Parent LTI Awards in satisfaction of withholding obligations

or in payment of the exercise price in accordance with the terms thereof or in connection with the forfeiture of any Parent LTI Awards

or other rights granted under the Parent Stock Plan, in each case, in the ordinary course of business, and (B) to offset employee equity

issuances;

(c)

issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of or any other Interests in Parent or

any of its Subsidiaries or any Parent Voting Debt, or securities convertible into, or exchangeable or exercisable for, any shares of such

capital stock or other Interests, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or

other Interests or such convertible or exchangeable securities, or any other ownership interest (including any such interest represented

by Contract right), or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance

rights, in each case, of Parent or any of its Subsidiaries, other than (i) the issuance of Parent Common Stock upon the exercise and settlement

of Parent LTI Awards in accordance with their terms, (ii) the issuance of any Parent LTI Awards required by the terms of any Parent Benefit

Plan outstanding as of the date hereof or entered into as permitted by Section 7.1(g); (iii) the issuance by Parent of annual equity

awards in the ordinary course of business, with reasonable annual increases in target long-term incentive opportunities consistent with

past practice; or (iv) the issuance by a wholly owned Subsidiary of Parent of its capital stock or other Interests to Parent or another

wholly owned Subsidiary of Parent;

(d)

merge, combine or consolidate (pursuant to a plan of merger or otherwise) Parent or any of its Subsidiaries with any Person or

adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring,

recapitalization or other reorganization of Parent or any of its Subsidiaries;

(e)

acquire (including by merger, consolidation, or acquisition of shares or assets) any interest in any Person or any assets of any

third party, in each case with a value in excess of $100,000,000, individually, or $200,000,000, in the aggregate, other than, in each

case, in the ordinary course of business or pursuant to the Contracts set forth on Section 7.1(e) of the Parent Disclosure Schedule;

(f)

except in the ordinary course of business, (A) materially adversely modify or voluntarily terminate (excluding any expiration in

accordance with its terms) any Contracts material to Parent (including any Parent Material Contract); or (B) enter into any Contract that

if entered into prior to the date hereof would be a Parent Material Contract;

(g)

adopt, enter into, amend or alter in any material respect or terminate any material Parent Benefit Plan or grant or agree to grant

any material increase in the wages, salary, bonus or other compensation, remuneration or benefits of any employee of Parent or any of

its Affiliates, in each case except for such actions, changes or other matters: (A) taken or otherwise arising in the ordinary course

of business (including ordinary course periodic increases in compensation and benefits and year-end and other ordinary course bonuses

and other cash and non-cash incentive awards); (B) as required under, any existing Parent Benefit Plan or any existing employment agreement

or other Contract; or (C) solely with respect to employees of Parent who are compensated on an hourly basis, to address market conditions;

(h)

except as required or permitted by GAAP, make any material change to any financial accounting principles, methods or practices;

(i)

(i) make (other than in the ordinary course), change or revoke any material Tax election, (ii) adopt or change any Tax accounting

period or material method of Tax accounting, (iii) settle, compromise or abandon any material Tax liability, (iv) enter into any “closing

agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law), (v) knowingly

surrender any right to claim a material refund of Taxes or (vi) request any material ruling from any Governmental Authority with respect

to Taxes, in each case of the foregoing clauses (i) through (vi), other than as would not be reasonably expected to have a material and

adverse impact on Parent or the Parent Subsidiaries, taken as a whole, for any taxable period (or portion thereof) beginning after the

First Merger Effective Time; or

(j)

authorize or enter into any Contract to do any of the foregoing or otherwise make any commitment to do any of the foregoing.

Section 7.2           Conduct

of Business by SpinCo Pending the First Merger. During the Interim Period (solely with respect to the SpinCo Entities or

the SpinCo Business, and excluding the Excluded Assets and the Excluded Liabilities), except as (i) required or otherwise

contemplated by this Agreement (including as set forth in Section 7.2 of the SpinCo Disclosure Schedule), the Separation or

the Transaction Documents, including the Separation Step Plan, (ii) as consented to by Parent in writing (which consent shall not be

unreasonably withheld, conditioned or delayed) or (iii) as required by applicable Law, the Company and the SpinCo Entities shall use

reasonable best efforts to, and to cause their respective Subsidiaries (including the SpinCo Entities), to (w) conduct the SpinCo

Business in the ordinary course of business in all material respects, (x) manage the SpinCo Business’s working capital and

maintain the SpinCo Business Records with a degree of care consistent with past practice, (y) maintain their respective relations

and goodwill with all material suppliers, material customers and other material commercial counterparties and Governmental

Authorities (in each case, to the extent related to the SpinCo Entities or the SpinCo Business, and except to the extent related to

the Excluded Assets and the Excluded Liabilities) and (z) operate the SpinCo Business substantially in accordance with the budget

set forth in Section 7.2(q) of the SpinCo Disclosure Schedule (the “SpinCo Budget”). Without limiting the

generality of Section 7.2(a), during the Interim Period (solely with respect to the SpinCo Entities or the SpinCo Business,

and excluding the Excluded Assets and the Excluded Liabilities), except as (i) required or contemplated by this Agreement (including

as set forth in Section 7.2 of the SpinCo Disclosure Schedule), the Separation or the Transaction Documents, including the

Separation Step Plan, (ii) as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or

delayed, other than with respect to subsection (b) or (c), with respect to which consent may be withheld at

Parent’s sole discretion) or (iii) as required by applicable Law or, the Company and SpinCo shall not, and each shall cause

its respective Subsidiaries not to (in each case to the extent related to the SpinCo Entities or the SpinCo Business, and except to

the extent related to the Excluded Assets and the Excluded Liabilities):

(a)

amend, modify, restate, waive, rescind or otherwise change the Organizational Documents of any of the SpinCo Entities, other than

an amendment to the certificate of incorporation of SpinCo to increase the number of authorized or outstanding shares of SpinCo Common

Stock in connection with the Distribution in accordance with this Agreement and the Transaction Documents;

(b)

(i) declare, set aside or pay any dividends on or make other distributions in respect of any of the Interests of any of the SpinCo

Entities (whether in cash, securities or property), except for the declaration and payment of cash dividends or distributions paid on

or with respect to a class of Interests of any SpinCo Entity that is wholly owned directly or indirectly by SpinCo, (ii) split, combine,

subdivide, reduce, or reclassify any of the Interests of any of the SpinCo Entities or issue or authorize or propose the issuance of any

other securities in respect of, in lieu of, or in substitution for, Interests of the SpinCo Entities or (iii) redeem, repurchase or otherwise

acquire, or permit any Subsidiary to redeem, repurchase or otherwise acquire, any Interests (including any securities convertible or exchangeable

into such Interests) of any of the SpinCo Entities;

sell, pledge, dispose of, grant, transfer or encumber, any shares of capital stock of, any other Interests in, or any SpinCo Voting

Debt of, any of the SpinCo Entities of any class, or securities convertible into, or exchangeable or exercisable for, any shares of

such capital stock or other Interests in any of the SpinCo Entities, or any options, warrants or other rights of any kind to acquire

any shares of capital stock or other Interests or such convertible or exchangeable securities, or any other ownership interest

(including any such interest represented by Contract right), or any “phantom” stock, “phantom” stock rights,

stock appreciation rights or stock-based performance rights, in each case, of the SpinCo Entities, other than the issuance by a

SpinCo Entity that is a wholly owned Subsidiary of SpinCo of its capital stock or other Interests to SpinCo or another wholly owned

Subsidiary of SpinCo;

(d)

except (i) with respect to obsolete assets, and (ii) for the dispositions of Inventory in the ordinary course of business consistent

with past practice, sell, assign, transfer, convey, lease, mortgage, pledge or permit any Lien on (other than Permitted Liens) or otherwise

dispose of any businesses or material SpinCo Business Assets;

(e)

fail to renew, abandon, cancel, surrender, rescind, allow to enter into the public domain, let lapse (other than lapse of SpinCo

Intellectual Property at the end of its final non-extendible statutory term) or fail to continue to prosecute or defend any material SpinCo

Intellectual Property or encumber, license (including through covenants not to assert), sell, transfer or otherwise dispose of any SpinCo

Intellectual Property (other than (i) non-exclusive licenses or grants of rights to Intellectual Property Rights to third parties (other

than the Company Group), or non-exclusive licences that are ancillary to commercial agreements or that are incidental to the performance

of and not a principal purpose of the applicable agreement, (ii) non-exclusive licenses to commercially available, off-the-shelf,

non-customized Software pursuant to standard terms and conditions, and (iii) non-exclusive licenses to access and use Intellectual

Property Rights to provide or receive services under Software as a service agreements or related services agreements, in each case of

clauses (i) through (iii), in the ordinary course of business consistent with past practice);

(f)

fail to maintain the confidentiality of any material Trade Secrets included in the SpinCo Intellectual Property, except those contained

in any materials filed with the United States Patent and Trademark Office or its foreign equivalents in respect to a Patent application

or similar Intellectual Property Right;

(g)

modify any public-facing privacy policy or notice applicable to the SpinCo Business in a manner that would reasonably be expected

to materially restrict the ability of Parent or its Subsidiaries (or the SpinCo Entities) to process Personal Information currently processed

by the Company, its Subsidiaries or the SpinCo Entities in connection with the SpinCo Business (beyond the restrictions currently contained

in such privacy policy or notice), except to the extent required to comply with Privacy Laws or because of Company Group related policy

changes that do no impact the SpinCo Business as distinct from the rest of the Company Group;

(h)

merge, combine or consolidate (pursuant to a plan of merger or otherwise) any of the SpinCo Entities with any Person or 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;

(i)

acquire (including by merger, consolidation, or acquisition of shares or assets) (i) any interest in any Person or (ii) any assets

of any third party which assets have a value in excess of $100,000,000, individually, or $200,000,000, in the aggregate, other than, in

each case, which acquisition does not materially prejudice the ability to obtain any Requisite Regulatory Approval;

(j)

repurchase, repay, prepay, refinance or incur any indebtedness for borrowed money, issue any debt securities, engage in any securitization

transactions or similar arrangements or 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, except (i) the Financing and Permanent Financing,

(ii) intercompany indebtedness among SpinCo and its wholly owned Subsidiaries or among any such wholly owned Subsidiaries, (iii) intercompany

indebtedness among SpinCo and its Subsidiaries and the Company and its Subsidiaries (other than SpinCo and its Subsidiaries) pursuant

to intercompany funding mechanics, or (iv) additional indebtedness for borrowed money not to exceed $25,000,000 in aggregate principal

amount outstanding, solely to the extent such indebtedness is either paid off and all related obligations thereto released prior to the

Cut-Off Time or included in SpinCo Indebtedness;

(k)

make any loans, capital contributions or investments in, or advances of money to, any Person (other than the SpinCo Entities),

in each case, except for advances to employees or officers of any SpinCo Entity for expenses incurred in the ordinary course of business

and in accordance with the Company’s and its Subsidiaries’ policies in respect thereof and in effect as of the date hereof;

(l)

other than in the ordinary course of business, (A) amend or modify in any material respect (excluding extensions in the ordinary

course of business), terminate (excluding any expiration in accordance with its terms), or waive any material right, benefit or remedy

under, any SpinCo Material Contract or (B) enter into any Contract that if entered into prior to the date hereof would be required to

be listed on Section 5.7, Section 5.15(a) or Section 5.21 of the SpinCo Disclosure Schedule;

(m)

(i) (A) establish, adopt, enter into, amend, terminate or alter in any material respect or materially increase the payments to,

coverage of or benefits under, any Company Benefit Plan in respect of any SpinCo Employee or any material SpinCo Benefit Plan or (B)

other than in the ordinary course of business consistent with past practice, establish, adopt, enter into, amend, terminate or alter

in any material respect any employment agreement with any SpinCo Employee at or above the level of WL4 or any employment agreement with

any SpinCo Employee below the level of WL4 that provides for any change-in-control, severance, termination, retention or similar payments

or benefits; (ii) grant or agree to grant any material increase in the wages, salary, bonus or other compensation, remuneration or benefits

of any SpinCo Employee; (iii) grant or provide, or commit to grant or provide, any change-in-control, severance, termination, retention

or similar payments or benefits to any SpinCo Employee, other than pursuant to contractual provisions providing for an entitlement to

severance or termination benefits not in connection with a change in control solely to the extent consistent with market practice in

the applicable jurisdiction and the Company Group’s past practice with respect to terms, amounts and eligibility; (iv) other than

to fill a vacant role on terms of employment and levels of compensation consistent with the terms of employment and levels of compensation

as the departed employee or similarly situated employees, hire or promote, or make an offer to hire or promote, any officer, employee

or individual independent contractor of SpinCo or the SpinCo Business at or above the level of WL4; (v) terminate (except for cause,

as reasonably determined by the Company in good faith, or by mutual agreement) the employment of any SpinCo Employee at or above the

level of WL4; (vi) take any action to accelerate the time of payment or vesting of, the lapsing of restrictions or waiving of performance

conditions with respect to, or fund or otherwise secure the payment of, any compensation or benefits of any employee who is expected

to be a SpinCo Employee, director or other individual service provider; (vii) alter, modify, or reassign the duties or responsibilities

of any employee of a member of the Company Group who is identified on the SpinCo Employee Material Jurisdiction Employee List or the

SpinCo Employee Non-Material Jurisdiction Employees List (as each is defined in the Employee Matters Agreement) and who devotes at least

fifty percent (50%) of such employee’s working time to the SpinCo Business with the intent or primary purpose of causing such employee

to devote less than fifty percent (50%) of their working time to the SpinCo Business and cease to qualify as a “SpinCo Employee”

for purposes of this Agreement or the Employee Matters Agreement; or (viii) with respect to employees expected to be SpinCo Employees,

grant any new equity or equity-based awards (other than grants of annual equity awards in the ordinary course of business consistent

with past practice and on terms and levels consistent with past practice and as apply to similarly situated employees of the Company

Group), or amend or modify the terms of any outstanding equity or equity-based awards, under any Company Benefit Plan, SpinCo Benefit

Plan or SpinCo CBA (as may be renegotiated during the Interim Period); provided that the foregoing clauses shall not restrict

(A) any actions, changes or other matters contemplated by clauses (i) and (ii) to the extent required by any existing Company Benefit

Plan or SpinCo Benefit Plan or pursuant to any new Company Benefit Plan or amendment to an existing Company Benefit Plan to the extent

applicable generally to employees of Company and its Subsidiaries (and not just of SpinCo); (B) (x) market or merit-based or promotion-related

increases in compensation and benefits and (y) annual or other periodic bonuses that are, in each case, made in the ordinary course of

business consistent with past practice and on terms and levels consistent with past practice; (C) any such actions, changes or other

matters mandated by a Collective Bargaining Agreement or other collective bargaining with national, industry or sector application; (D)

as required by applicable Law; or (E) any such actions, changes or other matters contemplated by the foregoing clauses to the extent

any associated cost is borne solely by the Company and/or its Affiliates (other than any SpinCo Entity), it being understood and agreed

that actions taken pursuant to this Section 7.2(m)(viii)(E) shall not result in any cost, expense or Liability to SpinCo or the

SpinCo Group (as defined in the Employee Matters Agreement) or Parent and its Subsidiaries (including, following the Closing, the SpinCo

Group), including for purposes of the Employee Matters Agreement, or be taken into account for purposes of determining the obligations

of Parent and SpinCo under Article X of the Employee Matters Agreement.

(n)

except as required or permitted by IFRS, make any material change to any financial accounting principles, methods or practices

of any SpinCo Entity or with respect to the SpinCo Business;

(o)

other than any Action or investigation with respect to Taxes (which shall be governed by Section 7.2(p)), compromise, settle

or agree to compromise or settle, or waive any material defense or right in connection with, any Action or investigation (including Transaction

Litigation) other than compromises, settlements or agreements (other than with respect to any Transaction Litigation) in the ordinary

course of business that involve only the payment of monetary damages not in excess of $1,000,000, individually, or $2,000,000, in the

aggregate, in each case, without the imposition of equitable relief on, or the admission of wrongdoing by, the SpinCo Entities or the

deferral of payment until after the Distribution Date;

(p)          (i)

make (other than in the ordinary course), change or revoke any material Tax election, (ii) adopt or change any Tax accounting period

or material method of Tax accounting, (iii) settle, compromise or abandon any material Tax liability, (iv) enter into any

“closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S.

Law), (v) knowingly surrender any right to claim a material refund of Taxes or (vi) request any material ruling from any

Governmental Authority with respect to Taxes (other than, for the avoidance of doubt, any rulings contemplated by this Agreement),

in each case of the foregoing clauses (i) through (vi), other than as would not be reasonably expected to have a material and

adverse impact on the SpinCo Entities or the SpinCo Business, taken as a whole, for any taxable period (or portion thereof)

beginning after the First Merger Effective Time;

(q)

make or commit to make any capital expenditures in excess of 110% of the capital expenditures set forth on the SpinCo Budget;

(r)

enter or agree to enter into any Collective Bargaining Agreement or other similar Contract with a labor union, works’ council,

employee representative body or labor organization that would constitute a SpinCo CBA, or make any commitment, representation, promise

or offer to any of the foregoing, in each case, that impose an obligation or Liability on Parent or any of its Subsidiaries (including

the SpinCo Entities following the Closing) that is material to the SpinCo Business and disproportionately impacts SpinCo Employees or

the SpinCo Business or that otherwise applies solely to SpinCo Employees;

(s)

enter into any Contract (other than the Intellectual Property SpinCo Agreements) that by its terms would impose any material restrictions

on the operation of the Parent Business (other than the SpinCo Business or in respect of the SpinCo Intellectual Property) or that would

require or obligate Parent or any of its Subsidiaries (other than the SpinCo Entities) to license any Intellectual Property Rights (other

than SpinCo Intellectual Property) to any Person, in each case, as a result of Parent or any of its Subsidiaries being an affiliate of

a SpinCo Entity following the Closing, and where the failure of Parent or any such Subsidiary to comply with such restrictions or to license

such Intellectual Property Rights would result in a breach of such Contract by the SpinCo Entity;

(t)

enter into any Contract for the purchase of real property or any lease (as lessee) of real property related to any leased property

providing for annual payments in excess of $25,000,000 other than any renewal or extension of a real property lease in the ordinary course

of business and on substantially similar terms to the existing lease or terms no less favorable in the aggregate to the SpinCo Business

than those in the existing lease;

(u)

(i) grant any material refunds, discounts, credits, rebates or allowances to customers, or (ii) take actions to delay accounts

payable or accelerate accounts receivable in any material respect, in each case, other than in the ordinary course of business consistent

with past practice; or

(v)

authorize or enter into any Contract to do any of the foregoing or otherwise agree or make any commitment to do any of the foregoing.

Section 7.3

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 Second Merger Effective Time, each Party shall use

its reasonable best efforts to ensure that (i) each Internal Distribution and the Distribution will qualify as a generally tax-free

distribution for purposes of Section 368(a)(1)(D) and/or Section 355(a) of the Code; (ii)  all of the stock distributed

pursuant to each Internal Distribution is “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of

the Code (and Section 355(e) of the Code does not apply to cause any such stock distributed pursuant to an Internal Distribution to

be treated as other than “qualified property”) and (iii) the Mergers, taken together, will qualify as a

“reorganization” within the meaning of Section 368(a) of the Code (clauses (i) through (iii), the “Tax-Free

Status”) and shall not 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 Second Merger Effective

Time, none of the Company, Parent or any of their respective Affiliates shall 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. Notwithstanding anything in this Section 7.3(a) to the contrary, this Section 7.3(a) shall not apply if the

Company has made the U.S. Asset Sale Election.

(b)

Provided that the Company has not made the U.S. Asset Sale Election, each of the Company, SpinCo and Parent shall cooperate with

one another and shall use its reasonable best efforts to cause the Company to obtain the Closing Tax Opinions.

(c)

The Company and SpinCo, on the one hand, and Parent, 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 effectiveness

of the Parent Registration Statement and shall each use its respective reasonable best efforts to cause such opinions to be timely filed,

including by causing officers to make representations in form and substance reasonably satisfactory to external counsel rendering such

opinions.

(d)

The Company will promptly notify Parent if, before the First Merger Effective Time, it knows or has reason to believe that the

Company is not reasonably expected to be able to obtain (i) the Merger Tax Opinion, or (ii) if the Company has made the 100% Distribution

Election and has not made the U.S. Asset Sale Election, the Distribution Tax Opinion.

(e)          The

Company may determine, in its sole discretion, whether to submit an IRS Ruling Request, and if the Company determines to submit an

IRS Ruling Request, the Company shall submit such IRS Ruling Request no later than one-hundred and eighty 180 days after the date

hereof and shall submit to the IRS any supplemental materials relating thereto that the Company determines are necessary or

appropriate to obtain the requested rulings under such 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 or to remove

requests for rulings with respect to which the IRS indicates an unwillingness to rule (each, an “IRS

Submission”). Any IRS Ruling Request and any IRS Submissions shall be prepared by the Company, subject to the terms of

this Section 7.3(e). The Company shall have control over the process for submitting and prosecuting the IRS Ruling Request or

such additional rulings from the IRS as the Company may determine are necessary or appropriate. From and after the date of this

Agreement and until the First Merger Effective Time, unless a U.S. Asset Sale Election has been made, each Party agrees to use its

reasonable best efforts to facilitate receipt by the Company of any IRS Ruling prior to the deadline for making a U.S. Asset Sale

Election or 100% Distribution Election, if requested (and any additional rulings from the IRS that the Company in consultation with

Parent may determine are necessary or appropriate), including providing such appropriate information as the IRS shall require in

connection with any IRS Ruling Request or any IRS Submission. In connection with any IRS Ruling Request, the Company will provide

Parent with a reasonable opportunity to review and comment upon each material IRS Submission filed with the IRS after the date of

this Agreement prior to filing such IRS Submission with the IRS and the Company shall, in good faith, consider any comments provided

by Parent on each such material IRS Submission; provided that the Company may redact from any such IRS Submission any

information (“Redactable Information”) that (x) the Company, in its good faith judgment, considers to be

confidential and not germane to Parent’s or SpinCo’s obligations under this Agreement or any of the other Transaction

Documents and (y) is not a part of any other publicly available information, including any non-confidential filing. No material IRS

Submission shall be submitted to the IRS after the date of this Agreement unless, prior to such submission, Parent shall have agreed

(which agreement shall not be unreasonably withheld, conditioned or delayed) as to the contents of such material IRS Submission, to

the extent that such contents include statements or representations that Parent reasonably and in good faith determines will have a

material adverse impact on Parent or any of its Affiliates (including any SpinCo Entity for periods after the First Merger Effective

Time). The Company shall provide Parent with copies of each IRS Submission filed with the IRS after the date of this Agreement as

filed with the IRS promptly following the filing thereof; provided that the Company may redact any Redactable Information

from such IRS Submissions.

(f)

Schedule 7.3(f) of the SpinCo Disclosure Schedule shall govern certain additional Tax matters.

(g)

If the Company reasonably determines that the transactions contemplated by this Agreement or any other Transaction Documents (other

than the Asset Purchase Agreement or any step in the Reorganization that is intended to be taxable) 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 of any IRS Ruling, or (y) allow the Parties 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, (A) alter or change the Non-Voting Stock

Exchange Ratio or the Voting Stock Exchange Ratio, the nature or mix 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 Business Assets, the SpinCo Entities or

SpinCo Liabilities to be acquired (or assumed) by Parent in connection with the Transactions, (B) materially impede or materially delay

the consummation of the transactions contemplated by this Agreement, (C) materially increase any unreimbursed cost of any Party associated

with the transactions contemplated by the Transaction Documents (without the consent of the applicable Party), (D) commit Parent

or any of its Affiliates (including any SpinCo Entity for periods after the First Merger Effective Time) to any conditions, agreements

or requirements more onerous to Parent or any of its Affiliates (including any SpinCo Entity for periods after the First Merger Effective

Time) than as set forth on Schedule 7.3(f) or (E) decrease the amount of any Retained Shares (without the consent of the Company

in its sole discretion).

(h)

Notwithstanding anything to the contrary in Section 7.3(g), the Company may elect in its sole discretion to change the

method or structure of effecting the transactions contemplated by the Transaction Documents (including the Reorganization) so as to sell

all or substantially all of the SpinCo Business operated in the United States in a transaction that is taxable for U.S. federal income

tax purposes (such election, the “U.S. Asset Sale Election”). If the Company elects to submit an IRS Ruling Request

and such IRS Ruling Request requests confirmation that the retention by the Company of Retained Shares does not adversely impact the tax-free

nature of any Internal Distribution or the Distribution, and the Company reasonably determines that it will not be able to obtain such

confirmation reasonably in advance of the deadline for making a U.S. Asset Sale Election or a 100% Distribution Election or on the basis

of customary representations and subject to customary conditions, then the Company may either make the U.S. Asset Sale Election or elect

to cause DutchCo to distribute one hundred percent (100%) of the Distribution Shares in the DutchCo Distribution (the “100% Distribution

Election”). In addition, the Company may make a 100% Distribution Election if it reasonably determines, in consultation with

Parent, that making such election is necessary to avoid the application of Section 355(e) of the Code with respect to any Internal Distribution

or the Distribution. The Company shall notify Parent in writing, no later than ninety (90) days prior to the anticipated Closing Date,

of any U.S. Asset Sale Election or 100% Distribution Election. For the avoidance of doubt, the Company may not make a 100% Distribution

Election unless (i) it reasonably determines that it will be unable to obtain a requested IRS Ruling confirming that the retention by

the Company of Retained Shares does not adversely impact the tax-free nature of the Distribution or any Internal Distribution or (ii)

it reasonably determines, in consultation with Parent, that making such election is necessary to avoid the application of Section 355(e)

of the Code with respect to any Internal Distribution or the Distribution. Any asset sale pursuant to the U.S. Asset Sale Election shall

be made either in exchange for (i) cash consideration, (ii) Parent Common Stock, or (iii) a combination of cash consideration and Parent

Common Stock; provided, that, (x) any such cash consideration shall be included in the determination of the SpinCo Asset Sale Payment

and shall be subject to the limitation contained in Section 7.23(b) regarding the sum of the SpinCo Asset Sale Payment, the Internal

Asset Sales Payments and the SpinCo Note Amount, and (y) any such Parent Common Stock, when aggregated with any shares of Parent Common

Stock received in the First Merger in exchange for Retained Shares, shall not exceed the number of shares of Parent Common Stock that

would have been held by DutchCo immediately following the First Merger Effective Time had neither a U.S. Asset Sale Election nor a 100%

Distribution Election been made. In the event the Company elects to receive Parent Common Stock, the Company shall receive a number of

shares of Parent Common Stock (in the same proportion of Parent Voting Common Stock and Parent Non-Voting Common Stock as the Merger Consideration)

having an aggregate fair market value equal to the value of the portion of the SpinCo Business transferred pursuant to the U.S. Asset

Sale Election, as reasonably agreed upon by Parent and the Company; provided, that, the New Issuance Amount shall be reduced by

the number of shares of Parent Common Stock issued to the Company or any of its Subsidiaries pursuant to the U.S. Asset Sale Election.

In the event that the Parties reasonably, and in good faith, agree to an alternative structure pursuant to this Section 7.3(h)

or in the event of the U.S. Asset Sale Election or the 100% Distribution Election, the Parties shall, as soon as practicable thereafter,

modify the relevant provisions of this Agreement and the other 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.

Section 7.4

Preparation of the Registration Statements and Prospectus; Parent Stockholders Meeting.

(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: (i) Parent, the Company and SpinCo shall jointly prepare and Parent shall file with

the SEC the Parent Registration Statement; (ii) Parent, the Company and SpinCo shall jointly prepare and SpinCo shall file with the SEC

the SpinCo Registration Statement; and (iii) Parent, the Company and SpinCo shall jointly prepare and Parent shall file with the SEC the

Proxy Statement (which Proxy Statement may form a part of the Parent Registration Statement).

(b)

Each of Parent, the Company and SpinCo shall use its reasonable best efforts to have the Parent Registration Statement and 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 Parent Registration Statement and the SpinCo Registration Statement, each of Parent,

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 Parent 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

shareholders pursuant to applicable Law. No filing of, or amendment or supplement to, the Parent Registration Statement or the Proxy Statement

will be made by Parent without providing the Company and SpinCo with a reasonable opportunity to review and comment thereon (and such

comments shall be reasonably considered by Parent in good faith). No filing of, or amendment or supplement to, the SpinCo Registration

Statement will be made by the Company or SpinCo without providing Parent 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.

at any time prior to the First Merger Effective Time, any information relating to Parent, the Company or SpinCo, or any of their

respective Affiliates, directors or officers, should be discovered by Parent, the Company or SpinCo which should be set forth in an

amendment or supplement to the Parent Registration Statement, the Proxy Statement or the SpinCo Registration Statement, so that any

such document would not include any untrue or false statement or 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 false or 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

stockholders of Parent or the Company, as applicable. Each Party shall notify the other Party promptly of the time when the Parent

Registration Statement or the SpinCo Registration Statement has become effective and of the issuance of any stop order or suspension

of the qualification of the shares of Parent Common Stock issuable pursuant to the First Merger or 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 Parent Registration Statement, the Proxy Statement or 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 their respective counsel.

(d)

Parent Stockholders Meeting.

(i)

Subject in all respects to Section 7.4(d)(iii), Parent shall call, give notice of, convene and hold a meeting of its stockholders

(the “Parent Stockholders Meeting”) as promptly as reasonably practicable following the date on which the Parent Registration

Statement is declared effective, for the purpose of obtaining the Parent Stockholder Approval (and no other matters, except for a proposal

to adjourn the meeting to solicit additional proxies to obtain the Parent Stockholder Approval, if necessary, and any other proposal required

by applicable Law, shall be considered or voted upon at the Parent Stockholders Meeting without the Company’s prior written consent);

provided, however, that, subject to the requirements of any applicable Law, Parent may, and in the case of clause (C) on

up to two (2) occasions upon the reasonable request of the Company (and for no more than ten (10) Business Days each) shall, postpone

or adjourn the Parent Stockholders Meeting (A) if a quorum has not been established; (B) after consultation with the Company, to allow

reasonable additional time for the filing and mailing of any supplement or amendment to the Proxy Statement as may be required under applicable

Law and for such supplement or amendment to be disseminated and reviewed by Parent’s stockholders sufficiently in advance of the

Parent Stockholders Meeting; (C) to allow reasonable additional time to solicit additional proxies, if and to the extent the requisite

Parent Stockholder Approval would not otherwise be obtained; (D) if otherwise required by applicable Law; or (E) with the prior written

consent of the Company; provided, however, that, unless otherwise agreed to by the Company, the Parent Stockholders Meeting

shall not be postponed or adjourned under clauses (A) through (C) for more than fifteen (15) Business Days in total without the written

consent of the Company. Parent shall advise the Company upon request on a daily basis during each of the last five (5) Business Days prior

to the date of the Parent Stockholders Meeting as to the aggregate tally of proxies received by Parent with respect to the Parent Stockholder

Approval and at additional times upon the reasonable request of the Company.

(ii)           Parent

shall include the Parent Board Recommendation in the Proxy Statement (subject to Section 7.9) and use its reasonable best

efforts to (A) solicit from its stockholders proxies in favor of the approval of the proposals required under the Parent Stockholder

Approval, and (B) take all other action necessary or advisable to secure the Parent Stockholder Approval. Except as expressly

permitted in Section 7.9(c), neither the Parent Board nor any committee thereof shall effect a Parent Adverse Recommendation

Change.

(iii)

Notwithstanding anything to the contrary herein, including any Parent Adverse Recommendation Change, unless this Agreement is terminated

in accordance with its terms, the obligations of the Parties under this Section 7.4 shall continue in full force and effect. Without

limiting the generality of the foregoing, unless this Agreement is terminated in accordance with its terms, the proposals required under

the Parent Stockholder Approval shall be submitted to the stockholders of Parent for approval at the Parent Stockholders Meeting whether

or not (A) the Parent Board shall have effected a Parent Adverse Recommendation Change or (B) any Competing Proposal shall have been publicly

proposed or announced or otherwise submitted to Parent or any of its Representatives.

Section 7.5

Reasonable Best Efforts.

(a)

Subject to the terms of Section 7.6, which shall govern with respect to the subject matter thereof, and without prejudice to the

obligations in Section 7.5(b) and Section 7.5(c), each of Parent 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 Mergers 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) the obtaining of all necessary actions or nonactions,

waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making

of all necessary registrations and filings in connection therewith, (ii) using its commercially reasonable efforts to obtain all necessary

consents, approvals or waivers from third parties, and (iii) subject to Section 7.5(c), the defending of any lawsuits or other

legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers; provided,

however, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other

consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement

under any contract or agreement.

(b)

The Company and Parent shall (i) promptly, but, unless mutually agreed by the Company and Parent, in no event later than twenty

(20) Business Days after the date hereof, file (or cause to be filed) (i) any and all pre-merger notification and report forms required

to be filed by the Parties under the HSR Act with respect to the Mergers, and (ii) make, as promptly as practicable, the appropriate filings

and notification forms required in connection with each of the other Requisite Regulatory Approvals (in draft form where required or customary).

The Company and Parent shall request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall

respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the

Antitrust Division of the United States Department of Justice, the FTC or any other applicable Governmental Authority as promptly as reasonably

practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. Parent

may not “pull and refile” its filing under the HSR Act without the prior written approval of the Company.

furtherance of the covenants of the parties contained in this Section 7.5 if any administrative or judicial action or

proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Mergers (or

the other transactions contemplated by 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 hereto shall use its reasonable best

efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree,

judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and

that prohibits, prevents or restricts consummation of the Mergers or any such other transaction on or before the Outside Date and

Parent shall take all such further action or refrain from 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), and to resolve any objections of the applicable Governmental Authority under any Antitrust Law or

Foreign Investment Law in order to secure the approval of the Mergers by such applicable Governmental Authorities as promptly as

practicable (and in any event no later than the Outside Date), subject to the terms of the remainder of this ‎Section

7.5(c), including, in the case of Parent, proposing, negotiating, committing and effecting, by consent decree, hold separate

order, or otherwise, to (x) sell, divest, dispose of or otherwise hold separate (including by establishing a trust or otherwise),

any of the businesses, assets or properties of Parent, the SpinCo Entities or any of their respective Affiliates, including the

SpinCo Business and the SpinCo Business Assets (other than the Company and its Affiliates following the Closing), (y) to terminate,

transfer or create relationships, contractual rights or other obligations of Parent, the SpinCo Entities or any of their respective

Affiliates, including the SpinCo Business and the SpinCo Assets (other than the Company and its Affiliates following the Closing)

and (z) otherwise take or commit to take actions that after the Closing would limit Parent’s freedom of action with respect

to, or its ability to operate and/or retain any of the businesses, assets or properties of Parent, the SpinCo Entities or any of

their respective Affiliates (other than the Company and its Affiliates following the Closing), including the SpinCo Business and the

SpinCo Business Assets (collectively, the “Remedial Actions”); provided, however, that nothing

contained in this Agreement requires Parent to (x) agree to or effect any sale, divestiture or disposition of, (y) agree to or

effect any termination, transfer, or creation of any relationship, contractual rights or other obligations involving, or (z) agree

to or take any other action pursuant to the foregoing that would limit Parent’s freedom of action or ability to operate and/or

retain, assets or a business of Parent or the SpinCo Entities or any of their respective Affiliates that, individually or in the

aggregate, generated net sales revenues in excess of $1,400,000,000 (the “Maximum Impacted Historical Revenue”); provided

that, in the case of clause (z), the net sales revenues of the asset or business impacted by such action shall be considered in

determining whether the Maximum Impacted Historical Revenue has been achieved only if the applicable limitation would be material to

such impacted assets or business. For the purposes of calculating the Maximum Impacted Historical Revenue, (A) the net sales

revenues of any SpinCo Business Assets shall be calculated for the fiscal year ended December 31, 2025 using IFRS, (B) the net sales

revenues of any assets or business of Parent and its Affiliates shall be calculated using for fiscal year ended November 30, 2025

using GAAP; and (C) for purposes of this determination, net sales revenue denominated in a currency other than U.S. dollars shall be

converted into U.S. dollars using the average exchange rate for such currency reported by Bloomberg FX Fixings (BFIX) rate as

published by Bloomberg L.P. during calendar year 2025; provided, in each case of clauses (A) and (B) that net sales revenues

shall not include sales between a Party and its Affiliates or among its Affiliates. Without the prior written consent of Parent,

none of the Company or any SpinCo Entity will agree, offer, suggest, propose or negotiate, commit to or effect, by consent decree,

hold separate order, or otherwise, to any Remedial Action. Parent shall be entitled to lead any proceedings or negotiations with any

Governmental Authorities with respect to any Remedial Actions, in consultation with the Company pursuant to ‎Section

7.5(d). In furtherance of ‎Section 7.5(c)(ii), but subject to Section

7.5(d), Parent may propose the assets or businesses of Parent or the SpinCo Entities that may be subject to any Remedial

Actions. Notwithstanding anything in this Agreement to the contrary, the Company and its Affiliates shall not be obligated to take

or agree or commit to take any action (i) that is not conditioned on the Closing or (ii) that relates to any Excluded Assets, the

Company Business, the Retained Shares or the Company’s or its Subsidiaries’ ownership of Parent Common Stock and rights

with respect thereto.

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(d)          Parent

and the Company shall cooperate and consult with each other, and develop a strategy, in connection with the making of all filings,

notifications, communications, submissions, timing agreements or extensions, and any other actions pursuant to this Section

7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent 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 Parent and

the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental

Authority with respect to such transactions. Parent shall, on behalf of the parties, control and lead all communications and

strategy for dealing with the European Commission, the UK Competition and Markets Authority, the FTC, the US Department of Justice,

and any other Governmental Authority in connection with the Requisite Regulatory Approvals, considering in good faith the views of

the Company. Parent and the Company shall consult with each other prior to making any material decision with respect the matters

which are the subject of this ‎Section 7.5 involving any Governmental Authority, any

Requisite Regulatory Approval or any Remedial Action (including any decision whether or not to proffer any Remedial Action (and the

nature or magnitude of any such Remedial Action), the timing of proffering any Remedial Action, whether to withdraw any filing in

connection with any such matters, and whether to enter into any “timing agreement” or similar agreement with any

Governmental Authority in respect of any such matters). Notwithstanding the foregoing, in the event of any dispute between Parent

and the Company with respect to the matters referred to in the immediately preceding sentence, Parent and the Company shall escalate

such dispute to their respective chief legal officers, who shall attempt to promptly resolve such dispute. If any such dispute

remains unresolved within two days of referral to the chief legal officers of Parent and the Company, the Parties shall escalate

such dispute to the chief executive officers of Parent and the Company, who shall attempt to promptly resolve such dispute. If the

dispute is not resolved by the chief executive officers of Parent and the Company within two business days of referred to the chief

executive officers, Parent shall have the right to make the final determination with respect to such matter, acting reasonably and

in good faith and in compliance with Parent’s obligations under this ‎Section

7.5. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the

other party meaningful 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 non-administrative 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 and the SpinCo Business 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. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion,

either in person, by video conference, or by telephone, with any Governmental Authority in connection with the proposed transactions

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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(e)

Neither the Company nor Parent shall, or shall permit its Subsidiaries to, acquire or agree to acquire any other Person or business

or any assets or properties of any other Person if such acquisition would reasonably be expected to materially impede, prevent or materially

delay the expiration or termination of the waiting period under the HSR Act, receipt of the Requisite Regulatory Approvals, or the Closing.

Section 7.6

Financing and Financing Cooperation.

(a)

Parent shall use reasonable best efforts to take, and shall cause each of its Subsidiaries to use reasonable best efforts to take,

or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to

fund the Required Amounts no later than immediately prior to the Distribution, including by (i) maintaining in effect, until the earlier

of the initial funding of the Financing (as defined below) and the replacement of the Financing with the Permanent Financing (as defined

below) or other sources of immediately available funds, the commitment letter, dated as of the date of this Agreement (including: (A)

all exhibits, schedules and annexes to such agreement in effect as of the date hereof; and (B) any associated fee letters (together, as

amended, modified, supplemented, restated, replaced or waived from time to time in accordance with the terms of this Agreement and the

terms thereof, the “Debt Commitment Letter”)), from the Parent Lenders party thereto, pursuant to which, among other

things, the Parent Lenders have committed to provide Parent or its designee with debt financing in the amount set forth therein (the committed

debt financing contemplated by the Debt Commitment Letter, being referred to as the “Financing”), (ii) materially complying

with the obligations that are set forth in the Debt Commitment Letter and the Financing Agreements that are within the control of Parent,

(iii) enforcing the rights of Parent under the Debt Commitment Letter and the Financing Agreements and (iv) using reasonable best efforts

to cause the applicable Parent Lenders to fund the full amount of the Financing (other than any portion thereof that is replaced with

previously or concurrently incurred Permanent Financing or other sources of immediately available funds) no later than immediately prior

to the Distribution.

(b)          In

the event any funds in the amounts set forth in the Debt Commitment Letter or the Financing Agreements, or any portion thereof,

become unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Financing Agreements, Parent shall

use reasonable best efforts to cooperate to arrange to obtain promptly replacement debt financing for Parent from the same or

alternative sources, in an aggregate amount that, together with the portion of the Financing then available and any Permanent

Financing and other available sources of immediately available funds, is no less than the Required Amount (the “Alternative

Financing”, it being understood and agreed that references herein to (i) the Financing shall include any such Alternative

Financing and (ii) the Debt Commitment Letter or Financing Agreements shall include the commitment letter and definitive agreements,

as applicable, in each case relating to such Alternative Financing), and to obtain a new financing commitment that provides for such

financing; provided that (A) the terms of the Alternative Financing must (1) be on terms and conditions not less favorable to

Parent than those in the Debt Commitment Letter or the Financing Agreements, as applicable, taking into account any “market

flex” provisions thereof and (2) not contain any conditions to the consummation of such Alternative Financing that are more

onerous than the conditions set forth in the Debt Commitment Letter or the Financing Agreements, as applicable, and (B) none of

Parent or any of its Affiliates shall be required to agree to any Alternative Financing that would result in the payment of fees or

interest rates applicable to the Financing in excess of those contemplated by the Debt Commitment Letter.

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(c)

Parent shall give SpinCo prompt written notice upon it obtaining Knowledge of (i) any breach (or threatened 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 breach

or default) by any party to the Debt Commitment Letter or the Financing Agreements, (ii) any actual or threatened withdrawal, repudiation

or termination of the Financing or Permanent Financing by any party to the Debt Commitment Letter or the Financing Agreements and (iii)

any material dispute or disagreement between or among any of the parties to the Debt Commitment Letter or the Financing Agreements.

(d)

The Company hereby consents to the use of logos exclusively used in the SpinCo’s Business and the SpinCo’s and its

Subsidiaries’ legal entity name by Parent, solely in connection with the Financing and Permanent Financing and solely in a manner

that does not and is not intended or reasonably likely to weaken, harm or disparage the reputation or goodwill of the relevant SpinCo

party, or any of their respective Intellectual Property Rights.

(e)           Parent

may amend, restate, modify, replace, terminate, assign or agree to any waiver or reduction of commitments under the Debt Commitment

Letter and/or substitute commitments under the Debt Commitment Letter with any capital markets debt financing, term loans and/or

commitments in respect of other debt from the same or alternative bona fide third-party financing sources and Parent or any

of its Subsidiaries may incur any capital markets debt financing or other debt financing that refinances existing debt of Parent or

any of its Subsidiaries (collectively, any such financing, the “Permanent Financing”) or substitute amounts

thereunder for other sources of immediately available funds; provided that Parent shall not, without the prior written

consent of SpinCo, agree to any amendments, restatements, supplements or modifications to, obtain any replacement of, or waive any

of its rights under, the Debt Commitment Letter or the Financing Agreements, in whole or in part, if any such amendment,

restatement, supplement, replacement, modification or waiver of the Debt Commitment Letter or the Financing Agreements would

reasonably be expected to: (i) impose new or additional conditions or otherwise expand any conditions to the Financing, as

applicable, (ii) reduce the aggregate amount of the Financing (in each case, except as expressly permitted therein, including as

contemplated by any “market flex” provisions), including, in the case of the Debt Commitment Letter, by changing the

amount of fees to be paid or the original issue discount of the debt to an amount that, when taken together with available cash on

hand and other sources of funds immediately available to Parent, would be less than the Required Amount, (iii) delay in any respect

the Closing, or (iv) adversely impact the ability of Parent to (A) enforce any rights against the other parties to the Debt

Commitment Letter or the Financing Agreements or (B) cause the Mergers to be timely consummated (it being understood that Parent may

amend and restate the Debt Commitment Letter or otherwise execute joinder agreements to the Debt Commitment Letter solely to add

additional Parent Lenders, arrangers, agents or entities with other similar roles or titles without the Company’s consent)

(clauses (i) through (iv), collectively, the “Prohibited Modifications”). Parent shall, upon reasonable request

by the Company, (i) keep the Company informed in reasonable detail of the status of its efforts to arrange and consummate the

Financing and Permanent Financing and (ii) as promptly as practicable provide copies of then-current drafts of the Financing

Agreements.

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(f)

Until the earlier of the Closing and the valid termination of this Agreement in accordance with Article IX, each of SpinCo,

the Company and its Subsidiaries agrees to cooperate and use reasonable best efforts to take, or cause to be taken, and to cause their

respective Representatives to take or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable and

proper in connection with the arrangement, marketing and consummation of the Financing and the Permanent Financing, including, without

limitation,

(i)

consulting in good faith on the terms and conditions of any Financing or Permanent Financing,

(ii)

participating in customary marketing and syndication efforts related thereto,

(iii)

participating in the preparation of customary rating agency presentations and meetings with rating agencies, due diligence sessions,

lender and investor calls and drafting sessions with respect thereto at reasonable times and with reasonable advance notice, and, in each

case, which shall be telephonic or held by videoconference unless otherwise agreed to by the Company,

(iv)

participating in investor roadshows and meetings with prospective investors and lenders in connection with the Financing or Permanent

Financing, including making appropriate members of senior management of SpinCo available for such purposes,

(v)

participating in the preparation of appropriate and customary materials for investor and lender presentations, offering memoranda,

private placement memoranda, registration statements, prospectuses, bank information memoranda and similar documents customarily required

in connection with obtaining such Financing or Permanent Financing, 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;

(vi)         using

reasonable best efforts to cause SpinCo’s independent public accountants to (A) provide, consistent with customary practice or

the requirements of Regulation S-K, customary auditor consents (including consents of accountants for use of their reports in any

materials (including any registration statement) relating to the Financing or Permanent Financing) and/or Parent’s filing and

reporting obligations with the SEC, (B) obtain customary accountants’ comfort letters (including customary “negative

assurance” and change period comfort) and other customary documentation and items relating to the Financing or Permanent

Financing, and (C) participate in accounting due diligence sessions,

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(vii)

executing and delivering customary authorization letters to the underwriters, initial purchasers, arrangers and/or lenders and,

with respect to any securities offering, customary authorization, consent and management representation letters to the applicable independent

registered public accounting firm, in each case with respect to information regarding the SpinCo Business in connection with the Financing

or Permanent Financing and otherwise assisting with the preparation of the definitive agreements with respect thereto (the “Financing

Agreements”),

(viii)

on a timely basis, (x) furnishing any pertinent information regarding the SpinCo Business or any of their respective properties

or assets, as may be reasonably requested by Parent in connection with the Financing or Permanent Financing or for inclusion or incorporation

by reference in the Parent Registration Statement (including, without limitation, disclosures related to description of the business,

management’s discussion and analysis and risk factors related to the business) and (y) furnishing summary financial results of the

SpinCo Business reasonably available to or obtainable by the Company or SpinCo for any fiscal period of SpinCo for which historical financial

statements of the SpinCo Business are not yet available, to the extent disclosure of such financial results would be necessary in connection

with an offering of investment grade debt securities of SpinCo pursuant to a registered public offering or Rule 144A promulgated under

the Securities Act at the time the relevant offering is being arranged or launched, in a form customarily used to “flash”

or “pre-release” financial results for such an offering (and, upon the reasonable request of Parent and to the extent customary,

advisable or necessary, the Company shall disclose publicly such financial results prior to or concurrently with the launch of any such

offering),

(ix)

furnishing at least five (5) Business Days prior to the Closing (A) all documentation and other information requested by the financing

sources required by applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A.

Patriot Act of 2001, and (B) a “Beneficial Ownership Certification”, in each case to the extent requested at least seven (7)

Business Days prior to the Closing; and

(x)

delivering any customary certificates required by the Financing Agreements.

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(g)          Notwithstanding

anything to the contrary in this Section 7.6, (i) no action contemplated in this Section 7.6 shall be required to the

extent such action would: (A) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any

personal liability; (B) require the Company or any of its Subsidiaries (including SpinCo) to execute and deliver any documentation

related to the Financing or Permanent Financing (other than, in the case of SpinCo and its Subsidiaries, documentation that is not

effective prior to or is subject to the occurrence of the Closing or customary authorization letters, certificates, consents and

management representation letters to the underwriters, initial purchasers, arrangers, lenders and/or the applicable independent

registered public accounting firm in connection therewith); (C) cause any representation or warranty in this Agreement to be

breached by the Company or any of its Subsidiaries; (D) require the Company or any of its Subsidiaries to pay any commitment or

other similar fee or incur any obligation under any agreement, certificate, document or instrument (other than, in the case of

SpinCo and its Subsidiaries, any agreement, certificate, document or instrument that is not effective prior to or is subject to the

occurrence of the Closing or customary authorization, consent and management representation letters as set forth in clause (B)

above); (E) require the Company 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 in connection with the Financing or Permanent

Financing (other than, in the case of SpinCo and its Subsidiaries, such documentation that is not effective prior to or is subject

to the occurrence of the Closing); (F) 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); (G) result in a violation or breach of the

Organizational Documents of the Company or its Subsidiaries, any SpinCo Material Contract or applicable law; (H) require the

delivery of an opinion of counsel of the Company or its Subsidiaries; (I) require the Company or any of its Subsidiaries to prepare

any pro forma financial statements or pro forma financial information (it being understood that the foregoing shall not limit the

Company’s obligations to provide assistance with Parent’s preparation of pro forma financial information as set forth in

clause (d) of the definition of Required 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 the Financing or the Permanent Financing; or (J) unreasonably interfere with the respective

businesses or ongoing operations of the Company and its Subsidiaries or Parent and its Subsidiaries; and (ii) no action contemplated

in this Section 7.6 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 or 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 and in consultation with Parent).

Nothing contained in this Section 7.6 or otherwise in this Agreement shall require the Company or any of its Subsidiaries

(other than SpinCo and its Subsidiaries solely at or following the Closing) to be an issuer or other obligor with respect to the

Financing or the Permanent Financing.

(h)

The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cooperate with Parent in obtaining, prior

to or as of the Closing, the release of any guarantees, pledges, or other credit support provided by any SpinCo Entity or with respect

to any SpinCo Assets in connection with any Excluded Liabilities (as defined in the Separation and Distribution Agreement), including

by providing such notices, documentation and other assistance as may be reasonably requested by Parent in connection therewith; provided

that in no event shall any such releases or documentation that are not subject to or conditioned on the Closing be effective prior to

the Closing and delivering customary payoff letters or other documentation evidencing the release and termination of security interests

against any SpinCo Entity or any SpinCo Asset (including any UCC-3 or equivalent financing statements or termination notices).

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(i)

The Company and its Subsidiaries shall not be required to bear any cost or expense or to pay any commitment or other similar fee

or make any other payment or incur any other liability in connection with the Financing or the Permanent Financing (other than SpinCo

and its Subsidiaries solely at or following the Closing), other than (x) reasonable and documented out-of-pocket costs subject to reimbursement

pursuant to this Section 7.6(i) and (y) costs and expenses incurred in connection with the preparation and provision of the Required

Information described in clauses (a) and (b) of the definition thereof. Parent shall, promptly on request by the Company, reimburse the

Company and any of its Subsidiaries for all reasonable and documented out-of-pocket costs incurred by them or their respective Representatives

in connection with such cooperation (other than (A) ordinary course amounts payable to employees of the Company and its Subsidiaries with

respect to services provided prior to the Closing and (B) costs and expenses incurred in connection with the preparation and provision

of the Required Information described in clauses (a) and (b) of the definition thereof) and shall indemnify and hold harmless the Company

and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection

with the arrangement of the Financing or the Permanent Financing, any action taken by them at the request of Parent or its Representatives

pursuant to this Section 7.6 and any information used in connection therewith, other than to the extent any of the foregoing was

suffered or incurred as a result of (i) information provided by or on behalf of the Company or any of its Subsidiaries expressly for use

in connection with the arrangement of the Financing or the Permanent Financing, (ii) the bad faith, gross negligence or willful misconduct

of the Company, its Subsidiaries or any of their Representatives, as determined in a final and non-appealable judgment by a court of competent

jurisdiction, or (iii) the material breach of this Agreement by the Company, any of its Subsidiaries or their respective Representatives.

(j)

All non-public or otherwise confidential information regarding the SpinCo Business obtained by Parent or its Representatives pursuant

to this Section 7.6 or otherwise 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 between the Company and Parent (or their respective Affiliates), each of

the Company and SpinCo agrees that Parent may share information with respect to SpinCo and the SpinCo Business with the Parent Lender

Parties, and that Parent and such Parent Lender Parties may share such information with potential financing sources in connection with

any marketing efforts for the Financing and the Permanent Financing; provided, however, that with respect to any Financing

or Permanent Financing, other than a registered public offering or an offering exempt from registration pursuant to Rule 144A, the recipients

of such information and any other information contemplated to be provided by Parent or any of its Subsidiaries pursuant to this Section

7.6, agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality

provisions contained in customary bank books, offering memoranda, private placement memoranda and similar documents.

(k)

All non-public or otherwise confidential information regarding the businesses of Parent and its Subsidiaries obtained by the Company,

SpinCo or their respective Representatives pursuant to this Section 7.6 or otherwise shall be kept confidential in accordance with

the terms of the Confidentiality Agreement.

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Section 7.7           Access

to Information. The Company shall, and shall cause its Subsidiaries, on the one hand, and Parent shall, and shall cause

the Parent 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, during the Interim

Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ or the SpinCo Business’s (as

applicable) normal operations, the properties, the SpinCo Business Records and appropriate Representatives, senior-level officers

and employees of Parent and the Parent 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 furthering the

transactions contemplated by this Agreement or integration planning and preparing for the operation of Parent 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)

that nothing in this Agreement 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). Parent 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. Notwithstanding anything in

this Section 7.7 to the contrary (but without limiting the Company’s obligations under this Agreement, including Section

7.4), 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 Business Assets or the SpinCo Liabilities. The Parties

hereby agree that, notwithstanding anything in this Section 7.7 to the contrary, the provisions of the Confidentiality

Agreement and the Clean Team Agreement shall apply to all information and material furnished by any Party or its Representatives

thereunder and hereunder. The Confidentiality Agreement and the Clean Team 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.

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Section 7.8

D&O Indemnification and Insurance.

(a)

For a period of six (6) years from and after the First Merger Effective Time, SpinCo agrees that it shall indemnify and hold harmless

each present and former director, officer or employee of any 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 First Merger Effective Time, whether asserted or claimed prior to,

at or after the First Merger 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 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

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). Without limiting the foregoing,

SpinCo shall cause each of the other SpinCo Entities (i) to maintain for a period of not less than six (6) years from the First Merger

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)

The Company may at its option and sole expense procure a prepaid, non-cancelable six (6)-year “tail” policy commencing

on the Closing Date covering the Indemnified Parties with respect to matters existing or occurring at or prior to the First Merger Effective

Time.

(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 their respective successors or assigns consolidates with or merges into any other Person and shall

not be the continuing or surviving corporation 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,

as the case may be, shall succeed to the obligations set forth in this Section 7.8.

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Section 7.9

No Solicitation.

(a)          Parent

shall immediately cease, and shall cause its Subsidiaries and shall direct and use reasonable best efforts to cause its

Representatives to immediately cease, any discussions or negotiations with any Person (other than the Company or its Affiliates)

that may be ongoing with respect to a Competing Proposal, or any proposal that would reasonably be expected to lead to a Competing

Proposal, and, if as of the execution of this Agreement not already so requested, shall promptly request that each such Person

return or destroy, in accordance with the terms of any confidentiality agreement between Parent or its Subsidiaries and such Person,

any confidential information that has been provided in any such discussions or negotiations. From the date hereof until the earlier

of the First Merger Effective Time or the termination of this Agreement in accordance with Article IX, Parent shall not, and

shall cause its respective Subsidiaries and shall direct and use reasonable best efforts to cause its Representatives not to,

directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly facilitate any Competing Proposal or any inquiry,

proposal or offer which would reasonably be expected to lead to a Competing Proposal, or (ii) engage in any discussions or

negotiations regarding, or furnish to any Person any nonpublic information relating to Parent or any Parent Subsidiary in connection

with, any Competing Proposal (or any inquiry, proposal or offer which would reasonably be expected to lead to a Competing Proposal); provided, however,

that (x) Parent may direct any Person that submits any Competing Proposal or makes any inquiry, proposal or offer which would

reasonably be expected to lead to a Competing Proposal (in each case, not involving, following or resulting from any breach of this Section

7.9) to the provisions of this Section 7.9 and (y) if, prior to obtaining the Parent Stockholder Approval and following

the receipt of a bona fide written Competing Proposal made after the date hereof that the Parent Board determines in good

faith (after receiving advice of its financial advisor and of its outside legal counsel) is or could reasonably be expected to lead

to a Superior Proposal and that was not, directly or indirectly, solicited, initiated, encouraged or facilitated by the breach

(other than a de minimis breach) of this Section 7.9(a), the Parent Board determines in good faith, after consultation

with outside legal counsel, that a failure to take action with respect to such Competing Proposal would reasonably be expected to be

inconsistent with the statutory standard of conduct applicable to directors of Maryland corporations under applicable Law, Parent

may, in response to such Competing Proposal and subject to Section 7.9(d), (A) furnish information with respect to Parent,

its Subsidiaries and Affiliates to the Person making such Competing Proposal pursuant to an Acceptable Confidentiality Agreement and

(B) engage in discussions or negotiations with such Person regarding such Competing Proposal. Except as expressly permitted by this Section

7.9, the Parent Board shall not, from and after the date of this Agreement until the earlier of the First Merger Effective Time

or the date, if any, on which this Agreement is terminated pursuant to Article IX, (1) adopt, approve, endorse or recommend,

or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal; (2) withdraw, change, amend, modify or qualify,

or publicly propose to withdraw, change, amend, modify or qualify, in a manner adverse to the Company, the Parent Board

Recommendation, (3) if a Competing Proposal has been publicly announced, fail to publicly make a statement that the Company

recommends against any such Competing Proposal within ten (10) Business Days after the initial request in writing by the Company

following such public announcement to do so or, if requested by the Company in writing, after any material amendment, revision or

change to the terms of any such previously publicly disclosed Competing Proposal have been made public (or subsequently withdraw,

change, amend, modify or qualify (or publicly propose to do so), in a manner adverse to the Company, such recommendation against

such Competing Proposal), (4) fail to include the Parent Board Recommendation in the Proxy Statement, (5) approve or authorize, or

cause or permit Parent or any Parent Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization

agreement, letter of intent, memorandum of understanding or similar agreement with respect to any Competing Proposal (other than an

Acceptable Confidentiality Agreement) or (6) commit or agree to do any of the foregoing (any act described in clauses (1), (2), (3),

(4) or (6) (to the extent relating to clauses (1), (2), (3) or (4)), a “Parent Adverse Recommendation

Change”).

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(b)

Except as expressly permitted by this Section 7.9, Parent shall not, and shall cause its respective Subsidiaries not to,

from and after the date of this Agreement until the earlier of the First Merger Effective Time or the date, if any, on which this Agreement

is terminated pursuant to Article IX, (i) take any action to make the provisions of any takeover statute inapplicable to any transactions

contemplated by a Competing Proposal; or (ii) terminate, amend in a manner adverse to the Company, release, modify or grant any permission,

waiver or release under, any standstill or similar agreement entered into by Parent or any of its Subsidiaries in respect of or in contemplation

of a Competing Proposal (other than if the Parent Board determines, in good faith after consultation with its outside legal counsel, that

failure to take any of such actions would reasonably be expected to be inconsistent with the statutory standard of conduct applicable

to directors of Maryland corporations under applicable Law).

addition to the provisions of Section 7.9(a) and Section 7.9(b), prior to receipt of the Parent Stockholder Approval,

the Parent Board may (I) in response to any bona fide written Competing Proposal that was not solicited, initiated or

knowingly encouraged in violation of Section 7.9(a), effect a Parent Adverse Recommendation Change or (II) in response to an

Intervening Event, effect a Parent Adverse Recommendation Change, in the case of each of clauses (I) and (II), if and only if (i)

(A) in the case of a Competing Proposal, the Parent Board concludes in good faith, after consultation with Parent’s outside

financial advisor and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal, or (B) in the case of an

Intervening Event, if the Parent Board determines in good faith that an Intervening Event has occurred and is continuing; (ii) the

Parent Board determines in good faith, after consultation with Parent’s outside legal counsel, that the failure to take such

action would reasonably be expected to be inconsistent with the statutory standard of conduct applicable to directors of Maryland

corporations under applicable Law; (iii) the Parent Board provides the Company four (4) Business Days’ prior written notice of

its intention to take such action (an “Alternative Notice”), which notice shall include the information with

respect to such Competing Proposal that is specified in Section 7.9(d) as well as a copy of the acquisition agreement

relating to such Competing Proposal (if any), or the material facts and circumstances relating to any such Intervening Event, as

applicable; (iv) during the four (4) Business Days following such written notice (the “Negotiation Period”), if

requested by the Company, Parent shall have negotiated (and directed its Representatives to negotiate) in good faith with the

Company regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by the Company in response

to such Competing Proposal or Intervening Event; and (v) at the end of the four (4) Business Day period described in the foregoing

clause (iv), the Parent Board concludes in good faith, (A) after consultation with Parent’s outside legal counsel and

financial advisor (and taking into account any adjustment or modification of the terms of this Agreement to which the Company and

SpinCo have agreed in writing), that any Competing Proposal continues to be a Superior Proposal or (B) after consultation with

Parent’s outside legal counsel, that the failure to make a Parent Adverse Recommendation Change with respect to such

Intervening Event would reasonably be expected to be inconsistent with the statutory standard of conduct applicable to directors of

Maryland corporations under applicable Law. Any material amendment or material modification to any Competing Proposal (including any

amendment or modification to the amount, form or mix of consideration the stockholders of Parent would receive as a result of the

Superior Proposal) or to the facts and circumstances relating to any Intervening Event shall require a new Alternative Notice and a

new Negotiation Period commencing from the date of receipt of such new Alternative Notice; provided that with respect to each

subsequent written notice related to a material amendment or modification, references to the four (4) Business Day period in the

foregoing clauses (iii), (iv) and (v) shall be deemed to be references to two (2) Business Days.

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(d)

Without limiting the obligations set forth in Section 7.9(a) and Section 7.9(c), Parent shall promptly, and in any

event no later than twenty-four (24) hours, after it receives (i) any Competing Proposal or written indication by any Person that is reasonably

likely to lead to a Competing Proposal, (ii) any request for non-public information relating to Parent or its Subsidiaries relating to,

or from any Person that has indicated in writing that such Person is reasonably likely to make, a Competing Proposal (other than requests

for information in the ordinary course of business and unrelated to a Competing Proposal) or (iii) any inquiry or request for discussions

or negotiations regarding any Competing Proposal, notify the Company (which notice, if provided orally, shall be confirmed in writing)

of any of the foregoing occurrences, the identity of the Person making such request, inquiry or Competing Proposal and a copy of such

request, inquiry or Competing Proposal (or where no such copy is available, a reasonably detailed description of the material terms of

such request, inquiry or Competing Proposal). Parent shall keep the Company reasonably informed on a reasonably prompt basis (and in any

event no later than twenty-four (24) hours) after the occurrence of any material changes, discussions, negotiations or developments of

the status of any such request, inquiry or Competing Proposal (including the any material changes to the terms and conditions thereof

and of any other material modification thereto), and any other material developments, discussions and negotiations with respect thereto

(which shall remain subject to the other obligations of Parent hereunder), including promptly furnishing copies of any written inquiries,

material correspondence and draft documentation and definitive agreements and written summaries of any other material oral inquiries or

discussions. Parent agrees that, subject to applicable restrictions under applicable Law, it shall promptly (and in any event, within

twenty-four (24) hours after the time it is provided to any third parties), provide to the Company any non-public information concerning

Parent or its Subsidiaries that Parent provides to any third party in connection with any Competing Proposal which was not previously

provided to the Company and SpinCo.

(e)

Nothing contained in this Agreement shall prohibit Parent or the Parent Board from taking and disclosing to its stockholders a

position that Parent reasonably and in good faith determines requires disclosure pursuant to the Exchange Act (including any “stop,

look and listen” communication pursuant to Rule 14d-9(f)) or the rules and regulations of the NYSE, and such disclosure shall not

be deemed a Parent Adverse Recommendation Change so long as such disclosure includes the Parent Board Recommendation, without alternation,

modification or qualification thereof, or would not otherwise constitute a Parent Adverse Recommendation Change.

(f)

Any failure of Parent’s Subsidiaries or their Representatives to comply with any provisions of this Section 7.9 applicable

thereto (as if such Subsidiaries or Representatives were directly subject to this Section 7.9) shall be deemed a breach of this

Section 7.9 by Parent.

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(g)

For purposes of this Agreement:

(i)

“Competing Proposal” means, other than the transactions contemplated by this Agreement, any proposal or offer

from a third party relating to (A) a merger, scheme of arrangement, reorganization, share exchange, consolidation, business combination,

recapitalization, dissolution, liquidation or other similar transaction involving Parent; (B) the acquisition (whether by merger, scheme

of arrangement, consolidation, sale of assets, equity investment, joint venture or otherwise) by any Person of twenty percent (20%) or

more of the consolidated assets of Parent and the Parent Subsidiaries, as determined on a fair-market-value basis; (C) the purchase or

acquisition after the date hereof, directly or indirectly, by any Person of twenty percent (20%) or more of the issued and outstanding

shares of the Parent Common Stock or of any other class or type of Interests in Parent; (D) any purchase, acquisition, tender offer or

exchange offer that, if consummated, would result in any Person beneficially owning twenty percent (20%) or more of the shares of Parent

Common Stock or of any other class or type of Interests of Parent or any of its Subsidiaries; or (E) any combination of the foregoing.

(ii)

“Superior Proposal” means a bona fide written Competing Proposal (except the references therein to “20%”

shall be replaced by “50%”) made by a third party which was not solicited by Parent or any of its Representatives in violation

of Section 7.9(a) and which, in the good faith judgment of the Parent Board after consultation with its financial advisor and outside

legal counsel, taking into account the various legal, financial and regulatory aspects of the Competing Proposal, (A) if accepted, is

reasonably likely to be consummated and (B) if consummated, would result in a transaction that is more favorable to Parent’s stockholders

from a financial point of view than the First Merger and the other transactions contemplated hereby (after giving effect to all adjustments

or modifications to the terms thereof which may be agreed in writing to be made by the Company and SpinCo pursuant to Section 7.9(c)).

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Section 7.10          Exclusivity.

The Company shall immediately cease, and shall cause its Subsidiaries and shall direct and use reasonable best efforts to cause its

Representatives to immediately cease, any discussions or negotiations with any Person (other than Parent or its Affiliates) that may

be ongoing with respect to a SpinCo Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a

SpinCo Proposal, and shall promptly request that each Person that has been provided with any confidential information in connection

with any SpinCo Proposal prior to the date of this Agreement promptly return or destroy, in accordance with the terms of any

confidentiality agreement between the Company or its Subsidiaries and such Person, such information (if as of the execution of this

Agreement not already so requested), including promptly terminating any access by any Person to any physical or electronic data room

relating to any SpinCo Proposal. From the date hereof until the earlier to occur of (a) the termination of this Agreement pursuant

to Article IX and (b) the First Merger Effective Time, the Company shall not, and shall cause its Subsidiaries and shall

direct and use reasonable best efforts to cause its Representatives not to: (i) solicit, initiate, knowingly encourage or knowingly

facilitate (including by way of furnishing information which has not been previously publicly disseminated) any proposal from or on

behalf of a third party relating to any acquisition (whether by merger, purchase of Interests, purchase of assets or otherwise),

exclusive license, joint venture, partnership, recapitalization, liquidation, dissolution or other transaction involving any portion

of the business or assets of the Company and its Subsidiaries that, individually or in the aggregate, constitutes (A) 10% or more of

the net revenues, net income or assets of the SpinCo Business (taken as a whole), (B) 10% or more of the net revenues, net income or

assets of the Dutch SpinCo Business or (C) 10% or more of the net revenues, net income or assets of the French SpinCo Business (any

of the foregoing, a “SpinCo Proposal”), or any inquiry, proposal or offer which would reasonably be expected to

lead to a SpinCo Proposal, (ii) engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic

information relating to the SpinCo Business, SpinCo Business Assets or SpinCo Entities in connection with, any SpinCo Proposal or

any inquiry, proposal, effort or attempt related to or that would reasonably be expected to lead to, a SpinCo Proposal, (iii) adopt,

approve or recommend, or publicly propose to adopt, approve or recommend, any SpinCo Proposal, or (iv) approve or authorize, or

cause or permit the Company or any of its Subsidiaries to enter into, any merger agreement, acquisition agreement, reorganization

agreement, letter of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement,

partnership agreement or similar agreement or document relating to, or providing for, any SpinCo Proposal; provided that

nothing in this Section 7.10 shall limit the Company’s ability to pursue or engage in any transaction relating to

substantially all of the business of the Company and its Subsidiaries, taken as a whole (as opposed to solely the SpinCo Business),

so long as such transaction (x) would not reasonably be expected to impact in any material and adverse manner the SpinCo Entities,

SpinCo Business or SpinCo Assets and (y) would not reasonably be expected to interfere with, prevent or materially impair or delay

the Company’s ability to comply with its obligations hereunder and under the Separation and Distribution Agreement or to

consummate the transactions contemplated hereby or by the Separation and Distribution Agreement.

Section 7.11

Public Announcements. Except (a) as

otherwise expressly contemplated by this Agreement, (b) in connection with any press release, public statement or filing to be issued

or made by Parent with respect to any Parent Adverse Recommendation Change in accordance with this Agreement, or (c) for the press releases

announcing the Transaction to be issued by the Parties in the forms agreed by the Parties (or any public statement or disclosure that

contains or reflects only such information previously disclosed in press releases or other public disclosures made in accordance with

this Section 7.11), neither Parent nor the Company will, and each of Parent and the Company will cause its Subsidiaries not to,

issue any press release or otherwise make any public statements or disclosure with respect to the transactions contemplated hereby or

by the Transaction Documents without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned

or delayed). Notwithstanding the foregoing, to the extent such disclosure is required by applicable Law or the rules of any stock exchange,

the Party seeking to make such disclosure will promptly notify the other Party thereof and the Party making such statement will use efforts

reasonable under the circumstances to consult in good faith with the other Party thereto prior to making such disclosure in order to allow

a mutually agreeable release or announcement to be issued. Notwithstanding the foregoing, any Party may make statements that are consistent

with previous public releases made by such Party in compliance with this Section 7.11.

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Section 7.12

Employee Non-Solicitation; Non-Competition.

(a)

From and after the Closing Date, until the date that is two (2) years after the Closing Date, the Company shall not and shall ensure

that no Subsidiary of the Company, directly or indirectly, (i) solicits for employment any Transferred SpinCo Employee or (ii) offers

to hire or hires any Transferred SpinCo Employees who was at a work level of WL3 or above immediately prior to the Closing; provided,

however, that nothing in this Section 7.12(a) will prohibit the Company or any of its Subsidiaries from (v) engaging in

general solicitations to the public or general advertising not directly targeted at Transferred SpinCo Employees, (w) soliciting any person

via a search firm or employment agency that is not instructed to specifically target Transferred SpinCo Employees, (x) soliciting any

person who has ceased to be employed by Parent or any of its Subsidiaries prior to the commencement of such solicitation, (y) soliciting

any person who initiates discussions regarding employment with the Company or any of its Subsidiaries without any direct or indirect solicitation

by the Company or any of its Subsidiaries, or (z) employing any Transferred SpinCo Employee as a result of activities permitted by the

foregoing clauses (v), (w), (x) or (y).

(b)

From and after the Closing Date, until the date that is two (2) years after the Closing Date, Parent shall not and shall ensure

that no Subsidiary of Parent, directly or indirectly, (i) solicits for employment any Company Representative or (ii) offers to hire or

hires any Company Representative with a work level of WL3 or above; provided, however, that nothing in this Section 7.12(b)

will prohibit Parent or any of its Subsidiaries from (v) engaging in general solicitations to the public or general advertising not directly

targeted at Company Representatives, (w) soliciting any person via a search firm or employment agency that is not instructed to specifically

target Company Representatives, (x) soliciting any person who has ceased to be employed by the Company or any of its Subsidiaries prior

to the commencement of such solicitation, (y) soliciting any person who initiates discussions regarding employment with Parent or any

of its Subsidiaries without any direct or indirect solicitation by Parent or any of its Subsidiaries, or (z) employing any Company Representative

as a result of activities permitted by clauses (v), (w), (x) or (y).

(c)

From the Closing Date until the date that is four (4) years after the Closing Date, the Company will not, and will cause its Subsidiaries

not to (and any successor to the Company in a corporate reorganization transaction not involving any unrelated third party counterparty

will not) engage in (or own any Interest in any Person who engages in or manages or operates any business that engages in) the business

of manufacturing, marketing, producing, selling or distributing any of the following products or similar products: spices, cooking aids

& mini-meals (including soups, bouillons, seasonings), condiments (including mayonnaise, ketchup) and other product that as of the

Closing Date forms part of the product line referred to as Unilever Food Solutions.

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(d)

The prohibitions in Section 7.12(c) will not apply to:

(i)           any

acquisition, merger, business combination or similar transaction (or series of related transactions) by the Company or any of its

Subsidiaries of all or any part of a business or Person that is engaged in activities that the Company would be prohibited from

engaging in pursuant to Section 7.12(c) where such acquired business or Person’s consolidated revenues in respect of

such prohibited activities represented no more than ten percent (10%) of the aggregate consolidated revenues of such acquired

business or Person, as applicable, for such acquired business’s or Person’s most recently completed fiscal year; so long

as within fifteen (15) months after the consummation of the Company’s or one or more Subsidiaries’ acquisition (whether

by merger, business combination, stock purchase or otherwise) of such business or Person, either (x) the Company or such Subsidiary

or Subsidiaries disposes of such Person or business or the relevant portion thereof that is engaged in any prohibited activities, or

(y) at the expiration of such fifteen (15)-month period, the operation of such prohibited business has been discontinued;

(ii)          any act or omission carried out by the Company to the extent such act or omission arises directly from a takeover offer, scheme

of arrangement or similar transaction made for the Company by a third party in compliance with the UK Takeover Code (or any replacement

or equivalent regime), or which is taken by the Company after any such successful takeover offer, scheme of arrangement or similar transaction

made for the Company by a third party in compliance with the UK Takeover Code (or any replacement or equivalent regime) in connection

therewith, provided that the Company does not initiate or structure such transaction for the purpose of circumventing the restrictions

in Section 7.12(c);

(iii)         the ownership by the Company or DutchCo, directly or indirectly, of ten percent (10%) or less of the outstanding stock or other

securities of any Person; provided, that such shares are held for passive investment purposes only and neither the Company nor

any of its Affiliates exercises control of such Person;

(iv)        the operation of the Excluded Businesses (as that term is defined in the Separation and Distribution Agreement);

(v)         the ownership by the Company or DutchCo of the Retained Shares; or

(vi)        the performance by the Company or any of its Subsidiaries of their respective obligations under any Transaction Document.

(e)

The Parties acknowledge that the covenants set forth in this Section 7.12 are reasonable in order to protect the value of

the SpinCo Business. It is the intention of the Parties that if any restriction or covenant contained in this Section 7.12 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

7.12) that would be valid and enforceable under such applicable Law.

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Section 7.13         Defense

of Litigation. Parent and the Company shall provide the other Party prompt notice in writing of any Action brought by any

shareholder or purported shareholder 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 Mergers, the Parent Share Issuance and the Parent Charter

Amendment (collectively, “Transaction Litigation”), 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 First Merger 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 7.14

Section 16 Matters. Prior to the First

Merger Effective Time, each of Parent, the Company and SpinCo shall take all such steps as may be required (to the extent permitted by

applicable Law) to cause any dispositions of SpinCo Common Stock (including derivative securities with respect to SpinCo Common Stock)

or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) 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 Parent or SpinCo, as applicable, 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.

Section 7.15

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 Parent’s

operations prior to the First Merger Effective Time. Nothing contained in this Agreement shall give Parent, directly or indirectly, the

right to control or direct the operations of the Company or, prior to the First Merger Effective Time, the SpinCo Business. Each of the

Company and Parent, and prior to the First Merger Effective Time, SpinCo shall exercise, consistent with the terms and conditions of this

Agreement, complete control and supervision over its respective operations.

Section 7.16

SpinCo Share Issuance. Prior to the

First Merger 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 First Merger Effective

Time will equal the sum of (a) the Distribution Shares plus (y) the Retained Shares (the “SpinCo Share Issuance”).

Each of the Company and SpinCo shall effect such amendments, filings or other actions with respect to its respective Organizational Documents

as are necessary to effect the Distribution in accordance with the terms of this Agreement and the Separation and Distribution Agreement.

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Section 7.17

Agreement With Respect to Release of Support

Obligations.

(a)

Parent shall use commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory

to the Company, with respect to Support Obligations that are identified by the Company in writing to Parent at least 30 Business Days

prior to the Closing Date, on or prior to the First Merger Effective Time (and, with respect to other Support Obligations or to the extent

any Support Obligation remains outstanding after the First Merger Effective Time, for up to twelve (12) months after the First Merger

Effective Time), valid and binding written unconditional releases of the Company and its Affiliates (other than the SpinCo Entities),

as applicable, from any Liability (other than any Excluded Liability), whether arising before, on or after the Closing Date, under any

Support Obligation in effect immediately prior to the First Merger Effective Time, which shall be effective as of the First Merger Effective

Time, including by providing, as reasonably determined by Parent, substitute guarantees, furnishing letters of credit, instituting escrow

arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. During the

Interim Period, Parent shall coordinate with the Company with respect to their joint initial contact with such beneficiaries, afford the

Company a reasonable opportunity to participate in discussions with such beneficiaries prior to engaging therein, and keep the Company

reasonably informed of any discussions with such beneficiaries in which the Company does not participate.

(b)

Without limiting Parent’s obligations under Section 7.17(a), if any Support Obligation has not been released as of

the First Merger Effective Time, then, from and after the First Merger Effective Time, (i) Parent shall indemnify and hold harmless the

Company and its applicable Affiliates for any Liabilities arising from or relating to such Support Obligation (other than any Excluded

Liabilities), including any fees in connection with the issuance and maintenance of any letters of credit, and (ii) Parent shall not permit

any of the SpinCo Entities to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party

or (D) amend in any manner any loan, Contract or other obligation if, as a result thereof, the Company or any of its applicable Affiliates

would become liable under such Support Obligation. To the extent that the Company or any of its applicable Affiliates has performance

obligations under any Support Obligation after the First Merger Effective Time, from and after the First Merger Effective Time, Parent

shall (x) perform (or cause the SpinCo Entities to perform) such obligations on behalf of the Company and such Affiliates or (y) otherwise

take such action as reasonably requested by the Company and such Affiliates so as to put the Company and such Affiliates in the same position

as if Parent, and not the Company, had performed or were performing such obligations.

(c)

Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that at any time on or after the first anniversary

of the Closing Date, (i) the Company may, in consultation in good faith with Parent, take any action to terminate, obtain release of or

otherwise limit its Liability under any and all outstanding Support Obligations, provided that such action would not result in

any material Liability for Parent and its Subsidiaries or materially and adversely impact the SpinCo Business and (ii) neither the Company

nor any of its applicable Affiliates will have any obligation to renew any guarantees, letters of credit, comfort letters, bonds, sureties

and other credit support or assurances issued on behalf of any of the SpinCo Entities or the SpinCo Business after the expiration thereof.

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Section 7.18        Transaction

Documents. Parent 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 First Merger Effective

Time. The Company shall, or shall cause its applicable Subsidiaries to, execute and deliver to Parent 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 First Merger Effective Time.

Parent, DutchCo and the Company (a) shall cooperate and negotiate in good faith to promptly enter into the Stockholders Agreement

following the date hereof, which shall become effective at the Closing, and shall be substantially consistent with the Stockholders

Agreement Term Sheet and (b) in the event that the parties fail to enter into the Stockholders Agreement as of the Closing, agree to

be bound by the terms of the Stockholders Agreement Term Sheet from the Closing until the earlier of (i) the date the parties enter

into a Stockholders Agreement in accordance with this Section 7.18 and (ii) the date that the Stockholders Agreement Term

Sheet expires in accordance with its terms.

Section 7.19

NYSE Listing. Parent shall use its

reasonable best efforts to cause the shares of Parent Common Stock issuable pursuant to the First Merger to be approved for listing on

the NYSE, subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event prior

to the First Merger Effective Time.

Section 7.20

Secondary Listing. If requested by

the Company within one hundred and twenty (120) days following the date of this Agreement, Parent shall use its reasonable best efforts

to cause the shares of Parent Voting Common Stock and Parent Non-Voting Common Stock to be admitted to listing on the secondary listing

category for international commercial companies of the UK Financial Conduct Authority and to trading on the LSE or listing and trading

on Euronext Amsterdam as requested by the Company (at the sole discretion of the Company), and the Parties shall cooperate with respect

to such applications for admission to listing and trading, including with respect to applicable filings (and any documentation to be prepared,

filed and/or approved in relation thereto) and other information requested by the UK Financial Conduct Authority or LSE or the AFM or

Euronext Amsterdam, as applicable.

Section 7.21

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, Parent, Merger Subs and their respective boards of directors and

managers, as applicable, 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 7.22

Obligations of Merger Subs and SpinCo.

Parent shall take all action necessary to cause each Merger Sub to perform its obligations and take any actions contemplated or required

under this Agreement or to consummate the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions

set forth in this Agreement. 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 First Merger Effective Time, to consummate the transactions contemplated hereby, including the Mergers, upon

the terms and subject to the conditions set forth in this Agreement and the Separation and Distribution Agreement.

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Section 7.23

International Asset Sales.

(a)

In connection with the Closing, the Company shall, or shall cause its Subsidiaries to, sell, assign, transfer and convey to Parent,

and Parent shall, or shall cause one or more of its Subsidiaries to, purchase and acquire from the Company, the Transferred Assets (as

defined in the Asset Purchase Agreement) upon the terms and subject to the conditions of the Asset Purchase Agreement. The Parties shall

or shall cause their applicable Subsidiaries to enter into such local transfer documents as may be required pursuant to applicable local

Law to effect the transactions contemplated by the Asset Purchase Agreement.

(b)

The Parties agree that the sum of the SpinCo Asset Sale Payment, the Internal Asset Sales Payments and the SpinCo Note Amount shall

be equal to $15,700,000,000.

Section 7.24

Further Assurances. Except as otherwise

expressly provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use their respective commercially

reasonable 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 Mergers and the other transactions contemplated hereby and

by the Transaction Documents (other than with respect to the matters covered in Section 7.5 and Section 7.6, respectively,

which shall be governed by the provisions of Section 7.5 and Section 7.6, respectively, and any consents required in connection

with the Separation, which shall solely be governed by the Separation and Distribution Agreement). 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 Mergers (other than with respect to the matters covered in Section 7.5, which shall be governed

by the provisions of Section 7.5 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 7.25

Sole Shareholder Approval. Immediately

after the execution of this Agreement, DutchCo will deliver the SpinCo Shareholder Approval to Parent. Immediately after the execution

of this Agreement, Parent will deliver the Merger Sub Stockholder Approval to the Company.

Section 7.26

Resignations. If requested by Parent

in writing, the Company and DutchCo shall use reasonable best efforts to obtain and deliver to Parent, at or prior to the First Merger

Effective Time, the resignation of each officer or director of SpinCo.

Section 7.27

Delivery of Required Information.

(a)           The Company and DutchCo shall, with respect to the information set

forth in clauses (a) and (b) of the definition of “Required Information” cause SpinCo to deliver, or cause to be delivered,

and, with respect to the information set forth in clauses (c) and (d) of the definition of “Required Information,” to cause

SpinCo to deliver, or cause to be delivered, to Parent all such components of the Required Information relating to SpinCo, its Subsidiaries

and the SpinCo Business as promptly as reasonably practicable and shall cooperate with Parent in connection with the preparation of the

pro forma financial statements referred to in clause (d) of the definition of “Required Information,” including by providing

all financial information and supporting data reasonably required for such preparation.

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(b)

The Company and DutchCo shall, and shall cause SpinCo and its Subsidiaries to, use reasonable best efforts to periodically update

any Required Information provided to Parent as may be necessary so that such Required Information is (i) Compliant and (ii) meets the

applicable requirements set forth in the definition of “Required Information.”

Article

VIII

CONDITIONS TO THE FIRST MERGER

Section 8.1

Conditions to the Obligations of SpinCo, the

Company, DutchCo, Parent and Merger Subs to Effect the First Merger. The respective obligations of each Party to consummate

the First Merger shall be subject to the fulfillment (or, to the extent permitted by applicable Law, waiver by the Company and Parent)

at or prior to the Closing of the following conditions:

(a)

the waiting period (or any extension thereof) under the HSR Act with respect to the First Merger shall have expired or been terminated

pursuant to the HSR Act; (ii) all other Requisite Regulatory Approvals shall have been obtained, and shall remain in full force and effect

and all statutory waiting periods (and any extensions thereof) in respect thereof shall have expired or been terminated; and (iii) there

shall not be in effect any voluntary agreement between the Parent or the Company (solely to the extent entry into such agreement was consented

to by the other Party) and any Governmental Authority pursuant to which Parent or the Company has agreed not to consummate the transactions

contemplated by this Agreement for any period of time;

(b)

the Distribution shall have been consummated in accordance with the Separation and Distribution Agreement;

(c)

(i) each of the Parent Registration Statement and the SpinCo Registration Statement shall have become effective in accordance with

the Securities Act or the Exchange Act, as applicable, and none shall be the subject of any stop order by the SEC or actual or threatened

proceedings by a Governmental Authority seeking such a stop order; and (ii) the applicable notice periods required by applicable stock

exchange rules or securities laws shall have expired;

(d)

the Parent Stockholder Approval shall have been obtained;

(e)           no

Governmental Authority of competent jurisdiction in the United States or any other jurisdiction which is the subject of a Requisite

Regulatory Approval shall have enacted, issued or granted any Law (whether temporary, preliminary or permanent), in each case that

is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the Reorganization, the

Distribution, the Parent Share Issuance, the SpinCo Share Issuance or the Mergers; and

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(f)

the shares of Parent Common Stock issuable pursuant to the First Merger shall have been approved for listing on NYSE, subject to

official notice of issuance.

Section 8.2

Additional Conditions to the Obligations of the

Company, DutchCo and SpinCo. The obligation of the Company and SpinCo to consummate the First 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)

Parent and Merger Subs 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 First Merger Effective Time;

(b)

all representations and warranties made by Parent and Merger Subs set forth in Article VI (other than the first sentence

of Section 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.2, Section 6.3, Section 6.13(a),

Section 6.20, Section 6.24 and Section 6.25), without giving effect to materiality, Parent 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,

Parent Material Adverse Effect or similar qualifications) would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect. The representations and warranties made by Parent set forth in the first sentence of Section 6.1(a),

Section 6.1(b), Section 6.1(c), Section 6.2 and Section 6.20 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 Parent set forth in Section

6.3, Section 6.13(a), Section 6.24 and Section 6.25 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, Section 6.24

and Section 6.25, 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)

Parent shall have delivered to the Company a certificate dated as of the Closing Date signed by an executive officer of Parent

to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;

(d)          provided

that the Company has not made the U.S. Asset Sale Election, the Company shall have received a written opinion of WLRK, dated as of

the Closing Date, in form and substance reasonably satisfactory to the Company Board, to the effect that, on the basis of the facts,

customary representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will be treated as

a “reorganization” within the meaning of Section 368(a) of the Code (the “Merger Tax Opinion”). In

rendering such opinion, WLRK shall be entitled to receive and rely upon the Parent Merger Tax Representations and the SpinCo Merger

Tax Representations;

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(e)

provided that (i) the Company has made the 100% Distribution Election and (ii) has not made the U.S. Asset Sale Election,

the Company shall have received the Distribution Tax Opinion. In rendering such opinion, Distribution Tax Counsel shall be entitled to

receive and rely upon the Company Distribution Tax Representations, the Parent Distribution Tax Representations, and the SpinCo Distribution

Tax Representations; and

(f)

Parent (or the applicable Subsidiary thereof) and Merger Subs 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

prior to the First Merger 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 Parent

and Merger Subs. The obligation of Parent and Merger Subs to consummate the First Merger shall be subject to the fulfillment

(or, to the extent permitted by applicable Law, waiver by Parent) at or prior to the Closing of the following additional conditions:

(a)

each of SpinCo, DutchCo 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 First Merger Effective Time;

(b)          all

representations and warranties made by the Company and DutchCo set forth in Article IV and Article V (other than Section

4.1(a), Section 4.2, Section 4.6, the first sentence of Section 5.1, Section 5.2, Section

5.3, Section 5.14(a), Section 5.22, and Section 5.24), 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 DutchCo set forth in Section 4.1(a), Section 4.2, the first sentence of Section

5.1, Section 5.2, and Section 5.22 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 the Company set forth in Section 4.6, ‎Section

5.3, Section 5.14(a), and Section 5.24 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 and Section 5.24 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);

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(c)

the Company and DutchCo shall have delivered to Parent a certificate dated as of the Closing Date signed by an executive officer

of each of the Company and DutchCo 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;

(d)

SpinCo, DutchCo and the Company (or the applicable Subsidiary thereof) shall have executed and delivered (or cause to be 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 thereunder prior to the First Merger Effective Time in all material respects, and each such agreement

shall be in full force and effect; and

(e)

SpinCo shall have delivered to Parent (i) a certificate of SpinCo,

dated as of the Closing Date and prepared in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), stating that

interests in SpinCo are not “United States real property interests,” together with (ii) notice of such certificate to the

IRS in accordance with Treasury Regulations Section 1.897-2(h) (which notice shall be mailed to the IRS by SpinCo following the Closing

in accordance with Treasury Regulations Section 1.897-2(h)), in each case in form and substance reasonably acceptable to Parent; provided,

that, if SpinCo fails to deliver such certification or such notice, the sole remedy under this Agreement of Parent and its Subsidiaries

shall be to withhold any amounts required to be withheld pursuant to Section 1445 of the Code from the Merger Consideration.

Article

TERMINATION

Section 9.1

Termination. This Agreement may be

terminated and the transactions contemplated hereby may be abandoned at any time prior to the First Merger Effective Time:

(a)

by mutual written agreement of the Company and Parent;

(b)          by

the Company or Parent, if the Closing shall not have occurred on or prior to March 31, 2027 (the “Outside Date”); provided,

that (x) if any of the conditions to the Closing set forth in Article VIII has not been satisfied or waived (to the extent

permitted by applicable Law) on or prior to 5:00 p.m. Eastern Time on the Outside Date, either the Company or Parent may, by written

notice to the other delivered at any time not more than 30 days prior to the Outside Date, extend the Outside Date to September 30,

2027 (the “First Extended Outside Date”) and if so extended, such date shall be the “Outside Date”

and (y) if any of the conditions to the Closing set forth in Article VIII has not been satisfied or waived (to the extent

permitted by applicable Law) on or prior to 5:00 p.m. Eastern Time on the First Extended Outside Date, either the Company or Parent

may, by written notice to the other delivered at any time not more than 30 days prior to the First Extended Outside Date, extend the

Outside Date to March 31, 2028, 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 Parent, if any Law shall have been promulgated, entered, enforced, enacted or issued and in effect or shall have

been deemed to be applicable to the Mergers or the other transactions contemplated hereby, including the Reorganization and the Distribution,

by any Governmental Authority of competent jurisdiction in the United States or any other jurisdiction which is the subject of a Requisite

Regulatory Approval which permanently prohibits, restrains or makes illegal the consummation of the Mergers or the other transactions

contemplated hereby, and such Law 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 Parent 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 8.3(a) or Section 8.3(b) 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 Parent shall not have the right to terminate this Agreement pursuant to this Section

9.1(d) if Parent, Merger Sub I or Merger Sub II 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);

(e)

by the Company upon written notice to Parent, in the event of a breach of any representation, warranty, covenant or agreement contained

in this Agreement on the part of Parent or Merger Subs such that the conditions specified in Section 8.2(a) or Section 8.2(b)

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

Parent 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);

(f)           by

the Company or Parent if the Parent Stockholder Approval (with respect to the Parent Share Issuance or Parent Charter Amendment)

shall not have been obtained upon a vote taken thereon at the Parent Stockholders Meeting, duly convened therefor, or at any

adjournment or postponement thereof; provided that the right to terminate this Agreement pursuant to this Section

9.1(f) shall not be available to Parent if Parent’s actions or failure to perform any of its obligations under this

Agreement is the primary cause of, or primarily resulted in, the failure to obtain such approval; or

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(g)

by the Company if the Parent Board shall have effected a Parent Adverse Recommendation Change prior to the Parent Stockholder Approval

at the Parent Stockholders Meeting.

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 7.6(g), Section 7.6(j),

Section 7.6(k), the fourth and fifth sentences of Section 7.7 this Section 9.2, Section 9.3 and Article

X hereof shall survive any termination of this Agreement. The Confidentiality Agreement and the Clean Team Agreement shall not be

affected by a termination of this Agreement.

Section 9.3

Termination Fee; Other Fees & Expenses.

(a)

Except as otherwise provided in the Separation and Distribution Agreement (including with respect to the Funded Transaction Expenses

(as defined in the Separation and Distribution Agreement)) or this Agreement, including this Section 9.3, and except for (x) the

expenses in connection with printing and mailing the Parent Registration Statement, the Proxy Statement, the SpinCo Registration Statement

and the Distribution Documents, and all SEC filing fees relating to the transactions contemplated by this Agreement, which shall be borne

equally by the Company and Parent in the event that this Agreement is terminated in accordance with its terms and shall be borne by SpinCo

in the event that the Closing occurs, (y) filing fees payable to any Governmental Authority in connection with the approvals required

under Section 7.5(a), which shall be borne by the Party incurring such fees in the event that this Agreement is terminated in accordance

with its terms and shall be borne by SpinCo in the event that the Closing occurs, and (z) any fees, costs and expenses of counsel, accountants,

consultants, or other advisors, including any financial or capital markets advisors, incurred by Parent or Parent’s Subsidiaries

in connection with the Financing or any Permanent Financing, all of which shall be borne by Parent, 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 First Merger is consummated.

(b)

Parent shall pay to the Company (or such other member of the Company Group as the Company may elect) $420,000,000 (the “Termination

Fee”), by wire transfer of immediately available funds to an account or accounts specified by the Company, if this Agreement

is terminated as follows:

(i)

if this Agreement is terminated pursuant to Section 9.1(g), then Parent shall pay the entire Termination Fee on the third

(3rd) Business Day following such termination; and

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(ii)          if

this Agreement is terminated (A) pursuant to Section 9.1(e); (B) pursuant to Section 9.1(b) without a vote of the

stockholders of Parent contemplated by this Agreement at the Parent Stockholders Meeting having occurred; or (C) pursuant to Section

9.1(f), and (x) in any such case, a Competing Proposal shall have been publicly announced (or otherwise communicated to the

Parent Board) at any time after the date of this Agreement and (if made or communicated publicly) not publicly withdrawn at least

five (5) Business Days prior to the date of termination or, with respect to clause (C), prior to the Parent Stockholders Meeting,

and (y) within twelve (12) months after the date of such termination, a transaction in respect of a Competing Proposal is

consummated or Parent enters into a definitive agreement in respect of a Competing Proposal (which, in each case, need not be the

same Competing Proposal that was made, disclosed or communicated prior to the termination hereof), then Parent shall be obligated to

pay the Termination Fee on the third Business Day following the earlier of the date Parent enters into a definitive agreement in

respect of such Competing Proposal and the date Parent consummates such transaction; provided that, solely for purposes of

this Section 9.3(b)(ii), the term “Competing Proposal” shall have the meaning set forth in Section

7.9(g)(i), except that all references to 20% shall instead refer to 50%.

(c)

Without limiting Section 9.3(b), in the event that this Agreement

(i) is terminated by the Company or Parent pursuant to Section 9.1(f), or (ii) is terminated pursuant to any other sub section

of ‎Section 9.1 and, at such time, the Company was entitled to terminate this Agreement pursuant to ‎Section 9.1(f),

then Parent shall reimburse the Company (or such other member of the Company Group as the Company may elect) for all out-of-pocket expenses

incurred by the Company or any member of the Company Group in connection with the transactions contemplated by this Agreement or the Transaction

Documents, for all such expenses (excluding any VAT which is recoverable by any member of the Company Group) in an amount up to $75,000,000,

by wire transfer of immediately available funds to an account or accounts specified by the Company (such reimbursement, the “Expense

Reimbursement”), on the third (3rd) Business Day following delivery by the Company to Parent of a written statement setting

forth the amount of the foregoing expenses; provided that such reimbursement, to the extent paid, shall be credited on a dollar-for-dollar

basis against any Termination Fee that becomes payable by Parent to the Company (or such other member of the Company Group as the Company

may elect) pursuant to ‎Section 9.3(b); provided, further, that with respect to the prior clause (ii), if the Termination

Fee is payable in connection with a termination of this Agreement, the Termination Fee and not the Expense Reimbursement shall be payable

with respect to such termination.

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(d)          The

payment of the Termination Fee or the Expense Reimbursement shall be compensation and liquidated damages for the loss suffered by

the Company as a result of the failure of the Mergers to be consummated and to avoid the difficulty of determining damages under the

circumstances. Each of the Parties acknowledges that neither the Termination Fee nor the Expense Reimbursement is intended to be a

penalty, but rather, represents liquidated damages in a reasonable amount that will compensate the Company in the circumstances in

which such Termination Fee or Expense Reimbursement is due and payable and which do not involve Fraud or Willful Breach, for the

efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on

the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible

to calculate with precision. Each Party further agrees that the agreements contained in this Section 9.3 are an integral part

of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this

Agreement. Accordingly, if Parent fails to pay any amounts due under this Section 9.3 and, in order to obtain such payment,

the Company commences a suit that results in a judgment against Parent for such amounts, Parent shall pay interest on such amounts

from the date payment of such amounts was due to the date of actual payment at the rate equal to the prime rate published in the Wall

Street Journal for the relevant period, together with the costs and expenses of the Company (including reasonable legal fees and

expenses) in connection with such suit. Subject to Section 9.2, payment by Parent of the Termination Fee or the Expense

Reimbursement shall be the sole and exclusive remedy of the Company and SpinCo against Parent, Merger Subs and their respective

Subsidiaries in circumstances where the Termination Fee or the Expense Reimbursement is payable hereunder (except, in the case of

the Expense Reimbursement, where the Termination Fee is payable); provided however, that payment of the Termination Fee or

the Expense Reimbursement shall not relieve any of the foregoing from any liability or damage resulting from Fraud or Willful Breach

of any of its representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding anything to the

contrary, nothing in this Agreement, including this Section 9.3, shall in any way limit the provisions of Section

10.8.

(e)

The Parties acknowledge and agree that in no event shall Parent be required to pay more than one Termination Fee or more than one

Expense Reimbursement and following the full payment of the Termination Fee, no Expense Reimbursement shall be payable by Parent.

Article

MISCELLANEOUS

Section 10.1

Non-Survival of Representations, Warranties and

Agreements. 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 First Merger Effective

Time in accordance with their terms and all other obligations, covenants and agreements herein and therein shall terminate and shall not

survive the Closing. None of the representations or warranties in this Agreement or in any certificate or instrument delivered pursuant

to this Agreement shall survive the First Merger 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 First Merger Effective

Time, Parent 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 Business Assets, which

information shall no longer be considered “Confidential Information” for purposes thereof.

128

Section 10.2         Governing

Law; 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; provided that any claims,

disputes, controversies or causes of action based upon, arising out of or relating to the internal affairs of Parent (including in

respect of the Parent Share Issuance and the statutory standards of conduct of the Parent Board referenced in Section 7.9)

shall be governed by and construed in accordance with the Laws of the State of Maryland. 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 and any appellate court

therefrom, or, solely to the extent such court declines subject-matter jurisdiction, any state court of the State of Delaware and

any appellate court therefrom, or, if under applicable Law, exclusive jurisdiction over such matter is vested in the federal courts,

any federal court in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By

executing and delivering this Agreement, each of the Parties irrevocably: (i) 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 hereto 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:

if to the Company or SpinCo, to:

Unilever PLC

100 Victoria Embankment,

London, EC4Y 0DY, UK

Attention: ***

Email:

***

129

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

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Telephone: (212) 403-1000

Attention:         Benjamin M. Roth, Esq.

Jenna E. Levine, Esq.

Ahsan

M. Barkatullah, Esq.

Email:                 BMRoth@wlrk.com

JELevine@wlrk.com

AMBarkatullah@wlrk.com

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

Clifford Chance

Two Manhattan West

New York, NY 10001

Attention:         Melissa Fogarty, Esq.

Dominic Ross, Esq.

Email:                Melissa.Fogarty@cliffordchance.com

Dominic.Ross@cliffordchance.com

if to Parent, to:

McCormick & Company, Inc.

24 Schilling Road, Suite 1

Hunt Valley, MD 21031

Attention: ***

Email: ***

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

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Glenn P. McGrory; Charles W.

Allen

E-mail: gmcgrory@cgsh.com; callen@cgsh.com

130

and

Cleary Gottlieb Steen & Hamilton LLP

2 London Wall Place

London EC2Y 5AU, England

Attention: Dan Tierney

E-mail: dtierney@cgsh.com

and

Hogan Lovells International LLP

Atlantic House

Holborn Viaduct

London EC1A 2FG, England

Attention: Tom Brassington; Caitlin

Weeks

E-mail: tom.brassington@hoganlovells.com;

caitlin.weeks@hoganlovells.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 (including

the Exhibits and Schedules hereto), 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 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).

Section 10.6

Amendments and Waivers.

(a)

Any Party may, at any time prior to the Closing, by action taken by its board of directors, or officers thereunto duly authorized,

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; provided, that after the Parent Stockholder Approval has been obtained,

no amendment or waiver shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of Parent

without such further approval or adoption. 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.

131

(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; provided, that any amendments

or modifications of this Section 10.6(b) or Sections 10.2, 10.7 or 10.12, to the extent adversely affecting

any of the Parent Lenders, may not be amended without the prior written consent of each of the Parent Lenders.

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, 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 hereto, and no former, current or future Affiliates, officers,

directors, managers, employees, equityholders, lenders, financing sources (including the Parent Lender Parties), 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 hereto or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Such Persons who

are not Parties hereto are third party beneficiaries of Section 10.2, Section 10.6, Section 10.9 and this Section

10.7(b) and, solely in the case of the Parent Lender Parties, Section 10.12. For the avoidance of doubt, this Section 10.7(b)

shall not affect (a) the rights of the Persons party to the Debt Commitment Letter to enforce the Debt Commitment Letter in accordance

with its terms; or (b) the rights and obligations of the Parties hereto set forth in Section 7.6.

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.

132

(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.

the extent either party hereto brings any Action to enforce specifically the performance of the terms and provisions of this Agreement

in accordance with this Section 10.8, the Outside Date shall automatically be extended by (i) the amount of time during which such

Action is pending, plus 20 Business Days, or (ii) such other time period established by the court presiding over such Action.

Section 10.9

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, 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 10.10       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 10.10.

NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 10.10 WILL

NOT BE FULLY ENFORCED IN ALL INSTANCES.

133

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, the Separation and Distribution Agreement or the Asset Purchase Agreement to the contrary, each of Parent

and the Company, on behalf of itself and its Subsidiaries and its Affiliates, and their respective Representatives (other than, in the

case of the Parent, and after the Closing Date, SpinCo and its Subsidiaries, in each case to the extent it is party to the Debt Commitment

Letter or the applicable Financing Agreement, with respect to clauses (g) and (h) below and/or to the extent otherwise provided in the

Debt Commitment Letter or the applicable Financing Agreement):

(a)

agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Parent Lender

Parties, arising out of or relating to, this Agreement, the Separation and Distribution Agreement or the Asset Purchase Agreement, the

Financing, the Permanent Financing or any of the agreements (including the Debt Commitment Letter and any Financing Agreement) entered

into in connection with the Financing or the Permanent Financing or any of the transactions contemplated by this Agreement, the Separation

and Distribution Agreement or the Asset Purchase Agreement or the agreements entered into in connection with the Financing or the Permanent

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, except as otherwise provided in the Debt

Commitment Letter, any Financing Agreement or other applicable definitive document relating to the Financing or Permanent 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 Parent Lender Party in any way arising out of or relating to, this Agreement, the Separation and Distribution

Agreement or the Asset Purchase Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter, any Financing Agreement

or any of the transactions contemplated by this Agreement, the Separation and Distribution Agreement or the Asset Purchase Agreement or

the Debt Commitment Letter or any Financing Agreement or the performance of any services under the Debt Commitment Letter or any Financing

Agreement in any forum other than any federal or state court in the Borough of Manhattan, New York, New York;

134

(d)

agrees that service of process upon such persons in any such proceeding shall be effective if notice is given in accordance with

Section 10.3;

(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 Parent Lender Party in any way arising out of or relating to, this Agreement, the Separation and Distribution Agreement

or the Asset Purchase Agreement, the Financing, the Permanent Financing, the Debt Commitment Letter, any Financing Agreement or any of

the transactions contemplated by this Agreement, the Separation and Distribution Agreement or the Asset Purchase Agreement or the Debt

Commitment Letter or any Financing Agreement or the performance of any services under the Debt Commitment Letter or any Financing Agreement;

(g)

agrees that none of the Parent Lender Parties will have any liability to it or any of its Subsidiaries or any of its respective

Affiliates or Representatives (other than, following the Closing Date, Parent and SpinCo and their respective Subsidiaries in accordance

with the terms of the Financing, the Permanent Financing, the Debt Commitment Letter or any Financing Agreement, in each case, to the

extent it is a party thereto) relating to or arising out of this Agreement, the Financing, the Permanent Financing, the Debt Commitment

Letter or any of the transactions contemplated by this Agreement or the Debt Commitment Letter or the performance of any services under

the Debt Commitment Letter, whether in law or in equity, whether in contract or in tort or otherwise;

(h)

hereby waives any and all claims and causes of action against the Parent Lender Parties relating to or arising out of this Agreement,

the Separation and Distribution Agreement or the Asset Purchase Agreement, the Financing, the Permanent Financing, the Debt Commitment

Letter, any Financing Agreement or any of the transactions contemplated by this Agreement, the Separation and Distribution Agreement or

the Asset Purchase Agreement ,the Debt Commitment Letter or any Financing Agreement or the performance of any services under the Debt

Commitment Letter or any Financing Agreement, whether in law or in equity, whether in contract or in tort or otherwise; and

(i)

agrees that the Parent Lender Parties are express third-party beneficiaries of, and may enforce, any of the provisions in this

Agreement reflecting the foregoing agreements in this Section 10.12, and such provisions and the definitions of “Parent Lenders”

and “Parent Lender Parties” (and any other provisions of this Agreement to the extent a modification thereof would affect

the substance of any of the foregoing) shall not be amended in any way adverse to the Parent Lender Parties without the prior written

consent of the applicable Parent Lenders (not to be unreasonably withheld, conditioned or delayed).

[Signature page follows.]

135

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.

Unilever PLC

By:

/s/ Srinivas Phatak

Name:

Srinivas Phatak

Title:

Director

Unilever Alpha HoldCo B.V.

By:

/s/ S.P. de Buck

Name:

S.P. de Buck, as a management board member of Unilever Alpha HoldCo B.V.

By:

/s/ Saswata Mukherjee

Name:

S. Mukherjee, as a management board member of Unilever Alpha HoldCo B.V.

Sandman Corporation

By:

/s/ Jeffrey Eglash

Name:

Jeffrey Eglash

Title:

President

McCormick & Company, Incorporated

By:

/s/ Brendan M. Foley

Name:

Brendan M. Foley

Title:

Chairman, President, and Chief Executive Officer

Morpheus Merger Sub I Corp.

By:

/s/ Chris Wirth

Name:

Chris Wirth

Title:

President and Treasurer

Morpheus Merger Sub II, LLC

By:

/s/ Chris Wirth

Name:

Chris Wirth

Title:

President and Treasurer

EX-2.2 — SEPARATION AND DISTRIBUTION AGREEMENT

EX-2.2

Filename: ex2-2.htm · Sequence: 3

McCormick & Co Inc. 8-K/A

Exhibit

2.2

Execution

Version

SEPARATION

AND DISTRIBUTION AGREEMENT

BY AND AMONG

UNILEVER

PLC,

SANDMAN CORPORATION,

UNILEVER

ALPHA HOLDCO B.V.

AND

MCCORMICK

& COMPANY, INC.

March 31, 2026

TABLE

OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Certain

Definitions

Section 1.2

Other

Terms

ARTICLE II THE REORGANIZATION

Section 2.1

Transfer

of Assets and Assumption of Liabilities Prior to the Distribution

Section 2.2

Allocation

of Assets

Section 2.3

Allocation

of Liabilities

Section 2.4

Non-Transferred

and Delayed Transferred Assets and Liabilities

Section 2.5

Shared

Contracts

Section 2.6

Termination

of Intercompany Contracts; Settlement of Intercompany Payables and Receivables

Section 2.7

Certain

Adjustments

Section 2.8

Wrong

Pockets; Mail and Other Communications; Payments

Section 2.9

Disclaimer

of Representations and Warranties

Section 2.10

Termination

of Certain Overhead and Shared Services

Section 2.11

Real

Property Matters

Section 2.12

Intellectual

Property Rights Matters

Section 2.13

Bank

Accounts; Cash Balances

Section 2.14

Separation

Committee

Section 2.15

Bulk

Sales

Section 2.16

Works

Council Matters

Section 2.17

Purchase

Price Allocation

Section 2.18

Permits

ARTICLE III THE DISTRIBUTION

Section 3.1

Actions

at or Prior to the Distribution Time

Section 3.2

Conditions

Precedent to the Distribution

Section 3.3

The

Distribution

Section 3.4

Authorization

of SpinCo Common Stock to Accomplish the Distribution

ARTICLE IV EXCHANGE OF INFORMATION

Section 4.1

Delivery

of SpinCo Business Records

Section 4.2

Agreement

for Exchange of Information

Section 4.3

Ownership

of Information

Section 4.4

Record

Retention

Section 4.5

Limitations

of Liability

Section 4.6

Other

Agreements Providing for Exchange of Information

Section 4.7

Production

of Witnesses; Records; Cooperation

Section 4.8

Privileged

Matters

ARTICLE V RELEASES

Section 5.1

Release

of Pre-Distribution Claims

ARTICLE VI INDEMNIFICATION,

GUARANTEES AND LITIGATION

Section 6.1

General

Indemnification by SpinCo

Section 6.2

General

Indemnification by Dutch HoldCo

Section 6.3

Contribution

Section 6.4

Indemnification

Obligations Net of Insurance Proceeds and Other Amounts

Section 6.5

Certain

Matters Relating to Indemnification of Third-Party Claims

Section 6.6

Additional

Matters

Section 6.7

Exclusive

Remedy

Section 6.8

Survival

of Indemnities

Section 6.9

Management

of Actions

Section 6.10

Settlement

of Actions

Section 6.11

Limitation

on Certain Damages

ARTICLE VII OTHER AGREEMENTS

Section 7.1

Further

Assurances

Section 7.2

Confidentiality

Section 7.3

Insurance

Matters

Section 7.4

Transaction

Expenses

Section 7.5

Conflict

with Transaction Documents

Section 7.6

Interest

on Payments

Section 7.7

Cooperation;

Transaction Documents

Section 7.8

Sanctions

and Trade Controls Compliance

Section 7.9

Certain

Tax Matters.

ARTICLE VIII DISPUTE RESOLUTION

PROCEDURES

Section 8.1

Disputes

Section 8.2

Escalation;

Mediation

Section 8.3

Court

Actions

Section 8.4

Conduct

during Dispute Resolution Process

ARTICLE IX MISCELLANEOUS

Section 9.1

Corporate

Power; Facsimile Signatures

Section 9.2

Survival

of Covenants

Section 9.3

Governing

Law; Submission to Jurisdiction

Section 9.4

Notices

Section 9.5

Headings

Section 9.6

Entire

Agreement

Section 9.7

Amendment

Section 9.8

Waivers

of Default

Section 9.9

Assignment;

No Third-Party Beneficiaries

Section 9.10

Specific

Performance

Section 9.11

Waiver

of Jury Trial

-2-

Section 9.12

Severability

Section 9.13

Counterparts

Section 9.14

Force

Majeure

Section 9.15

Termination

Section 9.16

Public

Announcements

Section 9.17

Rules

of Construction

Section 9.18

Performance

-3-

EXHIBITS

Exhibit

Accounting

Principles

Exhibit

Form

of Asset Purchase Agreement

Exhibit

Data

Sharing Principles

Exhibit

Form

of Tax Matters Agreement

Exhibit

Manufacturing

Services Agreements Term Sheet

Exhibit

Asset

Usage Agreements Term Sheet

Exhibit

Reverse

Manufacturing Services Agreements Term Sheet

Exhibit

Reverse

Asset Usage Agreements Term Sheet

Exhibit

Balance

Sheet Mapping

Exhibit

French

Put Option Agreement

Exhibit

Dutch

Put Option Agreement

SCHEDULES

Schedule

1.1(38)

Establishment

Costs; Separation Costs

Schedule

1.1(42)

Excluded

Businesses

Schedule

1.1(43)

Excluded

Entity

Schedule

1.1(58)

Intellectual

Property SpinCo Agreement Term Sheets

Schedule

1.1(74)

Overhead

and Shared Services

Schedule

1.1(92)

Restricted

Cash Jurisdiction

Schedule

1.1(104)

Separation

Step Plan

Schedule

1.1(107)

Specified

Entities

Schedule

1.1(111)

SpinCo

Contracts

Schedule

1.1(117)

SpinCo

Leased Real Property

Schedule

1.1(120)

SpinCo

Owned Real Property

Schedule

1.1(123)

Split

Sites

Schedule

2.1(c)(iii)

Separation

Plan Process

Schedule

2.2(a)(vii)(A)

Registered

Schedule

2.2(a)(vii)(B)

Selected

In-Perimeter Brands

Schedule

2.2(a)(xv)

Additional

SpinCo Assets

Schedule

2.2(b)(xxii)

Additional

Excluded Assets

Schedule

2.6(a)

Intercompany

Contracts Not Terminated

Schedule

2.6(b)

Intercompany

Balances Not Eliminated

Schedule

2.7(a)(viii)

Target

Net Working Capital

-4-

Schedule

2.11

Real

Estate License Agreements Principles

Schedule

6.9(a)

SpinCo

Controlled Actions

Schedule

6.9(b)

Company

Controlled Actions

Schedule

6.9(d)

Mixed

Actions

Schedule

7.7

Principles

for agreeing Transitional Services Agreement, IOM Agreements, Toll Manufacturing Agreement, Data Sharing Agreement and other

Commercial Agreements

Schedule

7.9

Certain

Tax Matters

-5-

SEPARATION

AND DISTRIBUTION AGREEMENT

This

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2026 (this “Agreement”), is by and among:

(i)

Unilever PLC, a company incorporated under the laws of, and registered in, England and Wales (the “Company”);

(ii)

Sandman Corporation, a Delaware corporation and subsidiary of the Company (“SpinCo”);

(iii)

Unilever Alpha HoldCo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated

under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number 42017560 (“Dutch

HoldCo”); and

(iv)

McCormick & Company, Incorporated, a Maryland corporation (“Parent”).

Certain

terms used in this Agreement are defined in Section 1.1.

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 and Dutch HoldCo intend to separate the SpinCo Business from the Company Business and to cause the SpinCo Assets to

be transferred to SpinCo and other members of the SpinCo Group or to Parent or any of its Subsidiaries and to cause the SpinCo

Liabilities to be assumed by SpinCo and other members of the SpinCo Group or by Parent or any of its Subsidiaries, upon the terms

and subject to the conditions set forth in this Agreement;

WHEREAS,

the Company will transfer the Distribution Percentage of the outstanding shares of the common stock, $0.01 par value, of SpinCo

(the “SpinCo Common Stock”) to the Company’s shareholders on a pro rata basis by way of an interim

dividend in specie (the “Distribution”);

WHEREAS,

provided that the Company has not made the U.S. Asset Sale Election, for U.S. federal income Tax purposes, it is intended that

(i) each Internal Distribution and the Distribution qualify as generally tax-free distributions for purposes of Section 368(a)(1)(D)

and/or Section 355(a) of the Code; (ii) all of the stock distributed pursuant to each Internal Distribution is “qualified

property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code (and Section 355(e) of the Code does not apply

to cause any such stock distributed pursuant to an Internal Distribution to be treated as other than “qualified property”);

(iii) this Agreement constitutes, and is hereby adopted as, a “plan of reorganization” for purposes of Section

368(a) of the Code; and (iv) each Separate Transfer (as defined herein) qualify as a taxable sale or exchange;

-6-

WHEREAS,

pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and

among the Company, SpinCo, Dutch HoldCo, Parent, Morpheus Merger Sub I Corp., a Delaware corporation and a direct, wholly-owned

Subsidiary of Parent (“Merger Sub”), and Morpheus Merger Sub II, LLC, a Delaware limited liability company

and a direct, wholly-owned Subsidiary of Parent (“Merger Sub II”), immediately following the Distribution,

Merger Sub I will merge with and into SpinCo (the “First Merger”) and all shares of SpinCo Common Stock will

be converted into the right to receive shares of common stock, par value $0.01 per share, of Parent and common stock non-voting,

par value $0.01 per share, of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement, and immediately

following the First Merger, SpinCo shall merge with and into Merger Sub II, with Merger Sub II surviving the merger (such merger,

together with the First Merger, the “Mergers”);

WHEREAS,

the Board of Directors of the Company (the “Company Board”) and the Board of Directors of SpinCo have approved

this Agreement and the transactions contemplated hereby, including the Reorganization, the Distribution and the Mergers, subject

to such further action of the Company Board as may be required, if applicable, to establish the Record Date and the Distribution

Date, and the effectiveness of the Distribution (which will be subject to the satisfaction or permitted waiver of the conditions

set forth in this Agreement); and

WHEREAS,

each of the Company, Dutch HoldCo and SpinCo has determined that it is appropriate and desirable to set forth the principal corporate

transactions required to effect the Reorganization, the Distribution and certain other agreements that will govern certain matters

relating to the Reorganization, the Distribution and the ongoing relationship of the Company, Dutch HoldCo and SpinCo and their

respective Subsidiaries following the Distribution.

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)

“Accounting Principles” means the accounting principles, policies, methods and procedures set forth in Exhibit

(2)

“Action” means any claim, action, suit, litigation, arbitration, mediation, inquiry, investigation or other

proceeding, in each case, by any Person or Governmental Authority, in each case, before, heard by or otherwise involving as a

party any Governmental Authority.

-7-

(3)

“Active Business” has the meaning set forth in the Tax Matters Agreement.

(4)

“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, means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through

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.

(5)

“Approvals or Notifications” means any consents, waivers, licenses, approvals, permits or authorizations to

be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including

any Governmental Authority.

(6)

“Asset Purchase Agreement” means the asset purchase agreement to be entered into by and among the Company,

Dutch HoldCo and Parent, in the form attached hereto as Exhibit B, with such changes as shall be agreed by the Parties.

(7)

“Asset Usage Agreements” or “AUA” means each asset usage agreement that is finalized in

accordance with the applicable Term Sheet and Schedule 7.7, entered into or to be entered into by and between a member

of the Company Group and a member of the Parent Group at or prior to the Distribution Time.

(8)

“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 (including goodwill), 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; (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 Rights 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.

-8-

(9)

“ATB Companies” has the meaning set forth in the Tax Matters Agreement.

(10)

“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.

(11)

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

(12)

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

(13)

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

(14)

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

(15)

“Commercial Agreements” means the Manufacturing Services Agreements, Asset Usage Agreements, Reverse Manufacturing

Services Agreements, Reverse Asset Usage Agreements and Toll Manufacturing Agreements.

(16)

“Company Barcodes” means any UPC, EAN, IAN, QR Code or other symbol (each a “Barcode”) that is

used to identify a product to which it is affixed which represents or incorporates data or coding that is specific to, represents

or identifies Company or any of its Subsidiaries in addition to other data and coding and which data or coding is included in

a range of Barcodes (i) where the range cannot be assigned, transferred or amended so as to cease it being specific to, representative

of or identifying Company or any of its Subsidiaries; or (ii) part of the range is used on other products of the Company Business.

(17)

“Company Branding” means, collectively, (i) the Company Trademarks, (ii) Trademarks, Internet Properties, Copyrights,

Designs and design patents owned by or licensed to any of the Company or any of its Subsidiaries immediately prior to the Distribution

Time (other than Trademarks, Copyrights, Designs and design patents included in the SpinCo Intellectual Property) in the trade

dress, look-and-feel, visual identity or appearance of the products (including such products as found at https://www.unilever.com/)

(and their packaging) sold under any of the Company Trademarks immediately prior to the Distribution Time; and (iii) Company Barcodes.

(18)

“Company Business” means the businesses, operations and activities conducted (i) at any time prior to, on or

after the Distribution Time by any member of the Company Group or (ii) prior to the Distribution Time, by any member of the SpinCo

Group that is a Subsidiary of the Company prior to the Distribution Time, in each of case (i) and (ii) that are not included in

the SpinCo Business.

(19)

“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.

-9-

(20)

“Company Logos” means the logos (and Copyrights therein) owned by the Company consisting of stylized figurative

representations of the letter “U” such as the following:

(and

any confusingly similar representations) and other such logos (and Copyrights therein) owned by the Company consisting of, containing

or incorporating stylized figurative representations of “UNILEVER” (including in combination with the letter “U”)

or that do not otherwise fall within SpinCo Intellectual Property.

(21)

“Company Ordinary Shares” means ordinary shares of the Company with a nominal value of 3 1/2 pence.

(22)

“Company Trademarks” means any Trademark owned by or licensed to any of the Company or any of its Subsidiaries

immediately prior to the Distribution Time (other than the Trademarks included in the SpinCo Intellectual Property), including

the name “UNILEVER” and any Trademark and Internet Properties consisting of, containing or incorporating “UNILEVER”,

in each case, together with all derivatives, formatives and variations thereof, including “UNILEVER” FOOD SOLUTIONS

and all Designs, design patents and logos (and Copyrights therein) associated therewith and all parts of any of the foregoing

(other than such Designs, design patents and logos (and Copyrights therein) and all parts thereof included in the SpinCo Intellectual

Property); provided that the mark “FOOD SOLUTIONS” shall not comprise a Company Trademark where it is not combined

with “UNILEVER”.

(23)

“Contract” means any 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, that is, in each case, legally binding.

(24)

“Data Sharing Agreement” has the meaning given to it in Schedule 7.7.

(25)

“Data Sharing Principles” means the principles attached as Exhibit C.

(26)

“Dedicated Food Entities” means the entities set forth on Appendix 3 to the Separation Step Plan.

(27)

“Disclosure Documents” means (a) any registration statement to be filed by SpinCo with the SEC or other applicable

Governmental Authority 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, prospectus, offering memorandum, circular, 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 the transactions contemplated hereby.

(28)

“Distribution Agent” means the Company’s registrar or other qualified entity selected by the Company.

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(29)

“Distribution Date” means the date on which the Company transfers the Distribution Percentage of the issued

and outstanding SpinCo Common Stock as of immediately prior to the Distribution Time to the holders of Company Ordinary Shares

in connection with the Distribution.

(30)

“Distribution Percentage” means (x) if a 100% Distribution Election (as defined in the Merger Agreement) is

not made by the Company, 84.77% as adjusted in the event of a U.S. Asset Sale Election (as defined in the Merger Agreement) so

as to cause the shares of Parent Common Stock received as consideration in any asset sale pursuant to the U.S. Asset Sale Election,

when aggregated with any shares of Parent Common Stock received in the First Merger (as defined in the Merger Agreement) in exchange

for Retained Shares (as defined in the Merger Agreement), to not exceed the number of shares of Parent Common Stock that would

have been held by DutchCo immediately following the First Merger Effective Time had neither a U.S. Asset Sale Election nor a 100%

Distribution Election been made; and (y) if a 100% Distribution Election is made by the Company, 100%.

(31)

“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 Company and Parent.

(32)

“Dutch SpinCo Assets” means the SpinCo Assets of the Dutch SpinCo Business.

(33)

“Dutch SpinCo Business” means the SpinCo Business conducted in the Netherlands.

(34)

“Dutch SpinCo Liabilities” means the SpinCo Liabilities of the Dutch SpinCo Business.

(35)

“Employee Matters Agreement” means the Employee Matters Agreement entered into by and among Parent, the Company, SpinCo

and DutchCo as of the date hereof.

(36)

“Environmental Law” means any Law relating to pollution or protection of the environment or human health.

(37)

“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 determination of Liability and indemnity, contribution

or similar obligations and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith)

relating to, arising out of or resulting from any actual or alleged (i) compliance or noncompliance with any Environmental Law

or Permit required by Environmental Law, (ii) generation, use, storage, manufacture, processing, recycling, labeling, handling,

possession, management, treatment, transportation, distribution, emission, discharge or disposal of any Hazardous Substance, (iii)

presence, Release or threatened Release of, or exposure to, any Hazardous Substance, or (iv) any Action or claim under Environmental

Law relating to the foregoing.

-11-

(38)

“Establishment Costs” means the costs indicated as “Establishment Costs” on Schedule 1.1(38),

together with any other costs that are determined to be Establishment Costs by the Separation Committee.

(39)

“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.

(40)

“Euronext Amsterdam” has the meaning set forth in the Merger Agreement.

(41)

“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.

(42)

“Excluded Businesses” means any business, operations or activities set forth in Schedule 1.1(42).

(43)

“Excluded Entity” means the entity listed on Schedule 1.1 (43).

(44)

“FCA” means the UK Financial Conduct Authority.

(45)

“Financing” has the meaning set forth in the Merger Agreement.

(46)

“First Merger Effective Time” has the meaning set forth in the Merger Agreement.

(47)

“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, 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.

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.

(48)

“French SpinCo Assets” means the SpinCo Assets of the French SpinCo Business.

(49)

“French SpinCo Business” means the SpinCo Business conducted in France.

(50)

“French SpinCo Liabilities” means the SpinCo Liabilities of the French SpinCo Business.

-12-

(51)

“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.

(52)

“Group” means the Company Group, the SpinCo Group or the Parent Group, as the context requires.

(53)

“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), radon, asbestos, radioactive materials, per- and polyfluoroalkyl substances

and polychlorinated biphenyls.

(54)

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards

Board (IASB) and UK-adopted international accounting standards.

(55)

“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.

(56)

“Insurance Proceeds” means those monies (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 or similar program.

-13-

(57)

“Intellectual Property Rights” means any and all intellectual property or industrial property rights (created

or arising in any jurisdiction anywhere in the world, whether registered or unregistered and whether under common law, statute

or otherwise) including such rights in and to: (i) patents, utility models, statutory invention registrations, certificates of

invention, design patents and similar or equivalent rights in inventions, all related continuations, continuations-in-part, divisionals,

reissues, reexaminations, substitutions, and extensions thereof, and all rights therein provided by international treaties and

conventions, and including any registrations, applications for registration and all extensions and renewals for any of the foregoing

(“Patents”) and rights in inventions (whether or not patentable); (ii) trademarks, certification marks, service

marks, geographical indications, slogans, trade dress, trade names, service names and logos, including all goodwill associated

therewith, and all other designations of origin, in each case whether or not registered, and registrations, applications for registration

and all extensions and renewals for any of the foregoing (“Trademarks”); (iii) all rights (excluding Patents,

Trademarks and Copyrights in the same), including any sui generis rights, in or protecting any designs, in each case whether

or not registered, and registrations and applications for registration and all extensions and renewals for any of the foregoing

(“Designs”); (iv) all rights associated with domain names, uniform resource locators, Internet Protocol addresses,

social media accounts or handles, and other names, identifiers, and locators associated with Internet addresses, sites, and services,

and including any applications for any of the foregoing (“Internet Properties”); (v) trade secret rights and

rights in Know-How and any other confidential or proprietary business or technical information, that derive independent economic

value, whether actual or potential, from not being known to other persons; (vi) copyrights and any other equivalent rights in

works of authorship or copyrightable subject matter (including rights in Software as a work of authorship and any sui generis

rights in databases) and any other related rights of authors, including any arising under any treaties or conventions, in

each case whether or not registered, and registrations, applications for registration and all extensions and renewals for any

of the foregoing (“Copyrights”); (vii) all other similar or equivalent intellectual property or proprietary

rights anywhere in the world; and (viii) all actions and rights to sue at law or in equity, and to any remedies thereto, for any

past, present or future infringement, misappropriation or other violation of any of the foregoing.

(58)

“Intellectual Property SpinCo Agreements” means each agreement addressing Intellectual Property Rights matters

that is finalized in accordance with the applicable term sheets set forth in Schedule 1.1(58), that is entered into or

to be entered into by and between a member of the Company Group, a member of the SpinCo Group and (if applicable) a member of

the Parent Group at or prior to the Distribution Time.

(59)

“Internal Asset Sales” means each transaction identified as such in the Separation Step Plan.

(60)

“Internal Distribution” means each transaction identified as such in the Separation Step Plan.

(61)

“Inventory” means all raw materials, parts, supplies, goods, materials, works-in-process, finished goods, inventory,

packaging and stock in trade.

(62)

“IOM Accounts Payable” means the accounts payable which relate exclusively to the SpinCo Business arising

under an IOM Agreement.

(63)

“IOM Accounts Receivable” means the accounts receivable which relate exclusively to the SpinCo Business arising

under an IOM Agreement.

(64)

“IOM Agreements” has the meaning given to it in Schedule 7.7.

(65)

“IP Action” means any Intellectual Property Rights registry proceeding, administrative proceeding, court proceeding

or other Action in respect of or asserting any Intellectual Property Rights concerning: (i) the opposition, revocation, proprietorship,

invalidity or other challenge of or to Intellectual Property Rights; or (ii) the infringement, misappropriation, unauthorized

use or other violation of Intellectual Property Rights.

-14-

(66)

“IRS” means the U.S. Internal Revenue Service.

(67)

“IT Assets” means all systems, networks and other tangible information technology, including computers, servers,

workstations, tablets, phones, servers, blades, peripheral devices, data centers, and equipment and infrastructure related to

the foregoing.

(68)

“Know-How” means all confidential, industrial, commercial or proprietary

information, knowledge or data, in each case, in any form and not in the public domain, including trade secrets, know-how and

technical data, including any that comprise commercial, industrial, financial, business, scientific, technical, economic or engineering

information and instructions, including any confidential or proprietary raw materials, material lists, raw material specifications,

manufacturing or production files or specifications, plans, drawings, blueprints, quality assurance and control procedures, simulation

capability, research data, manuals, compilations, reports including technical reports and research reports, analyses, formulas,

formulations, recipes, designs, prototypes, methods, techniques, processes, research, development, manufacturing, financial, marketing

and business data, pricing and cost information, customer and supplier lists and information, procedures, ideas, inventions and

invention disclosure documents, in each case, other than Patents and IT Assets.

(69)

“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.

(70)

“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).

(71)

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

(72)

“Manufacturing Services Agreements” or “MSA” means each manufacturing service agreement

that is finalized in accordance with the applicable Term Sheet and Schedule 7.7, entered into or to be entered into by

and between a member of the Company Group and a member of the Parent Group at or prior to the Distribution Time.

(73)

“Outside Date” has the meaning set forth in the Merger Agreement.

(74)

“Overhead and Shared Services” means the ancillary, proprietary or corporate shared services that, in each

case, are provided in the ordinary course to, or used in, both the SpinCo Business and the Company Business, including the services

and processes described in Schedule 1.1(74), but, for avoidance of doubt, excluding such services consisting of the provision

of IT Assets by a third party to both the SpinCo Business and the Company Business pursuant to any Shared Contract.

-15-

(75)

“Parent Group” means Parent and each Person that is or becomes a Subsidiary of Parent (including, after the

First Merger Effective Time, SpinCo and the other members of the SpinCo Group).

(76)

“Party” means the Company, Dutch HoldCo, SpinCo or Parent, as appropriate, and “Parties”

means the Company, Dutch HoldCo, SpinCo and Parent.

(77)

“Permanent Financing” has the meaning set forth in the Merger Agreement.

(78)

“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.

(79)

“Pillar Two Law” has the meaning set forth in the Tax Matters Agreement.

(80)

“Pillar Two Taxes” has the meaning set forth in the Tax Matters Agreement.

(81)

“Privileged Information” means any information, in written, oral, electronic or other tangible or intangible

forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other

materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member

of its Group would be entitled to assert or have asserted a privilege or other protection, including the attorney-client and attorney

work product privileges.

(82)

“Real Estate License Agreement” means one or more agreements pursuant to which a member of the SpinCo Group or member

of the Company Group (as applicable) shall lease, sublease or license to a member of the SpinCo Group or member of the Company Group

(as applicable), for a period, the relevant portion of a real property owned or leased by such member of the SpinCo Group or member of

the Company Group (as applicable), with such agreement(s) to follow the Real Estate License Agreements Principles, except as otherwise

agreed among the Parties.

(83)

“Real Estate License Agreements Principles” means the principles set forth in Schedule 2.11.

(84)

“Recipient Dependencies” has the meaning given to it in Schedule 7.7.

(85)

“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 record of Company Ordinary Shares entitled to receive SpinCo Common Stock

pursuant to the Distribution.

(86)

“Registered IP” means all United States, international, convention or foreign (i) granted Patents and

pending Patent applications; (ii) registered Trademarks and pending Trademarks applications; (iii) registered Copyrights

and pending Copyright registration applications; and (iv) registered Designs and pending Design registration applications; and

(v) registered Internet Properties.

-16-

(87)

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, depositing,

escaping, leaching, disposing or dumping into the environment.

(88)

“Reorganization” means the steps taken to effect the separation of the SpinCo Business from the Company Business,

as more fully described in this Agreement and the other applicable Transaction Documents, including the steps set forth in the

Separation Step Plan.

(89)

“Replacement Parent Award” has the meaning set forth in the Merger Agreement.

(90)

“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, Excluded Liabilities or the Excluded Businesses.

(91)

“Retention” means the retention by the Company Group of shares of SpinCo Common Stock representing the Retention

Percentage of the outstanding shares of SpinCo Common Stock immediately following the Distribution, provided that if the Distribution

Percentage is 100%, there shall be no Retention.

(92)

“Restricted Cash” means (i) any SpinCo Cash to the extent that it is not freely usable by a SpinCo Entity in

the relevant jurisdiction in which it operates because such cash and cash equivalents are subject to restrictions or limitations

on use(including cash which is held in escrow or as collateral in respect of any obligation), or (ii) any SpinCo Cash that is

held in a bank account in the jurisdictions set forth on Schedule 1.1(92).

(93)

“Retention Percentage” means 100% less the Distribution Percentage.

(94)

“Reverse Asset Usage Agreements” or “RAUA” means each reverse asset usage agreement that

is finalized in accordance with the applicable Term Sheet and Schedule 7.7, entered into or to be entered into by and between

a member of the Company Group and a member of the Parent Group at or prior to the Distribution Time.

(95)

“Reverse Manufacturing Services Agreements” or “RMSA” means each reverse manufacturing service

agreement that is finalized in accordance with the applicable Term Sheet and Schedule 7.7, entered into or to be entered

into by and between a member of the Company Group and a member of the Parent Group at or prior to the Distribution Time.

(96)

“Sanctions” has the meaning set forth in the Merger Agreement.

(97)

“SEC” means the U.S. Securities and Exchange Commission.

(98)

“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.

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(99)

“Separate Transfer” means each transaction identified as such in the Separation Step Plan.

(100)

“Separate Transfer Instruments” means, collectively, the Asset Purchase Agreement, the agreements to implement

the Separate Transfers, or any conveyancing, transfer, sale or assignment agreement in connection with any of the foregoing.

(101)

“Separately Assumed Liabilities” means, collectively, all SpinCo Liabilities accepted or assumed by any member

of the SpinCo Group, or by Parent or any of its Subsidiaries, pursuant to the transactions contemplated by the Separate Transfer

Instruments.

(102)

“Separately Transferred Assets” means, collectively, all SpinCo Assets transferred, assigned, sold or conveyed

to any member of the SpinCo Group, or to Parent or any of its Subsidiaries, pursuant to the transactions contemplated by the Separate

Transfer Instruments.

(103)

“Separation Costs” means the costs indicated as “Separation Costs” on Schedule 1.1(38),

together with any other costs that are determined to be Separation Costs by the Separation Committee.

(104)

“Separation Step Plan” means (i) until such time as an updated Separation Step Plan is developed in accordance with

Section 2.1(c)(iii), the plan and structure set forth on Schedule 1.1(104), and (ii) following the development of

an updated Separation Step Plan in accordance with Section 2.1(c)(iii), such updated Separation Step Plan.

(105)

“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, in each case as of immediately

prior to the Distribution Time, that benefit both (a) the SpinCo Business and (b) the Company Business; provided that Shared Contract

excludes any Contract that is (i) in respect of real property; or (ii) provides for the usage of IT Assets or Software (except where

such Contract is primarily used or held for use in the operation of the SpinCo Business).

(106)

“Software” means (i) computer programs, including any and all software implementations of algorithms, routines,

models and methodologies, whether in source code or object code form, (ii) databases and compilations, including any and all data

and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to

design, plan, organize and develop any of the foregoing, configurations, screens, user interfaces, report formats, firmware, development

tools, templates, menus, buttons, images, videos, models and icons and (iv) all documentation, including user manuals, programmer

notes and other training documentation related to any of the foregoing.

(107)

“Specified Entities” means the entities on Schedule 1.1(107).

(108)

“SpinCo Barcode” means any UPC, EAN, IAN, QR Code or other symbol that is used to identify a product of the

SpinCo Business to which it is affixed which represents or incorporates data or coding that is specific to such product excluding

any Company Barcode.

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(109)

“SpinCo Business” means the business, operations and activities of researching and developing, manufacturing,

packaging, marketing, selling, distributing, providing services related to and conducting ancillary activities related to, products

contained within the Foods operating and reporting segment of the Company, as such business has been conducted from time to time

prior to the Distribution Time by or on behalf of any member of the Company Group or the SpinCo Group, including (x) under any

predecessor operating and reporting segment of the Company to the Foods operating and reporting segment (but only to the extent

that such predecessor operating and reporting segment conducted activities related to food products similar in nature to the products

contained within the Foods operating and reporting segment of the Company) and (y) in respect of the SpinCo Trademarks set forth

in Schedule 2.2(a)(vii)(A); provided that the SpinCo Business shall not include any Excluded Businesses.

(110)

“SpinCo Business Records” means all Books and Records to the extent related to, used in or necessary, as of

immediately prior to the Distribution Time, for the operation of the SpinCo Business, including financial, employee (including

confidentiality, non-disclosure or intellectual property assignment agreements entered into by any employee of the SpinCo Group),

litigation, accounting and other books and general business operating documents, instruments, manuals, papers, data, books, books

of account, records and files (including regulatory dossiers, correspondence and related documentation); provided that

the definition of “SpinCo Business Records” shall not include (x) any material that the Company Group is not permitted

by applicable Law to disclose or transfer to the SpinCo Group or (y) any of the Intellectual Property Rights embodied therein.

(111) “SpinCo Contract” means (a) any Contract (other than any Shared Contract, any Contract in respect of

real property or any Contract that is an Excluded Asset or Excluded Liability) 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 relates exclusively to or is used exclusively in

connection with the SpinCo Business, (b) the portion of any Shared Contract assigned or otherwise allocated to the SpinCo Group

pursuant to Section 2.5, (c) to the extent assignable, 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 and (d) the Contracts set forth in Schedule 1.1(111).

(112)

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

(113)

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

(114)

“SpinCo Entities” means all of the entities designated as Subsidiaries of SpinCo in the Separation Step Plan

as agreed by the Parties from time to time.

(115)

“SpinCo Financial Information” has the meaning set forth in the Merger Agreement.

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(116)

“SpinCo Group” means (a) prior to the Distribution Time, SpinCo, each Person that will be a Subsidiary of SpinCo

as of immediately after the Distribution Time, including the SpinCo Entities (even if, prior to the Distribution Time, such Person

is not a Subsidiary of SpinCo) and each Person proposed to be transferred, assigned, sold or conveyed (directly or indirectly)

to Parent or any of its Subsidiaries pursuant to the Separate Transfer Instruments; and (b) on and after the Distribution Time,

SpinCo, each Person that is a Subsidiary of SpinCo immediately after the Distribution Time, each other Person that becomes a Subsidiary

of SpinCo thereafter and each Person that has or is proposed to be transferred, assigned, sold or conveyed (directly or indirectly)

to Parent or any of its Subsidiaries pursuant to the Separate Transfer Instruments.

(117)

“SpinCo Leased Real Property” means the real property that is leased, subleased, licensed or sub-licensed,

as tenant, subtenant, licensee or sublicense, by a member of the Company Group or the SpinCo Group which exclusively or primarily

relates to the SpinCo Business, together with all improvements, fixtures and all appurtenances thereto and rights in respect thereof,

including the real property set forth on Schedule 1.1(117).

(118)

“SpinCo Note Distribution” means the distribution by SpinCo to Dutch HoldCo of a note with an aggregate principal

amount equal to the SpinCo Note Amount, if the SpinCo Note Amount is greater than zero.

(119)

“SpinCo Note Amount” is an amount equal to the excess of (a) $15,700,000,000 over (b) the sum of (x) the aggregate

purchase price payable to the Company and/or the other members of the Company Group pursuant to the Separate Transfer Instruments

(excluding any amount of VAT thereon, and for the avoidance of doubt, not including any amounts payable in respect of Transfer

Taxes in connection therewith, the responsibility for and the burden of such VAT and Transfer Taxes being allocated in accordance

with the Tax Matters Agreement) and (y) the principal amount of any notes issued in consideration for the Internal Asset Sales

to the extent they will remain outstanding immediately following the First Merger. For the avoidance of doubt, any amounts payable

under the Adjustment Payment Note shall not adjust the SpinCo Note Amount.

(120)

“SpinCo Owned Real Property” means the real property that is owned by a member of the Company Group or the

SpinCo Group which exclusively or primarily relates to the SpinCo Business, together with all improvements, fixtures and all appurtenances

thereto and rights in respect thereof, including the real property set forth on Schedule 1.1(120).

(121)

“SpinCo Permits” means all Permits owned, held by or granted to the Company or any of its Subsidiaries that

are (a) used primarily by the SpinCo Business, (b) owned, held by or granted to a SpinCo Entity, or (c) primarily related to operations

at the SpinCo Owned Real Property or the real property which is or will be the subject of the SpinCo Real Property Leases; provided

that any Permits shall be deemed to be Excluded Assets to the extent the transfer of any such Permits to the SpinCo Entities

in connection with the transactions contemplated by this Agreement is not permitted by applicable Law or the terms of such Permit

(subject to Section 2.4).

-20-

(122)

“SpinCo Real Property Leases” means the leases, subleases, licenses, sublicenses or other agreements with respect

to any SpinCo Leased Real Property between the Company, SpinCo or any Subsidiary of the Company or SpinCo, as tenant, subtenant,

licensee or sublicense, and any third Person, as landlord, sublandlord, licensor or sublicensor.

(123)

“Split Site” means the SpinCo Owned Real Property or SpinCo Leased Real Property interests held by the Company

or a member of the Company Group set out in Schedule 1.1(123);

(124)

“Subsidiary” means, with respect to any Person, a corporation or other entity of which more than 50% of the

voting power of the equity securities or interests that by their terms have ordinary voting power to elect a majority of the board

of directors or other similar body is owned or controlled, directly or indirectly, by such Person, or any organization of which

such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member or holds a similar role.

(125)

“Tangible and Personal Property” means all equipment, machinery, parts, spare parts, tools, molds, lab assets,

furniture or other personal property; provided, that Tangible and Personal Property does not include IT Assets and any

Technology.

(126)

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

(127)

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

(128)

“Tax Authority” has the meaning set forth in the Tax Matters Agreement.

(129)

“Tax Matters Agreement” means the Tax Matters Agreement, in substantially the form attached hereto as Exhibit D,

to be entered into at or prior to the Distribution Time by and among the Company, Dutch HoldCo, SpinCo and Parent in connection

with the Distribution and the other transactions contemplated by this Agreement, as it may be amended from time to time.

(130)

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

(131)

“Technology” means all embodiments of Intellectual Property Rights (excluding embodiments of Trademarks and

no other Intellectual Property Rights), including blueprints, designs, design protocols, documentation, specifications for materials,

specifications for parts and devices, and design tools, materials, manuals, data, databases, Software, Know-How or knowledge of

employees, relating to, embodying, or describing products, articles, apparatus, devices, processes, methods, formulae, recipes

or other technical information; provided that the definition of Technology shall not include any IT Assets, Tangible and

Personal Property, Books and Records or any Intellectual Property Rights embodied therein.

(132)

“Term Sheets” means the term sheets for the MSA, AUA, RMSA, and RAUA attached as Exhibits E, F,

G, and H to this Agreement.

(133)

“Third Party Consents” has the meaning given to it in Schedule 7.7.

-21-

(134)

“Third Party Provider Agreements” has the meaning given to it in Schedule 7.7.

(135)

“Third Party Providers” has the meaning given to it in Schedule 7.7.

(136)

“Toll Manufacturing Agreements” or “TMA” has the meaning given to it in Schedule 7.7.

(137)

“Trade Controls” has the meaning set forth in the Merger Agreement.

(138)

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

(139)

“Transfer Documents” means the Pre-Distribution Transfer Documents, the Post-Distribution SpinCo Transfer Documents

and the Separate Transfer Instruments.

(140)

“Transition Support Termination” means the effective date of the termination or expiration of the Transitional

Services Agreement or any other transition agreement entered into between members of the Company Group, on one hand, and members

of the SpinCo Group or Parent Group, on the other hand, as applicable.

(141)

“Transitional Services Agreement” means the transitional services agreement that is finalized in accordance

with Schedule 7.7, entered into or to be entered into by and between the Company and SpinCo at or prior to the Distribution

Time.

(142)

“TSA Parties” has the meaning given to it in Schedule 7.7.

(143)

“TSA Provider” has the meaning set forth in the Schedule 7.7.

(144)

“TSA Recipient” has the meaning set forth in the Schedule 7.7.

(145)

“TSA Schedule” has the meaning given to it in Schedule 7.7.

(146)

“TSA Service Charges” has the meaning given to it in Schedule 7.7.

(147)

“TSA Service” has the meaning set forth in the Schedule 7.7.

(148)

“TUPE” has the meaning given to it in Schedule 7.7.

(149)

“US Tax Materials” has the meaning given to it in the Tax Matters Agreement.

(150)

“U.S. Asset Sale Election” has the meaning set forth in the Merger Agreement.

(151)

“Willful Breach” means, with respect to any obligation, covenant or agreement of a party in this Agreement

or any Transaction Document, 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 or such Transaction

Document.

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Section 1.2

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

Definition

Location

Aggregate

Purchase Price

Section 2.17(a)

Agreed

Procedures

Section 4.1

Agreement

Preamble

Audited

Party

Section 4.2(c)

Chosen

Courts

Section 9.3

Closing

Adjustment

Section 2.7(a)(i)

Combined

Trademarks and Internet Properties

Section 2.2(a)(vii)

Company

Preamble

Company

Accounts

Section 2.13(a)

Company

Board

Recitals

Company

Business Records

Section 2.2(a)(xi)

Company

Confidential Information

Section 7.2(b)

Company

Controlled Actions

Section 6.9(b)

Company

Indemnification Obligations

Section 6.2

Company

Indemnified Parties

Section 6.1

Company

Released Persons

Section 5.1(a)

Company’s

Final Allocation

Section 2.17(c)

Corporate

Policies

Section 7.3(a)

Covered

Policies

Section 7.3(b)

Cut-Off

Time

Section 2.7(a)(iv)

Delayed

Transferred Asset

Section 2.4(b)

Delivered

Technology

Section 2.12(a)

Dispute

Section 8.1

Disputed

Items

Section 2.7(f)

Distributed

Section 3.1(b)(ii)

Distribution

Recitals

Dutch

HoldCo

Preamble

Dutch

Put Option

Section 2.16(d)

Dutch

Put Option Agreement

Section 2.16(d)

Dutch

Put Option Notice

Section 2.16(d)

Escalation

Notice

Section 8.2(a)

Estimated

Closing Adjustment

Section 2.7(a)(ii)

Estimated

Net Working Capital

Section 2.7(b)

Estimated

Net Working Capital Adjustment

Section 2.7(a)(iii)

Estimated

SpinCo Cash

Section 2.7(b)

Estimated

SpinCo Indebtedness

Section 2.7(b)

Excluded

Assets

Section 2.2(b)

Excluded

Liabilities

Section 2.3(b)

Final

Adjustment Statement

Section 2.7(f)

Final

Allocation

Section 2.17(c)

Final

Closing Adjustment

Section 2.7(j)

-23-

First

Merger

Recitals

French

Put Option

Section 2.16(c)

French

Put Option Agreement

Section 2.16(c)

French

Put Option Notice

Section 2.16(c)

Indemnified

Party

Section 6.4(a)

Indemnifying

Party

Section 6.4(a)

Indemnity

Payment

Section 6.4(a)

Independent

Accounting Firm

Section 2.7(f)

Independent

Accounting Firm’s Report

Section 2.7(f)

Local

Trademarks and Internet Properties

Section 2.2(a)(vii)

Mediation

Notice

Section 8.2(b)

Merger

Agreement

Recitals

Merger

Sub I

Recitals

Merger

Sub II

Recitals

Mergers

Recitals

Mixed

Action

Section 6.9(d)

Net

Working Capital

Section 2.7(a)(iv)

Net

Working Capital Adjustment

Section 2.7(a)(v)

Notice

of Disagreement

Section 2.7(e)

Other

Party’s Auditors

Section 4.2(c)

Parent

Preamble

Post-Distribution

SpinCo Transfer Documents

Section 2.4(a)

Pre-Closing

Documents

Section 7.7(b)

Pre-Distribution

Transfer Documents

Section 2.1(b)

Preliminary

Adjustment Statement

Section 2.7(d)

Preliminary Allocation

Section 2.17(b)

Representatives

Section 7.2(a)

Resolution

Period

Section 2.7(f)

Review

Period

Section 2.7(e)

Separate

Action

Section 6.9(c)

Separation

Committee

Section 2.14

SpinCo

Preamble

SpinCo

Accounts

Section 2.13(a)

SpinCo

Assets

Section 2.2(a)

SpinCo

Branding

Section 2.2(a)(vii)

SpinCo

Cash

Section 2.7(a)(vi)

SpinCo

Common Stock

Recitals

SpinCo

Confidential Information

Section 7.2(a)

SpinCo

Controlled Actions

Section 6.9(a)

SpinCo

Indebtedness

Section 2.7(a)(vii)

SpinCo

Indemnification Obligations

Section 6.1

SpinCo

Indemnified Parties

Section 6.2

SpinCo

Insurance Policies

Section 2.2(a)(xiii)

SpinCo

Intellectual Property

Section 2.2(a)(vii)

SpinCo

Inventory

Section 2.2(a)(iii)

SpinCo

IT Assets

Section 2.2(a)(ix)

SpinCo

Liabilities

Section 2.3(a)

-24-

SpinCo

Prepaid Expenses

Section 2.2(a)(x)

SpinCo

Released Persons

Section 5.1(b)

SpinCo

Subsidiary Equity Securities

Section 2.2(a)(i)

SpinCo

Tangible and Personal Property

Section 2.2(a)(vi)

SpinCo

Technology

Section 2.2(a)(viii)

SpinCo

Trademarks

Section 2.2(a)(vii)

Target

Net Working Capital

Section 2.7(a)(viii)

Third-Party

Claim

Section 6.5(a)

Transaction Expenses

Section 2.7(a)(ix)

Article II

THE REORGANIZATION

Section 2.1

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

(a)

Subject to Section 2.4, Section 2.5, and Section 2.16, and in accordance with 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, prior to the Distribution Date:

(i)

SpinCo Assets. The Company and Dutch HoldCo shall, and shall cause the applicable other members of the Company Group to,

assign, transfer and convey to SpinCo or one or more of the members of the SpinCo Group designated by SpinCo, and SpinCo or such

other members of the SpinCo Group, as applicable, shall accept from the Company, Dutch HoldCo and the applicable other members

of the Company Group, all of the respective direct or indirect right, title and interest in and to the SpinCo Assets (other than

Separately Transferred Assets) of the Company, Dutch HoldCo and such other members of the Company Group (it being understood and

agreed that (A) if any SpinCo Asset shall be held by a SpinCo Entity or a wholly owned Subsidiary of a SpinCo Entity, such SpinCo

Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo or a member of the SpinCo Group as a result of the

transfer of all of the Equity Interests in such SpinCo Entity from the Company or Dutch HoldCo or the other members of the Company

Group to SpinCo or a member of the SpinCo Group, and (B) any Separately Transferred Assets shall be transferred and conveyed in

accordance with the Separate Transfer Instruments and not pursuant to this Agreement);

(ii)

SpinCo Liabilities. SpinCo or one or more members of the SpinCo Group designated by SpinCo shall accept and assume from

the Company, Dutch HoldCo and the other members of the Company Group and agree faithfully to perform, discharge and fulfill the

SpinCo Liabilities in accordance with their respective terms. SpinCo and such other members of the SpinCo Group 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 the members of the SpinCo Group 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, infringement, misuse, fraud or misrepresentation by any member of the Company Group or the SpinCo

Group (it being understood and agreed that any Separately Assumed Liabilities shall be transferred and conveyed in accordance

with the Separate Transfer Instruments);

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(iii)

Excluded Assets. The Company and Dutch HoldCo shall, and shall cause SpinCo and the applicable members of the SpinCo Group

to, assign, transfer and convey to the Company, Dutch HoldCo or one or more other members of the Company Group, and the Company,

Dutch HoldCo or such other members of the Company Group shall accept from SpinCo and such applicable members of the SpinCo Group,

all of the respective direct or indirect right, title and interest in and to any Excluded Assets of SpinCo or the other members

of the SpinCo Group in the manner specified by the Company or Dutch HoldCo to be so assigned, transferred and conveyed; and

(iv)

Excluded Liabilities. The Company, Dutch HoldCo or one or more of the other members of the Company Group designated by

the Company (other than SpinCo or the members of the SpinCo Group) shall accept and assume from SpinCo or one or more members

of the SpinCo Group and agree faithfully to perform, discharge and fulfill the Excluded Liabilities in accordance with their respective

terms, and the Company, Dutch HoldCo or the other applicable members of the Company Group 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, Dutch HoldCo or one or more of the applicable members of the Company Group 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, infringement, misuse, 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 or assumption pursuant to Section 2.1(a), and without any additional

consideration therefor (other than in connection with Internal Asset Sales as provided in the Separation Step Plan), each of SpinCo

and the Company shall prepare, execute and deliver, and cause their Affiliates to prepare, execute and deliver, such documents

and instruments as may be reasonably necessary or appropriate to effect and/or evidence such assignment, transfer 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”); provided, however, that the Company shall provide

Parent with a reasonable opportunity to review and comment on all Pre-Distribution Transfer Documents and shall take into account

such comments in good faith prior to execution, and provided, further, any provisions in the Pre-Distribution Transfer

Documents relating to VAT and/or Transfer Taxes (each as defined in the Tax Matters Agreement) which may be payable in respect

of the transfer of the SpinCo Business pursuant to the relevant Pre-Distribution Transfer Document shall be consistent with the

provisions relating to VAT and/or Transfer Taxes in the Tax Matters Agreement, including Schedule 1 to the Tax Matters Agreement.

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.

-26-

(c)

Without limiting any other provision hereof, in connection with the reorganization contemplated by Section 2.1(a):

(i)

each of the Company, Dutch HoldCo and SpinCo shall take, and shall cause each member of its respective Group to take, such actions

as are reasonably necessary to consummate the transactions contemplated by the Separation Step Plan, Section 2.5,

Section 2.11, Section 2.12 and Section 2.13 (whether prior to, at or after the Distribution Time);

(ii)

Parent shall, and shall cause each member of the Parent Group to, provide all such cooperation and assistance as the Company Group

or SpinCo Group may reasonably request in connection with the finalization of and implementation of the Separation Step Plan and

the transactions contemplated thereby, including the Separate Transfers; and

(iii)

the Company and Dutch HoldCo shall provide Parent with an updated, detailed draft Separation Step Plan (including an initial proposal

for the Separate Transfers, SpinCo Entities and transactions intended to be tax-free under local law), in accordance with the

process set forth in Schedule 2.1(c)(iii). The Company, Dutch HoldCo and Parent shall work together in good faith

to agree the detailed Separation Step Plan, including a schedule of the Separate Transfers (which shall include identification

of the applicable local sellers and local buyers in relation to the Asset Purchase Agreement) and SpinCo Entities, including identifying

the ATB Companies and any Active Business. Once such detailed Separation Step Plan is finalized in accordance with the process

set forth in Schedule 2.1(c)(iii), any changes to the Separation Step Plan and schedule of Separate Transfers and

SpinCo Entities shall be subject to Parent’s approval (such approval not to be unreasonably conditioned, withheld, or delayed),

to the extent any such changes would have an adverse impact in any material respect on Parent, any member of the Parent Group

or any member of the SpinCo Group or the SpinCo Business (other than an impact, the costs or Liabilities for which are fully reimbursed

to Parent or any member of the SpinCo Group or otherwise fully borne by the Company) or to the extent such changes would reasonably

be expected to materially impair, materially delay or otherwise have an adverse impact on the ability of the Company and Dutch

HoldCo to perform their obligations hereunder or to consummate the transactions contemplated hereby, including the Reorganization.

Parent may propose changes to the Separation Step Plan, which the Company shall consider in good faith.

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(d)

Following any amendments to the Separation Step Plan or schedule of Separate Transfers, the Company shall provide Parent with

an updated copy of the Separation Step Plan or schedule of Separate Transfers or SpinCo Entities (as applicable), which shall

then (subject to any approval rights of Parent pursuant to the preceding paragraph (c)) be deemed to be the Separation Step Plan

or schedule of Separate Transfers or SpinCo Entities (as applicable) for purposes of this Agreement.

(e)

Without prejudice to the provisions of the Merger Agreement, 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 Parent, as applicable,

shall use its reasonable best efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution,

approval or amendment required to assign (or, to the extent requested by the Company, novate) all Contracts and other Assets or

Liabilities for which one or more members of the SpinCo Group have right, title or interest or are liable and that do not constitute

SpinCo Assets or SpinCo Liabilities, as applicable, or for which one or more members of the Company Group have right, title or

interest or are liable and that do not constitute Excluded Assets or Excluded Liabilities, as applicable, 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 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, (iv) incur any out-of-pocket

cost or expense (unless such cost or expense will be borne exclusively by Parent) or (v) 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 applicable Transition Support Termination). If the Company or SpinCo

is unable to obtain, or to cause to be obtained, any required Approvals or Notifications in connection with clause (y) of the

preceding sentence, the Company and SpinCo will, to the extent permitted by applicable Law (and, in the case of clause (x) or

(y), 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 (or novation) or assumption of such Excluded Asset, SpinCo Asset, Excluded Liability or SpinCo Liability to or

by the appropriate Party (including the performance by such Party of any obligations in connection therewith) as of the Distribution

Time. In furtherance of the foregoing, (i) the Party that is intended to hold such Excluded Asset, or SpinCo Asset or assume such

Excluded Liability or SpinCo Liability, 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 continues to hold such Excluded Asset or SpinCo Asset or remain liable for such Excluded Liability or

SpinCo Liability, 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 such Party (or the applicable member of its Group) 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 applicable Transition Support Termination. The Party that is

intended to hold such Excluded Asset or SpinCo Asset or assume such Excluded Liability or SpinCo Liability 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, to the extent permitted by applicable Law, (i) for

all U.S. federal (and applicable state, local and non-U.S.) income Tax purposes, treat any SpinCo Asset, SpinCo Liability, Separately

Transferred Asset, Separately Assumed Liability, Excluded Asset or Excluded Liability transferred, assigned or assumed after the

First Merger Effective Time or after the effective time of the applicable Separate Transfer Instrument pursuant to this Section 2.1(e)

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/or the applicable

Separate Transfer Instrument 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 non-U.S. Law).

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Section 2.2

Allocation of Assets.

(a)

“SpinCo Assets” means, subject to Section 2.16, in each case to the extent existing and owned or

held immediately prior to the Distribution Time by the Company, Dutch HoldCo or any of their Subsidiaries, the Company’s,

and Dutch HoldCo’s and their Subsidiaries’ right, title and interest in, to and under the following Assets, but in

each case excluding any Excluded Assets:

(i)

the Equity Interests of the SpinCo Entities (other than SpinCo) (collectively, the “SpinCo Subsidiary Equity Securities”);

(ii)

subject to Section 2.11(b) in respect of the Split Sites, the SpinCo Owned Real Property and the SpinCo Real Property

Leases;

(iii)

all Inventory where legal title is held by a member of the SpinCo Group as of immediately prior to the Distribution Time (the

“SpinCo Inventory”);

(iv)

the SpinCo Contracts;

(v)

the SpinCo Permits;

(vi)

the Tangible and Personal Property that is (A) located at a SpinCo Owned Real Property or SpinCo Leased Real Property (provided

that, in the case of a Split Site, the foregoing shall refer to such property located at that portion that relates exclusively

to the SpinCo Business), other than the Tangible and Personal Property that is leased under a Contract that is not a SpinCo Contract

or (B) primarily used or held for use in connection with the operation of the SpinCo Business (clauses (A) and (B) together, the

“SpinCo Tangible and Personal Property”);

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(vii)

(A) the Registered IP set forth in Schedule 2.2(a)(vii)(A) (other than any rights in that Schedule in so far as they may

cover India or Nepal); (B) any Trademarks constituting Registered IP or Internet Properties, in any jurisdiction anywhere in the

world (other than any rights in so far as they may cover India or Nepal), that consist of, contain or incorporate any of the names

set forth in Schedule 2.2(a)(vii)(B), provided that, in respect of JIF this shall include only rights insofar

as they are primarily used or held for use in the SpinCo Business; (C) any unregistered Trademarks, in any jurisdiction anywhere

in the world (other than any rights in so far as they may cover India or Nepal) that consist of, contain or incorporate any of

the names set forth in Schedule 2.2(a)(vii)(B), in so far as the same are primarily used or held for use in the SpinCo

Business, in each case of (B) and (C), excluding any such Trademarks or Internet Properties, as applicable, that also contain

or incorporate the name “UNILEVER” or any Company Logos (“Combined Trademarks and Internet Properties”)

(the foregoing (A)-(C), the “SpinCo Trademarks”), (D) any Trademarks, Copyrights, Designs and design patents

(other than any rights in so far as they may cover India or Nepal) in the trade dress, look-and-feel, visual identity or appearance

of the products (and their packaging) sold under any of the SpinCo Trademarks immediately prior to the Distribution Time, which

Trademarks, Copyrights, Designs and design patents are primarily used or held for use in the operation of the SpinCo Business

(together with the SpinCo Trademarks, the “SpinCo Branding”), and (E) the Intellectual Property Rights (other

than Trademarks, the SpinCo Branding and Combined Marks and Internet Properties, except for any Trademark inadvertently omitted

from the Trademarks covered under clauses (A)-(D) above where such Trademark is, after the Parties have discussed in good faith,

reasonably determined to be manifestly primarily used or held for use in the SpinCo Business) whether or not registered or pending

registration owned by the Company or Dutch HoldCo or any of their Subsidiaries and that are primarily used or held for use, in

the operation of the SpinCo Business immediately prior to the Distribution Time (other than any rights in so far as they may cover

India or Nepal) (collectively with the SpinCo Branding, the “SpinCo Intellectual Property”), together with

(i) all IP Actions and all other claims and causes of action against third parties related to such SpinCo Intellectual Property,

whether known or unknown, contingent or noncontingent, (ii) all rights to register, prosecute, maintain, defend, record and enforce

the SpinCo Intellectual Property, (iii) the right to sue and seek all remedies for past, present and future infringement, violation

or misappropriation of the SpinCo Intellectual Property and recover all damages, royalties and other proceeds and sums whether

due, payable, accrued or arising in respect of the SpinCo Intellectual Property before, on or after the Distribution Time, (iv)

all rights to claim priority based on the SpinCo Intellectual Property under the Laws of any jurisdiction or under international

conventions or treaties, and (v) all goodwill connected with the use of or symbolized by the Trademarks included in the SpinCo

Intellectual Property; but in each case of (A)-(E), excluding (X) any Trademarks constituting Registered IP or Internet Properties,

in any jurisdiction anywhere in the world, that consist of, contain or incorporate any of the names set forth in the definition

of Indian Foods Brands Local set forth on Schedule 1.1(42); and (Y) any unregistered Trademarks, in any jurisdiction anywhere

in the world, that consist of, contain or incorporate any of the names set forth in the definition of Indian Foods Brands Local

set forth on Schedule 1.1(42), in so far as the same are primarily used or held for use in the Indian and Nepalese Business

immediately prior to the Distribution Time (“Local Trademarks and Internet Properties”);

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(viii)

any Technology with respect to which the Intellectual Property Rights therein are owned by the Company or Dutch HoldCo or any

of their Subsidiaries immediately prior to the Distribution Time to the extent primarily used in the SpinCo Business as of immediately

prior to the Distribution Time, excluding any IT Assets and any SpinCo Business Records (the “SpinCo Technology”);

provided, that the Company, Dutch Holdco and their Subsidiaries shall be entitled to retain and redact any portion of the

SpinCo Technology to the extent not embodying any SpinCo Intellectual Property and otherwise related exclusively to the Company

Business; provided, further, that the Company may retain copies of SpinCo Technology to the extent used in or held

for the operation of the Company Business in the twelve (12) months immediately prior to the Distribution Time or where SpinCo

Intellectual Property embodied therein is licensed to the Company Group pursuant to any Intellectual Property SpinCo Agreement

or Transaction Document, in each case, subject to the Company’s obligations of confidentiality under Section 7.2

and subject to the terms of the applicable Intellectual Property SpinCo Agreement or Transaction Document, including any restrictions

of usage therein;

(ix)

the IT Assets exclusively used or held for use in the SpinCo Business or located at a SpinCo Owned Real Property or SpinCo Leased Real

Property (provided that, in the case of a Split Site, the foregoing shall refer to such assets location at that portion that relates

exclusively to the SpinCo Business) that are (A) owned by the Company or Dutch HoldCo or any of their Subsidiaries or (B) leased or licensed

by the Company or Dutch HoldCo or any of their Subsidiaries under a Contract relating to the SpinCo Business (clauses (A) and (B)

together, the “SpinCo IT Assets”); provided, that, this ‎Section 2.2(a)(ix) shall not be interpreted

as including any Intellectual Property Rights embodied in such IT Assets, and provided, further, that any hardware included

in the SpinCo IT Assets may (after consultation with the Separation Committee, including to provide information on any proposed re-configuration)

be re-configured by the Company to remove functionalities and settings, to the extent both exclusively used in the Company Business and

specific to the Company and its Subsidiaries, in each case, in a manner that would not impair the functionality of such SpinCo IT Assets

with respect to the SpinCo Business;

(x)

other than with respect to Taxes (which are governed by the Tax Matters Agreement), any prepaid expenses, credits, deposits and

advance payments, in each case, to the extent relating to any other SpinCo Asset (the “SpinCo Prepaid Expenses”);

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(xi)

a copy of the SpinCo Business Records; provided that the Company, Dutch HoldCo and their Subsidiaries shall be permitted

to retain, and, subject to Section 7.2 and the other terms and conditions of this Agreement and any Transaction Documents,

use copies of (A) any SpinCo Business Records that as of the Distribution Time are used in or necessary for the operation or conduct

of the Company Business, solely to the extent reasonably required for such operation or conduct and solely for such purpose, or

for which the use or content thereof is licensed to be used pursuant to any Transaction Document, (B) any SpinCo Business Records

that the Company, Dutch HoldCo or their Subsidiaries is required by Law to retain, solely for the purpose of complying with such

Law and not for any other purpose (and if copies are not provided to SpinCo, then, to the extent permitted by Law, such copies

will be made available to SpinCo upon SpinCo’s reasonable request), (C) one (1) copy of any SpinCo Business Records solely

to the extent required to demonstrate compliance with applicable Law or pursuant to reasonable ordinary-course internal compliance

procedures or related to any Excluded Assets or the Company’s, Dutch HoldCo and/or their Affiliates’ obligations under

this Agreement, the Merger Agreement or any of the other Transaction Documents, and (D) “back-up” electronic tapes

of such SpinCo Business Records maintained by the Company, Dutch HoldCo or their Subsidiaries in the ordinary course of business,

solely for disaster recovery and business continuity purposes and which shall not be accessed, used or restored except for such

purposes or as otherwise required by Law (such material in clauses (A) through (D) above, the “Company Business Records”);

(xii)

other than with respect to Taxes (which are governed exclusively by the Tax Matters Agreement) or insurance, rights available

to or being pursued by the Company or Dutch HoldCo or any of their 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 primarily relating

to the SpinCo Business, any SpinCo Asset or any SpinCo Liability (other than the Retained Claims);

(xiii)

all Insurance Policies exclusively insuring the SpinCo Business (the “SpinCo Insurance Policies”) and all rights

and claims thereunder;

(xiv)

(A) all accounts receivable in the name of a member of the SpinCo Group; and (B) without duplication of any accounts receivable

under (A), all IOM Accounts Receivable (the “SpinCo Accounts Receivable”);

(xv)

the Assets set forth in Schedule 2.2(a)(xv);

(xvi)

all Assets of the Company, Dutch HoldCo and their Subsidiaries as of immediately prior to the Distribution Time that are expressly

provided by the Merger Agreement, this Agreement or any other Transaction Document (other than the Separate Transfer Instruments)

as Assets to be transferred to SpinCo or any other member of the SpinCo Group;

(xvii)

the SpinCo Cash;

(xviii)

any proceeds from the sale, divestment or disposition of any SpinCo Asset or any part of the SpinCo Business in connection with

the obligations set forth in Section 7.5 of the Merger Agreement;

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(xix)

any and all Assets taken into account in the Net Working Capital set forth in the Final Adjustment Statement; and

(xx)

all other Assets of the Company, Dutch HoldCo and their Subsidiaries as of immediately prior to the Distribution Time that are

primarily related to the SpinCo Business; provided that the intention of this clause ‎(xx) is only to rectify any

omission of the conveyance to SpinCo 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 ‎(xx) if it is within any category of Assets addressed by any other section of this Section 2.2(a).

The

Parties acknowledge and agree that a single Asset may fall within more than one of clauses (i) through (xx) 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, Dutch HoldCo and their Subsidiaries other than the

SpinCo Assets (including Separately Transferred Assets), including the following:

(i)

all Equity Interests (excluding the SpinCo Subsidiary Equity Securities and any equity securities of SpinCo);

(ii)

other than with respect to Taxes (which are governed exclusively by the Tax Matters Agreement), all accounts receivable as of

the Distribution Time other than the SpinCo Accounts Receivable;

(iii)

all cash, cash equivalents and marketable securities, including all checks, drafts and wires deposited for the account of the

Company, Dutch HoldCo or any of their Subsidiaries that have not been credited by the receiving bank, other than SpinCo Cash set

forth in the Final Adjustment Statement;

(iv)

all Inventory other than the SpinCo Inventory;

(v)

all Insurance Policies (excluding the SpinCo Insurance Policies) and all rights and claims thereunder;

(vi)

all real property, whether owned, leased, subleased, licensed or otherwise occupied by the Company, Dutch HoldCo or any of their

Subsidiaries, and any equipment, fixtures, furniture, furnishings, physical facilities, machinery, inventory, spare parts, supplies,

tools and other tangible personal property located thereon, and any prepaid rent, security deposits and options to renew or purchase

related thereto, other than the SpinCo Owned Real Property or the real property which is the subject of the SpinCo Real Property

Leases;

(vii)

all Permits other than the SpinCo Permits;

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(viii)

all Tangible and Personal Property, other than the SpinCo Tangible and Personal Property;

(ix)

all Contracts, other than SpinCo Contracts;

(x)

all IT Assets other than the SpinCo IT Assets;

(xi)

all Intellectual Property Rights other than the SpinCo Intellectual Property, including the Company Trademarks, Company Logos,

Combined Trademarks and Internet Properties and Local Trademarks and Internet Properties;

(xii)

all Technology that is not SpinCo Technology and any retained copies of SpinCo Technology that the Company is permitted to retain

pursuant to Section 2.2(a)(viii);

(xiii)

all credit support from the Company, Dutch HoldCo or the applicable other members of the Company Group from which the SpinCo Business

benefits;

(xiv)

all Company Business Records, and all other Books and Records of the Company and all of its Subsidiaries (including the members

of the SpinCo Group) other than the SpinCo Business Records;

(xv)

all rights that accrue or shall accrue to the Company, Dutch HoldCo or any of the members of the Company Group pursuant to this

Agreement, the Merger Agreement or any other Transaction Document;

(xvi)

other than with respect to Taxes (which are governed exclusively by the Tax Matters Agreement), 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, Dutch HoldCo or their Subsidiaries arising

as a result of legal counsel representing the Company, Dutch HoldCo, their Subsidiaries or the SpinCo 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, Dutch HoldCo, their 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