Form 8-K - Groowe Newsroom

8-K — Versigent PLC

Accession: 0001193125-26-138219

Filed: 2026-04-01

Period: 2026-03-26

CIK: 0002078008

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d52176d8k.htm (Primary)

EX-2.1 (d52176dex21.htm)

EX-3.1 (d52176dex31.htm)

EX-4.1 (d52176dex41.htm)

EX-4.2 (d52176dex42.htm)

EX-10.1 (d52176dex101.htm)

EX-10.2 (d52176dex102.htm)

EX-10.3 (d52176dex103.htm)

EX-10.4 (d52176dex104.htm)

EX-99.1 (d52176dex991.htm)

GRAPHIC (g52176dsp0035.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d52176d8k.htm · Sequence: 1

8-K

--12-31 false 0002078008 0002078008 2026-03-26 2026-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 26, 2026

VERSIGENT PLC

(Exact Name of Registrant as Specified in its Charter)

Jersey

001-42957

98-1868085

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Spitalstrasse 5, 8200 Schaffhausen, Switzerland

(Address of principal executive office)

+41 52 580 96 00

(Registrant’s telephone number, including area code)

Versigent Limited

(Former name or former address, if changed since last report)

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 each exchange

on which registered

Ordinary shares, par value $0.01 per share

VGNT

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2026 (the “Distribution Date”), Aptiv PLC (“Aptiv”) completed the previously announced distribution of all of the ordinary shares of Versigent Limited (“Versigent,” the “Company,” “we,” “us,” or “our”) to holders of Aptiv’s ordinary shares on a pro rata basis (the “Spin-Off”). Each holder of record of Aptiv ordinary shares received one of our ordinary shares for every three Aptiv ordinary shares held on March 17, 2026 (the “Record Date”).

Prior to the Distribution Date, in connection with the Spin-Off, the Company entered into several agreements with Aptiv that set forth the principal actions taken or to be taken in connection with the Spin-Off and that govern the relationship between us and Aptiv following the Spin-Off, including the following agreements (collectively, the “Spin Agreements”):

•

a Separation and Distribution Agreement;

•

a Transition Services Agreement;

•

a Tax Matters Agreement; and

•

an Employee Matters Agreement.

A summary of certain material terms of each of the Spin Agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Aptiv” in the Information Statement attached as Exhibit 99.1 to Versigent’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026 (the “Information Statement”), and is incorporated herein by reference. The summary is qualified in its entirety by reference to the Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Distribution Date, Aptiv completed the Spin-Off. The description of the Spin-Off and Distribution included in Item 1.01 is incorporated herein by reference into this Item 2.01. In connection with and prior to the Spin-Off and Distribution, Aptiv transferred its Electrical Distribution Systems segment to the Company. The Company’s combined audited financial statements included in the Information Statement are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously announced, on November 26, 2025, the Company and its wholly-owned subsidiaries Cyprium Corporation (“Cyprium U.S.”) and Cyprium Holdings Luxembourg S.À.R.L. (“Cyprium Luxembourg”), entered into a credit agreement (the “Initial Credit Agreement”), which was subsequently amended on March 25, 2026, pursuant to an amendment (the “Amendment” the Initial Credit Agreement, as amended by the Amendment, the “Credit Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and domestic collateral agent (the “Domestic Collateral Agent”) and Wilmington Trust, National Association, as foreign collateral agent (the “Foreign Collateral Agent”), with respect to $1.35 billion in senior secured credit facilities. The Credit Agreement consists of a senior secured five-year $500 million term loan facility (the “Term Loan A Facility”) and a five-year $850 million senior secured revolving credit facility (the “Revolving Credit Facility”) (collectively, the “Credit Facilities”). In connection with the completion of the Spin-Off, the Term Loan A Facility was fully drawn on March 27, 2026.

The foregoing description is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.4 to the Company’s Registration Statement on Form 10, initially filed with the SEC on November 14, 2025, as amended, and declared effective on March 12, 2026.

As previously announced, on March 18, 2026, Cyprium U.S. and Cyprium Luxembourg (the “Co-Issuers”) issued $800 million aggregate principal amount of 6.125% senior unsecured notes due 2031 (the “2031 Notes”) and $800 million aggregate principal amount of 6.375% senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Senior Notes”), pursuant to an Indenture, dated March 18, 2026 (the “Indenture”), between the Co-Issuers and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the Senior Notes is payable semi-annually on April 15 and October 15 of each year. The proceeds received from the Senior Notes offering were deposited into escrow. In connection with the completion of the Spin-Off, on March 30, 2026, certain of the Company’s subsidiaries that guarantee the Credit Facilities (the “Guarantors”) and the Trustee entered into a supplemental indenture (the “Supplemental Indenture”), which amended and supplemented the Indenture to add the Guarantors as guarantors of the Senior Notes, and the proceeds were released from escrow. The Co-Issuers used proceeds of the offering, together with proceeds from borrowings under the Credit Facilities, to pay a dividend to Aptiv in connection with the Spin-Off.

The foregoing description is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Supplemental Indenture, which is filed as Exhibit 4.2 to this Current Report on Form 8-K, and are each incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On March 26, 2026, in connection with the Spin-Off, the Company issued 70,892,660 ordinary shares to Aptiv in consideration for the transfer of certain entities that are part of Aptiv’s Electrical Distribution Systems segment. After this issuance, Aptiv held 70,893,660 ordinary shares of the Company. The ordinary shares issued to Aptiv were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. The offering was not a “public offering” because only one person was involved in the transaction, neither the Company nor Aptiv has engaged in general solicitation or advertising with regard to the issuance and sale of the ordinary shares, and neither the Company nor Aptiv has offered securities to the public in connection with such issuance and sale of the ordinary shares.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On April 1, 2026, effective upon the Spin-Off, Katherine H. Ramundo and Timothy C. Seitz (collectively, the “Resigning Directors”) resigned from the Board of Directors (the “Board”) of the Company. The Resigning Directors’ resignation from the Board was not due to any disagreement with the Company relating to the operations, practices or policies of the Company.

Appointment of Directors

On March 30, 2026, the Board appointed each of Mr. Joseph T. Liotine, Ms. Amy Alving, Mr. Brad Cerepak, Mr. Armando Tamez, Mr. Eric Kueppers and Mr. Kevin Clark as a director of the Board, increasing the size of the Board from three to seven directors, in each case effective immediately prior to the Spin-Off. Mr. Paul Meister, who had been elected to the Board effective March 27, 2026, will continue to serve as a director of the Company following the Spin-Off and on March 30, 2026, was appointed as non-executive Chair of the Board, effective immediately prior to the Spin-Off.

Also, effective immediately prior to the Spin-Off, the persons set forth below assumed positions as members of the Audit Committee of the Board, the Compensation and Human Resources Committee of the Board, and the Nominating and Governance Committee of the Board, in each case as mentioned next to such person’s name.

Name

Age

Committee Appointment

Paul Meister

Nominating and Governance Committee (Chair) and Compensation and Human Resources Committee

Amy Alving

Nominating and Governance Committee and Compensation and Human Resources Committee (Chair)

Brad Cerepak

Audit Committee (Chair)

Armando Tamez

Nominating and Governance Committee and Audit Committee

Eric Kueppers

Audit Committee and Compensation and Human Resources Committee

The Information Statement under the sections entitled “Management” contains the ages and biographical information about the directors of the Company. Such information is incorporated herein by reference. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. There are no other relationships between the directors named above and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Board has determined that (i) each of Mr. Meister, Ms. Alving, Mr. Cerepak, Mr. Tamez and Mr. Kueppers qualifies as an independent director under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange (“NYSE”), (ii) each of Mr. Cerepak, Mr. Kueppers and Mr. Tamez is financially literate and each of Mr. Cerepak, Mr. Kueppers and Mr. Tamez qualifies as an “audit committee financial expert” under the rules and regulations of the SEC and the applicable listing standards of the NYSE as well as the heightened independence standards for Audit Committee members set forth in the rules and regulations of the SEC and applicable listing standards of the NYSE, and (iii) each of Ms. Alving, Mr. Kueppers and Mr. Meister satisfy the heightened independence standards for Compensation Committee members set forth in the rules and regulations of the SEC and the applicable listing standards of the NYSE.

Non-Employee Director Compensation

Each of the non-employee directors will participate in the Company’s director compensation program, pursuant to which each such director is expected to receive annual compensation in the amount of $300,000 for his or her services as a non-employee director, which will be paid 60% in time-based restricted stock units (“RSUs”) and the remainder in cash. Mr. Meister will be entitled to receive an additional annual cash retainer of $185,000 for his service as non-executive Chair of the Board. Chairs of the following committees will be entitled to the following applicable additional annual cash retainers: (a) Audit Committee Chair: $30,000; (b) Compensation and Human Resources Committee Chair: $25,000; and (c) Nominating and Governance Committee Chair: $20,000. Each non-employee director may elect, on an annual basis, to receive 80% or 100% of his or her annual compensation in RSUs, with the remainder to be paid in cash. Cash amounts will be payable quarterly in arrears and will be prorated for partial years of service. RSU grants will be made on the day of the Company’s annual shareholder meeting and will generally vest on the day before the next annual meeting (other than during the calendar year in which the Spin-Off occurs, in which case, RSU grants will be made following the Spin-Off). Each non-employee director will be required to hold $600,000 in the Company’s ordinary shares and has up to five years from his date of appointment to fulfill this holding requirement.

Appointment of Officers

On April 1, 2026, effective as of the Spin-Off, the Board appointed the following individuals to the offices of the Company indicated opposite their names:

Name

Age

Position(s)

Joseph T. Liotine

Chief Executive Officer

Douglas R. Ostermann

Chief Financial Officer

Sharon Vinci

Chief People Officer

Janis N. Acosta

Chief Legal Officer and Secretary

Jason A. Celian

Chief Accounting Officer

The Information Statement under the sections entitled “Management” contains the biographical information about the newly appointed officers other than Mr. Celian, which is incorporated herein by reference.

Jason A. Celian, 49, has been appointed as our Chief Accounting Officer effective as of the Distribution Date. Prior to the Spin-Off, Mr. Celian served as Aptiv’s Controller, Electrical Distribution Systems, a position he has held since January 2025. Prior to that, from January 2017, Mr. Celian served as Controller, Signal and Power Solutions and from 2014, Controller, Electronics and Safety. In these roles, he was responsible for all accounting and internal control activities for the relative business segment. Prior to joining Aptiv in 2014, Mr. Celian spent 14 years at the international public accounting firm of Ernst & Young, including four years in the firm’s Capital Markets Group in London, England. Mr. Celian is a Certified Public Accountant and holds a Bachelor of Science in Business Administration from the University of Dayton.

None of the appointees have family relationships with any member of the Board or any executive officer of the Company and none is a party to any transactions that would be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of the appointees or any other person and the Company pursuant to which the appointees were appointed to serve in his or her respective role.

On the Distribution Date, the Versigent executive compensation programs, policies, and practices in place for its executive officers are similar to those of Aptiv. Information regarding these compensation arrangements, which are applicable to the newly appointed officers, is described under the heading “Executive and Director Compensation” in the Information Statement, and such information and descriptions are incorporated by reference herein.

The newly appointed officers are each party to an offer letter containing compensation arrangements that become effective as of the Distribution Date, and more specifically, as follows:

Annual Base

Salary

Annual

Incentive Target

Award

Long-Term

Incentive Plan

Target Annual

Award

Target Total

Direct

Compensation

Joseph T. Liotine

950,000

1,425,000

9,000,000

11,375,000

Douglas R. Ostermann

850,000

3,500,000

5,200,000

Sharon Vinci

515,000

1,500,000

2,530,000

Janis N. Acosta

600,000

1,500,000

2,700,000

After the Spin-Off, the executive compensation programs, policies, and practices for our executive officers will be subject to the review and approval of the Compensation and Human Resources Committee described above.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon the effectiveness of the Spin-Off, the Company converted from a limited company to a public limited company under the laws of Jersey and changed its name from “Versigent Limited” to “Versigent PLC.” The Company’s Memorandum and Articles of Association became effective in connection with the Spin-Off and were approved, on March 26, 2026, by Aptiv, in its capacity as the sole member of the Company.

A summary of the material provisions of the Memorandum and Articles of Association can be found in the section entitled “Description of Share Capital” in the Information Statement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Memorandum and Articles of Association, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On April 1, 2026, the Company issued a press release announcing the completion of the Spin-Off. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

2.1

Separation and Distribution Agreement, dated as of March 30, 2026, by and between Aptiv PLC and Versigent PLC.†+

3.1

Memorandum and Articles of Association.

4.1

Indenture, dated March 18, 2026 between Cyprium Corporation, Cyprium Holdings Luxembourg S.À.R.L. and U.S. Bank Trust Company, National Association, as trustee.†

4.2

Supplemental Indenture, dated March 30, 2026 between Cyprium Corporation, Cyprium Holdings Luxembourg S.À.R.L., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.

10.1

Transition Services Agreement, dated as of March 30, 2026, by and between Aptiv PLC and Versigent PLC.†+

10.2

Tax Matters Agreement, dated as of March 30, 2026, by and between Aptiv PLC and Versigent PLC.†+

10.3

Employee Matters Agreement, dated as of March 30, 2026, by and between Aptiv PLC and Versigent PLC.+

10.4

First Amendment to Credit Agreement, dated as of March 25, 2026, by and among Versigent PLC, Cyprium Swiss Holdings Limited, Cyprium US Holdings, LLC, Cyprium US Services General Partnership, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.†+

99.1

Press Release, dated April 1, 2026, issued by Versigent PLC.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

†

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.

The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its 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.

Date: April 1, 2026

VERSIGENT PLC

By:

/s/ Janis N. Acosta

Name: Janis N. Acosta

Title: Chief Legal Officer and Secretary

EX-2.1

Filename: d52176dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

EXECUTION VERSION

SEPARATION AND DISTRIBUTION

AGREEMENT

by and between

APTIV PLC

and

VERSIGENT LIMITED

Dated as of

March 30, 2026

CERTAIN CONFIDENTIAL INFORMATION CONTAINED

IN THIS SEPARATION AND DISTRIBUTION AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS

AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.01

Definitions

ARTICLE II THE SEPARATION

Section 2.01

Transfer of Assets and Assumption of Liabilities

Section 2.02

Priority of Agreements

Section 2.03

Termination of Intercompany Arrangements and Intercompany Accounts; Payments

Section 2.04

Shared Contracts

Section 2.05

Disclaimer of Representations and Warranties

Section 2.06

Waiver of Bulk-Sale and Bulk-Transfer Laws

ARTICLE III CREDIT SUPPORT

Section 3.01

Replacement of Parent Credit Support

Section 3.02

Replacement of SpinCo Credit Support

ARTICLE IV ACTIONS PENDING THE DISTRIBUTION

Section 4.01

Actions Prior to the Distribution

Section 4.02

Conditions Precedent to Consummation of the Distribution

ARTICLE V THE DISTRIBUTION

Section 5.01

The Distribution

Section 5.02

Fractional Shares

Section 5.03

Sole Discretion of Parent

ARTICLE VI MUTUAL RELEASES; INDEMNIFICATION

Section 6.01

Release of Pre-Distribution Claims

Section 6.02

Indemnification by SpinCo

Section 6.03

Indemnification by Parent

Section 6.04

Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds

Section 6.05

Procedures for Indemnification of Third-Party Claims

Section 6.06

Additional Matters

Section 6.07

Remedies Cumulative

Section 6.08

Covenant Not to Sue

Section 6.09

Survival of Indemnities

Section 6.10

Indemnified Damages

Section 6.11

Management of Certain Actions, Government Investigations and Internal Investigations

ARTICLE VII ACCESS TO INFORMATION; PRIVILEGE; CONFIDENTIALITY

Section 7.01

Agreement for Exchange of Information; Archives

Section 7.02

Ownership of Information

Section 7.03

Compensation for Providing Information

Section 7.04

Record Retention

Section 7.05

Accounting Information

Section 7.06

Limitations of Liability

Section 7.07

Production of Witnesses; Records; Cooperation

Section 7.08

Privileged Matters

Section 7.09

Confidential Information

Section 7.10

Conflicts Waiver

ARTICLE VIII INSURANCE

Section 8.01

Maintenance of Insurance and Termination of Coverage

Section 8.02

Claims under Parent Insurance Policies

Section 8.03

Claims under SpinCo Insurance Policies

Section 8.04

Insurance Proceeds

Section 8.05

Claims Not Reimbursed

Section 8.06

D&O Policies

ARTICLE IX FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 9.01

Further Assurances

Section 9.02

Non-Solicitation Covenant

ARTICLE X TERMINATION

Section 10.01

Termination

Section 10.02

Effect of Termination

ARTICLE XI MISCELLANEOUS

Section 11.01

Counterparts; Entire Agreement; Corporate Power

Section 11.02

Negotiation

Section 11.03

Arbitration

Section 11.04

Specific Performance

Section 11.05

Confidentiality

Section 11.06

No Set-Off; Payments

Section 11.07

Continuity of Service and Performance

Section 11.08

Governing Law

Section 11.09

Assignability

Section 11.10

Third-Party Beneficiaries

Section 11.11

Notices

Section 11.12

Severability

Section 11.13

Publicity

Section 11.14

Expenses

Section 11.15

Headings

Section 11.16

Survival of Covenants

Section 11.17

Waivers of Default

Section 11.18

Amendments

Section 11.19

Interpretation

Disclosure Letter

iii

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 30, 2026, by and between Aptiv

PLC, a Jersey public limited company (“Parent”) and Versigent Limited, a Jersey private limited company, which will change its status to become a Jersey public limited company and will be renamed “Versigent PLC” upon

the effectiveness of the Distribution (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS,

the board of directors of Parent has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company that will operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the board of directors of Parent has determined that it is appropriate and desirable to effect the

Separation Transactions;

WHEREAS, (i) Parent (A) has effected or will effect certain restructuring transactions for purposes of

aggregating the SpinCo Business in the Parent Group (the “Restructuring”) prior to the Distribution and in connection therewith (B) will contribute, convey, sell or otherwise transfer (or cause its Subsidiaries to

contribute, convey, sell or otherwise transfer) the SpinCo Assets to SpinCo and the other members of the SpinCo Group in exchange for (1) the assumption by one or more members of the SpinCo Group of the SpinCo Liabilities and (2) the

actual or deemed issuance by SpinCo to Parent of SpinCo Stock (clause (B), collectively, the “Contribution”) and (ii) Parent will make the Distribution;

WHEREAS, SpinCo has been organized solely for the foregoing purposes and has not engaged in activities except in preparation for the Spin-Off;

WHEREAS, Parent and SpinCo have prepared, and SpinCo has filed with the Commission, the Form

10, which includes the Information Statement and sets forth certain disclosures concerning SpinCo and the Distribution;

WHEREAS, Parent

and SpinCo intend that the Spin-Off qualify for its Intended Tax Treatment;

WHEREAS, effective

from the Distribution, SpinCo will change its status from a private limited company to a public limited company under the laws of Jersey and will be renamed “Versigent PLC”; and

WHEREAS, it is appropriate and desirable to set forth the principal transactions required to effect the

Spin-Off and certain other agreements that will govern certain matters relating to the Spin-Off and the relationship of Parent, SpinCo and their respective Subsidiaries

following the Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this

Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

1.01.01 “Action” means any claim, complaint, petition, hearing, charge, demand, action, suit, countersuit, arbitration,

inquiry, audit, assessment, proceeding or investigation by or before any Governmental Authority.

1.01.02 “Adversarial

Action” means (i) an Action by one or more members of the Parent Group, on the one hand, against one or more members of the SpinCo Group, on the other hand, or (ii) an Action by one or more members of the SpinCo Group, on the one

hand, against one or more members of the Parent Group, on the other hand.

1.01.03 “Affiliate” means, with respect to

any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person; provided, however, that, from and after the Distribution Date, (a) SpinCo

and the other members of the SpinCo Group shall not be considered Affiliates of Parent or any of the other members of the Parent Group and (b) Parent and the other members of the Parent Group shall not be considered Affiliates of SpinCo or any

of the other members of the SpinCo Group.

1.01.04 “Agent” means the distribution agent appointed by Parent to

distribute to the Record Holders, pursuant to the Distribution, the shares of SpinCo Stock held by Parent.

1.01.05

“Agreement” means this Separation and Distribution Agreement, including the Disclosure Letter.

1.01.06

“Ancillary Agreements” means the Master Ancillary Agreements and any other instruments, assignments, documents and agreements executed or to be executed between one or more members of the Parent Group, on the one hand, and one or

more members of the SpinCo Group, on the other hand, in each case in connection with the Restructuring and the implementation of the transactions contemplated by this Agreement (including any Real Estate Separation Document (other than the

Intercompany Leases and Intercompany Subleases, which shall not be Ancillary Agreements), any Local Transfer Agreement and any other agreement or instrument executed by one or more members of the Parent Group and one or more members of the SpinCo

Group for the purpose of transferring or conveying equity interests, Assets or Liabilities in order to effect the transactions contemplated hereby, but excluding the agreements listed on Section 1.01.06 of the Disclosure

Letter).

1.01.07 “Arbitral Tribunal” has the meaning set forth in Section 11.03(a).

1.01.08 “Assets” means all assets, Contracts, properties and rights of every kind and nature (including goodwill), wherever

located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or

reflected on the books and records or financial statements of any Person.

1.01.09 “Available Insurance Policies” means the insurance policies

listed on Section 1.01.09 of the Disclosure Letter under the caption “Parent Available Insurance Policies.”

1.01.10 “Benefit Plan” means, with respect to an entity, each plan, program, policy, agreement, arrangement or understanding

that is maintained primarily for the benefit of employees in the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation,

life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement (including any “employee benefit plan” (as defined in

Section 3(3) of ERISA)) sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no (i) Parent Equity Compensation Award (as defined in

the Employee Matters Agreement), nor any plan under which any such Parent Equity Compensation Award is granted, (ii) plan, program or arrangement sponsored by a Governmental Authority or (iii) plan, policy, program, arrangement or

understanding mandated by applicable Law, will constitute a “Benefit Plan”. In addition, no Employment Agreement (as defined in the Employee Matters Agreement) will constitute a Benefit Plan for purposes hereof.

1.01.11 “Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms,

photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals,

training materials, release notes, working papers, etc.) and files and other documents in whatever form, physical, electronic or otherwise.

1.01.12 “Cash Management Arrangements” means all cash management arrangements pursuant to which Parent or any of its

Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of SpinCo or any member of the SpinCo Group.

1.01.13 “Collecting Party” has the meaning set forth in Section 2.03(d)(iii).

1.01.14 “Commission” means the U.S. Securities and Exchange Commission.

1.01.15 “Consents” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from or

to any Person.

1.01.16 “Contract” means any oral or written contract, agreement or other legally binding instrument,

including any note, bond, mortgage, deed, indenture, commitment, lease, sublease, license, sublicense or joint venture agreement, other than a Permit.

1.01.17 “Contribution” has the meaning set forth in the Recitals hereof.

1.01.18 “control” means, as to any Person, the power to direct or cause the direction of the management and policies of such

Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

1.01.19 “Credit Support Instruments” has the meaning set forth in

Section 3.01(a).

1.01.20 “Customary Offering Actions” means all actions by SpinCo that are

requested by Parent to assist with respect to the consummation of the Distribution and any transactions in connection therewith, including: (i) participating in meetings, presentations and due diligence sessions, (ii) assisting with the

preparation of materials for presentations, memoranda and similar documents required in connection with any such transactions, (iii) providing any financial information and other information about SpinCo and its Subsidiaries reasonably

requested by Parent and (iv) authorizing and directing SpinCo’s auditors to provide customary cooperation, including comfort letters and authorization letters, in connection with any such transactions.

1.01.21 “D&O Policies” has the meaning set forth in Section 8.06.

1.01.22 “Data Protection Laws” shall mean all Laws governing the collection, use, storage, processing and transfer of

Personal Data.

1.01.23 “Database” means all databases, datasets and collections and compilations of data, in any form

or medium, whether machine readable or otherwise.

1.01.24 “Database Rights” means all Copyrights and sui generis

rights in Databases and any other statutory and common law rights in Databases under the laws of any jurisdiction, whether registered or unregistered, and any applications for registration therefor. For the avoidance of doubt, Database Rights

shall not include any separate proprietary or intellectual property rights in any data itself contained in such Databases.

1.01.25

“Decision on Interim Relief” has the meaning set forth in Section 11.03(e).

1.01.26

“Disbursement” has the meaning set forth in Section 2.03(d)(iii).

1.01.27

“Disbursement Invoice” has the meaning set forth in Section 2.03(d)(iii).

1.01.28

“Disbursement Receiving Party” has the meaning set forth in Section 2.03(d)(iii).

1.01.29

“Disclosure Letter” means that certain disclosure letter prepared and delivered by Parent and SpinCo as of the date of this Agreement.

1.01.30 “Dispute” has the meaning set forth in Section 11.02.

1.01.31 “Dispute Notice” has the meaning set forth in Section 11.02.

1.01.32 “Distribution” means the distribution by Parent to the Record Holders, on a pro rata basis, of 100% of

the outstanding shares of SpinCo Stock held by Parent.

1.01.33 “Distribution Date” means the date, determined by Parent

in accordance with Section 5.03, on which the Distribution occurs.

1.01.34 “Emergency Arbitrator” has the meaning set forth in

Section 11.03(e).

1.01.35 “Employee Matters Agreement” means the Employee Matters Agreement,

dated as of the date of this Agreement, by and between Parent and SpinCo.

1.01.36 “Environment” means soil, soil gas,

sediments, land, wastewater, surface water, groundwater, vegetation, wetland, natural resources or air.

1.01.37 “Environmental

Laws” means all Laws relating to the pollution or protection of the Environment, public or worker health and safety (as it relates to exposure to Regulated Substances), and natural resources, including the use, handling, transportation,

treatment, storage, disposal, release or discharge of Regulated Substances.

1.01.38 “Equity Interest” means any share,

capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option, share of restricted stock, restricted stock unit, stock appreciation right, phantom stock, performance share or unit, warrant,

right or other security (including any debt security) convertible, exchangeable or exercisable into or for any such share, capital stock, partnership, limited liability company, member or similar equity interest.

1.01.39 “Exchange” means the New York Stock Exchange.

1.01.40 “Exchange Act” means the U.S. Securities Exchange Act of 1934, together with the rules and regulations promulgated

thereunder.

1.01.41 “Final Determination” has the meaning set forth in the Tax Matters Agreement.

1.01.42 “First Post-Distribution Report” has the meaning set forth in Section 11.13.

1.01.43 “Form 10” means the registration statement on Form 10 filed by SpinCo with the Commission to effect the registration

of SpinCo Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

1.01.44 “Former Business” means any corporation, partnership, entity, product line, division, business unit or business,

including any business within the meaning of Rule 11-01(d) of Regulation S-X (in each case, including any Assets and Liabilities comprising the same) that has been sold,

conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part) to a Person other than Parent or its Subsidiaries or the operations, activities or production of which has been discontinued, abandoned, completed or

otherwise terminated (in whole or in part), in each case, prior to the Distribution Date.

1.01.45 “Former SpinCo

Business” means the operations set forth on Section 1.01.45 of the Disclosure Letter and any Former Business that at the time of sale, conveyance, assignment, transfer, or other disposition or divestiture (in

whole or in part) or discontinuation, abandonment, completion or termination (in whole or in part) of the operations, activities or production thereof, was primarily managed by or primarily associated with the SpinCo Business or any portion thereof

as then conducted.

1.01.46 “Former Parent Employee” means any individual who (i) on or

before the close of business on the Distribution Date retired or otherwise separated from service from Parent and its Affiliates, and (ii) is not a Former SpinCo Employee.

1.01.47 “Former SpinCo Employee” means any individual (i) (A) who on or before the close of business on the

Distribution Date retired or otherwise separated from service from Parent and its Affiliates, and (B) whose last day worked with Parent and its Affiliates was with (I) the SpinCo Business or (II) any Person that will be a member of

the SpinCo Group immediately after the Distribution or (ii) who is set forth on Schedule 1.1(a) to the Employee Matters Agreement.

1.01.48 “Government Investigation” means any inquiry, investigation, probe, audit or inspection conducted by a Governmental

Authority.

1.01.49 “Governmental Approvals” means any notices, reports or other filings given to or made with, or any

Consents, registrations or permits obtained from, any Governmental Authority.

1.01.50 “Governmental Authority” means

any federal, state, local, foreign, international or multinational government, political subdivision, governmental, quasi-governmental authority of any nature (including any department, commission, board, bureau, agency, court or tribunal) or other

body exercising legislative, judicial, regulatory, administrative or taxing authority, arbitral body or official of any of the foregoing.

1.01.51 “Group” means either the Parent Group or the SpinCo Group, or both, as the context requires.

1.01.52 “ICC” means the International Chamber of Commerce.

1.01.53 “Indemnifying Party” has the meaning set forth in Section 6.04(a).

1.01.54 “Indemnitee” has the meaning set forth in Section 6.04(a).

1.01.55 “Indemnity Payment” has the meaning set forth in Section 6.04(a).

1.01.56 “Information” means information, whether or not patentable, copyrightable or protectable as a Trade Secret, in

written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, Contracts, instruments, surveys, analyses, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing

or business plans, customer names or information, communications (including emails, text messages, IMs, and chats, including those by or to attorneys (whether or not subject to the attorney-client privilege)), memos and other materials (including

those prepared by attorneys or under their direction (whether or not constituting attorney work product)) and other technical, financial, employee or business information or data, documents, correspondence, materials and files, in each case

excluding any Intellectual Property rights therein.

1.01.57 “Information Statement” means the Information Statement sent by

or on behalf of Parent to the holders of Parent Stock in connection with the Distribution, as such Information Statement may be amended from time to time.

1.01.58 “Insurance Proceeds” means those monies:

(a) received by an insured (or its successor-in-interest) from

an insurance carrier;

(b) paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or

set-off) from any third party in the nature of insurance in respect of any Liability;

in any such case net of

(i) any applicable premium adjustments (including reserves and retrospectively rated premium adjustments), (ii) any costs or expenses incurred in the collection thereof, (iii) any reimbursement obligations under “fronted” or

similar insurance policies and (iv) any Taxes resulting from the receipt thereof.

1.01.59 “Intellectual Property”

means all intellectual property rights, industrial property rights and other similar rights in any jurisdiction, including all rights in (a) patents and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the

foregoing (“Patents”); (b) all trademarks, service marks, corporate names, logos, brand names, certification marks, trade dress, trade names and other indications of origin, goodwill associated with the foregoing and

symbolized thereby and all applications, registrations, renewals and extensions of the foregoing (“Marks”); (c) domain names and associated uniform resource locators (“Domain Names”); (d) copyrights, mask works,

designs, works of authorship, including all registrations, applications, renewals, extensions and reversions of any of the foregoing and all moral rights (however denominated) (other than Database Rights) (“Copyrights”); (e)

rights in Software; (f) Database Rights; (g) trade secrets, non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae,

inventions, compositions, processes, techniques, technical data and information, procedures, semiconductor device structures, drawings, specifications, customer lists, customer data, supplier lists, pricing and cost information, and business and

marketing plans and proposals (in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Copyrights or issued Patents); and (h) social media accounts and handles.

1.01.60 “Intellectual Property Assignment Agreements” means the Intellectual Property Assignment Agreements listed in

Section 1.01.60 of the Disclosure Letter.

1.01.61 “Intellectual Property Cross License

Agreements” means (i) the Intellectual Property Cross License Agreement, dated as of the date of this Agreement, by and between Aptiv Technologies AG and Aptiv Manufacturing Management Services GmbH and (ii) the Intellectual

Property Cross License Agreement, dated as of the date of this Agreement, by and between Aptiv Electrical Centers (Shanghai) Co., Ltd. and Aptiv Electric Systems Company Ltd.

1.01.62 “Intended Tax Treatment” has the meaning set forth in the Tax

Matters Agreement.

1.01.63 “Intercompany Accounts” has the meaning set forth in

Section 2.03(a).

1.01.64 “Intercompany Arrangement” means any Contract or transaction between

any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand.

1.01.65 “Intercompany

Deeds” means the deeds (or similar instruments) conveying a fee simple interest (or local equivalent) in real property, together with any applicable transfer Tax forms and other documents required under applicable Law, (i) from a

member of the Parent Group, as grantor, to a member of the SpinCo Group, as grantee, or (ii) from a member of the SpinCo Group, as grantor, to a member of the Parent Group, as grantee.

1.01.66 “Intercompany Leases” means the real property leases by and between (i) a member of the Parent Group, as

lessor, and a member of the SpinCo Group, as lessee, or (ii) a member of the SpinCo Group, as lessor, and a member of the Parent Group, as lessee.

1.01.67 “Intercompany Subleases” means the real property subleases by and between (i) a member of the Parent Group, as

sublessor, and a member of the SpinCo Group, as sublessee, and (ii) a member of the SpinCo Group, as sublessor, and a member of the Parent Group, as sublessee (if any).

1.01.68 “Interim Relief” has the meaning set forth in Section 11.03(e).

1.01.69 “Internal Investigation” means any inquiry, investigation, probe, audit or inspection conducted by a member of the

Parent Group or the SpinCo Group.

1.01.70 “Joint Actions” has the meaning set forth in

Section 6.11(c).

1.01.71 “Known Counsel” has the meaning set forth in

Section 7.10.

1.01.72 “Law” means any statute, law, regulation, ordinance, rule, judgment,

rule of common law, order, decree, Governmental Approval, concession, grant, franchise, license, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any

interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect.

1.01.73

“Lease Assignments” means the assignments of real property leases and subleases by and between (i) a member of the Parent Group, as assignor, and a member of the SpinCo Group, as assignee, or (ii) a member of the SpinCo

Group, as assignor, and a member of the Parent Group, as assignee.

1.01.74 “Liabilities” means any and all claims, debts, demands, causes of

action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities,

obligations or requirements of any kind or nature, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those

arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator, and those arising under any Contract, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not

recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include reasonable attorneys’ fees and expenses, the costs and expenses

of all assessments, judgments, settlements, compromises and resolutions, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the immediately preceding sentence (including reasonable

costs and expenses incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

1.01.75 “Liens” means all liens, pledges, charges, claims, security interests, purchase agreements, options, restrictions on

transfer or other encumbrances.

1.01.76 “Local Transfer Agreement” means any agreement entered into for the purpose of

effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Section 1.01.76 of the Disclosure Letter, other than any Master Ancillary Agreement.

1.01.77 “Managing Party” has the meaning set forth in Section 6.11(d).

1.01.78 “Master Ancillary Agreements” means the Employee Matters Agreement, the Intellectual Property Assignment Agreements,

the Intellectual Property Cross License Agreements, the Tax Matters Agreement and the Transition Services Agreement.

1.01.79

“Mixed Action” means any Action in respect of which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement that involves both Parent Assets or Parent Liabilities, on the one hand, and SpinCo

Assets or SpinCo Liabilities, on the other hand.

1.01.80 “Negotiation Period” has the meaning set forth in

Section 11.02.

1.01.81 “Non-Managing Party” has the

meaning set forth in Section 6.11(d).

1.01.82 “Non-U.S. Benefit

Plan” means, with respect to an entity, each plan, program, policy, agreement, arrangement or understanding that is maintained primarily for the benefit of employees outside of the United States and is a deferred compensation, executive

compensation, incentive bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other

employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no (i) Parent Equity

Compensation Award, nor any plan under which any such Parent Equity Compensation Award is granted (ii) plan, program or arrangement sponsored by a Governmental Authority or (iii) plan,

policy, program, arrangement or understanding mandated by applicable Law, will constitute a “Non-U.S. Benefit Plan”. In addition, no Employment Agreement will constitute a Non-U.S. Benefit Plan for purposes hereof.

1.01.83 “Parent” has the meaning set forth

in the Preamble hereof.

1.01.84 “Parent Account” means any bank, brokerage or similar account owned by Parent or any

other member of the Parent Group.

1.01.85 “Parent Assets” means all of Parent’s and its Subsidiaries’

rights, title and interest in all of the Assets of Parent and its Subsidiaries, other than the SpinCo Assets, including all of Parent’s and its Subsidiaries’ right, title and interest in the following Assets:

(a) all Assets that are provided by this Agreement or any Ancillary Agreement as Assets to be retained by, or allocated to, any member of the

Parent Group;

(b) all cash and cash equivalents;

(d) except for the SpinCo Owned Real Property and SpinCo Leased Real Property, all of Parent and its Subsidiaries’ right, title and

interest in owned and leased real property and other interests in real property, including all such right, title and interest under each real property lease, sublease, license or other occupancy agreement pursuant to which any of them leases,

subleases, licenses or otherwise occupies any such real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof;

(e) except for the SpinCo Contracts, the SpinCo Real Property Leases or the Shared Contracts, or as otherwise expressly provided herein, all

interests of Parent and its Subsidiaries in Contracts to which Parent or its Subsidiaries are parties;

(f) all causes of action (including

counterclaims) and defenses of Parent and its Subsidiaries (i) against third parties to the extent relating to any of the Parent Business, the Parent Assets or the Parent Liabilities as well as any books, records and privileged information

relating thereto or (ii) relating to any period prior to or through the Distribution to the extent that the assertion of such cause of action or defense is necessary or useful in defending any Action that may be asserted against Parent or any

of its Subsidiaries or for which indemnification may be sought by any of the Parent Indemnitees pursuant to Article VI;

(g) the

Parent Intellectual Property;

(h) all nontransferable Permits of Parent and its Subsidiaries and all Permits held by Parent and its

Subsidiaries that are not exclusively used in, or exclusively required for, the operation or ownership of the SpinCo Business or the SpinCo Assets;

(i) without limiting SpinCo’s rights expressly provided under

Article VIII, all policies and programs of, or agreements for, insurance and interests in insurance pools and programs of Parent and its Subsidiaries (in each case including self-insurance and insurance from Affiliates, but

excluding any insurance policy issued exclusively in the name and for the benefit of any member of the SpinCo Group (and except for any such insurance policy which forms a part of a fronted, or equivalent, insurance program for which any member of

the Parent Group retains funding responsibility)) (collectively, “Parent Insurance Policies”) and all rights of any nature of Parent and its Subsidiaries with respect to any Parent Insurance Policy, including any recoveries

thereunder and any rights to assert claims seeking any such recoveries;

(j) all personnel and employment records for employees and former

employees of Parent and its Subsidiaries who are not SpinCo Employees;

(k) the Parent Business Records;

(l) all rights related to the Parent Portion of any Shared Contract or Surviving Intercompany Arrangement;

(m) the Parent Retained Assets; and

(n) all other Assets, properties, rights, agreements, and claims of Parent and its Subsidiaries, other than those addressed above in this

definition, in each case, that are not exclusively related to the SpinCo Business, wherever located, whether tangible or intangible, real, personal or mixed.

1.01.86 “Parent Benefit Plan” means each Benefit Plan that is not a SpinCo Benefit Plan.

1.01.87 “Parent Business” means all businesses and operations as conducted immediately prior to the Distribution or as

formerly conducted by Parent and its Subsidiaries other than the SpinCo Business, including any Former Business, other than any Former SpinCo Business.

1.01.88 “Parent Business Records” means all Business Records of Parent and its Subsidiaries other than the SpinCo Business

Records.

1.01.89 “Parent Credit Support Instruments” has the meaning set forth in

Section 3.01(a).

1.01.90 “Parent Directed Actions” has the meaning set forth in

Section 6.11(b)(i).

1.01.91 “Parent Disclosure Sections” means all information contained in

or incorporated by reference into the Form 10 or Information Statement, or used in documents for an offering of securities in connection with the Spin-Off or for an offering of securities as contemplated by

this Agreement to the extent relating to (a) the Parent Business, (b) the Parent Group, (c) the Parent Liabilities, (d) the Parent Assets or (e) the substantive disclosure set forth in such documents relating to

consideration of the board of directors of Parent of the Spin-Off, including the section of the Form 10 entitled “Reasons for the Spin-Off.”

1.01.92 “Parent Employee” means each individual who, as of the close of

business on the Distribution Date, is not a SpinCo Employee (whether employed by the Parent Group or the SpinCo Group). For the avoidance of doubt, Parent Employees also include Parent Delayed Transferees (as defined in the Employee Matters

Agreement), effective as of the Applicable Transfer Date (as defined in the Employee Matters Agreement).

1.01.93 “Parent

Group” means, Parent and each Subsidiary of Parent that is or was a Subsidiary of Parent at the time in respect of which the relevant determination is being made, but excluding any member of the SpinCo Group.

1.01.94 “Parent Indemnitees” has the meaning set forth in Section 6.02.

1.01.95 “Parent Intellectual Property” means all Intellectual Property, other than the SpinCo Intellectual Property,

including (i) all rights to the Parent Names and (ii) any Intellectual Property listed in Section 1.01.95 of the Disclosure Letter (the foregoing (i) and (ii), the “Specified Parent

Intellectual Property”);

1.01.96 “Parent Liabilities” means, without duplication, the following Liabilities:

(i) all Liabilities of Parent and its Subsidiaries to the extent relating to, arising out of, or resulting from, any Parent Asset or the Parent Business, (ii) all obligations of Parent and its Subsidiaries to the extent relating to,

arising out of or resulting from the Parent Portion of any Shared Contract or Surviving Intercompany Arrangement, (iii) all Parent Retained Liabilities, (iv) all Liabilities to the extent relating to, arising out of or resulting from any

untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to the Parent Disclosure

Sections and (v) all Liabilities that are provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the Parent Group; provided that in no event shall a SpinCo Liability be

a Parent Liability.

1.01.97 “Parent Names” means any Marks of Parent or its Affiliates, including “Aptiv,”

any Aptiv-formative mark that contains the “Aptiv” name or the marks “SVA” or “Smart Vehicle Architecture,” either alone or in combination with other words or elements or any variations, translations,

transliterations or derivatives thereof or any Marks confusingly similar thereto, except for those Marks expressly set forth on Section 1.01.139 of the Disclosure Letter.

1.01.98 “Parent Non-U.S. Benefit Plan” means each

Non-U.S. Benefit Plan that is not a SpinCo Non-U.S. Benefit Plan.

1.01.99 “Parent Policy Pre-Separation Insurance Matters” means any

(a) circumstance known by the SpinCo Group or the Parent Group or claim made against the SpinCo Group or the Parent Group and, in either case, reported to the applicable insurer(s) prior to the Distribution Date in respect of an act, omission

or Liability occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” or an “occurrence-reported-based” insurance policy of the Parent Group in effect prior to the Distribution Date or

under any extended reporting period thereof, (b) Action (whether made prior to, on or following the Distribution Date) in respect of any incident occurring prior to the Distribution Date under the Available Insurance Policies in effect prior to

the Distribution Date or (c) if and solely to the extent

Parent so elects by written notice to SpinCo, claims made against the SpinCo Group after the Distribution Date in respect of an act, omission or Liability occurring prior to the

Distribution Date that results in a Liability under the “claims-made-based” insurance policies, including any runoff coverage thereunder, of the Parent Group so elected by Parent, other than Available Insurance Policies.

1.01.100 “Parent Portion” means that portion of any Shared Contract or any Surviving Intercompany Arrangement, as

applicable, that is not related to the SpinCo Business.

1.01.101 “Parent Retained Assets” means the Assets to be

retained by the Parent Group as set forth on Section 1.01.101 of the Disclosure Letter.

1.01.102

“Parent Retained Liabilities” means the Liabilities to be retained by the Parent Group as set forth on Section 1.01.102 of the Disclosure Letter.

1.01.103 “Parent Stock” means the ordinary shares, $0.01 par value per share, of Parent.

1.01.104 “Party” means either party hereto, and “Parties” means both parties hereto.

1.01.105 “Paying Party” has the meaning set forth in Section 2.03(d)(iii).

1.01.106 “Permits” means all licenses, permits, franchises, approvals, registrations, authorizations, consents or orders of,

or filings with, any Governmental Authority.

1.01.107 “Person” means an individual, partnership (general or limited),

corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Authority or

works council.

1.01.108 “Personal Data” means any information defined as “Personal Data,” “Personally

Identifiable Information,” “Personal Information” or similar term by the Data Protection Laws.

1.01.109 “Real

Estate Separation Documents” means the Intercompany Deeds, the Intercompany Leases, the Intercompany Subleases, the Lease Assignments, and any agreements entered into between members of the Parent Group, on the one hand, and members of the

SpinCo Group, on the other, in connection with the subdivision of real properties into separate tax parcels in connection with the transactions contemplated hereby.

1.01.110 “Real Estate Transaction(s)” means each conveyance, assignment, transfer, novation, lease or sublease of owned or

leased real property pursuant to this Agreement or any Ancillary Agreement.

1.01.111 “Receipt” has the meaning set

forth in Section 2.03(d)(iii).

1.01.112 “Receiving Party” has the meaning set forth in

Section 2.01(d).

1.01.113 “Record Date” means the close of business on the date determined

by the board of directors of Parent as the record date for determining the shares of Parent Stock in respect of which shares of SpinCo Stock will be distributed pursuant to the Distribution.

1.01.114 “Record Holders” has the meaning set forth in Section 5.01(b).

1.01.115 “Regulated Substance” means any (a) hazardous substance, hazardous waste, pollutant or contaminant as defined

or regulated by any Environmental Law, (b) gasoline, diesel fuel, motor oil, waste or used oil, heating oil, kerosene and any other petroleum product or by-product, (c) asbestos or

asbestos-containing material and (d) polychlorinated biphenyls, methane, radioactive materials or per- and polyfluoroalkyl substances.

1.01.116 “Representation Letters” has the meaning set forth in the Tax Matters Agreement.

1.01.117 “Representative” has the meaning set forth in Section 7.09(a).

1.01.118 “Responsible Party” has the meaning set forth in Section 2.03(d)(iii).

1.01.119 “Restructuring” has the meaning set forth in the Recitals hereof.

1.01.120 “Rules” has the meaning set forth in Section 11.03.

1.01.121 “Separation Transactions” means the Restructuring, the Contribution, the Distribution and the other transactions

contemplated by this Agreement.

1.01.122 “Shared Contract” means each Contract set forth on

Section 1.01.122 of the Disclosure Letter.

1.01.123 “Software” means (a) computer

programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the

foregoing, screens, user interfaces, report formats, firmware, middleware, development tools, templates, menus, buttons and icons, and (c) documentation, including user manuals, and other training documentation, related to any of the foregoing,

in each case excluding Databases.

1.01.124 “Spin-Off” means the Contribution

and the Distribution, taken together.

1.01.125 “SpinCo” has the meaning set forth in the Preamble hereof.

1.01.126 “SpinCo Account” means any bank, brokerage or similar account owned by SpinCo or any other member of the SpinCo

Group.

1.01.127 “SpinCo Assets” means, without duplication, the following Assets of the Parent Group or the SpinCo

Group:

(a) all Assets that are provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or

allocated to, any member of the SpinCo Group;

(b) all Assets included or reflected as Assets of the SpinCo Group or the SpinCo Business on

the SpinCo Business Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the SpinCo Business Balance Sheet;

(c) all Assets as of the Distribution Date that are of a nature or type that would have resulted in such Assets being included or reflected as

Assets of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet if such balance sheet were prepared as of the Distribution Date on a basis consistent with the determination of the Assets included on the SpinCo Business Balance

Sheet;

(d) all interests in the capital stock of, or other equity interests in, the members of the SpinCo Group (other than SpinCo) and

all other equity, partnership, membership, joint venture and similar interests held by any member of the SpinCo Group or set forth on Section 1.01.137 of the Disclosure Letter under the captions “SpinCo Joint Venture

Interests and Other Equity Interests,” or “Subsidiaries,” as applicable;

(e) the SpinCo Contracts;

(f) all rights related to the SpinCo Portion of any Shared Contract or Surviving Intercompany Arrangement;

(g) the SpinCo Owned Real Property, together with all buildings, fixtures and improvements erected thereon;

(h) the SpinCo Leased Real Property and the SpinCo Real Property Leases;

(i) the SpinCo Intellectual Property, including all rights to file for protection thereof and claim priority therefrom and to sue and recover

for past, present or future infringement, misappropriation or violation thereof;

(j) the SpinCo Benefit Plans and the SpinCo Non-U.S. Benefit Plans;

(k) all tangible personal property and interests therein, including machinery,

equipment, furniture, office equipment, vehicles, spare and replacement parts and equipment and other tangible property that is used or held for use exclusively in the conduct of the SpinCo Business;

(l) all raw materials, work-in-process, finished goods,

supplies and other inventories that are used or held for use exclusively in the conduct of the SpinCo Business;

(m) all trade accounts

receivable and other receivables (other than any Surviving Intercompany Arrangements) exclusively related to the SpinCo Business;

(n) all

Permits that are exclusively used in, or exclusively required for, the operation or ownership of the SpinCo Business or the SpinCo Assets, excluding any Permits that may not be, or are not permitted to be, transferred due to restrictions under

applicable Law, pursuant to their terms or otherwise (the “SpinCo Permits”);

(o) any insurance policy issued exclusively in the name and for the benefit of any member of

the SpinCo Group (and except for any such insurance policy which forms a part of a fronted, or equivalent, insurance program for which any member of the Parent Group retains funding responsibility);

(p) the SpinCo Business Records;

(q) the other Assets listed on Section 1.01.127(q) of the Disclosure Letter;

(r) all causes of action (including counterclaims) and defenses against third parties exclusively related to the SpinCo Assets, other than

those described in clause (f)(ii) of the definition of Parent Assets; and

(s) all other Assets, properties, rights and claims of Parent

and its Subsidiaries, other than those addressed above in this definition, in each case that are exclusively related to the SpinCo Business, wherever located, whether tangible or intangible, real, personal or mixed.

Notwithstanding the foregoing, the SpinCo Assets shall not include any rights or interests of any member of the Parent Group under this Agreement or any

Ancillary Agreement.

1.01.128 “SpinCo Available Insurance Policies” means the insurance policies listed on

Section 1.01.09 of the Disclosure Letter under the caption “SpinCo Available Insurance Policies”.

1.01.129 “SpinCo Benefit Plan” means (i) any Benefit Plan sponsored or maintained by any member of the SpinCo Group or

(ii) any Benefit Plan (other than as set forth in (i)) exclusively for the benefit of the SpinCo Employees and/or former employees of the SpinCo Business. For the avoidance of doubt, no member of the SpinCo Group will be deemed to sponsor

or maintain any Benefit Plan if its relationship to such Benefit Plan is solely to administer such Benefit Plan or provide to the Parent Group any reimbursement in respect of such Benefit Plan.

1.01.130 “SpinCo Business” means Parent’s Electrical Distribution Systems segment (as described in the Annual Report

on Form 10-K for the year ended December 31, 2025 filed with the Commission by Parent), as conducted immediately prior to the Distribution by Parent and its Subsidiaries, consisting of the full range of

low voltage and high voltage power, signal and data distribution solutions (including, for the avoidance of doubt, the cord set products included in Parent’s Electrical Distribution Systems segment, together with any Former SpinCo Businesses).

1.01.131 “SpinCo Business Balance Sheet” means the audited combined balance sheets of SpinCo as of December 31,

2025, included in the Information Statement;

1.01.132 “SpinCo Business Records” means all Business Records of Parent

and its Subsidiaries exclusively related to the SpinCo Business, but excluding in all cases the Intellectual Property embodied therein and excluding in all cases (a) all corporate minute books (and other similar corporate records) and stock

records of Parent and its Subsidiaries (other than the members of the SpinCo Group), (b) all Business Records relating to the Parent Assets, (c) any Business Records of or in the possession of Parent and its Subsidiaries that (i) relate to

discussions or negotiations with any third party with respect to a sale of the SpinCo Business, including the

identity of such third parties, or relate to Parent and its Subsidiaries’ preparations for the transactions contemplated by this Agreement, (ii) any of Parent or its Subsidiaries are

required by Law to retain (copies of which, to the extent exclusively related to the SpinCo Business and as permitted by Law, will be made available to SpinCo upon SpinCo’s reasonable request) or (iii) any of Parent or its Subsidiaries

are prohibited by Law from delivering to SpinCo (including by transfer of equity in any members of the SpinCo Group).

1.01.133

“SpinCo Contract” means the following Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective Assets is bound, whether or not in writing, in each

case, immediately prior to the Distribution, except for any such Contract or part thereof that is expressly contemplated to be assigned to or retained by, or allocated to, any member of the Parent Group pursuant to any provision of this Agreement or

any other Ancillary Agreement:

(a) any such Contract that is exclusively related to the SpinCo Business, other than any

Shared Contract, any joint venture governing agreement, any Contract relating to the leasing, subleasing, licensing or occupancy of real property or any Parent Retained Asset;

(b) the SpinCo Joint Venture Agreements;

(d) any Contract that is otherwise contemplated pursuant to this Agreement or any of the other Ancillary Agreements to be

assigned to or retained by, or allocated to, any member of the SpinCo Group.

1.01.134 “SpinCo Credit Support

Instruments” has the meaning set forth in Section 3.02(a).

1.01.135 “SpinCo Directed

Actions” has the meaning set forth in Section 6.11(a)(i).

1.01.136 “SpinCo

Employee” means each (a) employee (including any employee on an approved leave of absence) employed by Parent or any of its Subsidiaries who is exclusively dedicated to the SpinCo Business as of immediately prior to the Distribution

and (b) other individual (i) listed on Schedule 1.1(c)(i) to the Employee Matters Agreement or (ii) hired or reassigned by Parent or any of its Subsidiaries between the date of this Agreement and the Distribution Date to

replace any of the individuals included on Schedule 1.1(c)(i) to the Employee Matters Agreement, including, in the case of clause (i) or (ii), any individual on an approved leave of absence. Notwithstanding the foregoing, no

individual listed on Schedule 1.1(c)(ii) to the Employee Matters Agreement shall be considered a SpinCo Employee.

1.01.137

“SpinCo Group” means, (a) SpinCo and each Subsidiary of SpinCo that is or was a Subsidiary of SpinCo at the time in respect of which the relevant determination is being made and (b) each entity set forth on

Section 1.01.137 of the Disclosure Letter under the caption “Subsidiaries,” each of which is contemplated to become a Subsidiary in connection with the Restructuring, in each case of this clause (b), until such

time thereafter as it ceases to be a Subsidiary of SpinCo.

1.01.138 “SpinCo Indemnitees” has the meaning set forth in

Section 6.03.

1.01.139 “SpinCo Intellectual Property” means any and all Intellectual

Property that is (i) owned by Parent or any of its Subsidiaries and (ii) exclusively related to the SpinCo Business, including the Intellectual Property set forth on Section 1.01.139 of the Disclosure Letter;

provided, that, for the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, SpinCo Intellectual Property shall not include any Specified Parent Intellectual Property.

1.01.140 “SpinCo Joint Venture Agreements” means those Contracts governing the rights and obligations associated with the

ownership of the SpinCo Joint Venture Interests.

1.01.141 “SpinCo Joint Venture Interests” means the joint venture

interests and equity interests identified as SpinCo Joint Venture Interests and Other Equity Interests on Section 1.01.137 of the Disclosure Letter.

1.01.142 “SpinCo Leased Real Property” means the real property leased or subleased by Parent or any of its Subsidiaries, as

lessee or sublessee that is listed in Section 1.01.142 of the Disclosure Letter.

1.01.143 “SpinCo

Liabilities” means, whether relating to periods prior to, on or after the Distribution:

(a) all Liabilities that

are provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the SpinCo Group;

(b) all Liabilities to the extent arising from, related to or resulting from the SpinCo Assets, the SpinCo Business or any

member of the SpinCo Group;

the SpinCo Business on the SpinCo Business Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Business Balance Sheet;

(d) all Liabilities as of the Distribution Date that are of a nature or type that would have resulted in such Liabilities being

included or reflected as Liabilities or obligations of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet if such balance sheet were prepared as of the Distribution Date on a basis consistent with the determination of the

Liabilities included on the SpinCo Business Balance Sheet;

(e) all Liabilities under Environmental Laws, including those

relating in any way to the Environment, human health and safety or Regulated Substances, in each case to the extent related to, arising out of or resulting from (i) the SpinCo Assets, or (ii) the SpinCo Business or any member of the SpinCo

Group;

(f) except as set forth in the Employee Matters Agreement, all Liabilities

to the extent relating to, arising out of or resulting from (i) the employment or services, or termination of employment or services, of any SpinCo Employee or Former SpinCo Employee or (ii) any SpinCo Benefit Plan or SpinCo Non-U.S. Benefit Plan;

(g) all Liabilities to the extent arising from the SpinCo Portion

of any Shared Contract or Surviving Intercompany Arrangement;

(h) all Liabilities listed or described on

Section 1.01.143(h) of the Disclosure Letter; and

(i) all Liabilities to the extent relating to,

arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

with respect to all information contained in or incorporated by reference into the Form 10 or the Information Statement and any other documents filed with the Commission or used in documents for an offering of securities in connection with the Spin-Off or an offering of securities as otherwise contemplated by this Agreement, other than with respect to the Parent Disclosure Sections.

For the avoidance of doubt, the SpinCo Liabilities shall not include any Parent Retained Liabilities or any other Liabilities of any member of the Parent

Group under this Agreement or any Ancillary Agreement.

1.01.144 “SpinCo Non-U.S. Benefit

Plan” means any (i) Non-U.S. Benefit Plan sponsored or maintained by a member of the SpinCo Group or (ii) any Non-U.S. Benefit Plan (other than as

set forth in (i)) exclusively for the benefit of the SpinCo Employees and/or former employees of the SpinCo Business. For the avoidance of doubt, such plans do not include any statutory programs, including retirement, severance, termination or

insurance benefits required by applicable Law.

1.01.145 “SpinCo Owned Real Property” means the real property owned in

fee (or local equivalent) by Parent or any of its Subsidiaries that is listed in Section 1.01.145 of the Disclosure Letter.

1.01.146 “SpinCo Policy Pre-Separation Insurance Matters” means any

(a) circumstance known by the SpinCo Group or the Parent Group or claim made against the SpinCo Group or the Parent Group and reported to the applicable insurer(s) prior to the Distribution Date in respect of an act, omission or Liability

occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” or an “occurrence-reported-based” insurance policy of the SpinCo Group in effect prior to the Distribution Date or any extended

reporting period thereof, or (b) Action (whether made prior to, on or following the Distribution Date) in respect of facts, circumstances, events or matters occurring prior to the Distribution Date under the SpinCo Available Insurance Policies

in effect prior to the Distribution Date.

1.01.147 “SpinCo Portion” means that portion of any Shared Contract or any

Surviving Intercompany Arrangement, as applicable, that is related to the SpinCo Business.

1.01.148 “SpinCo Real Property Leases” means the leases and subleases for

the SpinCo Leased Real Property.

1.01.149 “SpinCo Stock” means the ordinary shares, $0.01 par value per share, of

SpinCo.

1.01.150 “Subsidiary” of any Person means any corporation or other organization, whether incorporated or

unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such

corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; provided, that the joint ventures listed in Section 1.01.150 of the

Disclosure Letter shall not be considered Subsidiaries of Parent or any of its Subsidiaries.

1.01.151 “Surviving Intercompany

Arrangements” has the meaning set forth in Section 2.03(b).

1.01.152 “Tax” or

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

1.01.153 “Tax Matters Agreement”

means the Tax Matters Agreement, dated as of the date of this Agreement, by and between Parent and SpinCo.

1.01.154 “Tax

Return” has the meaning set forth in the Tax Matters Agreement.

1.01.155 “Third-Party Claim” means any

written assertion or other commencement by a Person (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim, demand, inquiry or investigation, or the commencement by any such Person of any

Action, against any member of the Parent Group or the SpinCo Group.

1.01.156 “Third-Party Proceeds” has the meaning

set forth in Section 6.04(a).

1.01.157 “Transfer Limitation” has the meaning set forth in

Section 2.01(d).

1.01.158 “Transferring Party” has the meaning set forth in

Section 2.01(d).

1.01.159 “Transition Services Agreement” means the Transition Services

Agreement, dated as of the date of this Agreement, by and between Parent and SpinCo.

1.01.160 “Transitional Trademark License

Annex” means the Transitional Trademark License Annex, set forth on Section 1.01.160 of the Disclosure Letter.

1.01.161 “Transferred Sites” means the owned and leased real properties that have been or will be assigned, transferred or

conveyed between the Parent Group and the SpinCo Group, which Transferred Sites and associated Real Estate Transactions are listed on Section 1.01.161 of the Disclosure Letter.

ARTICLE II

THE SEPARATION

Section 2.01 Transfer of Assets and Assumption of Liabilities.

(a) Prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment,

transfer or conveyance and take such other corporate actions as are necessary to:

(i) transfer and convey to one or more

members of the SpinCo Group all of the right, title and interest of the Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group;

(ii) transfer and convey to one or more members of the Parent Group all of the right, title and interest of the SpinCo Group

in, to and under all Parent Assets not already owned by the Parent Group;

(iii) cause one or more members of the SpinCo

Group to assume all of the SpinCo Liabilities to the extent such Liabilities would otherwise remain Liabilities of any member of the Parent Group; and

(iv) cause one or more members of the Parent Group to assume all of the Parent Liabilities to the extent such Liabilities

would otherwise remain Liabilities of any member of the SpinCo Group.

(b) In the event that it is discovered after the Distribution that

there was an omission of (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Parent (or a member of the Parent Group) of any Parent Asset or Parent Liability, as the case may be, or

(ii) the transfer or conveyance by Parent (or a member of the Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, the Parties shall use

reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and subject to Section 2.05. Any transfer, conveyance,

acceptance or assumption made pursuant to this Section 2.01(b) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Distribution, except as otherwise required by applicable Law or

a Final Determination.

SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Parent (or a member of the Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Parent (or a member of the Parent Group) to, or

the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Parent Asset or Parent Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the

transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, for no additional consideration and subject to Section 2.05. Any transfer or conveyance made or

acceptance or assumption rescinded pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the

case may be, except as otherwise required by applicable Law or a Final Determination.

(d) To the extent that any transfer or conveyance of any Asset or acceptance or assumption

of any Liability (in each case, except with respect to Shared Contracts, which are governed solely by Section 2.04 or Credit Support Instruments, which are governed solely by Article III) required by this Agreement

to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, during the twenty-four (24)-month period following the Distribution, the Parties shall use reasonable best efforts to effect such transfer,

conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities

which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or under applicable Law cannot be so transferred, conveyed, accepted or assumed (a “Transfer Limitation”); provided, however, that,

subject to the terms hereof, the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of such Asset or Liability as

required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining

such Asset or Liability pursuant to this Section 2.01(d) (or the member of the Party’s Group retaining such Asset or Liability) (the “Transferring Party”) shall thereafter hold such Asset for the

use and benefit of the Party (or the member of such Party’s Group) entitled thereto (the “Receiving Party”) (at the expense of the Receiving Party) and retain such Liability for the account, and at the expense, of the

Receiving Party. Each Party (and the applicable members of their respective Groups) shall take such other actions as Parent shall determine in its sole discretion, in each case in order to place each Party (or the member of its Group), insofar as

reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement (absent this

Section 2.01(d)), including in respect of possession, use, risk of loss, potential for gain and control over such Asset or Liability, as the case may be. As and when any such Asset or Liability becomes transferable or

assumable, as the case may be, each Party shall, and shall cause the members of its Group to, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or

assumption made pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes of this Agreement as if it had occurred as of the Distribution or such earlier effective date as provided in an applicable

Local Transfer Agreement, except as otherwise required by applicable Law or a Final Determination.

(e) The Transferring Party

(i) shall not be obligated by this Agreement or any Ancillary Agreement, in connection with the arrangements contemplated by Section 2.01(d), to expend any money or take any action that would require the expenditure of

money unless and to the extent the Receiving Party advances or agrees to reimburse it for the applicable expenditures, (ii) subject to clause (i), shall use its reasonable best efforts to provide the Receiving Party with such information and

assistance as the Receiving Party may reasonably request in order to exercise its rights or perform its obligations with respect to such Asset or Liability, as applicable and (iii) shall not renew or extend the term of, or increase any of its

obligations under, such Asset or Liability, other than at the written request or with the prior written consent of the Receiving Party.

(f) Notwithstanding anything herein or in any Ancillary Agreement to the contrary, but

subject to Section 2.01(h) and Article III, neither Party nor their respective Groups shall be required to contribute capital, pay or grant any consideration or concession in any form (including providing any letter

of credit, guaranty or other financial accommodation) to any Person in order to cause any Transfer Limitation to be satisfied (other than reasonable out-of-pocket

expenses, attorneys’ fees and expenses and recording or similar fees, in each case of a third-party counterparty that are incurred in connection with satisfying the applicable Transfer Limitation); provided, that each Party shall be

responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the Receiving Party entitled to such Asset or required to assume

such Liability, as applicable, shall be responsible for recording or similar fees.

(g) Without limiting any other provision hereof, each

of Parent and SpinCo will take, and will cause each member of its Group to take, such actions as Parent determines are reasonably necessary to consummate or evidence the Restructuring (whether prior to, at or after the Distribution, as applicable).

The Parties agree that the manner in which the Restructuring has been or will be implemented is solely at the discretion of Parent.

(h)

Notwithstanding anything herein to the contrary, but subject to Article III, in the event that Parent determines to seek a novation or assignment and release with respect to any SpinCo Liability, SpinCo shall cooperate with, and shall cause

the other members of the SpinCo Group to cooperate with, Parent and the other members of the Parent Group (including, where necessary, entering into appropriate instruments of assumption subject to the last sentence of

Section 2.05 and, where necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group) to cause such novation or assignment and release to be obtained, on terms reasonably

acceptable to Parent, and to have Parent and the other members of the Parent Group released from all Liabilities to third parties and, in the event SpinCo determines to seek a novation or assignment and release with respect to any Parent Liability,

Parent shall cooperate with, and shall cause the other members of the Parent Group to cooperate with, SpinCo and the other members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption subject to the

last sentence of Section 2.05 and, where necessary, Parent providing parent guarantees in support of the obligations of other members of the Parent Group) to cause such novation or assignment and release to be obtained, on

terms reasonably acceptable to SpinCo, and to have SpinCo and the other members of the SpinCo Group released from all Liabilities to third parties; provided, that, neither Party nor any other member of its Group shall be required to

contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation, except as provided in this Section 2.01(h)) to any Person in

order to cause such novation or assignment and release to be obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or

similar fees, in each case of a third-party counterparty that are incurred in connection with the applicable novation or assignment and release).

Section 2.02 Priority of Agreements. Each of Parent and SpinCo agrees on behalf

of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) in the event of any conflict between the terms of this Agreement and the Tax Matters Agreement, the Tax Matters

Agreement will govern with respect to all matters relating to Taxes and Tax Returns and (b) in the event of any conflict between the terms of this Agreement and the Employee Matters Agreement, the Employee Matters Agreement will govern with

respect to all matters relating to employee and employee compensation and benefits-related matters. Except as set forth in the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to

the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the applicable Ancillary Agreement explicitly

provides otherwise in respect of such conflict).

Section 2.03 Termination of Intercompany Arrangements and

Intercompany Accounts; Payments.

(a) Except as set forth in Section 2.03(b) or

Section 2.03(c), in furtherance of the releases and other provisions of Section 6.01, effective as of the Distribution, the Parties agree that any and all Intercompany Arrangements (including any

intercompany accounts payable or accounts receivable in effect or accrued thereunder (“Intercompany Accounts”)) that are in existence as of the Distribution Date, shall be deemed terminated; provided, however,

that if more than one member of any Party’s Group is party to an Intercompany Arrangement, such Intercompany Arrangement shall continue in full force and effect as between the members of such Group and shall be terminated only as between such

Group members that are party thereto, on the one hand, and the members of the other Party’s Group that are party thereto, on the other hand. No such terminated Intercompany Arrangement or Intercompany Account (including any provision thereof

that purports to survive termination) shall be of any further force or effect after the Distribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect

the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements or conditions with respect to any Intercompany Arrangement.

(b) The provisions of Section 2.03(a) and Section 2.03(c) shall not apply to any of the

following Intercompany Arrangements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Arrangement or Intercompany Account contemplated by this Agreement

or any Ancillary Agreement to be entered into by either Party or any other member of its Group, including any Real Estate Separation Document and any Local Transfer Agreement, or created by any Ancillary Agreement); (ii) any Intercompany

Arrangements to which any third party is a party, including any Shared Contracts; (iii) any other Intercompany Arrangements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, any Ancillary Agreement or such

Intercompany Arrangement expressly contemplates will survive the Distribution Date; (iv) any Intercompany Arrangement entered into in connection with the transactions contemplated hereby for the purpose of surviving the Distribution and

governing commercial matters between Parent Group and the SpinCo Group following the Distribution; (v) any intercompany trade payables and trade receivables; and (vi) those Intercompany Arrangements and Intercompany Accounts set forth on

Section 2.03(b) of the Disclosure Letter (collectively, the “Surviving Intercompany Arrangements”).

Section 2.03(a), each of Parent and SpinCo shall cause each Intercompany Account between a member of the SpinCo Group, on the one hand, and a member of the Parent Group, on the other hand, outstanding as of the close of

business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Section 2.03(c) of the Disclosure Letter.

(d)

(i) Parent

and SpinCo agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing

(x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts.

(ii) With respect to any outstanding checks or wire transfers issued by, or payments made by, Parent, SpinCo or any of

their respective Subsidiaries prior to the Distribution, such outstanding checks, wire transfers or payments shall be honored from and after the Distribution by the Person or Group owning the account on which the check is drawn, or the wire transfer

or payment is made, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement.

(iii) Except to the extent prohibited by applicable Law or a Final Determination, the Parties contemplate that, from time to

time after the Distribution Date, a member of the Parent Group or of the SpinCo Group, as applicable (any such party, the “Paying Party”), as a convenience to a member of the SpinCo Group or of the Parent Group, as applicable (the

“Responsible Party”), or inadvertently, may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to this Agreement or otherwise) (any such payment made, a

“Disbursement,” and the underlying invoice or similar documentation evidencing such obligation, a “Disbursement Invoice”). Similarly, from time to time after the Distribution Date, a member of the Parent Group

or the SpinCo Group, as applicable (any such party, the “Collecting Party”), may receive from third parties certain payments to which a member of the SpinCo Group or of the Parent Group, as applicable, is entitled, including

payments made inadvertently (any such party, the “Disbursement Receiving Party,” and any such payment received, a “Receipt”). Accordingly, with respect to Disbursements and Receipts, the Parties agree as

follows:

(1) Disbursements. The Responsible Party shall pay to the Paying Party an amount equal to the amount of

such Disbursement, plus any out-of-pocket costs incurred by the Paying Party related to the processing and payment of such Disbursement (including any bank charges), all

of which shall be invoiced or, if applicable, settled in accordance with Section 11.06 of the Disclosure Letter, except as otherwise provided in this Section 2.03(d)(iii) (including with

respect to the time periods specified herein). A Paying Party shall provide such Disbursement Invoices for which it is seeking reimbursement as the Responsible Party may reasonably request.

(2) Receipts. A Collecting Party shall remit Receipts monthly in

arrears to the Disbursement Receiving Party in an amount equal to the aggregate amount of such Receipts minus any out-of-pocket costs incurred by the Collecting

Party related to the collection and processing of such Receipts (including any bank charges), all of which shall be paid in accordance with Section 11.06 of the Disclosure Letter (or deducted from any amount to be

reimbursed to the Collecting Party at such time under this Section 2.03(d)(iii), if applicable), except as otherwise provided in this Section 2.03(d)(iii) (including with respect to the time

periods specified herein).

(3) Certain Exceptions. If, with respect to any particular transaction(s), it is

impracticable under the circumstances to comply with the procedures set forth in this Section 2.03(d)(iii) (including the time periods specified herein), the Parties shall cooperate to find a mutually agreeable alternative

that shall achieve substantially similar economic results; provided, however, that, notwithstanding anything to the contrary in Section 11.06 of the Disclosure Letter, if a Collecting Party cannot

comply with the procedures set forth in Section 2.03(d)(iii)(2) because it does not become aware of a Receipt on behalf of the Disbursement Receiving Party in time (e.g., because of the commingling of funds in

an account), such Collecting Party shall remit such Receipt without interest thereon to the Disbursement Receiving Party within ten (10) business days after it becomes aware of such Receipt.

(e) Each of Parent and SpinCo shall, and shall cause the members of their respective Groups to, take all necessary actions to remove each of

SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to the close of business on the business day immediately prior to the Distribution Date.

(f) The Parties shall take the actions set forth on Section 2.03(f) of the Disclosure Letter.

Section 2.04 Shared Contracts.

(a) Except as set forth on Section 2.04 of the Disclosure Letter and subject to the other provisions of

Section 2.01(d) and Article III, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together in an effort to divide, partially assign,

modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, in each case as Parent shall determine in its sole discretion, such that (i) a member of the SpinCo Group is the

beneficiary of the rights and is responsible for the obligations related to the SpinCo Portion of a Shared Contract, which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (ii) a member of the Parent Group

is the beneficiary of the rights and is responsible

for the obligations related to the Parent Portion of a Shared Contract, which rights shall be a Parent Asset and which obligations shall be a Parent Liability. Nothing in this Agreement shall

require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to

enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the immediately preceding sentence, and subject to the other provisions of this

Section 2.04, then SpinCo shall, and shall cause its Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent in its sole discretion to provide that, following the Distribution, a

member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Parent Group shall receive the interest in the benefits and obligations of the Parent Portion

under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

(b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or

grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable

out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees, in each case of a third-party counterparty to a Shared Contract that are

incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract); provided, that each Party shall be responsible for its own reasonable

out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar

fees.

Section 2.05 Disclaimer of Representations and Warranties. Each of Parent (on behalf of itself and each other member of

the Parent Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Representation Letters, no party to this

Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or

thereby, as to the sufficiency of the Assets or Liabilities transferred, conveyed, accepted or assumed hereby or thereby, as applicable, as to any notices, Governmental Approvals or other Consents required in connection therewith or in connection

with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Liens of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of set-off or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered

hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof, and each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo (on behalf of itself and each other

member of the SpinCo Group) has relied only on the representations and warranties expressly contained in Section 11.01(c), in any Ancillary Agreement or the Representation Letters. Except as may expressly be set forth

herein or in any Ancillary Agreement, any such Assets are being transferred on an “as is,” “where is,” “with all faults” basis and the respective transferees shall bear the economic and legal risks that

(a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable

title, free and clear of any Liens and (b) any necessary notices, Governmental Approvals or other Consents are not delivered or obtained, as applicable, or that any requirements of Laws or

judgments are not complied with. To the extent any Local Transfer Agreement, Real Estate Separation Document or any other instrument, assignment, document or agreement described in Section 2.01 includes representations,

warranties, covenants, indemnities or other provisions inconsistent with the purpose of this Section 2.05, each of SpinCo, on behalf of itself and the SpinCo Group, and Parent, on behalf of itself and the Parent Group,

hereby waives and agrees not to enforce such provisions.

Section 2.06 Waiver of Bulk-Sale and Bulk-Transfer Laws. SpinCo

hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the

transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or

“bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

ARTICLE III

CREDIT

SUPPORT

Section 3.01 Replacement of Parent Credit Support.

(a) SpinCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as reasonably practicable after

the date hereof and in any event within one hundred and twenty (120) days after the Distribution Date, the termination or replacement of all guarantees, bank provided guarantees, covenants, indemnities, surety bonds, letters of credit, comfort

letters, or similar assurances of credit support (“Credit Support Instruments”) provided by, through or on behalf of any member of the Parent Group for the benefit of any member of the SpinCo Group or providing credit support for

a SpinCo Contract (“Parent Credit Support Instruments”), with alternate arrangements that do not require any Credit Support Instruments or other credit support from any member of the Parent Group. SpinCo shall use reasonable best

efforts to obtain from the beneficiaries of such Credit Support Instruments full written releases providing that such member of the Parent Group, as well as all related members of the Parent Group liable, directly or indirectly, for obligations to a

counterparty in connection with such Credit Support Instruments, will have no liability with respect to such Parent Credit Support Instruments. Such alternative arrangements and releases shall, in each case, be in form and substance reasonably

satisfactory to Parent. Notwithstanding the foregoing, if any Parent Credit Support Instrument has not been terminated or replaced, or for which release from such Parent Credit Support Instrument pursuant to this

Section 3.01(a) has not been obtained within one hundred and twenty (120) days after the Distribution Date, SpinCo shall continue to use reasonable best efforts to arrange, at its sole cost and expense and effective as

soon as practicable thereafter, the termination, replacement or assumption (with full release) of such Parent Credit Support Instruments.

(b) In furtherance of Section 3.01(a), to the extent required to

obtain the termination or replacement of a removal or release from a Parent Credit Support Instrument, SpinCo or an appropriate member of the SpinCo Group shall execute an agreement substantially in the form of such existing Parent Credit Support

Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing Parent Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which

SpinCo or the appropriate member of the SpinCo Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by SpinCo or the appropriate member of the SpinCo Group.

(c) For any Parent Credit Support Instrument that has not been terminated or replaced, or for which releases from such Parent Credit Support

Instrument pursuant to Section 3.01(a) and Section 3.01(b) have not been obtained, (i) without limiting SpinCo’s obligations under Article VI, SpinCo shall, from and after the

Distribution, (x) pay directly to the guarantor, obligor or surety issuing such Parent Credit Support Instrument any and all Liabilities, fees, costs and any other amounts incurred in connection with such Parent Credit Support Instrument

promptly following a written demand by Parent following the incurrence of such Liabilities, fees, costs and other amounts, (y) where a member of the Parent Group is required to pay such losses directly to the counterparty, advance such loss

amounts to Parent (or, at Parent’s election, another member of the Parent Group) prior to such member of the Parent Group’s requirement to pay and (z) indemnify, defend and hold harmless each member of the Parent Group against, and

reimburse such member of the Parent Group for, all Liabilities, fees, costs and any other amounts paid by such member of the Parent Group in connection with such Parent Credit Support Instrument, including any premiums due under such Parent Credit

Support Instrument and any amounts such member of the Parent Group is obligated to pay the guarantor, obligor, surety issuing such Parent Credit Support Instrument whether or not such Parent Credit Support Instrument is drawn upon or required to be

performed, (ii) with respect to any such Parent Credit Support Instrument that is in the form of a letter of credit, surety bond or bank guarantee, SpinCo shall provide the applicable member(s) of the Parent Group with letters of credit or

guarantees, in each case issued by a bank reasonably acceptable to Parent, against losses arising from such Parent Credit Support Instrument or, if Parent agrees in writing, cash collateralize the full amount of such Parent Credit Support Instrument

with respect to which such release has not been obtained and (iii) except as set forth on Section 3.01(d) of the Disclosure Letter, with respect to such Parent Credit Support Instrument, each of Parent and SpinCo, on

behalf of themselves and the members of each of their respective Groups, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of (or, in the

case of instruments subject to automatic renewal, fail to take such actions as are authorized under such instrument to prevent such automatic renewal), or increase any of its obligations under any loan, guarantee, lease, sublease, license, Contract

or other obligation for which the other Party or any member of the other Party’s Group is or may be liable under such Parent Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s

Group with respect thereto are thereupon terminated with a full release by documentation reasonably satisfactory in form and substance to the other Party.

(d) Notwithstanding anything to the contrary in this Section 3.01, the Parent Credit Support Instruments listed on

Section 3.01(d) of the Disclosure Letter shall be addressed in the manner provided on Section 3.01(d) of the Disclosure Letter.

Section 3.02 Replacement of SpinCo Credit Support.

(a) Parent shall use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as reasonably practicable after

the date hereof and in any event within one hundred and twenty (120) days after the Distribution Date, the termination or replacement of all Credit Support Instruments provided by, through or on behalf of any member of the SpinCo Group for the

benefit of any member of the Parent Group or providing credit support for a Contract of Parent or its Subsidiary other than a SpinCo Contract (“SpinCo Credit Support Instruments”), with alternate arrangements that do not

require any Credit Support Instruments or other credit support from any member of the SpinCo Group. Parent shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments full written releases providing that

such member of the SpinCo Group, as well as all related members of the SpinCo Group liable, directly or indirectly, for obligations to a counterparty in connection with such Credit Support Instruments, will have no liability with respect to such

SpinCo Credit Support Instruments. Such alternative arrangements and releases shall, in each case, be in form and substance reasonably satisfactory to SpinCo. Notwithstanding the foregoing, if any SpinCo Credit Support Instrument has not been

terminated or replaced, or for which release from such SpinCo Credit Support Instrument pursuant to this Section 3.02(a) has not been obtained within one hundred and twenty (120) days after the Distribution Date,

Parent shall continue to use reasonable best efforts to arrange, at its sole cost and expense and effective as soon as practicable thereafter, the termination, replacement or assumption (with full release) of such SpinCo Credit Support Instruments.

(b) In furtherance of Section 3.02(a), to the extent required to obtain the termination or replacement of a

removal or release from a SpinCo Credit Support Instrument, Parent or an appropriate member of the Parent Group shall execute an agreement substantially in the form of such existing SpinCo Credit Support Instrument or such other form as is agreed to

by the relevant parties to such agreement, except to the extent that such existing SpinCo Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which Parent or the appropriate member of the Parent

Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by Parent or the appropriate member of the Parent Group.

(c) For any SpinCo Credit Support Instrument that has not been terminated or replaced, or for which releases from such SpinCo Credit Support

Instrument pursuant to Section 3.02(a) and Section 3.02(b) have not been obtained, (i) without limiting Parent’s obligations under Article VI, Parent shall, from and after the

Distribution, (x) pay directly to the guarantor, obligor or surety issuing such SpinCo Credit Support Instrument any and all Liabilities, fees, costs and any other amounts incurred in connection with such SpinCo Credit Support Instrument

promptly following a written demand by SpinCo following the incurrence of such Liabilities, fees, costs and other amounts, (y) where a member of the SpinCo Group is required to pay such losses directly to the counterparty, advance such loss

amounts to SpinCo (or, at SpinCo’s election, another member of the SpinCo Group) prior to such member of the SpinCo Group’s requirement to pay and (z) indemnify, defend and hold harmless each member of the SpinCo Group against, and

reimburse such member of the SpinCo Group for, all Liabilities, fees, costs and any other amounts paid by such member of the SpinCo Group in connection with such SpinCo Credit Support Instrument, including any premiums due under such SpinCo Credit

Support Instrument and any amounts such member of the SpinCo Group is obligated to pay the guarantor,

obligor or surety issuing such SpinCo Credit Support Instrument whether or not such SpinCo Credit Support Instrument is drawn upon or required to be performed, (ii) with respect to any such

SpinCo Credit Support Instrument that is in the form of a letter of credit, surety bond or bank guarantee, Parent shall provide the applicable member(s) of the SpinCo Group with letters of credit or guarantees, in each case issued by a bank

reasonably acceptable to SpinCo, against losses arising from such SpinCo Credit Support Instrument or, if SpinCo agrees in writing, cash collateralize the full amount of such SpinCo Credit Support Instrument with respect to which such release has

not been obtained and (iii) except as set forth on Section 3.02(d) of the Disclosure Letter, with respect to such SpinCo Credit Support Instrument, each of Parent and SpinCo, on behalf of themselves and the members of

each of their respective Groups, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Distribution, not to renew or extend the term of (or, in the case of instruments subject to automatic

renewal, fail to take such actions as are authorized under such instrument to prevent such automatic renewal), or increase any of its obligations under any loan, guarantee, lease, sublease, license, Contract or other obligation for which the other

Party or any member of the other Party’s Group is or may be liable under such SpinCo Credit Support Instrument unless all obligations of the other Party and the other members of the other Party’s Group with respect thereto are thereupon

terminated with a full release by documentation reasonably satisfactory in form and substance to the other Party.

(d) Notwithstanding

anything to the contrary in this Section 3.02, the SpinCo Credit Support Instruments listed on Section 3.02(d) of the Disclosure Letter shall be addressed in the manner provided on

Section 3.02(d) of the Disclosure Letter.

ARTICLE IV

ACTIONS PENDING THE DISTRIBUTION

Section 4.01 Actions Prior to the Distribution.

(a) Subject to the conditions specified in Section 4.02 and subject to Section 5.03,

Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.

(b) Prior to the Distribution, Parent shall mail the Notice of Internet Availability of the Information Statement or the Information Statement

to the Record Holders.

effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement

or any of the Ancillary Agreements.

(d) Parent and SpinCo shall take all such action as may be necessary or appropriate under the

securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.

(e) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved

prior to the Distribution, an application for the listing of the SpinCo Stock to be distributed in the Distribution on the Exchange, subject to official notice of distribution.

(f) Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall have duly elected to the board of directors of

SpinCo the individuals listed as members of the board of directors of SpinCo in the Information Statement, and such individuals shall be the members of the board of directors of SpinCo effective as of immediately after the Distribution;

provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be appointed by the existing board of directors of SpinCo

prior to the date on which “when-issued” trading of the SpinCo Stock begins on the Exchange and begin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation and Human Resources Committee

and Nominating and Governance Committee.

(g) Prior to the Distribution, Parent shall deliver or cause to be delivered to SpinCo

resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately

prior to the Distribution (or shall otherwise cause such individuals to be removed as officers or directors, as applicable, of such SpinCo Group members), other than any individual expressly contemplated by the Information Statement to remain a

director of SpinCo following the Distribution.

(h) Immediately prior to the Distribution, the Memorandum and Articles of Association of

SpinCo, in substantially the form filed as an exhibit to the Form 10, shall be in effect.

Section 4.02 Conditions Precedent to

Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the

consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

(a) The board of directors of Parent shall have ratified, authorized and approved the Contribution and Distribution and not withdrawn such

authorization and approval, and shall have declared the dividend of SpinCo Stock to Parent stockholders.

(b) Each Master Ancillary

Agreement shall have been executed by each party to such agreement.

Exchange or another national securities exchange approved by Parent, subject to official notice of issuance.

(d) The Commission shall

have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission.

(e) Parent shall have received the written opinion of Paul, Weiss, Rifkind,

Wharton & Garrison LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letters, the Distribution will qualify for its Intended Tax Treatment.

(f) Parent shall have received the written opinion of a nationally recognized accounting firm, which shall remain in full force and effect,

that, subject to the accuracy of and compliance with the relevant Representation Letters, the Distribution should qualify for its Intended Tax Treatment.

(g) The Separation Transactions shall have been completed to the satisfaction of Parent (other than those steps that are expressly

contemplated to occur at or after the Distribution).

(h) No order, injunction or decree issued by any Governmental Authority of competent

jurisdiction or other applicable legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Parent shall have occurred, or failed to occur, that prevents the

consummation of the Distribution.

(i) No other events or developments shall have occurred prior to the Distribution that, in the judgment

of the board of directors of Parent, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or any other Separation Transaction.

(j) The actions set forth in Sections 4.01(b), (e), (f), (g) and (h) shall have

been completed.

The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of

Parent or the board of directors of Parent to waive, or not waive, such conditions or in any way limit the right of Parent to terminate this Agreement as set forth in Article X or alter the consequences of any such

termination from those specified in such Article. Any determination made by the board of directors of Parent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this

Section 4.02 shall be conclusive.

ARTICLE V

THE DISTRIBUTION

Section 5.01 The Distribution.

(a) SpinCo shall cooperate with Parent to accomplish the Distribution and shall, at the direction of Parent, use its reasonable best efforts

to promptly take any and all actions reasonably necessary, customary or advisable to effect the Distribution, including any Customary Offering Actions. Parent shall select any investment bank or manager in connection with the Distribution as well as

any financial printer, solicitation, exchange or distribution agent and financial, legal, accounting, tax and other advisors for Parent in connection with the Distribution. Parent or SpinCo, as the case may be, will provide, or cause the applicable

member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution (provided that any information required to be provided under this Section 5.01(a) shall

be subject to Section 7.09).

(b) Subject to the terms and conditions set forth in this Agreement, (i) after

completion of the Separation Transactions (other than those steps that are expressly contemplated to occur at or after the Distribution) and on or prior to the Distribution Date, for the benefit of and distribution to the holders of Parent Stock as

of the Record Date (“Record Holders”), Parent will deliver to the Agent 100.0% of the issued and outstanding shares of SpinCo Stock held by Parent and book-entry authorizations for such shares and (ii) on the Distribution

Date, Parent shall instruct the Agent to distribute, by means of a pro rata dividend based on the aggregate number of shares of Parent Stock held by each applicable Record Holder, to each Record Holder (or such Record Holder’s

bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of shares of SpinCo Stock to which such Record Holder is entitled based on a distribution ratio determined by Parent

in its sole discretion. The Distribution shall be effective at 12:01 a.m. New York City time on the Distribution Date. Parent shall, on or as soon as practicable after the Distribution Date, instruct the Agent to mail to each Record Holder (or

otherwise transmit in accordance with the Agent’s regular practices) an account statement indicating the number of shares of SpinCo Stock that have been registered in book-entry form in the name of such Record Holder.

Section 5.02 Fractional Shares. Record Holders holding a number of shares of Parent Stock on the Record Date that would entitle

such holders to receive less than one whole share of SpinCo Stock in the Distribution will receive cash in lieu of such fractional share. Fractional shares of SpinCo Stock will not be distributed in the Distribution nor credited to book-entry

accounts. Parent shall cause the Agent to, as soon as practicable after the date on which “when-issued” trading of the SpinCo Stock begins on the Exchange, (a) determine the number of whole shares and fractional shares of SpinCo

Stock allocable to each Record Holder and (b) aggregate all fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be

entitled to fractional share interests. Parent shall cause the Agent to, as soon as practicable after the Distribution Date, distribute to each such holder, or for the benefit of each beneficial owner, such holder’s or owner’s ratable

share of the net proceeds of such sale, based upon the average gross selling price per share of SpinCo Stock after making appropriate deductions for any amount required to be withheld under applicable Tax Law and less any brokers’ charges,

commissions or transfer Taxes. The Agent, in its sole discretion, will determine the timing and method of selling such fractional shares, the selling price of such fractional shares and the broker-dealer through which such fractional shares will be

sold; provided, however, that the designated broker-dealer shall not be an Affiliate of Parent or SpinCo. Neither Parent nor SpinCo will pay any interest on the proceeds from the sale of fractional shares.

Section 5.03 Sole Discretion of Parent. Parent shall, in its sole and absolute discretion, determine the Record Date, the

Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, and notwithstanding

anything to the contrary set forth below, Parent may at any time and from time to time until the consummation of all or part of the Distribution decide to abandon the Distribution or modify or change the form, structure or terms of any transactions

or offerings to effect the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Any determinations regarding the allocation of Assets, Liabilities or rights under this Agreement or

under any Ancillary Agreement, including the identification of Assets or Liabilities for allocation hereunder or thereunder, and the application of standards for such allocation, shall be made by Parent in its sole and absolute discretion.

ARTICLE VI

MUTUAL RELEASES; INDEMNIFICATION

Section 6.01 Release of Pre-Distribution Claims.

(a) Except as provided in Section 6.01(c) or elsewhere in this Agreement or the Ancillary Agreements, effective as

of the Distribution, SpinCo does, for itself and each other member of the SpinCo Group as of the Distribution (including, for the avoidance of doubt, any member of the SpinCo Group the equity interests of which are subject to

Section 2.01(d), their respective Affiliates as of the Distribution, and to the extent it may legally do so, its and their successors and assigns, and all Persons who at any time on or prior to the Distribution have been

stockholders, fiduciaries, directors, trustees, counsel, officers, members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employee

retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the SpinCo Group (in each case, solely in their

respective capacities as such), hereby remise, release and forever discharge Parent and the other members of the Parent Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or prior to the Distribution have

been stockholders, fiduciaries, directors, trustees, counsel, officers, members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or

employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the Parent Group (in each case, solely in

their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under

any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing or alleged to have existed on or before

the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off. For the avoidance of doubt, Parent’s

indemnification obligations with respect to Liabilities arising on or before the Distribution Date under Article 38 of its Articles, to the extent relating to the SpinCo Business, shall not be limited by this

Section 6.01(a), but shall constitute SpinCo Liabilities.

(b) Except as provided in

Section 6.01(c) or elsewhere in this Agreement or the Ancillary Agreements, effective as of the Distribution, Parent does, for itself and each other member of the Parent Group as of the Distribution, their respective

Affiliates as of the Distribution, and to the extent it may legally do so, its and their successors and assigns, and all Persons who at any time on or prior to the Distribution have been stockholders, fiduciaries, directors, trustees, counsel,

officers, members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including legal representatives, or employee retirement or benefit

plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the Parent Group

(in each case, solely in their respective capacities as such), hereby remise, release and forever discharge SpinCo, the other members of the SpinCo Group, their respective Affiliates, successors and assigns, and all Persons who at any time on or

prior to the Distribution have been stockholders, fiduciaries, directors, trustees, counsel, officers, members, managers, employees, agents, insurers, re-insurers, administrators, representatives, including

legal representatives, or employee retirement or benefit plans (and the trustees, administrators, fiduciaries, agents, representatives, insurers and re-insurers of such plans) of any member of the SpinCo Group

(in each case, solely in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution),

whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, or any conditions existing, or alleged to have

existed, on or before the Distribution, including in connection with the Spin-Off and all other activities to implement the Spin-Off.

Agreement, any Ancillary Agreement or any Intercompany Arrangement or Intercompany Account that is specified in Section 2.03(b) not to terminate as of the Distribution, in each case in accordance with its terms. Nothing

contained in Section 6.01(a) or (b) shall release:

(i) any Person from any

Liability provided in or resulting from any Contract among any members of the Parent Group or the SpinCo Group that is specified in Section 2.03(b) as not to terminate as of the Distribution, or any other Liability

specified in such Section 2.03(b) as not to terminate as of the Distribution;

(ii) any Person

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

Agreement;

(iii) any Person from any Liability provided in or resulting from any other Contract that is entered into

after the Distribution between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand;

(iv) any Party (or any member of its Group) from any Liability that such Party (or any member of its Group) may have to

directors, officers, agents or employees under indemnification or similar agreements or arrangements, except to the extent referred to in the last sentence of Section 6.01(a); or

(v) any employee from any Liability relating to, arising out of or resulting from such Person’s fraud, embezzlement or

misappropriation of Intellectual Property.

(d) SpinCo shall not make, and shall cause each other member of the SpinCo Group not to

make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to

Section 6.01(a), with respect to any Liabilities released pursuant to Section 6.01(a). Parent shall not make, and shall cause each other member of the Parent Group not to make, any claim or demand,

or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to

Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).

(e) It is the intent of each of Parent and SpinCo, by virtue of the provisions of this Section 6.01, to provide for

a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring, or failing to occur, or alleged to have occurred, or to have failed to occur, and all conditions existing or alleged to have existed

on or before the Distribution Date, between or among SpinCo or any other member of the SpinCo Group, on the one hand, and Parent or any other member of the Parent Group, on the other hand (including any contractual agreements or arrangements

existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 6.01, Section 6.02,

Section 6.03 or elsewhere in this Agreement or in any Ancillary Agreement. At any time, at the request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases

reflecting the provisions hereof.

Section 6.02 Indemnification by SpinCo. Subject to Section 6.04,

SpinCo shall indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective former and then-current directors, officers and employees, and each of the heirs, executors, administrators, successors and

assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees to the extent relating to, arising out of or resulting from any of the following items

(without duplication):

(a) the SpinCo Liabilities, including the failure of SpinCo or any other member of the SpinCo Group or any other

Person to pay, perform or otherwise promptly discharge any SpinCo Liability in accordance with its terms;

(b) any breach by SpinCo or any

other member of the SpinCo Group of this Agreement, or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

(c) any breach by SpinCo of any of the representations and warranties made by SpinCo on behalf of itself and the members of the SpinCo Group

in Section 11.01(c) or in the Representation Letters.

Section 6.03 Indemnification by

Parent. Subject to Section 6.04, Parent shall indemnify, defend and hold harmless SpinCo, each other member of the SpinCo Group and each of their respective former and then-current directors, officers and

employees, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees to the

extent relating to, arising out of or resulting from any of the following items (without duplication):

(a) the Parent Liabilities, including the failure of Parent or any other member of the

Parent Group, or any other Person, to pay, perform or otherwise promptly discharge any Parent Liability in accordance with its terms;

(b)

any breach by Parent or any other member of the Parent Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

(c) any breach by Parent of any of the representations and warranties made by Parent on behalf of itself and the members of the Parent Group

in Section 11.01(c).

Section 6.04 Indemnification Obligations Net of Insurance Proceeds and Third-Party

Proceeds.

(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be

net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability and (ii) other amounts recovered from any third party (net of any out-of-pocket costs or expenses incurred in, or Taxes imposed with respect to, the collection thereof) that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such

Liability (“Third-Party Proceeds”). Accordingly, the amount that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement

(an “Indemnitee”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a third party in respect of the related Liability. If an Indemnitee receives

a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the

Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third-Party Proceeds had been received,

realized or recovered before the Indemnity Payment was made; provided, that for the avoidance of doubt, such amount shall not exceed the amount of the Indemnity Payment.

(b) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any

subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit it

would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Subject to Section 6.10, each member of the Parent Group and SpinCo Group shall use

reasonable best efforts to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this

Article VI; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

to Section 12.01 of the Tax Matters Agreement.

Section 6.05 Procedures for Indemnification of Third-Party Claims.

(a) If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be

obligated to provide indemnification to such Indemnitee pursuant to this Agreement (including Article III), such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable. Any

such notice shall describe the Third-Party Claim in reasonable detail and shall include: (i) the basis for, and nature of, such Third-Party Claim, including the facts constituting the basis for such Third-Party Claim; (ii) the estimated

amount of losses (to the extent so estimable) that have been or may be sustained by the Indemnitee in connection with such Third-Party Claim; and (iii) copies of all notices and documents (including court papers) received by the Indemnitee

relating to the Third-Party Claim; provided, however, that any such notice need only specify such information reasonably known to the Indemnitee as of the date of such notice and shall not limit or prejudice any of the rights or

remedies of any Indemnitee on the basis of any limitations on the information included in such notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other similar privilege

or doctrine. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this

Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 6.05(a).

(b) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee within thirty (30) days after receipt of

notice from an Indemnitee in accordance with Section 6.05(a), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying

Party and reasonably acceptable to the Indemnitee; provided, however, that (x) SpinCo shall not be entitled to control the defense of any Third-Party Claim in respect of a Mixed Action (and, for the avoidance of doubt, Parent

shall control any such defense), (y) the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (i) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief

or (ii) if the Party to this Agreement which is part of such Indemnitee’s Group has determined in good faith that the Indemnifying Party controlling such defense would reasonably be expected to have a material adverse impact on the

reputation or the business relations of the Indemnitee or its Group, and (z) if the Party to this Agreement which is part of such Indemnitee’s Group determines in good faith that the proper defense of the Third-Party Claim requires that

the election to assume the defense of such claim be made in fewer than thirty (30) days, the Indemnitee may request that such election be made in such shorter period as the Indemnitee may reasonably determine; provided that such shorter

period may not be shorter than ten (10) days. The Indemnifying Party shall notify the Indemnitee in writing within the time period described in the immediately preceding sentence as to whether or not it will assume the defense of the applicable

Third-Party Claim. During such notice period, and prior to an election by the Indemnifying Party to control the defense of the applicable Third-Party Claim, the Indemnitee shall be permitted to take such actions in respect of such Third-Party Claim

as the Indemnitee determines in good faith are necessary or appropriate to avoid prejudice to the Indemnitee’s interests in respect of such Third-Party Claim during such notice period, provided that the Indemnitee will consult reasonably and

in good faith with the Indemnifying Party in respect of such actions in advance of taking such actions to the extent possible.

is not permitted to assume the defense of such Third-Party Claim) in accordance with this Agreement, or fails to notify an Indemnitee of its election as provided in Section 6.05(b), such Indemnitee may defend such

Third-Party Claim with counsel selected by the Indemnitee and reasonably acceptable to the Indemnifying Party. If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this

Agreement, the Indemnitee shall, subject to the terms of this Agreement, reasonably cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim.

(d) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this

Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if the Indemnifying Party

fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim

pursuant to Section 6.05(b), the Indemnitee may assume and control its own defense, and the Indemnifying Party will be liable for all reasonable and documented costs or expenses paid or incurred in connection with such

defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the immediately preceding sentence, not control), at its own expense, the defense of any Third-Party Claim that the other

is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to

present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such Action and the Indemnifying Party will pay the reasonable and documented fees and expenses of such counsel.

(e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim with respect to which

an Indemnifying Party is obligated to provide indemnification to an Indemnitee pursuant to this Agreement (including Article III) without the prior written consent of the applicable Indemnitee or Indemnitees (not to be

unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of liability with respect to any such Indemnitee or

Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and (iii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an

Indemnitee shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or

indirectly, against such Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed).

(f) Whether or not the

Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise, resolve or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent

(such consent not to be unreasonably withheld, conditioned or delayed).

Section 6.06 Additional Matters.

(a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by prompt written notice given by the

Indemnitee to the applicable Indemnifying Party. Any failure by an Indemnitee to give notice shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall

have been actually prejudiced by such failure.

(b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in

connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating

to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such

Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Indemnitee pursuant to a contractual indemnification or similar obligation granted to a third party in respect of Liabilities otherwise indemnifiable under Section 6.02 or Section 6.03 shall be

indemnifiable thereunder to the same extent that the underlying Liabilities would have been indemnifiable under Section 6.02 or Section 6.03.

(d) To the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past,

present or future Action are hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The

Parties and their respective Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

(e) Each of Parent and SpinCo hereby agrees that with respect to any Third-Party Claim or Action pending as of the Distribution Date or

commenced following the Distribution Date, in each case that (x) has named as a defendant one or more members of the SpinCo Group but otherwise relates only to the Parent Business or (y) has named as a defendant one or more members of the

Parent Group but otherwise relates only to the SpinCo Business, the Parties shall use reasonable best efforts, each at its own expense, to cause each such nominal defendant to be removed as a defendant from such Third-Party Claim or Action, as soon

as reasonably practicable (including using reasonable best efforts to petition the applicable court or counterparty to remove each such nominal defendant).

Section 6.07 Remedies Cumulative. The remedies provided in this Article VI shall be cumulative and,

subject to the provisions of Section 6.01, Section 6.10 and Article XI, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies

against any Indemnifying Party.

Section 6.08 Covenant Not to Sue. Each Party hereby covenants and agrees that

none of it, the members of such Party’s Group or any Person claiming through it shall bring an Action or otherwise assert any claim or defense against any Person, including before any court, arbitrator, mediator or administrative agency

anywhere in the world, and further (on behalf of itself, the members of such Party’s Group, and any other Person claiming through it) waives and releases any claim or defense against any Person, alleging that: (a) the assumption or

retention of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement or the Ancillary Agreements is unlawful, a breach of a fiduciary or other duty, void, unenforceable,

unconscionable, inequitable, or otherwise improper for any reason; (b) the assumption or retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement or the Ancillary

Agreements is unlawful, a breach of a fiduciary or other duty, void, unenforceable, unconscionable, inequitable, or otherwise improper for any reason; (c) the provisions of this Agreement (including this Article VI) or any

Ancillary Agreement are unlawful, a breach of a fiduciary or other duty, void, unenforceable, unconscionable, inequitable, or otherwise improper for any reason; or (d) any member of the Parent Group, or any officer, director or employee of any

such member, owes fiduciary duties to any member of the SpinCo Group or any equity holder of such member, in his, her or its capacity as such with respect to this Agreement, any Ancillary Agreement, any transaction contemplated hereby or thereby or

any agreement entered into in connection herewith or therewith. SpinCo shall bear all costs and expenses of the Parent Group in defending any claim brought in violation of this Section 6.08.

Section 6.09 Survival of Indemnities. The rights and obligations of each of Parent and SpinCo and their respective Indemnitees

under this Article VI shall survive the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities.

Section 6.10 Indemnified Damages. Except as may expressly be set forth in this Agreement or any Ancillary Agreement, none of

Parent, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other Parent Indemnitee or SpinCo Indemnitee, as applicable, under this Agreement for

any indirect, special, punitive, consequential, exemplary, enhanced or treble damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such

damages; provided, however, that the provisions of this Section 6.10 shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to

any third party not affiliated with any member of the Parent Group or the SpinCo Group for any indirect, special, punitive, consequential, exemplary, enhanced or treble damages.

Section 6.11 Management of Certain Actions, Government Investigations and Internal Investigations. Notwithstanding the

procedures set forth in Section 6.05, this Section 6.11 shall govern the management and direction of certain pending (or, as applicable in the case of Section 6.11(e),

future) Actions, Government Investigations and Internal Investigations involving one or more members of both the Parent Group and the SpinCo Group, but shall not alter the allocation of Liabilities set forth in Article II

or rights to indemnification pursuant to Section 6.02 or Section 6.03. In the event of any conflict between the provisions of this Section 6.11 and

Section 6.05 in respect of a SpinCo Directed Action, Parent Directed Action or Joint Action, the provisions of this Section 6.11 shall govern.

(a) From and after the Distribution, except as otherwise provided in

Section 6.11(a) of the Disclosure Letter and subject to Section 7.08:

(i) the SpinCo Group shall direct the defense, prosecution or conduct (as applicable) of any Actions, Government

Investigations and Internal Investigations described on Section 6.11(a) of the Disclosure Letter (the “SpinCo Directed Actions”), including the development and implementation of the legal strategy

for each SpinCo Directed Action, the filing of any motions, pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or enforcement officials, any responses to subpoenas,

requests or demands for information, any decision to appeal or not to appeal any decisions, judgment or order, and, subject to Section 6.11(d), any decision or consent to a settlement, compromise, resolution or discharge of

any SpinCo Directed Action or any aspect thereof;

(ii) SpinCo (or the applicable member of the SpinCo Group) shall be

responsible for selecting counsel in connection with the conduct and control of each SpinCo Directed Action;

(iii) Parent

(or the applicable member of the Parent Group) shall be entitled to participate in (but not control) the defense, prosecution or conduct (as applicable) of each SpinCo Directed Action, and SpinCo shall provide Parent with the reasonable opportunity

to consult, advise and comment with respect to all preparation, planning and strategy regarding any such SpinCo Directed Action, to the extent that Parent’s participation does not waive or jeopardize any attorney-client privilege, attorney

work product protection or other similar privilege or doctrine. The Parties and the applicable members of their respective Groups shall cooperate reasonably to preserve any attorney-client privilege, work product protection, joint defense, common

interest or other privilege as to third parties as may be available in connection with each Group’s participation in a SpinCo Directed Action; and

(iv) the costs and expenses incurred by the SpinCo Group and the Parent Group in connection with the conduct of any SpinCo

Directed Action shall be advanced, paid and reimbursed in accordance with Section 6.11 of the Disclosure Letter.

(b) From and after the Distribution, except as otherwise provided in Section 6.11(b) of the Disclosure Letter

and subject to Section 7.08:

(i) the Parent Group shall direct the defense, prosecution or

conduct (as applicable) of any Actions, Government Investigations and Internal Investigations described on Section 6.11(b) of the Disclosure Letter (the “Parent Directed Actions”), including the

development and implementation of the legal strategy for each Parent Directed Action, the filing of any motions, pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or

enforcement officials, any responses to subpoenas, requests or demands for information, any decision to appeal or not to appeal any decisions, judgment or order, and, subject to Section 6.11(d), any decision or consent to a

settlement, compromise, resolution or discharge of any Parent Directed Action or any aspect thereof;

(ii) Parent (or the applicable member of the Parent Group) shall be

responsible for selecting counsel in connection with the conduct and control of each Parent Directed Action;

(iii) SpinCo

(or the applicable member of the SpinCo Group) shall be entitled to participate in (but not control) the defense, prosecution or conduct (as applicable) of each Parent Directed Action, and Parent shall provide SpinCo with the reasonable opportunity

to consult, advise and comment with respect to all preparation, planning and strategy regarding any such Parent Directed Action, to the extent that SpinCo’s participation does not waive or jeopardize any attorney-client privilege, attorney

interest or other privilege as to third parties as may be available in connection with each Group’s participation in a Parent Directed Action; and

(iv) the costs and expenses incurred by the SpinCo Group and the Parent Group in connection with the conduct of any Parent

Directed Action shall be advanced, paid and reimbursed in accordance with Section 6.11 of the Disclosure Letter.

and subject to Section 7.08, the Parties shall separately but cooperatively manage and direct the defense, prosecution or conduct (as applicable) of any Actions, Government Investigations and Internal Investigations

described on Section 6.11(c) of the Disclosure Letter (“Joint Actions”), including the development and implementation of the legal strategy for each Joint Action, the filing of any motions,

pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or enforcement officials, any responses to subpoenas, requests or demands for information, any decision to appeal or

not to appeal any decisions, judgment or order, and, subject to Section 6.11(d), any decision or consent to a settlement, compromise, resolution or discharge of any Joint Action or any aspect thereof. The Parties shall

cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Joint Actions such that the appropriate Party or member of each Party’s Group is party thereto. The Parties shall

reasonably cooperate and consult with each other and, to the extent feasible, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, work product protection, joint

defense, common interest or other privilege with respect to any Joint Action. Notwithstanding anything to the contrary herein, the costs and expenses of counsel for each Joint Action shall be paid for by the Party indicated with respect to such

Joint Action on Section 6.11(c) of the Disclosure Letter; provided, that in the event that either Party determines to retain new separate counsel with respect to any Joint Action, such Party shall bear the

costs and expenses of its separate counsel. The costs and expenses incurred by SpinCo or Parent in connection with the conduct of any Joint Action shall be advanced, paid and reimbursed in accordance with Section 6.11 of

the Disclosure Letter. In any Joint Action, each of Parent and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating solely to the Parent Business or the SpinCo Business, respectively; provided

that each Party shall in good faith make reasonable best efforts to avoid adverse effects on the other Party.

(d) No Party managing an Action (the “Managing Party”) pursuant to this

Section 6.11 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing

Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Joint Action, any co-defendant, shall be required to consent to such entry of judgment or to such settlement that the Managing Party or other co-defendant may recommend with respect to any

claim for which such Non-Managing Party (or co-defendant) is the defendant if the judgment or settlement: (i) contains no finding or admission of liability with

respect to such Non-Managing Party’s (or co-defendant’s) Group or its applicable related Persons; (ii) involves only monetary relief which the Managing

Party or proposing co-defendant has agreed to pay; and (iii) includes a full and unconditional release of the Non-Managing Party’s (or co-defendant’s) Group and its applicable related Persons. Notwithstanding the foregoing, the consent of the Non-Managing Party or

co-defendant shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other

non-monetary relief to be entered, directly or indirectly, against the Non-Managing Party’s Group or its applicable related Persons (such consent not to be

unreasonably withheld, conditioned or delayed).

(e) Any Government Investigation that (i) is not set forth on

Section 6.11(c) of the Disclosure Letter, (ii) Parent determines in good faith involves one or more members of both the Parent Group and the SpinCo Group, (iii) relates to conduct that occurred prior to the

Distribution Date and (iv) Parent determines in good faith involves, or would reasonably be expected to involve, non-monetary relief sought by a Governmental Authority with respect to a member of the

Parent Group, shall be separately but cooperatively managed and directed by the Parties as if it were a Joint Action in accordance with the terms of Section 6.11(c) (subject, for the avoidance of doubt, to

Section 6.11 of the Disclosure Letter and Section 6.11(d)). If either Party shall receive notice or otherwise learn of a Government Investigation that would reasonably be expected to require

cooperative management as a Joint Action pursuant to this Section 6.11(e), such Party shall give the other Party written notice thereof as soon as reasonably practicable.

ARTICLE VII

ACCESS TO INFORMATION; PRIVILEGE; CONFIDENTIALITY

Section 7.01 Agreement for Exchange of Information; Archives.

(a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b),

each of Parent and SpinCo, on behalf of its Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time

periods on or prior to the Distribution Date in the possession or under the control of such respective Group, relating to the Parent Business or the SpinCo Business, which Parent or SpinCo, or any

member of its respective Group, as applicable: (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Parent or SpinCo, or any member of its

respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Parent or SpinCo, or any member of its respective Group, as applicable;

(ii) requests for use in any other judicial, regulatory, administrative or other Action or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or in order to satisfy audit, accounting,

regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided that any request for information pursuant to this

Section 7.01 shall be used only for the purposes described in this paragraph.

(b) In the event that either

Parent or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client

privilege, attorney work product protection or other similar privilege or doctrine, such Party may restrict such information to view by the other Party’s attorneys’ and experts’ eyes only before providing access to or furnishing

such Information to the other Party; provided, however, that both Parent and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such

harm or consequence.

Section 7.02 Ownership of Information. Any Information owned by one Group that is provided to the

requesting Party hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein or in any Ancillary Agreement, nothing herein shall be construed as granting or conferring rights of license or

otherwise in any such Information.

Section 7.03 Compensation for Providing Information. The Party requesting information

pursuant to this Article VII shall reimburse the providing Party for the reasonable, documented, out-of-pocket costs, if any, in complying with

a request for Information pursuant to this Article VII (whether or not such Information was a SpinCo Asset or a Parent Asset).

Section 7.04 Record Retention. To facilitate the possible exchange of Information pursuant to this

Article VII and other provisions of this Agreement, each Party shall use its reasonable best efforts to retain all Information in such Party’s possession relating to the other Party or its businesses, Assets or

Liabilities, this Agreement or the Ancillary Agreements, in each case in accordance with such Party’s standard record retention practices and in any event not less than the standards in Parent’s record retention practices as of the date

hereof and in accordance with applicable Law. Each of Parent and SpinCo shall use their reasonable best efforts to maintain and continue their respective Group’s compliance with all “litigation holds” listed on

Section 7.04(b) of the Disclosure Letter in accordance with the provisions set forth on Section 7.04(b) of the Disclosure Letter with respect to such listed litigation hold.

Section 7.05 Accounting Information. Without limiting the generality of Section 7.01 but subject to

Section 7.01(b):

(a) Until the end of the first full fiscal year occurring after the Distribution Date (and

for a reasonable period of time afterwards, as determined in good faith by Parent, or as required by Law for Parent to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial

results of the SpinCo Group were consolidated with those of Parent), SpinCo shall use its reasonable best efforts to assist Parent in meeting Parent’s timetable for dissemination of its financial statements and to enable Parent’s

auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts and during such period as specified in the immediately preceding sentence, to the extent reasonably necessary for the preparation

of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) SpinCo shall authorize and direct its auditors to make available to Parent’s auditors, within a

reasonable time prior to the date of Parent’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of SpinCo and (y) work papers to the extent related

to such annual audits and quarterly reviews, to enable Parent’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of SpinCo’s auditors as it relates to Parent’s

auditors’ opinion or report and (ii) until all governmental audits of those financial statements of Parent specified in the immediately preceding sentence are complete, SpinCo shall provide reasonable access during normal business hours

for Parent’s internal auditors, counsel and other designated representatives to (x) the premises of SpinCo and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of SpinCo and its

Subsidiaries and (y) the officers and employees of SpinCo and its Subsidiaries, so that Parent may conduct reasonable audits relating to the financial statements provided by SpinCo and its Subsidiaries; provided, however, that

such access shall not be unreasonably disruptive to the business and affairs of the SpinCo Group; provided, further, that, any request for access pursuant to this Section 7.05(a) shall be made in good faith

and limited to the extent reasonable to satisfy the good faith basis for such request.

(b) Until the end of the first full fiscal year

occurring after the Distribution Date (and for a reasonable period of time afterwards, as determined in good faith by Parent, or as required by Law), Parent shall use its reasonable best efforts to assist SpinCo in meeting SpinCo’s timetable

for dissemination of its financial statements and to enable SpinCo’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such efforts, and during such period as specified in the immediately

preceding sentence, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) Parent shall authorize and

direct its auditors to make available to SpinCo’s auditors, within a reasonable time prior to the date of SpinCo’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and

quarterly reviews of Parent and (y) work papers to the extent related to such annual audits and quarterly reviews, to enable SpinCo’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the

work of Parent’s auditors as it relates to SpinCo’s auditors’ opinion or report and (ii) until all governmental audits of those financial statements of SpinCo specified in the immediately preceding sentence are complete,

Parent shall provide reasonable access during normal business hours for SpinCo’s internal auditors, counsel and other designated representatives to (x) the premises of Parent and its Subsidiaries and all Information (and duplicating

rights) within the knowledge, possession or control of Parent and its Subsidiaries and (y) the officers and employees of Parent and its Subsidiaries, so that SpinCo may conduct reasonable audits relating to the financial statements provided by

Parent and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Parent Group; provided, further, that, any request for access pursuant to this

Section 7.05(b) shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request.

officer(s) (as such terms are defined in the rules and regulations of the Commission) of Parent to make any certifications required of them under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, SpinCo shall, within a reasonable period of

time following a request from Parent in anticipation of filing such reports, cause its principal executive officer(s) and principal financial officer(s) to provide Parent with certifications of such officers in support of the certifications of

Parent’s principal executive officer(s) and principal financial officer(s) required under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to (i) Parent’s Quarterly Report on Form

10-Q filed with respect to the fiscal quarter during which the Distribution Date occurs (unless such quarter is Parent’s fourth fiscal quarter), (ii) to the extent applicable, each subsequent fiscal

quarter through the third fiscal quarter of the year in which the Distribution Date occurs and (iii) Parent’s Annual Report on Form 10-K filed with respect to the fiscal year during which the

Distribution Date occurs. Such certifications shall be provided in substantially the same form and manner as such SpinCo officers provided prior to the Distribution (reflecting any changes in certifications necessitated by the Spin-Off or any other transactions related thereto) or as otherwise agreed upon between Parent and SpinCo.

Section 7.06 Limitations of Liability. Each of Parent (on behalf of itself and each other member of the Parent Group) and SpinCo

(on behalf of itself and each other member of the SpinCo Group) understands and agrees that neither Party is representing or warranting in any way as to the accuracy or sufficiency of any Information exchanged or disclosed under this Agreement,

including any Information that constitutes an estimate or forecast or is based upon an estimate or forecast.

Section 7.07

Production of Witnesses; Records; Cooperation.

(a) Without limiting any of the rights or obligations of the Parties pursuant to

Section 7.01 or Section 7.04, after the Distribution Date, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, and subject to

Section 7.01(b), each of Parent and SpinCo shall use their reasonable best efforts to make reasonably available, upon written request: (i) the former, current and future directors, officers, employees, other personnel

and agents of the Persons in its respective Group (whether as witnesses or otherwise); and (ii) subject to Section 7.01(b), Information contemplated by Section 7.01(a), in each case of clauses

(i) and (ii), to the extent that such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any

Action, Internal Investigation, Commission comment or review or threatened or contemplated Action, Internal Investigation, Commission comment or review (including preparation for any such Action, Internal Investigation, Commission comment or review)

in which either Parent or SpinCo or any Person or Persons in its Group, as applicable, may from time to time be involved, regardless of whether such Action, Internal Investigation, Commission comment or review or threatened or contemplated Action,

Internal Investigation, Commission comment or review is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable, documented, out-of-pocket costs and expenses in connection therewith.

(b) Without limiting the foregoing, Parent and SpinCo shall use their reasonable best

efforts to cooperate and consult with each other to the extent reasonably necessary with respect to any Actions, Internal Investigations or threatened or contemplated Actions or Internal Investigations (including in connection with preparation for

any such Action or Internal Investigation), other than an Adversarial Action or threatened or contemplated Adversarial Action.

obligation of Parent and SpinCo, pursuant to this Section 7.07, to use their reasonable best efforts to make available former, current and future directors, officers, employees and other personnel and agents or provide

witnesses and experts, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available

employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict. Without limiting the foregoing, each of Parent and SpinCo agrees that neither it nor any Person or

Persons in its respective Group will take any adverse action against any employee of its Group based on such employee’s provision of assistance or information to each other pursuant to this Section 7.07.

Section 7.08 Privileged Matters.

(a) Solely for purposes of asserting privileges which may be asserted under applicable Law, and without limiting the provisions of

Section 7.10: (x) in order to protect the rights of the Parties to assert privilege, the Parties acknowledge and agree that legal and other professional services that have been and will be provided prior to the Distribution

(whether by outside counsel, in-house counsel, other legal professionals, or other professionals acting at the direction of counsel) have been and will be rendered for the collective benefit of Parent and

SpinCo, and (y) each of Parent and SpinCo shall be deemed to have been the client in connection with such services with respect to periods prior to the Distribution. The Parties acknowledge and agree that legal and other professional services

will be provided following the Distribution, which services will be rendered solely for the benefit of Parent or SpinCo, as the case may be.

(b) Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any

privileged Information that relates solely to the Parent Business or the Distribution and not to the SpinCo Business, whether or not the privileged Information is in the possession or under the control of any member of the Parent Group or any member

of the SpinCo Group. Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates solely to any Parent Assets or Parent Liabilities, and

not any SpinCo Assets or SpinCo Liabilities, in connection with any Actions or Internal Investigations that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any

member of the Parent Group or any member of the SpinCo Group. For the avoidance of doubt, Information shall not be deemed to relate to the Parent Business solely by virtue of the fact that personnel associated with the corporate function of Parent

were involved in the production or evaluation of such Information or otherwise involved in the Actions or Internal Investigations relating to such Information.

privileges and immunities in connection with any privileged Information that relates solely to the SpinCo Business and not to the Parent Business or the Distribution, whether or not the privileged Information is in the possession or under the

control of any member of the SpinCo Group or any member of the Parent Group. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information that relates

solely to any SpinCo Assets or SpinCo Liabilities and not any Parent Assets or Parent Liabilities in connection with any Actions or Internal Investigations that are now pending or may be asserted in the future, whether or not the privileged

Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group. For the avoidance of doubt, Information shall not be deemed to relate to the SpinCo Business solely by virtue of the fact that

SpinCo personnel were involved in the production or evaluation of such Information or otherwise involved in the Actions or Internal Investigations relating to such Information.

(d) Subject to the remaining provisions of this Section 7.08, the Parties agree that Parent shall be entitled, in

perpetuity, to control the assertion or waiver of all privileges and immunities in connection with privileged Information not otherwise allocated pursuant to this Section 7.08 in connection with any Actions or Internal

Investigations, or threatened or contemplated Actions or Internal Investigations, or other matters that involve both Parties (or one or more members of their respective Groups), whether or not such privileged Information is in the possession or

under the control of a member of the SpinCo Group or a member of the Parent Group.

(e) To the extent that an issue regarding a privilege

controlled by one Party under this Section 7.08 arises in connection with an Action or Internal Investigation the defense, prosecution or conduct (as applicable) of which the other Party is entitled to direct pursuant to

Section 6.11, the Party entitled to control such privilege shall cooperate in good faith with the Party directing such Action or Internal Investigation in order to facilitate the efficient administration of such Action or

Internal Investigation. If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their

respective Groups, each Party agrees that it shall: (i) negotiate with the other Party in good faith and (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request (or of written notice

that it will receive or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production or disclosure of privileged Information subject to a shared privilege or immunity or as to which the other

Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees

have received any subpoena, discovery or other requests (or have received written notice that they will receive or have received such subpoena, discovery or other requests) that may reasonably be expected to result in the production or disclosure of

such privileged Information, such Party shall promptly notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the privileged Information and to

assert any rights it or they may have, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information; provided that if such Party is prohibited by applicable Law from

disclosing the existence of such subpoena, discovery or other request, such Party shall provide written notice of such related information for which disclosure is not prohibited by applicable Law

and use reasonable best efforts to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other Party to be informed of to enable the other Party to review the privileged Information

and to assert its rights, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information.

(g) The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and

documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a

waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that: (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant to the

terms of Section 7.09 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such privileged Information; and (ii) the

Party receiving such privileged Information shall promptly return such privileged Information to the Party who has the right to assert the privilege or immunity.

Section 7.09 Confidential Information.

(a) Each of Parent and SpinCo, on behalf of itself and each Person in its respective Group, shall hold, and cause its respective directors,

officers, employees, agents, accountants, subcontractors, counsel and other advisors and representatives (each, a “Representative”) to hold, in strict confidence, not release or disclose and protect with at least the same degree

of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary information pursuant to policies in effect as of the Distribution Date, all confidential or proprietary Information concerning the Parent

Business or the Parent Group (in the case of SpinCo or a member of its Group) or the SpinCo Business or the SpinCo Group (in the case of Parent or a member of its Group) (such Group’s “Specified Confidential Information”)

that is either in its possession (including such Specified Confidential Information in its possession prior to the Distribution) or furnished by the other Group or its respective Representatives at any time pursuant to this Agreement or any

Ancillary Agreement, and shall not use any such Specified Confidential Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Specified Confidential Information

is: (x) in the public domain through no fault of any member of the Parent Group or the SpinCo Group, as applicable, or any of its respective Representatives; (y) later lawfully acquired from other sources by any of Parent, SpinCo or their

respective Groups or Representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of Parent, SpinCo or Persons in their respective Groups, as applicable; or (z) independently

generated after the date hereof without reference to any Specified Confidential Information of the Parent Group or the SpinCo Group, as applicable. Notwithstanding the foregoing, each of Parent and SpinCo may release or disclose, or permit to be

released or disclosed, any such Specified Confidential Information of the other Group (i) to their respective Representatives who need to know such Specified Confidential Information (who shall be advised of the obligations hereunder with

respect to such Specified Confidential Information), (ii) to any nationally recognized statistical rating organization as it reasonably deems necessary, solely for the purpose of obtaining

a rating of securities or other debt instruments upon normal terms and conditions, (iii) if such Party or its Group is required or compelled to disclose any such Specified Confidential

Information by judicial or administrative process (including any proceeding brought by a Governmental Authority) or by other requirements of Law or stock exchange rule, in each case, to the extent such Party is advised by counsel that it is

advisable to do so, (iv) as required in connection with the defense of any legal or other proceeding brought by one Party against the other Party or in respect of claims by one Party against the other Party brought in such a proceeding,

(v) as necessary in order to permit a Party to prepare and disclose its financial statements, Tax Returns or other required disclosures under applicable Law or in connection with the Distribution, (vi) as necessary for a Party to enforce

its rights or perform its obligations under this Agreement or any Ancillary Agreement and (vii) to Governmental Authorities in accordance with applicable procurement regulations and contract requirements; provided, however, that,

with respect to clause (i) hereof: (A) such Representatives shall keep such Specified Confidential Information confidential and will not disclose such Specified Confidential Information to any other Person and (B) each Party agrees

that it is responsible to the other Party for any action or failure to act that would constitute a breach or violation of this Section 7.09(a) by any such Representative; with respect to clause (ii) hereof, the Party

whose Specified Confidential Information is being disclosed or released to such rating organization is promptly notified thereof in writing in advance of such disclosure or release; with respect to public disclosures pursuant to clause (iii)

hereof, that the Party required to disclose such Specified Confidential Information gives the other Party a reasonable opportunity to review and comment on the portion of such disclosure containing or reflecting Specified Confidential Information

prior to the disclosure thereof; and, in the case of disclosure required by judicial or administrative process pursuant to clause (iii) hereof, that the Party required to disclose such Specified Confidential Information gives the other Party,

to the extent reasonably practicable and legally permissible, prompt prior notice of such disclosure and an opportunity to contest such disclosure and shall use reasonable best efforts to cooperate, at the expense of the requesting Party, in seeking

any reasonable protective arrangements requested by such Party. In the event that such appropriate protective order or other remedy is not obtained, the Party that is required to disclose such Specified Confidential Information of the other Group

shall furnish, or cause to be furnished, only that portion of such Specified Confidential Information that is legally required to be disclosed and shall use reasonable best efforts to ensure that confidential treatment is accorded such Specified

Confidential Information.

(b) Each Party acknowledges that it or members of its Group may presently have and, after the Distribution, may

gain access to or possession of confidential or proprietary Information of, or legally protected personal Information relating to, third parties: (i) that was received under confidentiality or

non-disclosure agreements entered into between such third parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Distribution or

(ii) that, as between the two Parties, was originally collected by the other Party or such other Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall

hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, in strict confidence, not release or disclose and protect with at least the same degree of care, but no less than a reasonable

degree of care, that it applies to its own confidential and proprietary information pursuant to policies in effect as of the Distribution Date, the confidential and proprietary Information of, or legally protected personal Information relating to,

third parties in accordance with privacy, data protection or other applicable Laws and the terms of any Contracts that were either entered into before the Distribution or affirmative commitments or representations that were made before the

Distribution by, between or among the other Party or members of the other Party’s Group, on the one hand, and such third parties, on the other hand.

disclose, disseminate, or use the ideas, concepts, know-how and techniques, in each case that are related to the receiving Party’s business activities and that are contained in the disclosing

Party’s Specified Confidential Information and retained in the unaided memories of the receiving Party’s employees who have had access to the disclosing Party’s Specified Confidential Information, who have not intentionally

memorized such Specified Confidential Information, and in each case without the specific intent to use or disclose such Specified Confidential Information. For the avoidance of doubt, nothing in this Section 7.09(c) grants

either Party any right or license in or to any Patents or Copyrights.

Section 7.10 Conflicts Waiver. Each of the Parties

acknowledges, on behalf of itself and each other member of its Group, notwithstanding anything to the contrary contained herein or imposed by operation of law, that Parent has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, Carey

Olsen Jersey LLP, Davis Polk & Wardwell LLP and Covington & Burling LLP (collectively, the “Known Counsel”) to act as its counsel in connection with this Agreement, the Ancillary Agreements and the transactions

contemplated hereby and thereby. SpinCo hereby agrees on behalf of itself and each member of its Group that, notwithstanding anything to the contrary contained herein or imposed by operation of law, in the event that a dispute (whether or not

related to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby and thereby) arises between or among (x) any member of the SpinCo Group, any SpinCo Indemnitee or any of their respective Affiliates, on the one hand,

and (y) any member of the Parent Group, any Parent Indemnitee or any of their respective Affiliates, on the other hand: (a) any Known Counsel may represent any member of the Parent Group, any Parent Indemnitee or any of their respective

Affiliates in such dispute even though the interests of such Person may be directly adverse to, or conflict with the legal or economic interests of, any Person described in clause (x), and even though such Known Counsel may have represented or

provided advice to a Person described in clause (x) in a matter substantially related to such dispute at or prior to the Distribution, or may be handling ongoing matters for a Person described in clause (x) as of the Distribution Date that

continue following the Distribution, and even though such Known Counsel may have or previously have had confidential or privileged information of a Person described in clause (x) that may be related to such dispute, (b) SpinCo hereby

waives, on behalf of itself and each other Person described in clause (x), as applicable, any conflict of interest or claim to confidentiality in connection with such representation by such Known Counsel, and (c) SpinCo hereby agrees, on

behalf of itself and each other Person described in clause (x), as applicable, not to seek to disqualify such Known Counsel in connection with such representation. SpinCo, on behalf of itself and each other member of its Group, irrevocably

authorizes any Known Counsel to disclose or provide any of its confidential or privileged information existing as of the date hereof to Parent or any other member of Parent’s Group, and to otherwise use or disclose that information in

accordance with Parent’s direction. Each of SpinCo and Parent, on behalf of itself and each other member of its Group, agrees to take, and to cause their respective then-Affiliates to take, all steps necessary to implement the intent of this

Section 7.10. Each of SpinCo and Parent, on behalf of itself and each other member of its Group, further agrees that each Known Counsel and its respective partners and employees are third-party beneficiaries of this

Section 7.10, and may seek to enforce this Section 7.10.

ARTICLE VIII

INSURANCE

Section 8.01 Maintenance of Insurance and Termination of Coverage.

(a) Until the Distribution, Parent shall (i) cause the members of the SpinCo Group and their respective employees, officers and directors

to continue to be covered as insured parties under the applicable policies of insurance of Parent and its Subsidiaries, in a manner which is no less favorable than the coverage provided for the Parent Group and (ii) permit the members of the

SpinCo Group and their respective employees, officers and directors to submit claims in the ordinary course, relating to, arising out of or resulting from facts, circumstances, events or matters that occurred prior to the Distribution to the extent

permitted under such policies.

(b) Except as otherwise expressly permitted in this Article VIII, Parent and

SpinCo acknowledge that, as of immediately prior to the Distribution, Parent intends to take such action as it may deem necessary or desirable to remove the members of the SpinCo Group and their respective employees, officers and directors as

insured parties under any policy of insurance issued to any member of the Parent Group by any insurance carrier effective immediately prior to the Distribution, and on or following the Distribution, the SpinCo Group shall cease to be in any manner

insured by, entitled to any benefits or coverage under, or entitled to seek benefits or coverage from or under any Parent insurance policies other than any insurance policy issued exclusively in the name and for the benefit of any member of the

SpinCo Group (and except for any such insurance policy which forms a part of a fronted, or equivalent, insurance program for which any member of the Parent Group retains funding responsibility). SpinCo Group will not be entitled at or following the

Distribution to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring at or after the Distribution. No member of the Parent Group shall be deemed to have made any

representation or warranty as to the availability of any coverage, insurability, or satisfaction of any terms and conditions under any such insurance policy. At and after the Distribution, the SpinCo Group shall procure all contractual and

statutorily obligated insurance related to the operation of the SpinCo Business.

Section 8.02 Claims under Parent Insurance

Policies.

(a) At and after the Distribution, the members of each of the Parent Group and the SpinCo Group shall, subject to the terms

of this Section 8.02, have the right to assert Parent Policy Pre-Separation Insurance Matters under the applicable Available Insurance Policies up to the full extent of the applicable

and available limits of liability of such policy subject to the terms and conditions of such policies.

(i) With respect

to any claims contemplated by Section 8.02(a) asserted by members of the SpinCo Group with respect to the SpinCo Business, subject to the terms of this Section 8.02, members of the SpinCo Group

shall be solely responsible for notifications, and updates to the applicable insurance companies, compliance with all policy terms and conditions, and for the handling, pursuit and collection of such claims.

(ii) Members of the SpinCo Group shall not, without the written consent of

Parent, amend, modify, waive or release any rights of Parent under any such insurance policies and programs. Parent shall have primary control over any Parent Policy Pre-Separation Insurance Matters relating

to both the Parent Business and the SpinCo Business, subject to the terms and conditions of the relevant policy of insurance governing such control.

(b) Each of Parent and SpinCo shall, and shall cause each member of the Parent Group and SpinCo Group, respectively, to, reasonably cooperate

with and assist the applicable member of the SpinCo Group and the Parent Group, as applicable, with respect to claims reported to insurance companies pursuant to Section 8.02(a). With respect to coverage claims or requests

for benefits asserted by members of the SpinCo Group under the Available Insurance Policies, Parent shall have the right but not the duty to monitor or associate with such claims.

shall limit, waive or abrogate in any manner any rights of any member of the Parent Group to insurance coverage under the Parent Insurance Policies for any matter, whether relating to the rights of the SpinCo Group or otherwise and (ii) Parent

shall retain the exclusive right to control the insurance policies of the Parent Group, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or

otherwise resolve disputes with respect to any of such insurance policies and to amend, modify or waive any rights under any such insurance policies, notwithstanding whether any such insurance policies apply to any past, present or future

Liabilities of or claims by any member of the SpinCo Group, including coverage claims with respect to any claim, act, omission, event, circumstance, occurrence or loss for which the SpinCo Group may make a claim under an insurance policy pursuant to

this Section 8.02. SpinCo, on behalf of itself and each member of the SpinCo Group, hereby gives consent for the Parent to inform any affected insurer of this Agreement and to provide such insurer, as reasonably necessary,

with all or any portion of a copy hereof.

Section 8.03 Claims under SpinCo Insurance Policies.

(a) At and after the Distribution, the members of each of the Parent Group and the SpinCo Group shall, subject to the terms of this

Section 8.03, have the right to assert SpinCo Policy Pre-Separation Insurance Matters under the applicable SpinCo insurance policies up to the full extent of the applicable and

available limits of liability of such policy subject to the terms and conditions of such policies.

(i) With respect to

any claims contemplated by Section 8.03(a) asserted by members of the Parent Group with respect to the Parent Business, subject to the terms of this Section 8.03, members of the Parent Group shall

be solely responsible for notifications, and updates to the applicable insurance companies, compliance with all policy terms and conditions, and for the handling, pursuit and collection of such claims.

(ii) Members of the Parent Group shall not, without the written consent of

SpinCo, amend, modify, waive or release any rights of SpinCo under any such insurance policies and programs. SpinCo shall have primary control over any SpinCo Policy Pre-Separation Insurance Matters relating

to both the Parent Business and the SpinCo Business, subject to the terms and conditions of the relevant policy of insurance governing such control.

(b) Each of Parent and SpinCo shall, and shall cause each member of the Parent Group and SpinCo Group, respectively, to, reasonably cooperate

with and assist the applicable member of the SpinCo Group and the Parent Group, as applicable, with respect to claims reported to insurance companies pursuant to Section 8.03(a). With respect to coverage claims or requests

for benefits asserted by members of the Parent Group under the insurance policies of the SpinCo Group, SpinCo shall have the right but not the duty to monitor or associate with such claims.

Agreement shall limit, waive or abrogate in any manner any rights of any member of the SpinCo Group to insurance coverage for any matter, whether relating to the rights of the Parent Group or otherwise and (ii) SpinCo shall retain the exclusive

right to control the insurance policies of the SpinCo Group, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes

with respect to any of such insurance policies and to amend, modify or waive any rights under any such insurance policies, notwithstanding whether any such insurance policies apply to any past, present or future Liabilities of or claims by any

member of the Parent Group, including coverage claims with respect to any claim, act, omission, event, circumstance, occurrence or loss for which the Parent Group may make a claim under an insurance policy pursuant to this

Section 8.03. Parent, on behalf of itself and each member of the Parent Group, hereby gives consent for SpinCo to inform any affected insurer of this Agreement and to provide such insurer, as reasonably necessary, with all

or any portion of a copy hereof.

Section 8.04 Insurance Proceeds. Except as set forth on

Section 8.04 of the Disclosure Letter, any Insurance Proceeds received by the Parent Group for the benefit of members of the SpinCo Group or by the SpinCo Group for the benefit of members of the Parent Group, in

accordance with Section 8.02 or Section 8.03, shall be transferred, respectively, to the SpinCo Group (in the former case) or the Parent Group (in the latter case). Any Insurance Proceeds received

for the benefit of both the Parent Group and the SpinCo Group shall be distributed pro rata based on the respective share of the underlying loss.

Section 8.05 Claims Not Reimbursed. Neither Party shall be liable to the other Party for claims, or portions of claims, not

reimbursed by insurers under any policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, reimbursement obligations (including under “fronted” or similar insurance policies),

bankruptcy or insolvency of any insurance carrier(s), policy limitations or restrictions (including exhaustion of limits), any coverage disputes, any failure to timely file a claim by any member of the Parent Group or any member of the SpinCo Group

or any defect in such claim or its processing. To the extent an insurance carrier requires a Party or a member of such Party’s Group to make a payment in respect of a deductible, retention or other similar limitation on coverage that is the

obligation of

the other Party or of a member of such other Party’s Group, the responsible Party shall cause such amount to be repaid to the applicable Party or Group member in accordance with

Section 11.06 of the Disclosure Letter. Nothing in this Section 8.05 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this

Agreement, by operation of Law or otherwise.

Section 8.06 D&O Policies. At and after the Distribution, Parent shall not,

and shall cause the members of the Parent Group not to, take any action that would limit the coverage of the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution under any directors and

officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Parent Group in respect of claims made against and known by Parent prior to the

Distribution. Parent shall, and shall cause the members of the Parent Group to, reasonably cooperate with the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution in their pursuit of any

such coverage claims under such D&O Policies which could inure to the benefit of such individuals. Parent shall allow SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine the

relevant D&O Policies maintained by Parent and members of the Parent Group. Parent shall provide, and shall cause other members of the Parent Group to provide, such cooperation as is reasonably requested by SpinCo in order for SpinCo to have in

effect at and after the Distribution new D&O Policies with respect to claims reported at or after the Distribution including for claims relating to acts or omissions prior to the Distribution. Each of SpinCo and Parent shall, and shall cause

each member of the SpinCo Group and the Parent Group, respectively, to have in effect at and after the Distribution such D&O Policies as are appropriate in their respective judgments to cover any claims reported at or after the Distribution for

which they respectively have written indemnity obligations to directors, officers and employees, including for claims relating to acts or omissions prior to the Distribution.

ARTICLE IX

FURTHER

ASSURANCES AND ADDITIONAL COVENANTS

Section 9.01 Further Assurances. In addition to the actions specifically provided for

elsewhere in this Agreement, but subject to the express limitations of this Agreement and of the Ancillary Agreements, each of the Parties shall, subject to Section 5.03, use reasonable best efforts, prior to, on and after

the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate, and make effective, the transactions

contemplated by this Agreement.

Section 9.02 Non-Solicitation Covenant. For a period

of one (1) year from and after the Distribution Date, neither Party shall, and shall ensure that the other members of such Party’s Group shall not, directly or indirectly, (i) solicit or induce or attempt to solicit or induce any

executive, any officer or any employee of the other Party’s Group to leave employment of such Party’s Group or (ii) hire any executive, any officer or any employee, in each case, without the prior written consent of Parent or

SpinCo, as applicable; provided, however, that this Section 9.02 shall not prohibit any general offers of employment to the public, including through a bona fide search firm, so long as it is not specifically

targeted toward employees of the Parent Group or the SpinCo Group, as applicable.

ARTICLE X

TERMINATION

Section 10.01 Termination. This Agreement may be terminated by Parent at any time, in its sole discretion, prior to the

Distribution.

Section 10.02 Effect of Termination. In the event of any termination of this Agreement prior to the

Distribution, neither Party (nor any member of their Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement or the Ancillary

Agreements.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and

shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or

PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

(b) This Agreement, the Ancillary

Agreements, the Disclosure Letter and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations,

discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or

referred to herein or therein. In the event of conflict or inconsistency between the provisions of this Agreement or any Master Ancillary Agreement, on the one hand, and the provisions of any Local Transfer Agreement (including any provision of a

Local Transfer Agreement providing for dispute resolution mechanisms inconsistent with those provided herein), on the other hand, the provisions of this Agreement and any such Master Ancillary Agreement shall prevail and remain in full force and

effect, unless otherwise stated in such Master Ancillary Agreement or required by non-waivable local Law. Each Party hereto shall, and shall cause each of its Subsidiaries to, implement the provisions of and

the transactions contemplated by the Local Transfer Agreement in accordance with the immediately preceding sentence.

SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the

requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the

transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party

has been (or, in the case of any Ancillary Agreement, will be on or prior to the Distribution Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms

hereof or thereof.

Section 11.02 Negotiation. In the event of any dispute arising out of or in connection with this Agreement

or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article XI) or the transactions contemplated hereby or thereby,

including any Action based on contract, tort, equity, statute, regulation or constitution (collectively, “Disputes”), the Party raising the Dispute shall first give written notice of the Dispute (a “Dispute

Notice”), and the chief legal officers of the Parties (or such other individuals designated by the respective chief legal officers) or the executive officers designated by the Parties shall negotiate for a reasonable period of time to

settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed thirty (30) days (the “Negotiation Period”) from the time of receipt of the Dispute

Notice; provided, further, that in the event of any arbitration in accordance with Section 11.03, the Parties shall not assert the defenses of statute of limitations, laches or any other defense, in each such

case based on the passage of time during the Negotiation Period.

Section 11.03 Arbitration. If the Dispute has not been

resolved for any reason within the Negotiation Period, such Dispute shall thereafter be settled by final and binding arbitration under the Rules of Arbitration (“Rules”) of the International Chamber of Commerce (the

“ICC”) by a single arbitrator appointed in accordance with the said Rules, except as provided in Section 11.04 or as otherwise modified herein. No award or procedural order made in the arbitration shall

be published.

(a) The arbitrator shall be a member in good standing of the Bar of the Supreme Court of Delaware for at least ten

(10) years.

(b) The arbitration shall be held, and the award shall be rendered, in New York, New York, in the English language.

(c) Time is of the essence for any arbitration under this agreement and arbitration hearings shall conclude within one hundred and eighty

(180) days of the date of signature of the Terms of Reference (as described in the Rules) and awards rendered within ninety (90) days thereafter. The arbitrator shall agree to these limits prior to accepting appointment.

(d) For the avoidance of doubt, by submitting their Dispute to arbitration under the Rules,

the Parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the arbitration, the jurisdiction of the Arbitral Tribunal (including the scope of this agreement to

arbitrate and the extent to which a Dispute is within that scope), and the procedural conditions for arbitration, shall be finally and solely determined by the Arbitral Tribunal.

(e) Without derogating from Section 11.03(f), the Arbitral Tribunal or any Emergency Arbitrator shall have the full

authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings

(“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an emergency arbitrator appointed

in the manner provided for in the Rules (the “Emergency Arbitrator”). Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and,

moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 11.04. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief;

provided, however, that (i) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator; and (ii) in the event an Emergency Arbitrator or the Arbitral

Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of

competent jurisdiction.

(f) The Arbitral Tribunal shall have the power to grant any remedy or relief that is in accordance with the terms

of this Agreement or the applicable Ancillary Agreement, including specific performance and temporary or final injunctive relief, provided, however, that except as provided in Section 11.12, the Arbitral

Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Ancillary Agreement, nor any right or power to award indirect, special, punitive, consequential,

exemplary, enhanced or treble damages.

(g) The Arbitral Tribunal shall have the power to allocate the costs and fees of the arbitration,

including reasonable attorneys’ fees and expenses and costs as well as those costs and fees addressed in the Rules, between the Parties in the manner it deems fit.

(h) Arbitration under this Article XI shall be the sole and exclusive remedy for any Dispute, and any award rendered thereby

shall be final and binding upon the Parties as from the date rendered. Judgment on the award rendered by the Arbitral Tribunal may be entered in any state or federal court within the State of Delaware (which courts the Parties hereby agree have

jurisdiction over them to enforce any such award) and any other court having jurisdiction over the relevant Party or its Assets.

(i) The

International Court of Arbitration of the ICC shall, at the request of a Party, consolidate two or more arbitrations pending under the Rules into a single arbitration, where all of the claims in the arbitrations are made under the Agreement or the

Ancillary Agreements. When arbitrations are consolidated, they shall be consolidated into the arbitration that commenced first, unless otherwise agreed by all parties to the arbitrations.

Section 11.04 Specific Performance. Subject to

Section 11.02 and Section 11.03, except as provided below, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any

applicable Ancillary Agreement, the affected Party shall have the right to specific performance, declaratory relief and injunctive or other equitable relief (on a permanent, emergency, temporary, preliminary or interim basis) of its rights under

this Agreement or any applicable Ancillary Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the

basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for

specific performance that a remedy at Law would be adequate is hereby waived. Any requirements for the securing or posting of any bond or similar security with such remedy are hereby waived. For the avoidance of doubt, the rights pursuant to this

Section 11.04 shall be pursued in arbitration under Section 11.03.

Section 11.05

Confidentiality. The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs or other documents or evidence submitted or

exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the Arbitral Tribunal, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except

as and to the extent required by applicable Law or stock exchange rule or to defend or pursue any legal right or to the extent required for financial reporting or the audit of applicable financial statements. In the event any Party makes application

to any court in connection with this Section 11.05 (including any for Interim Relief or proceedings to enforce a final award), that Party shall take all steps reasonably within its power to cause such application, and any

exhibits (including copies of any award or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal (other than with respect to materials already publicly available), shall oppose any challenge by any third party to such

sealing, and shall give the other Party prompt (and, in any event, within one business day) notice of such challenge.

Section 11.06

No Set-Off; Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, (a) neither

Party nor any member of such Party’s Group shall have any right of set-off or other similar rights with respect to (i) amounts payable pursuant to this Agreement or any Ancillary Agreement or

(ii) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any Ancillary Agreement and (b) any amounts payable pursuant to this Agreement (including pursuant to

Section 2.03(d)(iii)) or any Ancillary Agreement shall be settled in the manner and on the timeframes provided on Section 11.06 of the Disclosure Letter.

Section 11.07 Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide

services and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of Section 11.02, Section 11.03,

Section 11.04 or Section 11.05 with respect to all matters not subject to such dispute resolution.

Section 11.08 Governing Law. This Agreement and any disputes relating to,

arising out of or resulting from this Agreement, including to its execution, performance, or enforcement, shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, regardless of the Laws that might

otherwise govern under applicable principles of conflicts of Laws thereof.

Section 11.09 Assignability. Except as otherwise

provided for in this Agreement, neither this Agreement nor any right, interest or obligation arising under this Agreement shall be assignable (including by means of a divisional or divisive merger or similar transaction), in whole or in part,

directly or indirectly, by either Party without the prior written consent of the other Party, and any attempt to assign any rights, interests or obligations arising under this Agreement without such consent shall be void; provided, that

(i) a Party may assign any or all of its rights, interests and obligations hereunder to a member of such Party’s Group, so long as such assignee agrees pursuant to an agreement in writing reasonably satisfactory to the other Party to be

bound by the terms of this Agreement as if named a “Party” hereto and (ii) a Party may assign this Agreement or any or all of the rights, interests and obligations hereunder in connection with a merger, divisive merger,

reorganization or consolidation transaction in which such Party is a constituent party but not the surviving entity or the sale by such Party of all or substantially all of its Assets, so long as the surviving entity of such merger, reorganization

or consolidation transaction or the transferee of such Assets shall assume all the obligations of the relevant Party by operation of law or pursuant to an agreement in writing, reasonably satisfactory to the other Party, to be bound by the terms of

this Agreement as if named as a “Party” hereto; provided, further, that no assignment permitted by clauses (i) or (ii) of this Section 11.09 shall release the assigning Party from liability

for the full performance of its obligations under this Agreement, unless agreed to in writing by the non-assigning Party. In the case of any assignment permitted by this

Section 11.09, the assigning Party shall provide prompt written notice of such assignment to the non-assigning Party.

Section 11.10 Third-Party Beneficiaries. Except as expressly set forth in Section 7.10, the rights of

the members of each Party’s Group as set forth herein, and for the indemnification rights under this Agreement of any Parent Indemnitee or SpinCo Indemnitee in his, her or its capacity as such, (a) the provisions of this Agreement are

solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not

provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 11.11 Notices. All notices or other communications under this Agreement

shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after

transmittal by electronic mail (followed by delivery of an original via overnight courier service) or (d) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified

mail, return receipt requested, postage prepaid and addressed as follows:

If to Parent, to:

Aptiv PLC

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: [***]

E-mail: [***]

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Steven J. Williams

Andrew D. Krause

E-mail: swilliams@paulweiss.com

akrause@paulweiss.com

If to SpinCo, to:

Versigent

PLC

Spitalstrasse 5

8200

Schaffhausen, Switzerland

Attn: [***]

Email: [***]

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be

given. Each Party agrees that nothing in this Agreement shall affect the other Party’s right to serve process in any other manner permitted by Law (including pursuant to the rules for foreign service of process authorized by the Hague

Convention).

Section 11.12 Severability. If any provision of this Agreement or the application thereof to any Person or

circumstance is determined by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances, or in jurisdictions other than

those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby

is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such arbitrator or court

determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

Section 11.13 Publicity. SpinCo shall consult with Parent and shall, subject to

the requirements of Section 7.09, provide Parent the opportunity to review and comment upon any press releases or other public statements in connection with the Spin-Off or any of the

other transactions contemplated hereby and any filings with any Governmental Authority or national securities exchange with respect thereto, in each case prior to the issuance or filing thereof, as applicable (including the Information Statement,

SpinCo’s Current Reports on Form 8-K to be filed on the Distribution Date, SpinCo’s Quarterly Reports on Form 10-Q filed with respect to the fiscal

quarter during which the Distribution Date occurs, or if such quarter is the fourth fiscal quarter, SpinCo’s Annual Reports on Form 10-K filed with respect to the fiscal year during which the

Distribution Date occurs (each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a “First Post-Distribution Report”)).

SpinCo’s obligations pursuant to this Section 11.13 shall terminate on the date on which SpinCo’s First Post-Distribution Report is filed with the Commission.

Section 11.14 Expenses. Except as set forth on Section 11.14 of the Disclosure Letter, or as

otherwise expressly provided in this Agreement or in any Ancillary Agreement, (i) all third-party fees, costs and expenses incurred by either the Parent Group or the SpinCo Group in connection with effecting the

Spin-Off prior to or on the Distribution Date (but excluding, for the avoidance of doubt, any financing fees, discounts or interest payable in respect of any indebtedness incurred by SpinCo in connection with

the Spin-Off), will be borne and paid by Parent and (ii) all third-party fees, costs and expenses incurred by either the Parent Group or the SpinCo Group in connection with effecting the Spin-Off following the Distribution Date, will be borne and paid by the Party incurring such fee, cost or expense. For the avoidance of doubt, this Section 11.14 shall not affect each

Party’s responsibility to indemnify Parent Liabilities or SpinCo Liabilities, as applicable, arising from the transactions contemplated by the Distribution.

Section 11.15 Headings. The article, section and paragraph headings contained in this Agreement, including in the table of

contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.16 Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the

Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

Section 11.17 Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right

or remedy under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any

course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party

of any subsequent or other default.

Section 11.18 Amendments. No provisions of this Agreement shall be deemed

waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

Section 11.19 Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender

shall be held to include the other gender as the context requires. The terms “hereof,” “herein,” “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a

whole (including the Disclosure Letter) and not to any particular provision of this Agreement. Article or Section references are to the Articles and Sections of or to this Agreement or the Disclosure Letter, as applicable, unless otherwise

specified. Any capitalized terms used in the Disclosure Letter or in any Schedule to any Ancillary Agreement but not otherwise defined therein shall have the meaning as defined in the Disclosure Letter or the Ancillary Agreement to which such

Schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such

agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein, including in

Section 11.18). The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise

specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply

“if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. References herein to any Law shall be deemed to refer to such law as amended, reenacted, supplemented or superseded in

whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by

the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

[Remainder of page left intentionally blank; signature pages follow.]

IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be

executed as of the date first noted above by their duly authorized representatives.

APTIV PLC

By:

/s/ Varun Laroyia

Name: Varun Laroyia

Title: Executive VP & CFO

VERSIGENT LIMITED

By:

/s/ Timothy Seitz

Name: Timothy Seitz

Title: Director

[Signature Page to Separation and Distribution Agreement]

EX-3.1

Filename: d52176dex31.htm · Sequence: 3

EX-3.1

Exhibit 3.1

COMPANIES (JERSEY) LAW 1991

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

VERSIGENT PLC

a par value public limited company

Company number: 159788

Carey

Olsen Jersey LLP

47 Esplanade

St. Helier

Jersey

JE1 0BD

Channel

Islands

COMPANIES (JERSEY) LAW 1991 (the “Law”)

MEMORANDUM OF ASSOCIATION

VERSIGENT PLC

(the “Company”)

a par value public limited company

INTERPRETATION

Words and expressions contained in this Memorandum of Association have the same meanings as in the Law.

COMPANY NAME

The name of the Company is Versigent PLC.

TYPE OF COMPANY

3.1

The Company is a public company.

3.2

The Company is a par value company.

NUMBER OF SHARES

The share capital of the Company is US$12,500,000 divided into 1,200,000,000 ordinary shares of US$0.01 each and 50,000,000 preferred shares of US$0.01 each

(which may be issued in such class or classes as the Directors may determine in accordance with the Articles of Association of the Company).

LIABILITY OF MEMBERS

The liability of a member arising from the holding of a share in the Company is limited to the amount (if any) unpaid on it.

COMPANIES (JERSEY) LAW 1991

ARTICLES OF ASSOCIATION

VERSIGENT PLC

a par value public limited company

CONTENTS

INTERPRETATION

SHARE CAPITAL

SHARE PREMIUM ACCOUNT

ALTERATION OF SHARE CAPITAL

VARIATION OF RIGHTS

SHARE CERTIFICATES

LIEN

CALLS ON SHARES

10.

FORFEITURE OF SHARES

11.

TRANSFER OF SHARES

12.

TRANSMISSION OF SHARES

13.

GENERAL MEETINGS

14.

CLASS MEETINGS

15.

NOTICE OF GENERAL MEETINGS

16.

PROCEEDINGS AT GENERAL MEETINGS

17.

VOTES OF MEMBERS

18.

CORPORATE MEMBERS

19.

DIRECTORS

20.

ALTERNATE DIRECTORS

21.

POWERS OF DIRECTORS

22.

DELEGATION OF DIRECTORS’ POWERS

23.

APPOINTMENT OF DIRECTORS

24.

RESIGNATION, DISQUALIFICATION AND REMOVAL OF DIRECTORS

25.

REMUNERATION AND EXPENSES OF DIRECTORS

26.

EXECUTIVE DIRECTORS

27.

DIRECTORS’ INTERESTS

28.

PROCEEDINGS OF DIRECTORS

29.

MINUTE BOOK

30.

SECRETARY

31.

THE SEAL

32.

AUTHENTICATION OF DOCUMENTS

33.

DIVIDENDS

34.

CAPITALISATION OF PROFITS

35.

ACCOUNTS AND AUDIT

36.

NOTICES

37.

WINDING UP

38.

INDEMNITY

39.

FIXING RECORD DATE

40.

UNTRACED MEMBERS

41.

NON-APPLICATION OF STANDARD TABLE

COMPANIES (JERSEY) LAW 1991

ARTICLES OF ASSOCIATION

VERSIGENT PLC

a par value public limited company

INTERPRETATION

1.1

In these Articles, unless the context or law otherwise requires, the following words and expressions shall have

the meanings respectively assigned to them below:

1.1.1

“Annual General Meeting” has the meaning ascribed to it in Article 13.2;

1.1.2

“these Articles” means these Articles of Association in their present form or as from time

to time amended;

1.1.3

“Auditors” means the auditors of the Company appointed pursuant to these Articles;

1.1.4

“Bankrupt” has the meaning ascribed to it in the Interpretation (Jersey) Law, 1954;

1.1.5

“Clear Days” means in relation to the period of a Notice that period excluding the day when

the Notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

1.1.6

“Company” means the company incorporated under the Law in respect of which these Articles

have been registered;

1.1.7

“Directors” or “Board of Directors” means the directors of the Company

for the time being;

1.1.8

“electronic” has the meaning given to the word “electronic” in the Electronic

Communications Law;

1.1.9

“Electronic Communications Law” means the Electronic Communications (Jersey) Law 2000;

1.1.10

“electronic signature” has the meaning given to the expression “electronic

signature” in the Electronic Communications Law;

1.1.11

“Exchange Act” has the meaning ascribed to it in Article 23.6;

1.1.12

“Extraordinary General Meeting” has the meaning ascribed to it in Article 13.2;

1.1.13

“Group” means the Versigent group of companies from time to time;

1.1.14

“Group Company” means any company (including the Company) which is part of the Group;

1.1.15

“Holder” means in relation to shares the Member whose name is entered in the Register as the

holder of the shares;

1.1.16

“the Law” means the Companies (Jersey) Law 1991 and any subordinate legislation from time to

time made thereunder, including any statutory modifications or re-enactments for the time being in force;

1.1.17

“Member” means the subscribers to the Memorandum of Association of the Company and any other

Person whose name is entered in the Register as the Holder of shares in the Company;

1.1.18

“Month” means calendar month;

1.1.19

“Notice” means a notice in Writing unless otherwise specifically stated;

1.1.20

“Office” means the registered office of the Company;

1.1.21

“Officer” includes a Secretary but otherwise has the meaning ascribed to it in the Law;

1.1.22

“Ordinary Resolution” means a resolution of the Company in general meeting adopted by a

simple majority of the votes cast at that meeting;

1.1.23

“Ordinary Share” means an ordinary share in the capital of the Company with a nominal value

of US$0.01 and having the rights attaching thereto prescribed in these Articles;

1.1.24

“Paid Up” includes credited as paid up;

1.1.25

“Persons” includes associations and bodies of persons, whether corporate or unincorporate;

1.1.26

“Preferred Share” means a preferred share in the capital of the Company with a nominal value

of US$0.01 designated as a Preferred Share by the Directors and allotted and issued in one or more classes in accordance with the provisions of the Law and these Articles and having the rights provided for in these Articles and in any Statement of

Rights. In these Articles, except when referred to under their separate classes, the term Preferred Shares shall mean all such shares;

1.1.27

“Present”:

(a)

in relation to general meetings of the Company and to meetings of the Holders of any class of shares includes

present in person or present by attorney or by proxy or in the case of a corporate shareholder by representative; and

(b)

in relation to Virtual Meetings means present by means of participating in a communication in accordance with

the Law and, in relation to physical meetings at which Virtual Attendance is permitted, includes present by way of Virtual Attendance in accordance with the Law,

but a Member shall not be regarded as Present at a meeting unless the Member is entitled to attend and vote at that meeting;

1.1.28

“Register” means the register of Members required to be kept pursuant to Article 41 of the

Law;

1.1.29

“Seal” means the common seal of the Company;

1.1.30

“Secretary” means any Person appointed to perform any of the duties of secretary of the

Company (including an assistant or deputy secretary) and in the event of two or more Persons being appointed as joint secretaries any one or more of the Persons so appointed;

1.1.31

“Signed” includes a signature or representation of a signature affixed by mechanical or

other means (including electronic) and where a document is to be signed by a company, an association or a body of Persons the word “Signed” shall be construed as including the signature of a duly authorised representative on its

behalf as well as any other means by which it would normally execute the document;

1.1.32

“Special Resolution” means a resolution of the Company passed as a special resolution in

accordance with the Law;

1.1.33

“Statement of Rights” in relation to each class of Preferred Share, a memorandum approved by

the Directors setting out the specific rights and obligations attaching to the Preferred Shares of such class which are in addition to those rights and obligations contained in and determined in accordance with these Articles;

1.1.34

“subsidiary” has the meaning ascribed to it by Article 2(1) of the Law;

1.1.35

“Virtual Attendance” means the attendance at a meeting by persons entitled to do so solely

by means of participating in a communication in accordance with the Law where certain other persons entitled to do so attend that meeting by being physically present together at a meeting place;

1.1.36

“Virtual Meeting” means a meeting at which all persons (being persons entitled to

participate in that meeting) participate in that meeting solely by means of participating in a communication in accordance with the Law; and

1.1.37

“in Writing” includes written, printed, telexed, electronically transmitted or represented

or reproduced by any other mode of representing or reproducing words in a visible form.

1.2

Save as defined herein and unless the context otherwise requires, words or expressions contained in these

Articles shall bear the same meaning as in the Law but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

1.3

In these Articles, unless the context or law otherwise requires:

1.3.1

where, in relation to a document in electronic form, these Articles refer to “executed”, the

reference is to such document being “signed” within the meaning of the Electronic Communications Law, and “execute” and “execution” shall be construed accordingly;

1.3.2

references to a document or information being “sent”, “supplied” or “given”

to or by a person mean such document or information, or a copy of such document or information, being sent, supplied, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method

authorised by these Articles, and “sending”, “supplying” and “giving” shall be construed accordingly;

1.3.3

references to “writing” mean the representation or reproduction of words, symbols or other

information in a visible form by any method or combination of methods, whether in electronic form or otherwise, and “written” shall be construed accordingly;

1.3.4

words and expressions which are cognate to those defined in Article 1.1 shall be construed accordingly;

1.3.5

the word “may” shall be construed as permissive and the word “shall”

shall be construed as imperative;

1.3.6

words importing the singular number only shall be construed as including the plural number and vice

versa;

1.3.7

words importing the masculine gender only shall be construed as including the feminine and neuter genders;

1.3.8

the word “dividend” has the meaning ascribed to the word “distribution” in

Article 114 of the Law;

1.3.9

references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed; and

1.3.10

references to a numbered Article are to the Article so numbered of these Articles.

1.4

The clause and paragraph headings in these Articles are for convenience only and shall not be taken into

account in the construction or interpretation of these Articles.

SHARE CAPITAL

2.1

The share capital of the Company is as specified in the Memorandum of Association and the shares of the Company

shall have the rights and be subject to the conditions contained in these Articles and, in the case of any Preferred Share of any class to the Statement of Rights relating thereto.

2.2

The rights attaching to Ordinary Shares are as follows:

2.2.1

As regards income – Subject to the Law and the provisions of these Articles, each Ordinary Share

shall confer on the holder thereof the right to receive such profits of the Company available for distribution as the Directors may declare or the Members may resolve by Ordinary Resolution after any payment to the Members holding shares of any

other class other than Ordinary Shares of any amount then payable in accordance with the relevant Statement of Rights or other terms of issue of that class.

2.2.2

As regards capital – If the Company is wound up, the holder of an Ordinary Share shall be

entitled, following payment to the Members holding shares of any other class other than Ordinary Shares of all amounts then payable to them in accordance with the relevant Statement of Rights or other terms of issue of that class, to repayment of

the nominal amount of the capital paid up thereon and thereafter any surplus assets of the Company then remaining shall be distributed pari passi among the holders of the Ordinary Shares in proportion to the amounts paid up thereon (whether

on account of the nominal value of the shares or by way of premium).

2.2.3

As regards voting – At any general meeting of the Company and any separate class meeting of the

holders of Ordinary Shares every holder of Ordinary Shares who is present in person or by proxy shall have one vote for every Ordinary Share of which he is the holder.

2.2.4

As regards redemption – the Ordinary Shares are not redeemable (without prejudice to Articles 2.8

and 2.14).

2.3

Subject to the provisions of these Articles, the rights and obligations attaching to any Preferred Share shall

be determined at the time of issue by the Directors in their absolute discretion. Each Preferred Share shall be issued by the Directors on behalf of the Company as part of a class. The rights and obligations attaching to each class of Preferred

Shares in addition to those set out in these Articles shall be set out in a Statement of Rights.

2.4

The Statement of Rights in respect of each class of Preferred Shares may, without limitation, comprise or

include:-

2.4.1

the class to which each Preferred Share shall belong, such class to be designated with a class number and, if

the Directors so determine, title;

2.4.2

details of any dividends payable in respect of the relevant class;

2.4.3

details of rights attaching to shares of the relevant class to receive a return of capital on a winding up of

the Company;

2.4.4

details of the voting rights attaching to shares of the relevant class (which may provide, without limitation,

that each Preferred share shall have more than one vote on a poll at any general meeting of the Company);

2.4.5

a statement as to whether shares of the relevant class are redeemable (either at the option of the Shareholder

and/or the Company) and, if so, on what terms such shares are redeemable (including, without limitation, and only if so determined by the Directors, the amount for which such shares shall be redeemed (or a method or formula for determining the same)

and the date on which they shall be redeemed);

2.4.6

a statement as to whether shares of the relevant class are convertible (either at the option of the Shareholder

and/or the Company) and, if so, on what terms such shares are convertible;

2.4.7

any other rights, obligations and restrictions attaching to Preferred Shares of any class as the Directors may

determine in their discretion; and/or

2.4.8

the price at which shares of the relevant class shall be issued.

2.5

Once a Statement of Rights has been adopted for a class of Preferred Share, then:-

2.5.1

it shall be binding on Members and Directors as if contained in these Articles;

2.5.2

the provisions of Article 5.1 shall apply to any variation or abrogation thereof that may be effected by the

Company;

2.5.3

each Statement of Rights shall be filed on behalf of the Company with the Registrar of Companies in Jersey

pursuant to and in accordance with Article 54 of the Law;

2.5.4

all moneys payable on or in respect of any Preferred Share which is the subject thereof (including, without

limitation, the subscription and any redemption moneys in respect thereof) shall be paid in the currency for which such Preferred Share is issued; and

2.5.5

upon the redemption of a Preferred Share (if it is redeemable) pursuant to the Statement of Rights relating

thereto, the holder thereof shall cease to be entitled to any rights in respect thereof and accordingly his name shall be removed from the Register and the share shall thereupon be cancelled.

2.6

Without prejudice to any special rights for the time being conferred on the Holders of any shares or class of

shares (which special rights shall not be varied or abrogated except with such consent or sanction as is hereinafter provided) any share or class of shares in the capital of the Company may be issued with such preferred, deferred or other special

rights or such restrictions whether in regard to dividends, return of capital, voting or otherwise as the Directors may from time to time determine.

2.7

The Company may issue fractions of shares in accordance with and subject to the provisions of the Law provided

that:

2.7.1

a fraction of a share shall be taken into account in determining the entitlement of a Member as regards

dividends or on a winding up; and

2.7.2

a fraction of a share shall not entitle a Member to a vote in respect thereof.

2.8

Otherwise than as set out in Article 2.14 and subject to the provisions of the Law, the Company may from time

to time:

2.8.1

issue; or

2.8.2

convert any existing non-redeemable shares (whether issued or not)

into,

shares which are to be redeemed or are liable to be redeemed at the option of the Company or at the option of the

Holder thereof and on such terms and in such manner as may be determined by Special Resolution.

2.9

Subject to the provisions of the Law, the Company may purchase its own shares of any class (including

redeemable shares) and in relation thereto, neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of shares of the same class or as between them

and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares.

2.10

Subject to the provisions of these Articles, the unissued shares for the time being in the capital of the

Company shall be at the disposal of the Directors who may allot, grant options over or otherwise dispose of them to such Persons at such times and generally on such terms and conditions as they think fit. Securities, contracts, warrants or other

instruments evidencing any Preferred or Ordinary Shares, option rights, securities having conversion or option rights or obligations may also be issued by the Directors without the approval of the Members or entered into by the Company upon a

resolution of the Directors to that effect on such terms, conditions and other provisions as are fixed by the Directors including, without limitation, conditions that preclude or limit any person owning or offering to acquire a specified number or

percentage of the shares of the Company in issue, other shares, option rights, securities having conversion or option rights or obligations of the Company or the transferee of such person from exercising, converting, transferring or receiving the

shares, option rights, securities having conversion or option rights or obligations.

2.11

The Directors may allot and issue shares in the Company to any person without any obligation to offer such

shares to the Members (whether in proportion to the existing shares held by them or otherwise).

2.12

The Company may pay commissions as permitted by the Law. Subject to the provisions of the Law any such

commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

2.13

Except as otherwise provided by these Articles or by law, no Person shall be recognised by the Company as

holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share or any interest in any fraction of a share or any other right in

respect of any share except an absolute right to the entirety thereof in the Holder.

2.14

Notwithstanding any other provision of these Articles, and subject to the provisions of the Law, where the

Company wishes to purchase its own shares the Directors shall have the authority to instead elect to convert any or all of those shares into redeemable shares that shall be redeemed by the Company upon such terms and conditions as the Directors may

decide at the relevant time. The Directors may convert, and the Company may redeem, any relevant shares in accordance with this Article as they in their absolute discretion decide and there shall be no obligation on the Directors or Company to offer

to convert and redeem any other shares held by any other Members and no Member shall have any rights to require their shares to be considered for conversion and redemption.

2.15

Subject to the provisions of the Law, the Company may hold as treasury shares any shares purchased or redeemed

by it.

SHARE PREMIUM ACCOUNT

3.1

Except as provided in Article 3.2, where the Company issues shares at a premium, the amount or value (as

determined by the Directors) of any premiums shall be transferred, as and when the premiums are Paid Up, to a share premium account which shall be kept in the books of the Company in the manner required by the Law. The sums for the time being

standing to the credit of the share premium account shall be applied only in accordance with the Law.

3.2

Where the Law permits the Company to refrain from transferring any amount to a share premium account, that

amount need not be so transferred; but the Directors may if they think fit nevertheless cause all or any part of such amount to be transferred to the relevant share premium account.

3.3

The Directors may transfer an amount to a share premium account of the Company from any other account of the

Company (other than the capital redemption reserve or the nominal capital account).

ALTERATION OF SHARE CAPITAL

4.1

The Company may by Special Resolution alter its share capital as stated in the Memorandum of Association in any

manner permitted by the Law.

4.2

Any new shares created on an increase or other alteration of share capital shall be issued upon such terms and

conditions as the Company may by Ordinary Resolution determine.

4.3

Any capital raised by the creation of new shares shall, unless otherwise provided by the conditions of issue of

the new shares, be considered as part of the original capital and the new shares shall be subject to the provisions of these Articles with reference to the payment of calls, transfer and transmission of shares, lien or otherwise applicable to the

existing shares in the Company.

4.4

Subject to the provisions of the Law the Company may by Special Resolution reduce its share capital and its

share premium account in any way.

VARIATION OF RIGHTS

5.1

Whenever the capital of the Company is divided into different classes of shares the special rights attached to

any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up with the sanction of an Ordinary Resolution

passed at a separate meeting of the Holders of shares of that class.

5.2

To every such separate meeting all the provisions of these Articles and of the Law relating to general meetings

of the Company or to the proceedings thereat shall apply mutatis mutandis except that the necessary quorum shall be a Person or Persons together holding or representing a majority of the issued shares of that class but so that if at any

adjourned meeting of such Holders a quorum as above defined is not Present those Holders who are Present shall be a quorum.

5.3

The special rights conferred upon the Holders of any shares or class of shares issued with preferred, deferred

or other special rights shall (unless otherwise expressly provided by the conditions of issue of such shares) be deemed not to be varied by the creation or issue of further shares ranking ahead, after or pari passu therewith. The rights

conferred upon the holders of Ordinary Shares shall be deemed not to be varied by the creation or issue of any Preferred Shares or any other class of preferred or preference share with such special rights attaching to them as may be set out in a

Statement of Rights or other terms of issue or the redemption or conversion of Preferred Shares of any class or preferred or preference shares of any class in accordance with the applicable Statement of Rights or other terms of issue. The rights

conferred upon the holders of Ordinary Shares shall be deemed not to be varied by the conversion and redemption of Ordinary Shares in accordance with Article 2.14 or any purchase or redemption by the Company of its own shares.

6.1

The Directors shall maintain or cause to be maintained a Register in the manner required by the Law. The

Register shall be kept at the Office or at such other place in the Island of Jersey as the Directors from time to time determine. In each year the Directors shall prepare or cause to be prepared and filed an annual return containing the particulars

required by the Law.

6.2

The Company shall not be required to enter the names of more than four joint Holders in the Register.

SHARE CERTIFICATES

7.1

Every Member shall be entitled on application to the Company in Writing:

7.1.1

without payment upon becoming the Holder of any shares to one certificate for all the shares of each class held

by him and upon transferring a part only of the shares comprised in a certificate to a new certificate for the remainder of the shares so comprised; or

7.1.2

upon payment of such reasonable sum for each certificate as the Directors shall from time to time determine to

several certificates each for one or more of his shares of any class.

7.2

Following an application to the Company in Writing by the Member pursuant to Article 7.1, a certificate shall

be issued within two Months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) and shall be executed by the Company. A certificate may be executed:

7.2.1

if the Company has a Seal, by causing a seal of the Company to be affixed to the certificate in accordance with

these Articles; or

7.2.2

whether or not the Company has a Seal, by the signature on behalf of the Company of two Directors or one

Director and the Secretary or two authorised persons and such signature may be affixed to any certificate by facsimile or any other electronic or mechanical means, or by printing the signature on it.

Every certificate shall further specify the shares to which it relates and the amount Paid Up thereon and if so required by the Law the

distinguishing numbers of such shares.

7.3

The Company shall not be bound to issue more than one certificate in respect of a share held jointly by several

Persons and delivery of a certificate for a share to one of several joint Holders shall be sufficient delivery to all such Holders.

7.4

If a share certificate shall be worn out, defaced, lost or destroyed a duplicate certificate may be issued on

payment of such reasonable fee and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in relation thereto as

the Directors think fit.

LIEN

8.1

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies

(whether presently payable or not) called or payable at a fixed time in respect of that share. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable thereon or in respect thereof. The Directors may

resolve that any share shall for such period as they think fit be exempt from the provisions of this Article.

8.2

The Company may sell in such manner as the Directors think fit any shares on which the Company has a lien but

no sale shall be made unless the monies in respect of which such lien exists or some part thereof are or is presently payable nor until fourteen Clear Days have expired after a Notice stating and demanding payment of the monies presently payable and

giving Notice of intention to sell in default shall have been served on the Holder for the time being of the shares or the Person entitled thereto by reason of the death, bankruptcy or incapacity of such Holder.

8.3

To give effect to any such sale the Directors may authorise some Person to execute an instrument of transfer of

the shares sold to the purchaser thereof. The purchaser shall be registered as the Holder of the shares so transferred and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any

irregularity or invalidity in the proceedings in reference to the sale.

8.4

The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or

satisfaction of the debt or liability in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the

sale) be paid to the Person entitled to the shares at the time of the sale.

CALLS ON SHARES

9.1

The Directors may subject to the provisions of these Articles and to any conditions of allotment from time to

time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and each Member shall (subject to being given at least fourteen Clear Days’ Notice

specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.

9.2

A call may be required to be paid by instalments.

9.3

A call may before receipt by the Company of any sum due thereunder be revoked in whole or in part and payment

of a call may be postponed in whole or in part.

9.4

A Person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent

transfer of the shares in respect whereof the call was made.

9.5

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call

was passed.

9.6

The joint Holders of a share shall be jointly and severally liable to pay all calls and all other payments to

be made in respect of such share.

9.7

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the Person

from whom the sum is due may be required to pay interest on the sum from the day appointed for payment thereof to the time of actual payment at a rate determined by the Directors but the Directors shall be at liberty to waive payment of such

interest wholly or in part.

9.8

Any sum which by or pursuant to the terms of issue of a share becomes payable upon allotment or at any fixed

date whether on account of the nominal value of the share or by way of premium shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by or pursuant to the terms of issue the same becomes payable

and in case of non-payment all the relevant provisions of these Articles as to payment of interest, forfeiture, surrender or otherwise shall apply as if such sum had become due and payable by virtue of a call

duly made and notified.

9.9

The Directors may on the issue of shares differentiate between the Holders as to the amount of calls to be paid

and the times of payment.

9.10

The Directors may if they think fit receive from any Member an advance of monies which have not yet been called

on his shares or which have not yet fallen due for payment. Such advance payments shall, to their extent, extinguish the liability in respect of which they are paid. The Company may pay interest on any such advance, at such rate as the Directors

think fit, for the period covering the date of payment to the date (the “Due Date”) when the monies would have been due had they not been paid in advance. For the purposes of entitlement to dividends, monies paid in advance of a

call or instalment shall not be treated as paid until the Due Date.

10.

FORFEITURE OF SHARES

10.1

If a Member fails to pay any call or instalment of a call on or before the day appointed for payment thereof

the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a Notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have

accrued and any costs, charges and expenses which may have been incurred by the Company by reason of such non-payment.

10.2

The Notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of

service of such Notice) on or before which the payment required by the Notice is to be made and the place where payment is to be made and shall state that in the event of non-payment at or before the time

appointed and at the place appointed the shares in respect of which the call was made will be liable to be forfeited.

10.3

If the requirements of any such Notice as aforesaid are not complied with any share in respect of which such

Notice has been given may at any time thereafter before payment of all calls and interest due in respect thereof has been made be forfeited by a resolution of the Directors to that effect and such forfeiture shall include all dividends which shall

have been declared on the forfeited shares and not actually paid before the forfeiture.

10.4

When any share has been forfeited in accordance with these Articles, Notice of the forfeiture shall forthwith

be given to the Holder of the share or the Person entitled to the share by transmission as the case may be and an entry of such Notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to

the entry of the share but no forfeiture shall be invalidated in any manner by any omission or neglect to give such Notice or to make such entry as aforesaid.

10.5

The Directors may, at any time after serving a Notice in accordance with Article 10.1, accept from the Member

concerned the surrender of such shares as are the subject of the Notice, without the need otherwise to comply with the provisions of Articles 10.1 to 10.4. Any such shares shall be surrendered immediately and irrevocably upon the Member delivering

to the Company the share certificate for the shares and such surrender shall also constitute a surrender of all dividends declared on the surrendered shares but not actually paid before the surrender. The Company shall, upon such surrender forthwith

make an entry in the Register of the surrender of the share with the date thereof but no surrender shall be invalidated in any manner by any omission or neglect to make such entry as aforesaid.

10.6

A forfeited or surrendered share shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the Person who was before forfeiture or surrender the Holder thereof or entitled thereto or to any other Person upon such terms and in such manner as the Directors

think fit and at any time before a sale, re-allotment or other disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a

forfeited or surrendered share is to be transferred to any Person the Directors may authorise some Person to execute an instrument of transfer of the share to that Person.

10.7

A Member whose shares have been forfeited or surrendered shall cease to be a Member in respect of the forfeited

or surrendered shares and shall (if he has not done so already) surrender to the Company for cancellation the certificate for the shares forfeited or surrendered. Notwithstanding the forfeiture or the surrender such Member shall remain liable to pay

to the Company all monies which at the date of forfeiture or surrender were presently payable by him in respect of those shares with interest thereon at the rate at which interest was payable before the forfeiture or surrender or at such rate as the

Directors may determine from the date of forfeiture or surrender until payment, provided that the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or

surrender or for any consideration received on their disposal.

10.8

A declaration under oath by a Director or the Secretary (or by an Officer of a corporate Secretary) that a

share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share. The declaration and the receipt of the Company for the

consideration (if any) given for the share on the sale re-allotment or disposal thereof together with the certificate for the share delivered to a purchaser or allottee thereof shall (subject to the execution

of an instrument of transfer if the same be so required) constitute good title to the share. The Person to whom the share is sold, re-allotted or disposed of shall be registered as the Holder of the share and

shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in respect of the forfeiture, surrender, sale, re-allotment or disposal of the share.

11.

TRANSFER OF SHARES

11.1

Save as otherwise permitted under the provisions of the Law, all transfers of shares shall be effected using an

instrument of transfer.

11.2

Save as otherwise permitted under the provisions of the Law, the instrument of transfer of any share shall be

in Writing in any usual common form or any form approved by the Directors.

11.3

The instrument of transfer of any share shall be Signed by or on behalf of the transferor and in the case of an

unpaid or partly paid share by the transferee. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the Register in respect thereof.

11.4

The Directors may in their absolute discretion and without assigning any reason therefor:

11.4.1

refuse to register any transfer of partly paid shares or any transfer of shares on which the Company has a

lien; and

11.4.2

refuse to register any transfer if such transfer is:

(a)

of shares that were not registered under the U.S. Securities law and such transfer is being made pursuant to an

exemption from registration under the U.S. securities laws unless the transferor provides evidence satisfactory to the Directors that such transfer satisfies the terms of such exemption; or

(b)

prohibited by the terms of any contract or undertaking to which the transferor is a party of which the Company

is aware,

but shall not otherwise refuse to register a transfer of shares made in accordance with these Articles.

11.5

The Directors may also refuse to register the transfer of a share unless the instrument of transfer:

11.5.1

is lodged at the Office or at such other place as the Directors may appoint accompanied by the certificate for

the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

11.5.2

is in respect of only one class of shares; and

11.5.3

is in favour of not more than four transferees.

11.6

If the Directors refuse to register a transfer of a share they shall within two Months after the date on which

the instrument of transfer was lodged with the Company send to the proposed transferor and transferee Notice of the refusal.

11.7

All instruments of transfer relating to transfers of shares which are registered shall be retained by the

Company but any instrument of transfer relating to transfers of shares which the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

11.8

The registration of transfers of shares or of transfers of any class of shares may not be suspended.

11.9

Unless otherwise decided by the Directors in their sole discretion no fee shall be charged in respect of the

registration of any instrument of transfer or other document relating to or affecting the title to any share.

11.10

In respect of any allotment of any share the Directors shall have the same right to decline to approve the

registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under these Articles.

12.

TRANSMISSION OF SHARES

12.1

In the case of the death of a Member the survivor or survivors where the deceased was a joint Holder and the

executors or administrators of the deceased where he was a sole or only surviving Holder shall be the only Persons recognised by the Company as having any title to his interest in the shares but nothing in this Article shall release the estate of a

deceased joint Holder from any liability in respect of any share which had been jointly held by him.

12.2

Any Person becoming entitled to a share in consequence of the death, bankruptcy or incapacity of a Member may

upon such evidence as to his title being produced as may from time to time be required by the Directors and subject as hereinafter provided elect either to be registered himself as the Holder of the share or to have some Person nominated by him

registered as the Holder thereof.

12.3

If the Person so becoming entitled shall elect to be registered himself he shall deliver or send to the Company

a Notice Signed by him stating that he so elects. If he shall elect to have another Person registered he shall testify his election by an instrument of transfer of the share in favour of that Person. All the limitations restrictions and provisions

of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such Notice or instrument of transfer as aforesaid as if it were an instrument of transfer executed by the Member and the

death, bankruptcy or incapacity of the Member had not occurred.

12.4

A Person becoming entitled to a share by reason of the death, bankruptcy or incapacity of a Member shall be

entitled to the same dividends and other advantages to which he would be entitled if he were the Holder of the share except that he shall not before being registered as the Holder of the share be entitled in respect of it to exercise any right

conferred by membership in relation to meetings of the Company provided always that the Directors may at any time give Notice requiring any such Person to elect either to be registered himself or to transfer the share and if the Notice is not

complied with within one Month such Person shall be deemed to have so elected to be registered himself and all the restrictions on the transfer and transmission of shares contained in these Articles shall apply to such election.

13.

GENERAL MEETINGS

13.1

Unless all of the Members agree in Writing to dispense with the holding of Annual General Meetings and any such

agreement remains valid in accordance with the Law the Company shall in each calendar year hold a general meeting as its Annual General Meeting at such time and place as may be determined by the Directors provided that so long as the Company holds

its first Annual General Meeting within eighteen Months of its incorporation it need not hold it in the year of its incorporation or in the following year.

13.2

The above mentioned general meeting shall be called the “Annual General Meeting”. All other

general meetings shall be called “Extraordinary General Meetings”.

13.3

The Directors may whenever they think fit, and upon a requisition of Members made in accordance with the Law

the Directors shall, convene an Extraordinary General Meeting of the Company.

13.4

At any Extraordinary General Meeting called pursuant to a requisition unless such meeting is called by the

Directors no business other than that stated in the requisition as the objects of the meeting shall be transacted.

14.

CLASS MEETINGS

Save as otherwise provided in these Articles or in any Statement of Rights, all the provisions of these Articles and of the Law relating to general meetings

of the Company and to the proceedings thereat shall apply mutatis mutandis to every class meeting. A Director who is entitled to receive Notice of general meetings of the Company in accordance with Article 15.5 shall also be entitled, unless

he has notified the Secretary in Writing of his contrary desire, to receive Notice of all class meetings. Subject to the provisions of these Articles and any Statement of Rights, at any class meeting the Holders of shares of the relevant class shall

on a poll have one vote in respect of each share of that class held by them.

15.

NOTICE OF GENERAL MEETINGS

15.1

At least fourteen Clear Days’ Notice shall be given of every Annual General Meeting and of every

Extraordinary General Meeting, including without limitation, every general meeting called for the passing of a Special Resolution.

15.2

A meeting of the Company shall notwithstanding that it is called by shorter Notice than that specified in

Article 15.1 be deemed to have been duly called if it is so agreed:

15.2.1

in the case of an Annual General Meeting by all the Members entitled to attend and vote thereat; and

15.2.2

in the case of any other meeting by a majority in number of the Members having a right to attend and vote at

the meeting being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right.

15.3

Every Notice shall specify the day and the time of the meeting and the general nature of the business to be

transacted and in the case of an Annual General Meeting shall specify the meeting as such. The Notice shall also specify:

15.3.1

in the case of a physical meeting, the meeting place of the meeting;

15.3.2

in the case of a Virtual Meeting, the information required by Article 15.4; and

15.3.3

in the case of a physical meeting at which Virtual Attendance is permitted, the information required by Article

15.4 in respect of such Virtual Attendance.

15.4

The Notice of a general meeting to be held as a Virtual Meeting, or of a general meeting to be held as a

physical meeting at which Virtual Attendance is permitted, shall specify in respect of attendance at such meeting by means of participating in a communication:

15.4.1

the means of communication by participating in which Persons are able to attend such meeting;

15.4.2

the manner in which such Persons may be required to authenticate their identity or eligibility so to attend

such meeting; and

15.4.3

any special provisions in connection with the exercise of votes by such Persons who so attend such meeting.

15.5

Subject to the provisions of these Articles and to any restrictions imposed on any shares, Notice of every

general meeting shall be given to all the Members, to all Persons entitled to a share in consequence of the death, bankruptcy or incapacity of a Member, to the Auditors (if any) and to every Director who has notified the Secretary in Writing of his

desire to receive Notice of general meetings.

15.6

In every Notice calling a meeting of the Company there shall appear with reasonable prominence a statement that

a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.

15.7

The accidental omission to give Notice of a meeting to or the

non-receipt of Notice of a meeting by any Person entitled to receive Notice shall not invalidate the proceedings at that meeting.

16.

PROCEEDINGS AT GENERAL MEETINGS

16.1

The business of an Annual General Meeting shall be to receive and consider the accounts of the Company and the

reports of the Directors and Auditors (if any), to elect Directors (if proposed), to elect Auditors (if proposed) and fix their remuneration, to sanction a dividend (if thought fit so to do) and to transact any other business of which Notice has

been given by the Directors.

16.2

No business shall be transacted at any general meeting except the adjournment of the meeting unless a quorum of

Members is Present at the time when the meeting proceeds to business. Such quorum shall consist of one or more Members Present who hold or represent shares conferring not less than a majority of the total voting rights of all the Members entitled to

vote at the general meeting provided that where the Company has more than one Member, if only one Member is Present at a meeting in order for the meeting to be quorate, the chairman of the meeting must be a person other than the Member Present, and

provided that if at any time all of the issued shares in the Company are held by one Member such quorum shall consist of that Member Present.

16.3

If a Member is by any means in communication with one or more other Members so that each Member participating

in the communication can hear what is said by any other of them each Member so participating in the communication is deemed to be Present at a meeting with the other Members so participating notwithstanding that all the Members so participating are

not Present together in the same place. A meeting at which any or all of the Members participate as aforesaid shall be deemed to be a general meeting of the Company for the purposes of these Articles notwithstanding any other provisions of these

Articles and all of the provisions of these Articles and of the Law relating to general meetings of the Company and to the proceedings thereat shall apply mutatis mutandis to every such meeting.

16.4

If within half-an-hour from the

time appointed for the meeting a quorum is not Present or if during the meeting a quorum ceases to be Present the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the

Directors shall determine and if at such adjourned meeting a quorum is not Present within half-an-hour from the time appointed for the holding of the meeting those

Members Present shall constitute a quorum.

16.5

The chairman (if any) of the Directors shall preside as chairman at every general meeting of the Company or if

there is no such chairman or if he shall not be Present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors shall select one of their number to be chairman of the meeting.

16.6

If at any meeting no Director is willing to act as chairman or if no Director is Present within fifteen minutes

after the time appointed for holding the meeting, the Members Present shall choose one of their number to be chairman of the meeting.

16.7

The chairman may without the consent of any meeting at which a quorum is Present (and shall if so directed by

the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is

adjourned for thirty days or more Notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any Notice of any adjourned meeting or of the business to be transacted at

an adjourned meeting.

16.8

At any general meeting a resolution put to the vote of the meeting shall be decided in the first instance on a

show of hands unless before or on the declaration of the result of the show of hands a poll is demanded.

16.9

Subject to the provisions of the Law, a poll may be demanded:

16.9.1

by the chairman;

16.9.2

by at least two Members having the right to vote on the resolution; or

16.9.3

by a Member or Members representing not less than one tenth of the total voting rights of all the Members

having the right to vote on the resolution.

16.10

Unless a poll is duly demanded, a declaration by the chairman that a resolution has on a show of hands been

carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion

of the votes recorded in favour or against such resolution.

16.11

If a poll is duly demanded it shall be taken at such time and in such manner as the chairman directs and the

results of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

16.12

In the event of an equality of votes at any general meeting the chairman shall not be entitled to a second or

casting vote.

16.13

A poll demanded on the election of the chairman or on a question of adjournment shall be taken forthwith. A

poll demanded on any other question shall be taken either forthwith or on such day and at such time and place as the chairman directs not being more than twenty-one days after the poll is demanded.

16.14

A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other

than the question on which the poll has been demanded.

16.15

The Members may not pass Ordinary or Special Resolutions in Writing and any written resolutions of the Members

shall be void and of no effect.

16.16

The Company may make arrangements for Virtual Attendance and Virtual Meetings at any general meeting. The above

provisions in respect of general meetings shall apply with such adjustments that the Board of Directors deems appropriate to accommodate the requirements and circumstances of providing for a Virtual Meeting or attending by Virtual Attendance at any

general meeting.

17.

VOTES OF MEMBERS

17.1

Subject to any special rights restrictions or prohibitions as regards voting for the time being attached to any

shares as may be specified in the terms of issue thereof, any Statement of Rights or these Articles:

17.1.1

on a show of hands, every Member Present including by proxy shall have one vote; and

17.1.2

on a poll, every Member Present (including by proxy) shall have one vote for each share of which he is the

Holder.

17.2

In determining the number of votes cast for or against a proposal or a nominee, shares abstaining from voting

on any resolution and votes by a broker that have not been directed by the beneficial owner to vote on any resolution in any particular manner will be counted for purposes of determining a quorum but not for purposes of determining the number of

votes cast.

17.3

In the case of joint Holders of any share such Persons shall not have the right of voting individually in

respect of such share but shall elect one of their number to represent them and to vote whether personally or by proxy in their name. In default of such election the Person whose name appears first in order in the Register in respect of such share

shall be the only Person entitled to vote in respect thereof.

17.4

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island of

Jersey or elsewhere) in matters concerning legal incapacity or interdiction may vote, whether on a show of hands or a poll, by his attorney, curator, receiver or other Person authorised in that behalf appointed by that court and any such attorney,

curator, receiver or other Person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator, receiver or other Person may be required by the Directors prior to any vote being exercised by such

attorney, curator, receiver or other Person.

17.5

No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by

him in respect of shares in the Company of which he is Holder or one of the joint Holders have been paid.

17.6

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at

which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and

conclusive.

17.7

On a poll votes may be given either personally or by proxy.

17.8

The instrument appointing a proxy shall be in any usual form or in any other form which the Board of Directors

may approve. Subject thereto, the appointment of a proxy may be:

17.8.1

in hard copy form; or

17.8.2

in electronic form, to the electronic address provided by the Company for this purpose.

17.9

The appointment of a proxy, whether made in hard copy form or in electronic form, shall be executed in such

manner as may be approved by or on behalf of the Company from time to time. Subject thereto, the appointment of a proxy shall be executed by the appointor or any person duly authorised by the appointor or, if the appointor is a corporation, executed

by a duly authorised person or under its common seal or in any other manner authorised by its constitution.

17.10

The Board of Directors may, if it thinks fit, but subject to the provisions of the Law, at the Company’s

expense, send hard copy forms of proxy (with or without provision for their return prepaid) by post or otherwise for use at the meeting and issue invitations in electronic form to appoint a proxy in relation to the meeting in such form as may be

approved by the Board of Directors.

17.11

The appointment of a proxy shall not preclude a Member from attending and voting in person at the same meeting

or poll concerned.

17.12

A Member may appoint more than one proxy to attend on the same occasion, provided that each such proxy is

appointed to exercise the rights attached to a difference share or shares held by that Member.

17.13

A proxy need not be a Member.

17.14

The instrument appointing a proxy shall:

17.14.1

if in hard copy form, be deposited at the Office or at such other place as is specified for that purpose by the

Notice convening the meeting or in any form of proxy sent by or on behalf of the Company in relation to the meeting not less than twenty-four hours before the time for holding the meeting or adjourned meeting at which the Person named in the

instrument proposes to vote;

17.14.2

if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic

means pursuant to the provisions of the Law or these Articles or to any other address, or in such other manner specified in accordance with Article 17.8 specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy

in electronic form by the Notice convening the meeting; or in any form of proxy send by or on behalf of the Company in relation to the meeting; or in any invitation to appoint a proxy issued by the Company in relation to the meeting; or on a website

that is maintained by or on behalf of the Company and identifies the Company, not less than twenty-four hours before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote;

17.14.3

in the case of a poll taken more than forty-eight hours after it is demanded, be deposited as aforesaid after

the poll has been demanded and not less than twenty-four hours before the time appointed for taking the poll; or

17.14.4

where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be

delivered at the meeting at which the poll was demanded to the chairman or the Secretary or to any Director.

17.15

An instrument of proxy which is not deposited in the manner so required shall be valid only if it is approved

by the Directors or all the other Members who are Present at the meeting.

17.16

Subject to the provisions of the Law, where the appointment of a proxy is expressed to have been or purports to

have been made, sent or supplied by a person on behalf of the holder of a share:

17.16.1

the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or

supply the appointment on behalf of that holder; and

17.16.2

that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of

reasonable evidence of the authority under which the appointment has been made, sent or supplied (which may include a copy of such authority certified notarially or in some other way approved by the Board of Directors) to such address and by such

time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid.

17.17

A proxy appointment which is not delivered or received in accordance with Article 17.14 shall be valid only if

it is approved by the Directors. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one that was last delivered or received shall be treated as replacing or revoking the

others as regards that share, provided that if the Company determines that it has insufficient evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be entitled to determine which proxy appointment (if any)

is to be treated as valid. Subject to the Law, the Company may determine at its discretion when a proxy appointment shall be treated as delivered or received for the purposes of these Articles.

17.18

A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing

Member’s rights to attend and to speak and vote at a meeting of the Company in respect of the shares to which the proxy appointment relates.

17.19

Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as well for any

adjournment of the meeting as for the meeting to which it relates.

17.20

The Company shall not be required to check whether a proxy or corporate representative votes in accordance with

any instructions given by the Member by whom s/he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.

17.21

The Board of Directors may specify in the notice convening the meeting such other regulations as they think

fit: (a) permitting a copy of any such proxy, power of attorney or other authority to be deposited in any manner or form in place of the original, including by email or other electronic form; and (b) requiring any such copy to be certified

as a true copy in any manner or form.

17.22

The termination of the authority of a person to act as a proxy or duly authorised representative of a

corporation does not affect:

17.22.1

whether s/he counts in deciding whether there is a quorum at a meeting;

17.22.2

the validity of a poll demanded by him/her at a meeting; or

17.22.3

the validity of a vote given by that person,

unless notice of the termination was either delivered or received as mentioned in the following sentence at least twenty-four hours before the

start of the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Such notice of termination shall be either by means of a

document in hard copy form delivered to the office or to such other place as may be specified by or on behalf of the Company in accordance with Article 17.14.1 or in electronic form received at the address specified by or on behalf of the Company in

accordance with Article 17.14.2, regardless of whether any relevant proxy appointment was effected in hard copy form or in electronic form.

18.

CORPORATE MEMBERS

18.1

Any body corporate which is a Member may by resolution of its directors or other governing body authorise such

Person as it thinks fit to act as its representative at any meeting of Members (or of any class of Members) and the Person so authorised shall be entitled to exercise on behalf of the body corporate which he represents the same powers as that body

corporate could exercise if it were an individual.

18.2

Where a Person is authorised to represent a body corporate at a general meeting of the Company the Directors or

the chairman of the meeting may require him to produce a certified copy of the resolution from which he derives his authority.

19.

DIRECTORS

19.1

The Directors shall determine the maximum and minimum number of Directors and unless and until otherwise so

determined, and subject to the provisions of the Law, the minimum number of Directors shall be two.

19.2

A Director need not be a Member but provided he has notified the Secretary in Writing of his desire to receive

Notice of general meetings in accordance with Article 15.5 he shall be entitled to receive Notice of any general meeting and, subject to Article 14, all separate meetings of the Holders of any class of shares in the Company. Whether or not a

Director is entitled to receive such Notice, he may nevertheless attend and speak at any such meeting.

20.

ALTERNATE DIRECTORS

20.1

Any Director (other than an alternate Director) may at his sole discretion and at any time and from time to

time appoint any other Director or any other Person (other than one disqualified or ineligible by law to act as a director of a company) as an alternate Director to attend and vote in his place at any meetings of Directors at which he is not

personally present. Each Director shall be at liberty to appoint under this Article more than one alternate Director provided that only one such alternate Director may at any one time act on behalf of the Director by whom he has been appointed.

20.2

An alternate Director while he holds office as such shall be entitled to receive Notice (which need not be in

Writing) of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a Member and to attend and to exercise all the rights and privileges of his appointor at all such meetings at which his appointor is not

personally present and generally to perform all the functions of his appointor as a Director in his absence.

20.3

An alternate Director shall ipso facto vacate office if and when his appointment expires or the Director

who appointed him ceases to be a Director of the Company or removes the alternate Director from office by Notice under his hand served upon the Company.

20.4

An alternate Director shall be entitled to be paid all travelling and other expenses reasonably incurred by him

in attending meetings. The remuneration (if any) of an alternate Director shall be payable out of the remuneration payable to the Director appointing him as may be agreed between them.

20.5

Where a Director acts as an alternate Director for another Director he shall be entitled to vote for such other

Director as well as on his own account, but no Director shall at any meeting be entitled to act as alternate Director for more than one Director.

20.6

A Director who is also appointed an alternate Director shall be considered as two Directors for the purpose of

making a quorum of Directors when such quorum shall exceed two.

21.

POWERS OF DIRECTORS

21.1

The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting

and registering the Company and may exercise all such powers of the Company as are not by the Law or these Articles required to be exercised by the Company in general meeting.

21.2

The Directors’ powers shall be subject to the provisions of these Articles, to the provisions of the Law

and to such regulations (being not inconsistent with the aforesaid regulations or provisions) as may be prescribed by the Company in general meeting pursuant to a Special Resolution but no regulations made by the Company in general meeting shall

invalidate any prior act of the Directors which would have been valid if such regulations had not been made.

21.3

The Directors may by power of attorney, mandate or otherwise appoint any Person to be the agent of the Company

for such purposes and on such conditions as they determine including authority for the agent to delegate all or any of his powers.

22.

DELEGATION OF DIRECTORS’ POWERS

22.1

The Directors may delegate any of their powers to committees consisting of such Director or Directors or such

other Persons as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

22.2

The meetings and proceedings of any such committee consisting of two or more Persons shall be governed by the

provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under this Article.

23.

APPOINTMENT OF DIRECTORS

23.1

Subject to the provisions of Articles 19.1, 23.2 and 28.9 only the Directors shall have power at any time and

from time to time to appoint any person to be a Director as an addition to the existing Directors and vacancies on the Board of Directors resulting from death, disability, resignation, removal or otherwise and newly created directorships resulting

from any increase in the number of Directors may be filled solely by a majority of the Directors then in office. Subject to Article 24, any Director who is appointed shall hold office until the next Annual General Meeting whereupon he shall be

eligible for re-election in accordance with Article 23.2.

23.2

At each Annual General Meeting all of the Directors shall retire and the Company shall by Ordinary Resolution

elect or re-elect those persons proposed in the Notice of the Annual General Meeting for election or re-election as Directors to fill the vacancies.

23.3

Where the number of persons validly proposed for election or

re-election as a Director is greater than the number of Directors to be elected, the persons receiving the most votes (up to the number of Directors to be elected) shall be elected as Directors and an absolute

majority of the votes cast shall not be a pre-requisite to the election of such Directors.

23.4

No more than one hundred and fifty and at least fifty clear days’ Notice expiring on the anniversary of

the preceding Annual General Meeting of the Company and containing the information set out in Article 23.6 shall be given to the Company of the intention of any Member or Members holding at least one-tenth of

the total voting rights of the Members who have the right to vote at general meetings to propose any person for election to the office of Director at the Annual General Meeting in that year provided always that the chairman of such meeting may waive

the said notice and submit to the meeting the name of any person duly qualified and willing to act and provided that in the event that the date of any such meeting is advanced more than thirty days prior to such anniversary date or delayed more than

seventy days after such anniversary date such notice must be received by the Company no earlier than one hundred and twenty days prior to any meeting and no later than the later of seventy days prior to the date of the meeting or the tenth day

following the day on which public announcement of the date of the meeting was first made by the Company.

23.5

In no event shall the adjournment or postponement of any meeting, or any announcement thereof, commence a new

time period (or extend any time period) for the giving of Notice as described in Article 23.4 above.

23.6

Notice to the Company from any relevant Member or Members sent pursuant to Article 23.4 shall set forth each

person whom the Member or Members propose to nominate for election or re-election as a Director and all information relating to such person that is required to be disclosed in solicitations of proxies for

election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the United States Securities Exchange Act of 1934 (the “Exchange Act”) (including such person’s written consent to being named in

the proxy statement as a nominee and to serving as a Director if elected).

23.7

At the request of the Board of Directors, any person nominated by the Board of Directors for election as a

Director shall furnish to the Company the information that is required to be set forth in a Member’s Notice set out in Article 23.6 that pertains to the nominee. No person shall be eligible to be nominated by a Member to serve as a Director

unless nominated in accordance with the procedures set forth in this Article 23. The chairman of the Annual General Meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the

procedures prescribed hereby, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions, unless otherwise required by Law, if the Member (or a

qualified representative of the Member) does not appear at any such meeting of the Company to present a nomination such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Company

and counted for purposes of determining a quorum. For purposes of this Article 23.7, to be

considered a qualified representative of the Member, a person must be a duly authorised officer, manager or partner of such Member or must be authorised in Writing by such Member or an electronic transmission delivered by such Member to act for such

Member as proxy at the meeting of Members and such person must produce such Writing or electronic transmission, or a reliable reproduction of the Writing or electronic transmission, at the meeting.

23.8

Without limiting the foregoing provisions, a Member shall also comply with all applicable requirements of the

Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Article 23 provided that any references in these Articles to the Exchange Act or such rules and regulations are not intended to and shall not limit

any requirements applicable to nominations pursuant to this Article 23, and compliance with this Article 23 shall be the exclusive means for a Member to make nominations.

23.9

The Company shall keep or cause to be kept a register of particulars with regard to its Directors in the manner

required by the Law.

24.

RESIGNATION, DISQUALIFICATION AND REMOVAL OF

DIRECTORS

24.1

The office of a Director shall be vacated if the Director:

24.1.1

resigns his office by Notice to the Company;

24.1.2

ceases to be a Director by virtue of any provision of the Law or he becomes prohibited or disqualified by law

from being a Director;

24.1.3

becomes Bankrupt or makes any arrangement or composition with his creditors generally;

24.1.4

becomes of unsound mind;

24.1.5

is removed from office by Ordinary Resolution of the Company as a result of:

(a)

the Director’s conviction (with a nolo contendere plea deemed to be a conviction) of a serious

felony involving:

(i)

moral turpitude; or

(ii)

a violation of United States federal or state securities laws,

but specifically excluding any conviction based entirely on vicarious liability; or

(b)

the Director’s commission of any material act of dishonesty (such as embezzlement) resulting or intended

to result in material personal gain or enrichment of such Director at the expense of the company or any of its subsidiaries and which act, if made the subject of criminal charges, would be reasonably likely to be charged as a felony, and for these

purposes nolo contendere, felony and moral turpitude shall have the meanings given to them by the laws of the United States of America or any relevant state thereof and shall include any equivalent acts in any other jurisdiction; or

24.1.6

receives Notice signed by not less than three quarters of the other Directors stating that he should cease to

be a Director. In calculating the number of Directors who are required to give Notice to the Director, (i) an alternate director appointed by him acting in his capacity as such shall be excluded; and (ii) a Director and any alternate

director appointed by him and acting in his capacity as such shall constitute a single Director for this purpose, so that Notice by either shall be sufficient

24.2

Notwithstanding any other provision of these Articles, whenever the holders of one or more classes or series of

Preferred Shares shall have the right, voting separately as a class or series, to elect Directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the Statement

of Rights applicable thereto, and such Directors so elected shall not be subject to the provisions of Articles 23 and 24 unless otherwise provided therein.

25.

REMUNERATION AND EXPENSES OF DIRECTORS

25.1

The Directors shall be entitled to such remuneration as the Directors may determine subject to any limitation

as the Company may by Ordinary Resolution determine.

25.2

The Directors shall be paid out of the funds of the Company their travelling hotel and other expenses properly

and necessarily incurred by them in connection with their attendance at meetings of the Directors or Members or otherwise in connection with the discharge of their duties.

26.

EXECUTIVE DIRECTORS

26.1

The Directors may from time to time appoint one or more of their number to the office of managing director or

to any other executive office under the Company on such terms and for such periods as they may determine.

26.2

The appointment of any Director to any executive office shall be subject to termination if he ceases to be a

Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

26.3

The Directors may entrust to and confer upon a Director holding any executive office any of the powers

exercisable by the Directors upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke withdraw alter or vary all or any of such

powers.

27.

DIRECTORS’ INTERESTS

27.1

A Director who has, directly or indirectly, a material interest in a transaction entered into or proposed to be

entered into by the Company or by a subsidiary of the Company which to a material extent conflicts or may conflict with the interests of the Company and of which he is aware, shall disclose to the Company the nature and extent of his interest.

27.2

For the purposes of Article 27.1:

27.2.1

the disclosure shall be made at the first meeting of the Directors at which the transaction is considered after

the Director concerned becomes aware of the circumstances giving rise to his duty to make it or, if for any reason he fails to do so at such meeting, as soon as practical after the meeting, by Notice in Writing delivered to the Secretary;

27.2.2

the Secretary, where the disclosure is made to him shall inform the Directors that it has been made and shall

in any event table the Notice of the disclosure at the next meeting after it is made;

27.2.3

a disclosure to the Company by a Director in accordance with Article 27.1 that he is to be regarded as

interested in a transaction with a specified Person is sufficient disclosure of his interest in any such transaction entered into after the disclosure is made; and

27.2.4

any disclosure made at a meeting of the Directors shall be recorded in the minutes of the meeting.

27.3

Subject to the provisions of the Law, a Director may hold any other office or place of profit under the Company

(other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to tenure of office, remuneration and otherwise as the Directors may determine.

27.4

Subject to the provisions of the Law, and provided that he has disclosed to the Company the nature and extent

of any of his material interests in accordance with Article 27.1, a Director notwithstanding his office:

27.4.1

may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the

Company is otherwise interested;

27.4.2

may be a director or other officer of or employed by or a party to any transaction or arrangement with or

otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested;

27.4.3

shall not by reason of his office be accountable to the Company for any benefit which he derives from any such

office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and

27.4.4

may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled

to remuneration for professional services as if he were not a Director.

28.

PROCEEDINGS OF DIRECTORS

28.1

The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as

they think fit.

28.2

A Director may at any time and the Secretary at the request of a Director shall summon a meeting of the

Directors by giving to each Director and alternate Director not less than twenty-four hours’ Notice of the meeting provided that any meeting may be convened at shorter Notice and in such manner as each Director or his alternate Director shall

approve and provided further that unless otherwise resolved by the Directors Notices of Directors’ meetings need not be in Writing.

28.3

Questions arising at any meeting shall be determined by a majority of votes.

28.4

In the case of an equality of votes the chairman shall not have a second or casting vote.

28.5

A Director who is also an alternate Director shall be entitled to a separate vote for each Director for whom he

acts as alternate in addition to his own vote.

28.6

A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and

discretions for the time being exercisable by the Directors. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be such number that represents a

majority of the Directors then in office. For the purposes of this Article and subject to the provisions of Article 28.7 an alternate Director shall be counted in a quorum but so that not less than two individuals will constitute the quorum.

28.7

A Director notwithstanding his interest may be counted in the quorum present at any meeting at which any

contract or arrangement in which he is interested is considered and, provided he has made the disclosure required by Article 27.1, he may vote in respect of any such contract or arrangement except those concerning his own terms of appointment.

28.8

If a Director is by any means in communication with one or more other Directors so that each Director

participating in the communication can hear what is said by any other of them each Director so participating in the communication is deemed to be present at a meeting with the other Directors so participating notwithstanding that all the Directors

so participating are not present together in the same place.

28.9

The continuing Directors or Director may act notwithstanding any vacancies in their number but if the number of

Directors is less than the number fixed as the quorum or becomes less than the number required by the Law the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting of the Company. If there

are no Directors or no Director is able or willing to act then any Member or the Secretary may summon a general meeting for the purpose of appointing Directors.

28.10

The Directors may from time to time elect from their number, and remove, a chairman and/or deputy chairman

and/or vice-chairman of the Board of Directors and determine the period for which they are to hold office.

28.11

The chairman, or in his absence the deputy chairman, or in his absence the vice-chairman, shall preside at all

meetings of the Directors but if no such chairman, deputy chairman or vice-chairman be elected or if at any meeting the chairman, deputy chairman or vice-chairman be not present within five minutes after the time appointed for holding the same, the

Directors present may choose one of their number to be the chairman of the meeting.

28.12

A resolution in Writing Signed by all the Directors entitled to receive Notice of a meeting of Directors or of

a committee of Directors shall be valid and effectual as if it had been passed at a meeting of the Directors or of a committee of Directors duly convened and held and may consist of several documents in like form each Signed by one or more Directors

but a resolution Signed by an alternate Director need not also be Signed by his appointor and if it is Signed by a Director who has appointed an alternate Director it need not be Signed by the alternate Director in that capacity.

28.13

All acts done bona fide by any meeting of Directors or of a committee appointed by the Directors or by

any Person acting as a Director shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or committee or Person acting as aforesaid or that they or any of them were disqualified or had

vacated office or were not entitled to vote be as valid as if every such Person had been duly appointed and was qualified and had continued to be a Director or a member of a committee appointed by the Directors and had been entitled to vote.

29.

MINUTE BOOK

29.1

The Directors shall cause to be entered in books kept for the purpose:

29.1.1

the minutes of all proceedings at general meetings, class meetings, Directors’ meetings and meetings of

committees appointed by the Directors;

29.1.2

all resolutions in Writing passed in accordance with these Articles;

29.1.3

every memorandum in Writing of a Sole Member-Director Contract (as defined in Article 29.3) which is drawn up

pursuant to Article 29.3;

29.1.4

every record in Writing of a Sole Member’s Decision (as defined in Article 29.4); and

29.1.5

all such other records as are from time to time required by the Law or, in the opinion of the Directors, by

good practice to be minuted or retained in the books of the Company.

29.2

Any minutes of a meeting if purporting to be Signed by the chairman of the meeting at which the proceedings

were had or by the chairman of the next succeeding meeting shall be conclusive evidence of the proceedings.

29.3

This Article 29.3 applies where the Company has only one Member and that Member is also a Director. If the

Company, acting otherwise than in the ordinary course of its business, enters into a contract with such Member (a “Sole Member-Director Contract”) and that Sole Member-Director Contact is not in Writing, the terms thereof shall

be:

29.3.1

set out in a memorandum in Writing;

29.3.2

recorded in the minutes of the first meeting of the Directors following the making of the contract; or

29.3.3

recorded in such other manner or on such other occasion as may for the time being be permitted or required by

the Law.

29.4

This Article 29.4 applies where the Company has only one Member and that Member has taken a decision which may

be taken by the Company in general meeting and which has effect in law as if agreed by the Company in general meeting (a “Sole Member’s Decision”). A Sole Member’s Decision may (without limitation) be taken by way of

resolution in Writing but if not so taken, the sole Member shall provide the Company with a record in Writing of his decision as soon as practicable thereafter.

30.

SECRETARY

30.1

Subject to the provisions of the Law, the Secretary shall be appointed by the Directors for such term at such

remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by the Directors.

30.2

Anything required or authorised to be done by or to the Secretary may if the office is vacant or there is for

any other reason no secretary capable of acting be done by or to any assistant or deputy secretary or if there is no assistant or deputy secretary capable of acting by or to any Person authorised generally or specifically in that behalf by the

Directors.

30.3

The Company shall keep or cause to be kept at the Office a register of particulars with regard to its Secretary

in the manner required by the Law.

31.

THE SEAL

31.1

The Directors may determine that the Company shall have a Seal. Subject to the Law, if the Company has a Seal

the Directors may determine that it shall also have an official seal for use outside of the Island and an official seal for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued.

31.2

The Directors shall provide for the safe custody of all seals and no seal shall be used except by the authority

of a resolution of the Directors or of a committee of the Directors authorised in that behalf by the Directors.

31.3

The Directors may from time to time make such regulations as they think fit determining the Persons and the

number of such Persons who shall sign every instrument to which a seal is affixed and until otherwise so determined every such instrument shall be Signed by one Director and by the Secretary or by a second Director.

31.4

The Company may authorise an agent appointed for the purpose to affix any seal of the Company to a document to

which the Company is a party.

32.

AUTHENTICATION OF DOCUMENTS

32.1

Any Director or the Secretary or any Person appointed by the Directors for the purpose shall have power to

authenticate any documents affecting the constitution of the Company (including the Memorandum of Association and these Articles), any resolutions passed by the Company or the Directors and any books, records, documents and accounts relating to the

business of the Company and to certify copies thereof or extracts therefrom as true copies or extracts.

32.2

Where any books, records, documents or accounts of the Company are situated elsewhere than at the Office the

local manager or other Officer or the company having the custody thereof shall be deemed to be a Person appointed by the Directors for the purposes set out in Article 32.1.

33.

DIVIDENDS

33.1

Subject to each Statement of Rights and the provisions of the Law, the Company may by Ordinary Resolution

declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors.

33.2

Subject to the provisions of the Law and any Statement of Rights, the Directors may if they think fit from time

to time pay to the Members such interim dividends as they may determine.

33.3

Subject to the provisions of the Law, these Articles and any Statement of Rights, if at any time the share

capital of the Company is divided into different classes the Directors may pay such interim dividends in respect of those shares which confer on the Holders thereof deferred or non-preferred rights as well as

in respect of those shares which confer on the Holders thereof preferential rights with regard to dividend.

33.4

Subject to the provisions of the Law, the Directors may also pay half-yearly or at other suitable intervals to

be settled by them any dividend which may be payable at a fixed rate.

33.5

Provided the Directors act bona fide they shall not incur any personal liability to the Holders of

shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.

33.6

Subject to any particular rights or limitations as to dividend for the time being attached to any shares as may

be specified in these Articles or in any Statement of Rights or upon which such shares may be issued, all dividends shall be declared apportioned and paid pro rata according to the amounts Paid Up on the shares on which the dividend is paid

(otherwise than in advance of calls) provided that if any share is issued on terms providing that it shall rank for dividend as if Paid Up (in whole or in part) or as from a particular date (either past or future) such share shall rank for dividend

accordingly.

33.7

The Directors may before recommending any dividend set aside such sums as they think proper as a reserve or

reserves which shall at the discretion of the Directors be applicable for any purpose to which such sums may be properly applied and pending such application may at the like discretion be employed in the business of the Company or be invested in

such investments as the Directors may from time to time think fit.

33.8

The Directors may carry forward to the account of the succeeding year or years any balance which they do not

think fit either to dividend or to place to reserve.

33.9

A general meeting declaring a dividend may upon the recommendation of the Directors direct that payment of such

dividend shall be satisfied wholly or in part by the distribution of specific assets and in particular of Paid-Up shares or debentures of any other company and the Directors shall give effect to such

resolution. Where any difficulty arises in regard to the distribution the Directors may settle the same as they think expedient and in particular may:

33.9.1

issue certificates representing part of a shareholding or fractions of shares and may fix the value for

distribution of such specific assets or any part thereof;

33.9.2

determine that cash payment shall be made to any Members on the basis of the value so fixed in order to adjust

the rights of Members;

33.9.3

vest any specific assets in trustees upon trust for the Persons entitled to the dividend as may seem expedient

to the Directors; and

33.9.4

generally make such arrangements for the allotment, acceptance and sale of such specific assets or certificates

representing part of a shareholding or fractions of shares or any part thereof or otherwise as they think fit.

33.10

Any resolution declaring a dividend on the shares of any class whether a resolution of the Company in general

meeting or a resolution of the Directors or any resolution of the Directors for the payment of a fixed dividend on a date prescribed for the payment thereof may specify that the same shall be payable to the Persons registered as the Holders of

shares of the class concerned at the close of business on a particular date notwithstanding that it may be a date prior to that on which the resolution is passed (or as the case may be that prescribed for payment of a fixed dividend) and thereupon

the dividend shall be payable to them in accordance with their respective holdings so registered but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any shares of the relevant class.

33.11

The Directors may deduct from any dividend or other monies payable to any Member on or in respect of a share

all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

33.12

Any dividend or other monies payable in respect of a share may be paid by cheque or warrant sent through the

post to the registered address of the Member or Person entitled thereto and in the case of joint Holders to any one of such joint Holders or to such Person and to such address as the Holder or joint Holders may in Writing direct. Every such cheque

or warrant shall be made payable to the order of the Person to whom it is sent or to such other Person as the Holder or joint Holders may in Writing direct and payment of the cheque or warrant shall be a good discharge to the Company. Every such

cheque or warrant shall be sent at the risk of the Person entitled to the money represented thereby.

33.13

All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the

Company until claimed. No dividend shall bear interest as against the Company.

33.14

Any dividend which has remained unclaimed for a period of ten years from the date of declaration thereof shall

if the Directors so resolve be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely.

34.

CAPITALISATION OF PROFITS

The Directors may with the authority of an Ordinary Resolution of the Company:

34.1

subject as hereinafter provided, resolve that it is desirable to capitalise any undistributed profits of the

Company (including profits carried and standing to any reserve or reserves) not required for paying any fixed dividends on any shares entitled to fixed preferential dividends with or without further participation in profits or to capitalise any sum

carried to reserve as a result of the sale or revaluation of the assets of the Company (other than goodwill) or any part thereof or to capitalise any sum standing to the credit of the Company’s share premium account or capital redemption

reserve fund;

34.2

appropriate the profits or sum resolved to be capitalised to the Members in the proportion in which such

profits or sum would have been divisible amongst them had the same been applicable and had been applied in paying dividends and to apply such profits or sum on their behalf either in or towards paying up any amount for the time being unpaid on any

shares held by such Members respectively or in paying up in full either at par or at such premium as the said resolution may provide any unissued shares or debentures of the Company such shares or debentures to be allotted and distributed credited

as fully Paid Up to and amongst such Members in the proportions aforesaid or partly in one way and partly in the other provided that the share premium account and the capital redemption reserve fund and any unrealised profits may for the purposes of

this Article only be applied in the paying up of unissued shares to be allotted to Members credited as fully Paid Up;

34.3

make all appropriations and applications of the profits or sum resolved to be capitalised thereby and all

allotments and issues of fully paid shares or debentures if any and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by the issue of certificates representing part of a

shareholding or fractions of shares or by payments in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions; and

34.4

authorise any Person to enter on behalf of all the Members entitled to the benefit of such appropriations and

applications into an agreement with the Company providing for the allotment to them respectively credited as fully Paid Up of any further shares or debentures to which they may be entitled upon such capitalisation and any agreement made under such

authority shall be effective and binding on all such Members.

35.

ACCOUNTS AND AUDIT

35.1

The Company shall keep accounting records which are sufficient to show and explain the Company’s

transactions and are such as to:

35.1.1

disclose with reasonable accuracy at any time the financial position of the Company at that time; and

35.1.2

enable the Directors to ensure that any accounts prepared by the Company comply with requirements of the Law.

35.2

The Directors shall prepare accounts of the Company made up to such date in each year as the Directors shall

from time to time determine in accordance with and subject to the provisions of the Law.

35.3

No Member shall (as such) have any right to inspect any accounting records or other book or document of the

Company except as conferred by the Law or authorised by the Directors or by Ordinary Resolution of the Company.

35.4

The Directors shall deliver to the Registrar of Companies a copy of the accounts of the Company signed on

behalf of the Directors by one of them together with a copy of the report thereon by the Auditors in accordance with the Law.

35.5

The Directors or the Company by Ordinary Resolution shall appoint Auditors for any period or periods to examine

the accounts of the Company and to report thereon in accordance with the Law.

36.

NOTICES

36.1

In the case of joint Holders of a share all Notices shall be given to that one of the joint Holders whose name

stands first in the Register in respect of the joint holding and Notice so given shall be sufficient Notice to all the joint Holders.

36.2

A Notice, other document or information may be given or provided to any Person: (a) either personally; or

(b) by sending it: (i) by post to it at its registered address; (ii) by electronic means to the address specified for that purpose by the intended recipient (generally or specifically); or (iii) by such other means as the Company

may in its absolute discretion determine. Where a Notice, other document or information is sent:

36.2.1

by post, service of the Notice, other document or information shall be deemed to be effected by properly

addressing prepaying and posting a letter containing or accompanies by the Notice, other document or information and to have been effected one Clear Day after the day it was posted; or

36.2.2

in electronic form, service of the Notice, other document or information shall be deemed to be effected by

properly addressing and sending it in such electronic form (as the case may be by or by attachment to an email) and to have been effected one Clear Day after the day it was sent and shall be seemed received by the intended recipient on that day

notwithstanding that the Company becomes aware that such Person has failed to receive such Notice, other document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such Notice, other document or

information by post to that Person.

36.3

Any Member Present at any meeting of the Company shall for all purposes be deemed to have received due Notice

of such meeting and where requisite of the purposes for which such meeting was convened.

36.4

Subject to Articles 36.5 and 36.10, the Directors may from time to time issue, endorse or adopt terms and

conditions relating to the use of electronic means for the sending of Notices, other documents (including forms of proxy appointment) or information by the Company to Members or Persons entitled by transmission and by Members or Persons entitled by

transmission to the Company.

36.5

A Notice, other document or information may be given by the Company to the Persons entitled to a share in

consequence of the death, bankruptcy or incapacity of a Member by sending or delivering it in any manner authorised by these Articles for the giving of Notice or other document or information to a Member addressed to them by name or by the title of

representatives of the deceased or trustee of the Bankrupt or curator of the Member or by any like description at the address if any supplied for that purpose by the Persons claiming to be so entitled. Until such an address has been supplied a

Notice, other document or information may be given in any manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. If more than one Person would be entitled to receive a Notice, other document or information

in consequence of the death, bankruptcy or incapacity of a Member, Notice, other document or information given to any one of such Persons shall be deemed for all purposes given to all such Persons.

36.6

Notwithstanding any of the provisions of these Articles any Notice, other document or information to be given

by the Company to a Director or to a Member may be given in any manner agreed in advance by any such Director or Member.

36.7

Any amendment or revocation of a notification given to the Company or agreement under this Article shall only

take effect if in Writing, signed (or authenticated by electronic means) by the Member and on actual receipt by the Company thereof.

36.8

A Notice or other document or information sent to the Company by electronic means shall not be treated as

received by the Company if it is rejected by computer virus protection arrangements.

36.9

Where these Articles require or permit a Notice or other document or information to be authenticated by a

person by electronic means, to be valid, it must incorporate the electronic signature or personal identification details of that person, in such form as the Directors may require to satisfy themselves that the document is genuine.

36.10

Where a Member of the Company has received a Notice, other document or information from the Company otherwise

than in hard copy form, it is entitled to require the Company to send to it a version of the Notice, other document or information in hard copy form within 21 days of the Company receiving the request.

37.

WINDING UP

37.1

Subject to any particular rights or limitations for the time being attached to any shares as may be specified

in these Articles or in any Statement of Rights or upon which such shares may be issued if the Company is wound up, the assets available for distribution among the Members shall be applied first in repaying to the Members the amount Paid Up on their

shares respectively and if such assets shall be more than sufficient to repay to the Members the whole amount Paid Up on their shares the balance shall be distributed among the Members in proportion to the amount which at the time of the

commencement of the winding up had been actually Paid Up on their said shares respectively.

37.2

If the Company is wound up, the Company may with the sanction of a Special Resolution and any other sanction

required by the Law divide the whole or any part of the assets of the Company among the Members in specie and the liquidator or where there is no liquidator the Directors may for that purpose value any assets and determine how the division shall be

carried out as between the Members or different classes of Members and with the like sanction vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator or the Directors (as the case may

be) with the like sanction determine but no Member shall be compelled to accept any assets upon which there is a liability.

38.

INDEMNITY

38.1

Subject to Article 38.3 and in so far as the Law allows, every present or former Officer of any present or

former Group Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him/her by reason of being or having been such an Officer.

38.2

Subject to Article 38.3, the Directors may, without sanction of the Company in general meeting, authorise the

purchase or maintenance by the Company for any present or former Officer of any present or former Group Company of any such insurance as is permitted by the Law in respect of any liability which would otherwise attach to such present or former

Officer by reason of him/her being or having been such an Officer.

38.3

The provisions of Articles 38.1 and 38.2 shall only apply to a present or former Officer of a former Group

Company in respect of any loss or liability incurred by, or which would otherwise be attached to (as the case may be), such present or former Officer during the time period in which the relevant former Group Company was a Group Company.

39.

FIXING RECORD DATE

39.1

For the purpose of determining Members entitled to Notice of or to vote at any meeting of Members or any

adjournment thereof or in order to make a determination of Members for any other proper purpose including, without limitation, for any dividend, distribution, allotment or issue, the Directors may fix a date as the record date for any such

determination of Members.

39.2

A record date for any dividend, distribution, allotment or issue may be on or at any time before any date on

which such dividend, distribution, allotment or issue is paid or made and on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared.

39.3

If no record date is fixed for the determination of Members entitled to Notice of or to vote at a meeting of

Members, the date on which Notice of the meeting is sent shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting has been made in the manner provided in this Article such

determination shall apply to any adjournment thereof.

40.

UNTRACED MEMBERS

40.1

The Company may sell, in such manner as the Board of Directors may decide and at the best price it considers to

be reasonably obtainable at that time, any share of a Member, or any share to which a Person is entitled by transmission if:

40.1.1

during a period of 12 years at least three cash dividends or other distributions have become payable in respect

of the share to be sold and have been sent by the Company in accordance with these Articles;

40.1.2

during that period of 12 years no cash dividend or distribution payable in respect of the share has been

claimed, no cheque, warrant, order or other payment for a dividend or distribution has been cashed, no dividend or distribution sent by means of a funds transfer system has been paid and no communication has been received by the Company from the

Member or the Person entitled by transmission to the share;

40.1.3

on or after the expiry of that period of 12 years the Company has published advertisements both in a national

newspaper and in a newspaper circulating in the area in which the last known address of the Member or Person entitled by transmission to the share or the address at which notices may be given in accordance with these Articles is located, in each

case giving notice of its intention to sell the share; and

40.1.4

during the period of three months following the publication of those advertisements and after that period until

the exercise of the power to sell the share, the Company has not received any communication from the Member or the Person entitled by transmission to the share.

40.2

The Company’s power of sale shall extend to any further share which, on or before the date of publication

of the first of any advertisement pursuant to Article 40.1.3 above, is issued in right of a share to which Article 40.1 applies (or in right of any share to which this Article applies) if the conditions set out in Articles 40.1.2 to 40.1.4 are

satisfied in relation to the further share (but as if the references to a period of 12 years were references to a period beginning on the date of allotment of the further share and ending on the date of publication of the first of the advertisements

referred to above).

40.3

To give effect to any sale, the Board of Directors may authorise some Person to transfer the share to, or as

directed by, the purchaser, who shall not be bound to see to the application of the purchase money; nor shall the title of the new Holder to the share be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

40.4

The Company shall account to the person entitled to the share at the date of sale for a sum equal to the net

proceeds of sale and shall be deemed to be his debtor, and not a trustee for him, in respect of them.

40.5

Pending payment of the net proceeds of sale to such person, the proceeds may either be employed in the business

of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Board of Directors may from time to time decide.

40.6

No interest shall be payable in respect of the net proceeds and the Company shall not be required to account

for any moneys earned on the net proceeds.

41.

NON-APPLICATION OF STANDARD

TABLE

The regulations constituting the Standard Table prescribed pursuant to the Law shall not apply to the Company and are

hereby expressly excluded in their entirety.

EX-4.1

Filename: d52176dex41.htm · Sequence: 4

EX-4.1

Exhibit 4.1

EXECUTION VERSION

CYPRIUM CORPORATION

CYPRIUM HOLDINGS LUXEMBOURG S.À R.L.

as Issuers

THE

GUARANTORS PARTY HERETO,

as Guarantors

AND

U.S. BANK TRUST

COMPANY, NATIONAL ASSOCIATION,

as Trustee

6.125% SENIOR NOTES DUE 2031

6.375% SENIOR NOTES DUE 2034

INDENTURE DATED AS OF

MARCH 18, 2026

CERTAIN CONFIDENTIAL INFORMATION CONTAINED

IN THIS INDENTURE HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE

EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

TABLE OF CONTENTS

Page

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY

REFERENCE

SECTION 1.01.

Definitions

SECTION 1.02.

Other Definitions

SECTION 1.03.

[Reserved]

SECTION 1.04.

Rules of Construction

SECTION 1.05.

Certain Calculations

ARTICLE 2

THE NOTES

SECTION 2.01.

Form and Dating

SECTION 2.02.

Execution and Authentication

SECTION 2.03.

Registrar and Paying Agent

SECTION 2.04.

Paying Agent to Hold Money in Trust

SECTION 2.05.

Holder Lists

SECTION 2.06.

Transfer and Exchange

SECTION 2.07.

Replacement Notes

SECTION 2.08.

Outstanding Notes

SECTION 2.09.

Treasury Notes

SECTION 2.10.

Temporary Notes

SECTION 2.11.

Cancellation

SECTION 2.12.

Defaulted Interest

SECTION 2.13.

CUSIP or ISIN Numbers

SECTION 2.14.

Additional Notes

SECTION 2.15.

Persons Deemed Owners

SECTION 2.16.

Book-Entry Provisions for Global Notes

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01.

Notices to Trustee

SECTION 3.02.

Selection of Notes to Be Redeemed

SECTION 3.03.

Notice of Redemption

SECTION 3.04.

Effect of Notice Upon Redemption

SECTION 3.05.

Deposit of Redemption Price

SECTION 3.06.

Notes Redeemed in Part

SECTION 3.07.

Optional Redemption

SECTION 3.08.

Tax Redemption

SECTION 3.09.

Special Mandatory Redemption

SECTION 3.10.

Mandatory Redemption

ARTICLE 4

COVENANTS

SECTION 4.01.

Payment of Notes

SECTION 4.02.

Maintenance of Office or Agency

SECTION 4.03.

Reports

SECTION 4.04.

Compliance Certificate

SECTION 4.05.

Payment of Additional Amounts

-i-

SECTION 4.06.

Activities Prior to Release Date

SECTION 4.07.

Incurrence of Non-Guarantor Indebtedness and Issuance of Non-Guarantor Preferred Stock

SECTION 4.08.

Limitation on Sale and Leaseback Transactions

SECTION 4.09.

[Reserved]

SECTION 4.10.

Liens

SECTION 4.11.

Offer to Repurchase Upon Change of Control Triggering Event

SECTION 4.12.

Corporate Existence

SECTION 4.13.

Additional Guarantors

SECTION 4.14.

U.S. Federal Income Tax Treatment

ARTICLE 5

SUCCESSORS

SECTION 5.01.

Merger, Consolidation, or Sale of Assets

SECTION 5.02.

Successor Corporation Substituted

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01.

Events of Default

SECTION 6.02.

Acceleration

SECTION 6.03.

Other Remedies

SECTION 6.04.

Waiver of Past Defaults

SECTION 6.05.

Control by Majority

SECTION 6.06.

Limitation on Suits

SECTION 6.07.

Rights of Holders of Notes to Receive Payment

SECTION 6.08.

Collection Suit by Trustee

SECTION 6.09.

Trustee May File Proofs of Claim

SECTION 6.10.

Priorities

SECTION 6.11.

Undertaking for Costs

ARTICLE 7

TRUSTEE

SECTION 7.01.

Duties of Trustee

SECTION 7.02.

Rights of the Trustee

SECTION 7.03.

Individual Rights of Trustee

SECTION 7.04.

Trustee’s Disclaimer

SECTION 7.05.

Notice of Defaults

SECTION 7.06.

[Reserved]

SECTION 7.07.

Compensation and Indemnity

SECTION 7.08.

Replacement of Trustee

SECTION 7.09.

Successor Trustee by Merger, Etc.

SECTION 7.10.

Eligibility; Disqualification

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.

Option to Effect Legal Defeasance or Covenant Defeasance

SECTION 8.02.

Legal Defeasance and Discharge

SECTION 8.03.

Covenant Defeasance

SECTION 8.04.

Conditions to Legal or Covenant Defeasance

-ii-

SECTION 8.05.

Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions

SECTION 8.06.

Satisfaction and Discharge

SECTION 8.07.

Repayment to Issuers

SECTION 8.08.

Reinstatement

SECTION 8.09.

Survival

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.

Without Consent of Holder

SECTION 9.02.

With Consent of Holders of Notes

SECTION 9.03.

[Reserved]

SECTION 9.04.

Revocation and Effect of Consents

SECTION 9.05.

Trustee to Sign Amendments

ARTICLE 10

NOTE GUARANTEES

SECTION 10.01.

Note Guarantees

SECTION 10.02.

Limitation on Liability

SECTION 10.03.

Successors and Assigns

SECTION 10.04.

No Waiver

SECTION 10.05.

No Waiver

SECTION 10.06.

Release of Guarantor

SECTION 10.07.

Contribution

ARTICLE 11

MISCELLANEOUS

SECTION 11.01.

[Reserved]

SECTION 11.02.

Notices

SECTION 11.03.

[Reserved]

SECTION 11.04.

Certificate and Opinion as to Conditions Precedent

SECTION 11.05.

Statements Required in Certificate or Opinion

SECTION 11.06.

Rules by Trustee and Agents

SECTION 11.07.

No Personal Liability of Directors, Officers, Employees and Stockholders

SECTION 11.08.

Governing Law; Waiver of Jury Trial

SECTION 11.09.

No Adverse Interpretation of Other Agreements

SECTION 11.10.

Successors

SECTION 11.11.

Severability

SECTION 11.12.

Counterpart Originals

SECTION 11.13.

Table of Contents, Headings, Etc.

SECTION 11.14.

Force Majeure

SECTION 11.15.

Patriot Act

SECTION 11.16.

Legal Holidays

SECTION 11.17.

Currency Indemnity

SECTION 11.18.

Jurisdiction; Consent to Service of Process

ARTICLE 12

ESCROW MATTERS

SECTION 12.01.

Escrow Account

SECTION 12.02.

Special Mandatory Redemption

SECTION 12.03.

Release of Escrow Property

SECTION 12.04.

Trustee Direction to Execute Escrow Agreement

-iii-

EXHIBITS

Exhibit A

Form of 2031 Note

Exhibit B

Form of 2034 Note

Exhibit C

Form of Certificate of Transfer

Exhibit D

Form of Certificate of Exchange

Exhibit E

Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

-iv-

This INDENTURE, dated as of March 18, 2026 (this “Indenture”), is

by and among Cyprium Corporation, a Delaware corporation (including its permitted successors and assigns, “Cyprium Corp.”), and Cyprium Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company

(société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (including its permitted successors and assigns, “Cyprium Luxembourg” and together

with Cyprium Corp., the “Issuers”), the Guarantors (as defined herein) from time to time party hereto, U.S. Bank Trust Company, National Association, a national banking association, as trustee (the

“Trustee”), registrar and paying agent.

WITNESSETH:

WHEREAS, the Issuers are entering into this Indenture to establish the form and terms of their 6.125% Senior Notes due 2031 (the

“2031 Notes”) and 6.375% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”); and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Indenture and to make it a valid and binding obligation of

the Issuers and the Guarantors have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth

herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of

the Notes.

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

(a) The following are definitions used in this Indenture.

“144A Global Note” means a Global Note of the applicable series substantially in the form of Exhibit A or

Exhibit B hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the

outstanding principal amount of the Notes of such series sold in reliance on Rule 144A.

“Acquired Debt” means,

with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is

merged with or into or becomes a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized in connection with, such other

Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by an

existing Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means 2031 Notes or

2034 Notes, as applicable, issued from time to time after the Issue Date pursuant to Section 2.14 of this Indenture, and any Notes issued in exchange or replacement therefor.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or

under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Applicable Premium” means, with respect to any Note on any

applicable redemption date, the greater of:

(a) 1% of the then-outstanding principal amount of such Note; and

(b) the excess, if any, of:

(1) the present value at such redemption date of all required principal and interest payments due on such Note (assuming, in

the case of the 2031 Notes, a redemption date of April 15, 2028 and, in the case of the 2034 Notes, a redemption date of April 15, 2029) (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal

to the Treasury Rate as of such redemption date plus 50 basis points, over

(2) the then-outstanding principal amount of

such Note.

The Issuers shall calculate or cause the calculation of the Applicable Premium and the Trustee shall have no duty to calculate

or verify the Issuers’ calculation of the Applicable Premium.

“Applicable Procedures” means, with respect

to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer, redemption or exchange.

“Aptiv” means Aptiv PLC, a Jersey public limited company.

“Attributable Debt” means: (a) with respect to any Sale and Leaseback Transaction that does not result in a

Capitalized Lease Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any

period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of:

(1) the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the

Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and

(2) the Attributable Debt determined assuming no such termination; and

(b) with respect to any Sale and Leaseback Transaction that results in a Capitalized Lease Obligation, the amount of Indebtedness represented

thereby according to the definition of “Capitalized Lease Obligations.”

“Attributable Receivables

Indebtedness” means, at any time with respect to any Permitted Receivables Facility, the principal amount of Indebtedness which (a) if such Permitted Receivables Facility is structured as a secured lending agreement, would

constitute at such time the principal amount of such Indebtedness or (b) if such Permitted Receivables Facility is structured as a purchase agreement or factoring arrangement, would be outstanding at such time under the Permitted Receivables

Facility if the same were structured as a secured lending agreement rather than a purchase agreement or a factoring arrangement.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law

of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or the relief of debtors.

“Board of Directors” means the board of directors of an Issuer or any committee thereof duly authorized to act on

behalf of the board of directors of such Issuer.

“Business Day” means each day which is not a Legal Holiday.

-2-

“Capital Stock” of any Person means any and all shares, interests,

rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a

capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.

“Cash Equivalents” means:

(a) Dollars, euros, pound sterling or other money in other currencies received in the ordinary course of business;

(b) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured

by the United States federal government or any agency thereof;

from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the

securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s;

(d) demand deposit, certificates of deposit and time deposits with maturities of one (1) year or less from the date of

acquisition and overnight bank deposits of any commercial bank, supranational bank or trust company having capital and surplus in excess of $500,000,000;

(e) repurchase obligations with respect to securities of the types (but not necessarily maturity) described in clauses

(b) and (c) above, having a term of not more than ninety (90) days, of banks (or bank holding companies) or subsidiaries of such banks (or bank holding companies) and non-bank broker-dealers listed

on the Federal Reserve Bank of New York’s list of primary and other reporting dealers (“Repo Counterparties”) which Repo Counterparties have capital, surplus and undivided profits aggregating in excess of $500,000,000

(or the foreign equivalent thereof) and which Repo Counterparties or their parents (if the Repo Counterparties are not rated) will at the time of the transaction be rated A-1 by S&P (or such similar

equivalent rating) or higher by at least one nationally recognized statistical rating organization;

(f) commercial paper

rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one (1) year after the

day of acquisition;

(g) short-term marketable securities of comparable credit quality to those described in clauses

(a) through (f) above;

(h) shares of money market mutual or similar funds that invest at least 95% in assets

satisfying the requirements of clauses (a) through (g) of this definition;

(i) in the case of the Parent or a

Subsidiary of the Parent, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Parent or such Subsidiary conducts business; and

(j) any other investment treated as a “cash equivalent” pursuant to GAAP.

“Cash Management Obligations” means obligations in respect of overdraft and related liabilities arising from

treasury, depositary and cash management services or any automated clearing house transfers of funds or participating in commercial (or purchasing) card programs.

-3-

“Certificated Note” means a certificated Note registered in the

name of the Holder thereof and issued in accordance with Article 2 hereof, in substantially the form of Exhibit A or Exhibit B hereto, as applicable, except that such Note shall not bear the Global Note Legend and shall not have the

“Schedule of Increases or Decreases in the Global Note” attached thereto.

“Change of Control” means

the occurrence of any of the following:

(1) any transaction occurs (including a merger or consolidation of the Parent)

following which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3 and

13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent; or

(2) any sale, lease or transfer (for the avoidance of doubt, other than a transfer to the Parent or a Subsidiary of the

Parent), in one or a series of related transactions, of all or substantially all the assets of the Parent and its Subsidiaries, taken as a whole, to a Person in which any person (as defined above) holds or acquires beneficial ownership (within the

meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the Voting Stock of such transferee Person.

Notwithstanding the foregoing, the Transactions, including the Spin-Off, shall not constitute a Change

of Control. Additionally, a transaction will not be deemed to involve a Change of Control if (1) the Parent becomes a direct or indirect Subsidiary of a holding company and (2) no person (as defined above) (other than a holding company)

owns, directly or indirectly, a majority of the voting power of the Equity Interests of such holding company.

“Change of

Control Triggering Event” means, with respect to a series of Notes, the occurrence of both (i) a Change of Control and (ii) a Rating Event with respect to such series of Notes.

“Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any kind (other than loss of revenues).

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

“Consolidated EBITDA” means, with reference to any period:

(a) Consolidated Net Income for such period; plus

(b) without duplication and, other than in the case of clause (b)(xiii) below, to the extent deducted from revenues in determining

Consolidated Net Income for such period: (i) Consolidated Interest Expense and charges, deferred financing fees and milestone payments in connection with any investment or series of related investments, losses on Swap Agreements entered into

for the purpose of hedging interest rate risk, net of gains on such Swap Agreements, and costs of surety bonds in connection with financing activities; (ii) expense and provision for taxes paid or accrued; (iii) depreciation; (iv)

amortization (including amortization of intangibles); (v) non-cash Charges recorded in respect of purchase accounting or impairment of goodwill, intangibles or long-lived assets and non-cash exchange, translation or performance losses relating to any foreign currency hedging transactions or currency fluctuations except to the extent representing an accrual for future cash outlays; (vi) any

non-cash costs or expenses incurred by the Parent or a Subsidiary of the Parent pursuant to any employee or management equity plan or stock plan with respect to Capital Stock of the Parent; (vii) non-cash Charges pursuant to SFAS 158; (viii) any other non-cash Charges except to the extent representing an accrual for future cash outlays, including write-downs

of excess, obsolete or unbalanced inventories and other asset write-downs; (ix) (A) any unusual, infrequent or extraordinary Charges (including, without limitation, the amount of any integration, transition, severance, facility closing and

similar Charges (including any Charges to establish accruals and reserves or to make payments associated with the reassessment or realignment of the business and operations of the Parent and its Subsidiaries, including, without limitation, the sale

or closing of facilities), stay bonuses, Charges arising from curtailments or modifications to pension and post-retirement employee benefit plans, Charges arising from asset disposals (including leased

-4-

facilities), write-downs for purchase and lease commitments, start-up costs for new facilities, relocation costs which are not otherwise capitalized and

any related promotional costs of exiting products or product lines) and (B) any restructuring and similar charges; (x) without duplication, income of any non-wholly owned Subsidiaries of the Parent

and deductions attributable to minority interests; (xi) expenses with respect to any casualty or other insured damage to, or any taking under power of eminent domain, condemnation, expropriation or similar proceeding of, any asset of the Parent

or any Subsidiary of the Parent; (xii) to the extent actually reimbursed, Charges to the extent covered by indemnification provisions in any agreement in connection with any acquisition or investment; (xiii) pro forma “run

rate” cost savings, operating expense reductions, operational improvements and cost synergies (other than, in each case, any revenue enhancements or revenue synergies) (collectively, “Expected Cost Savings”) (in each case,

calculated on a Pro Forma Basis as though such Expected Cost Savings had been realized in full on the first day of such period, but net of actual amounts realized during such period) that are reasonably identifiable and factually supportable (in

each case, as determined by the Parent in good faith) related to any acquisition (including the commencement of activities constituting a business line), investment, disposition outside the ordinary course of business (including the termination or

discontinuance of activities constituting a business line), Cost Saving Initiative and/or specified transaction, in each case, whether consummated or initiated prior to, on or after the Release Date; provided that such Expected Cost Savings

are projected by the Parent in good faith to result from actions that have been taken or with respect to which steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after the applicable

date of determination of Consolidated EBITDA; provided, further, that the aggregate amount added to or included in Consolidated EBITDA pursuant to this clause (xiii) shall not, for any Test Period, exceed an amount equal to 25% of

Consolidated EBITDA for such Test Period, calculated after giving effect to any amounts added to or included in Consolidated EBITDA pursuant to any clause of this definition (including this clause (xiii)); (xiv) unrealized net losses in the fair

market value of any arrangements under Swap Agreements; (xv) any other adjustments, exclusions and add-backs that are identified or set forth in any quality of earnings or similar analysis or report

prepared by a “Big Four” accounting firm or another financial advisor in connection with any acquisition or investment consummated after the Release Date; provided that (A) no such adjustments, exclusions or addbacks may be

in the nature of revenue enhancement or revenue synergies and (B) any such adjustments, exclusions and addbacks that are based on pro forma “run rate” effects shall not be permitted by this clause (xv) (and instead may only be made

to the extent permitted by clause (xiii) above); (xvi) any Charge attributable to earn-outs, purchase price adjustments and other contingent obligations in connection with any acquisition or investment; and (xvii) any distributions or

payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and any other fees paid to a Person which is not the Parent or any of its Subsidiaries in connection with, any Permitted

Receivables Facility permitted under this Indenture and discounts on the sale of accounts receivable in connection with any Permitted Receivables Facility permitted under this Indenture representing, in the Parent’s reasonable determination,

the implied interest component of such discount for such period; minus

such period: (i) any unusual, infrequent or extraordinary income or gains; (ii) unrealized net gains in the fair market value of any arrangements under Swap Agreements; (iii) any gains attributable to earn-outs, purchase price

adjustments and other contingent obligations in connection with any acquisition or other similar Investment; and (iv) any other non-cash income or gain (except to the extent representing an accrual for

future cash income);

provided that, to the extent included in Consolidated Net Income for such period, there shall be excluded in

determining Consolidated EBITDA for any period (A) currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Agreements for currency exchange risk) and

(B) adjustments resulting from the application of SFAS 133.

In addition, to the extent not already included in Consolidated Net

Income for such period, Consolidated EBITDA will include the proceeds of business interruption insurance (whether or not received so long as the Parent in good faith expects to receive such proceeds within the next four fiscal quarters (with a

deduction in the applicable future period for any amount so added back to the extent not so received within the next four fiscal quarters)).

Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the Consolidated Non-Guarantor Debt Ratio, the Consolidated Secured Leverage Ratio and/or the amount of any basket based on a percentage of LTM EBITDA for any period that includes the fiscal quarter ended June 30, 2025,

September 30, 2025 or December 31, 2025, Consolidated EBITDA for such fiscal quarter shall be deemed to be $223,000,000, $238,000,000 and $237,000,000, respectively, in each case, as adjusted (i) on a Pro Forma Basis, as applicable, and

(ii) pursuant to clauses (b)(xiii) and (b)(xv) of this definition, as applicable, for such period.

-5-

“Consolidated Interest Expense” means, with reference to any

period, the interest expense whether or not paid in cash of the Parent and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP plus, without duplication: (a) imputed interest attributable to any

Capitalized Lease Obligations of the Parent and its Subsidiaries for such period, (b) commissions, discounts and other fees and charges owed by the Parent or any of its Subsidiaries with respect to letters of credit securing financial

obligations, bankers’ acceptance financing and receivables financings for such period, (c) amortization or write-off of debt discount and debt issuance costs, premium, commissions, discounts and

other fees and charges associated with Indebtedness of the Parent and its Subsidiaries for such period, (d) cash contributions to any employee stock ownership plan or similar trust made by the Parent or any of its Subsidiaries to the extent

such contributions are used by such plan or trust to pay interest or fees to any person (other than the Parent or a wholly-owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period, (e) all interest paid

or payable with respect to discontinued operations of the Parent or any of its Subsidiaries for such period, (f) the interest portion of any deferred payment obligations of the Parent or any of its Subsidiaries for such period, (g) all

interest on (x) any indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by the Parent or any of its

Subsidiaries, whether or not the indebtedness secured thereby has been assumed, and (y) any indebtedness Guaranteed by the Parent or any of its Subsidiaries, and (h) the interest component of all Attributable Receivables Indebtedness and

Attributable Debt of the Parent and its Subsidiaries.

“Consolidated Net Income” means, with reference to any

period, the net income (or loss) of the Parent and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that, in calculating Consolidated Net Income, there shall be

excluded (a) extraordinary items, (b) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or is merged into or consolidated with the Parent or any of its Subsidiaries (except to the extent

required for any calculation of Consolidated EBITDA on a Pro Forma Basis), (c) the income (or deficit) of any Person (other than a Subsidiary of the Parent) in which the Parent or any of its Subsidiaries has an ownership interest, except to the

extent that any such income is actually received by the Parent or such Subsidiary in the form of dividends or similar distributions, (d) Transaction Costs and any other fees and expenses incurred during such period, or any amortization thereof

for such period, in connection with the consummation of any acquisition, investment, asset disposition, issuance or repayment of Indebtedness, purchase, issuance or sale of Equity Interests, refinancing transaction or amendment or other modification

of any debt instrument (in each case, including any such transaction undertaken but not completed), (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness or early termination of any Swap Agreement and

(f) the cumulative effect of a change in accounting principles.

“Consolidated

Non-Guarantor Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness of the Subsidiaries of the Parent as of such date that constitutes Non-Guarantor Indebtedness or Non-Guarantor Preferred Stock (excluding any such amounts owing to the Parent or a Subsidiary) to (b) LTM EBITDA.

“Consolidated Secured Indebtedness” means, as of any date of determination, Consolidated Total Indebtedness as of

such date that is secured by a Lien on any property of an Issuer or any Guarantor as of such date.

“Consolidated Secured

Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness as of such date to (b) LTM EBITDA.

“Consolidated Total Indebtedness” means at any time the sum, without duplication, of the aggregate principal amount

of Indebtedness for borrowed money of the Parent and its Subsidiaries outstanding as of such time of a type required to be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP minus the aggregate

amount of unrestricted cash and Cash Equivalents of the Parent and its Subsidiaries.

-6-

“Cost Saving Initiative” means any operating improvement,

restructuring, cost savings or similar initiative (including the effect of arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another).

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02

hereof, or such other address as to which the Trustee may give notice to the Issuers.

“Credit Agreement” means

that certain Credit Agreement, dated as of November 26, 2025, by and among the Issuers, the Parent, certain Subsidiaries of the Parent, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent

(including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented, extended or otherwise modified from time to time.

“Credit Facilities” means (1) the Credit Agreement and (2) one or more debt facilities, indentures or

other agreements refinancing, replacing, amending, restating or supplementing (whether or not contemporaneously and whether or not related to the agreements specified above) or otherwise restructuring or increasing the amount of available borrowings

or other credit extensions under or making Subsidiaries of the Parent a borrower, additional borrower or guarantor under, all or any portion of the Indebtedness under such agreement or any successor, replacement or supplemental agreement and whether

including any additional obligors or with the same or any other agent, lender or group of lenders or with other financial institutions or lenders.

“Currency Agreement” means, with respect to any Person any foreign exchange contract, currency swap agreements or

other similar agreement or arrangement to which such Person is a party or of which it is a beneficiary.

“Custodian” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person

specified in Section 2.03(c) as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment

or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Regulated Bank or a Screened Affiliate)

is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of any

Issuer and/or any one or more of the Guarantors (the “Performance References”).

“Disqualified Capital

Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the

result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for

Qualified Capital Stock), in whole or in part, prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to 91

days following the Latest Maturity Date at the time such Capital Stock is issued shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt

securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such

conversion or exchange is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall constitute Disqualified Capital Stock), (c) contains any mandatory repurchase

obligation or any other repurchase obligation at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to 91 days following the Latest Maturity Date at the time such Capital

Stock is issued (it being understood that if any such repurchase obligation is in part, only such part coming into effect prior to 91 days

-7-

following such Latest Maturity Date at the time such Capital Stock is issued shall constitute Disqualified Capital Stock) or (d) provides for the scheduled payments of dividends in cash

prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the

holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change of control, public offering or any

disposition occurring prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such

Capital Stock pursuant to such provisions prior to the Latest Maturity Date.

“Depositary” means, with respect

to the Notes of a series issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the Depositary with respect to the Notes of such series, and any and all successors thereto appointed as

depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“EDS

Business” means the business constituting Aptiv’s Electrical Distribution Systems segment and certain of its other assets and liabilities, in each case, as described in the Offering Memorandum.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but

excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering”

means, following the Release Date, a public or private offering of Qualified Capital Stock of the Parent (or any parent thereof, to the extent contributed to the Parent ), other than any issuance and sale to any Subsidiary of the Parent.

“Escrow Account” has the meaning set forth in the Escrow Agreement.

“Escrow Agent” means JPMorgan Chase Bank, N.A., as agent under the Escrow Agreement, and any and all successors

thereto appointed pursuant to the terms and conditions set forth in the Escrow Agreement.

“Escrow Agreement”

means the Escrow Agreement dated the date hereof by and among the Issuers, the Trustee and the Escrow Agent, relating to the Initial Notes, as amended, modified or supplemented from time to time.

“Escrow Conditions” has the meaning set forth in the Escrow Agreement.

“Escrow End Date” means April 30, 2026.

“Escrow Property” has the meaning set forth in the Escrow Agreement.

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

“Fitch” means Fitch Ratings, Inc. and any successor to its rating business.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue

Date set forth in:

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of

Certified Public Accountants,

(2) statements and pronouncements of the Financial Accounting Standards Board,

(3) such other statements by such other entities as approved by a significant segment of the accounting profession, and

-8-

(4) the rules and regulations of the SEC governing the inclusion of

financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written

statements from the accounting staff of the SEC.

“Global Note Legend” means the legend set forth in

Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global

Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, in the form of Exhibit A or Exhibit B hereto, as applicable, issued in accordance with Article 2 hereof.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing

any Indebtedness of any other Person entered into for purposes of assuring in any manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided,

however, that the term “Guarantee” shall not include endorsements for collection or deposit in the

ordinary course of business. The

term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means the Parent and each

Subsidiary of the Parent that provides a Note Guarantee under this Indenture.

“Holder” means the Person in

whose name a Note is registered on the Registrar’s books.

“Indebtedness” means the principal of and

premium (if any) in respect of indebtedness of such Person for borrowed money.

Notwithstanding the foregoing, (i) in connection with

the purchase by the Parent or any Subsidiary of any business, the term “Indebtedness” will exclude bona fide post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final

closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment

thereafter becomes fixed and determined, the amount is paid within 30 days thereafter and (ii) Swap Agreements, Cash Management Obligations and other obligations in respect of card obligations, netting services, overdraft protections, cash

management services and similar arrangements shall not constitute Indebtedness.

The amount of Indebtedness of any Person at any date

shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted

value thereof at such time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global

Note through a Participant.

“Initial Notes” means $800,000,000 in aggregate principal amount of the 2031 Notes

and $800,000,000 in aggregate principal amount of the 2034 Notes, in each case issued under this Indenture on the Issue Date.

“Initial Purchasers” means BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC,

Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BNP Paribas Securities Corp., PNC Capital Markets LLC, SG Americas Securities, LLC, U.S. Bancorp Investments, Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc.,

Standard Chartered Bank and UniCredit Capital Markets LLC.

“interest” means, with respect to the Notes,

interest on the Notes.

“Interest Payment Date” has the meaning set forth in paragraph 1 of the applicable

Notes.

-9-

“Investment Grade Rating” means a rating equal to or higher than

Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or if Moody’s, S&P or Fitch shall cease to provide a rating of the Notes, an equivalent rating by any other Rating Agency

substituted for Moody’s, S&P or Fitch pursuant to clause (b) of the definition of “Rating Agency.”

“IP Rights” means all patents, trademarks, copyrights, and other intellectual property rights.

“Issue Date” means March 18, 2026.

“Joint Venture” means, with respect to any Person, any other Person in which such Person owns Capital Stock (other

than any Subsidiary), and including, for the avoidance of doubt, any other Person in which such Person owns less than a majority of the Capital Stock thereof. Unless otherwise specified, “Joint Venture” shall refer to a Joint Venture of

the Parent or any Subsidiary.

“Latest Maturity Date” means, as of any date of determination, the latest Stated

Maturity applicable to any series of Notes outstanding under this Indenture.

“Legal Holiday” means a Saturday,

Sunday or other day on which the Trustee, Registrar and Paying Agent or banking institutions are not required by law or regulation to be open in the State of New York or in the jurisdiction of the place of payment.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge in the nature of an encumbrance of

any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that any obligation in respect of an operating lease shall not be deemed a lien.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or

the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally

increase, with negative changes to the Performance References.

“LTM EBITDA” means Consolidated EBITDA for the

most recently ended Test Period.

“Moody’s” means Moody’s Investors Service, Inc. and any successor

to its rating business.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of

determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is

reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect

to an Issuer or any Guarantor immediately prior to such date of determination.

“Non-Guarantor Indebtedness” means any Indebtedness of a Non-Guarantor Subsidiary.

“Note Guarantee” means each Guarantee of the

obligations with respect to the Notes issued by a Guarantor pursuant to the terms of this Indenture.

“Offering

Memorandum” means the offering memorandum dated March 4, 2026 relating to the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President,

any Vice President, any Manager, the Treasurer or the Secretary of an Issuer. “Officer” of any Guarantor has a correlative meaning.

“Officer’s Certificate” means a certificate signed by an Officer.

-10-

“Opinion of Counsel” means a written opinion from legal counsel

who is acceptable to the Trustee. The counsel may be an employee of or counsel to an Issuer or a Guarantor.

“Parent” means Versigent Limited, a company incorporated in Jersey with limited liability, or any successor thereto

pursuant to the applicable provisions of this Indenture.

“Participant” means, with respect to the Depositary, a

Person who has an account with the Depositary.

“Permitted Guarantee” means any guarantee by the Parent or a

Subsidiary of the Parent of Indebtedness of the Parent or a Subsidiary of the Parent that is not prohibited by this Indenture.

“Permitted Receivables Facility” means any facility providing for (a) the factoring, sale or pledge by the

Parent or its Subsidiaries (other than a Receivables Entity) of Receivables and Permitted Receivables Related Assets to a Receivables Entity, which in turn shall sell or pledge interests in such Receivables and Permitted Receivables Related Assets

to third-party lenders or investors as part of a Receivables-backed financing program (with the Receivables Entity permitted to issue investor certificates, purchased interest certificates or other similar documentation evidencing interests in such

Receivables and Permitted Receivables Related Assets) in return for the cash used by the Receivables Entity to purchase such Receivables and Permitted Receivables Related Assets from the Parent or its Subsidiaries or (b) the factoring, sale or

pledge by the Parent or its Subsidiaries (other than a Receivables Entity) of Receivables and Permitted Receivables Related Assets to third-party lenders or investors as part of a Receivables-backed financing program, in each case on terms

reasonably customary for transactions of this type.

“Permitted Receivables Facility Assets” means

(a) Receivables (whether now existing or arising in the future) which are transferred or pledged pursuant to any Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred or pledged and

all proceeds thereof and (b) loans to the Parent or any of its Subsidiaries (other than a Receivables Entity) secured by Receivables (whether now existing or arising in the future) of the Parent and its Subsidiaries which are made pursuant to

any Permitted Receivables Facility.

“Permitted Receivables Facility Documents” means each of the documents and

agreements entered into in connection with the Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, all of which documents and agreements

shall be in form and substance reasonably customary for transactions of this type (in the good faith determination of the Issuers), in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from

time to time so long as (in the good faith determination of the Issuers) either (i) the terms as so amended, modified, supplemented, refinanced or replaced are reasonably customary for transactions of this type or (ii) any such amendments,

modifications, supplements, refinancings or replacements do not impose any conditions or requirements on the Parent or any of its Subsidiaries that are more restrictive in any material respect than those in existence immediately prior to any such

amendment, modification, supplement, refinancing or replacement.

“Permitted Receivables Related Assets” means

any assets that are customarily transferred or in respect of which security interests are customarily granted in connection with Receivables-backed financing programs (including factoring programs) and any collections or proceeds of any of the

foregoing.

“Person” means any individual, corporation, partnership, limited liability company, Joint Venture,

association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation,

dissolution or winding up.

“principal” of a Note means the principal of the Note plus the premium, if any,

payable on the Note which is due or overdue or is to become due at the relevant time.

-11-

“Pro Forma Basis” or “pro forma effect”

means, with respect to any determination of the Consolidated Non-Guarantor Debt Ratio, the Consolidated Secured Leverage Ratio, Consolidated EBITDA or Consolidated Net Income (including component definitions

thereof) in connection with any Subject Transaction, that such Subject Transaction and each other Subject Transaction required to be given pro forma effect pursuant to this Indenture shall be deemed to have occurred as of the first day of the

applicable Test Period (or, with respect to any determination pertaining to the balance sheet, including the acquisition of cash and Cash Equivalents in connection with an acquisition of a Person, business line, unit, division or product line, as of

the last day of such Test Period) and that:

(a) (i) in the case of any disposition of all or substantially all of the

Capital Stock of any Subsidiary or any division, line of business, business unit and/or product line of the Parent or any Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject to such

Subject Transaction shall be excluded as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any acquisition or investment described in

the definition of the term “Subject Transaction,” income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable

Test Period with respect to any test or covenant for which the relevant determination is being made; provided that any pro forma adjustment may be applied to any such test or covenant solely to the extent that such adjustment is consistent

with, subject to the limitations set forth in and without duplication with respect to the application of, the definition of “Consolidated EBITDA”;

(b) any Expected Cost Savings as a result of any Cost Saving Initiative shall be calculated on a pro forma basis as though such

Expected Cost Savings had been realized on the first day of the applicable Test Period and as if such Expected Cost Savings were realized in full during the entirety of such period; provided that any pro forma adjustment may be applied to any

such test or covenant solely to the extent that such adjustment is consistent with, subject to the limitations set forth in and without duplication with respect to the application of, the definition of “Consolidated EBITDA”;

(c) any retirement or repayment of Indebtedness shall be deemed to have occurred as of the first day of the applicable Test

Period with respect to any test or covenant for which the relevant determination is being made; and

(d) any Indebtedness

incurred by the Parent or any of its Subsidiaries in connection therewith shall be deemed to have been incurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being

made; provided that (i) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is

or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (ii) interest on any obligation with respect to any Capitalized

Lease Obligations shall be deemed to accrue at an interest rate determined by the Parent in good faith to be the rate of interest implicit in such obligation in accordance with GAAP and (iii) interest on any Indebtedness that may optionally be

determined at an interest rate based upon a factor of a prime or similar rate, an interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the

Parent.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on

all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Qualified

Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agency” means (a) S&P, Moody’s and Fitch or (b) if S&P, Moody’s or Fitch or

any or all of them shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers (as certified by a resolution of their respective Board of

Directors) which shall be substituted for S&P, Moody’s or Fitch or any or all of them, as the case may be.

-12-

“Rating Event” means, with respect to a series of Notes:

(a) a downgrade by one or more gradations (including gradations within ratings categories as well as between categories) or withdrawal of the rating of such series of Notes, in each case during the Trigger Period, by at least two of the Rating

Agencies and (b) the Notes of such series are not rated Investment Grade by any Rating Agency at such time (with a withdrawn rating attributable in whole or in part to the applicable Change of Control being deemed to be not Investment Grade for

this purpose); provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading or withdrawing Rating Agency does not publicly announce or confirm or inform the

Trustee in writing at the Issuers’ request that the downgrade or withdrawal was the result of the Change of Control (whether or not the applicable Change of Control has occurred). Notwithstanding the foregoing, no Rating Event will be deemed

to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated; provided further that in the event that a Rating Agency does not provide a rating of Notes of such

series on the first day of the Trigger Period, such absence of rating shall be treated as both (x) a downgrade in the rating of such Notes by such Rating Agency and (y) such Notes not being rated Investment Grade by such Rating Agency, in each

case, for purposes of clauses (a) and (b) above and shall not be subject to the proviso in the immediately preceding sentence.

“Receivables” means all accounts receivable (including, without limitation, all rights to payment created by or

arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance).

“Receivables Entity” means a Subsidiary of the Parent which engages in no activities other than in connection with a

Receivables-based financing program (including factoring programs) and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Parent or any Subsidiary of the Parent

(excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Parent or any Subsidiary of the Parent in any way (other than

pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Parent or any Subsidiary of the Parent, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to

Standard Securitization Undertakings, (b) with which neither the Parent nor any of its other Subsidiaries has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including

with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms less favorable to the Parent or such Subsidiary than those that might be obtained at the time from

Persons that are not Affiliates of the Parent, and (c) to which neither the Parent nor any other Subsidiary of the Parent has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain

levels of operating results other than pursuant to Standard Securitization Undertakings.

“Regulated Bank” means

a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000 that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation

organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors of the Federal Reserve

System of the U.S. under 12 CFR part 211; (iv) a non- U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository

institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem,

defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and

“Refinancing” shall have correlative meanings.

-13-

“Refinancing Indebtedness” means Indebtedness that is incurred to

Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of the Parent or any Subsidiary incurred in compliance with this Indenture (including Indebtedness that Refinances Refinancing Indebtedness); provided,

however, such Refinancing Indebtedness is incurred in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than (i) the aggregate principal amount of the

Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding plus (ii) fees and expenses, including any premium and defeasance costs and accrued interest.

“Regular Record Date” for the interest payable on any Interest Payment Date means the applicable date specified as a

“Record Date” on the face of the applicable Note.

“Regulation S” means Regulation S promulgated

under the Securities Act.

“Regulation S Global Note” means a Global Note in the form of Exhibit A or

Exhibit B hereto, as applicable, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in

a denomination equal to the outstanding principal amount of the Notes of such series initially sold in reliance on Rule 903.

“Regulation S Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Release Date” means the date specified in the Release Request for the release of the Escrow Property, which date

must not be more than ten Business Days after the date of the delivery of such Release Request.

“Release

Request” means the Escrow Release Certificate (as defined in the Escrow Agreement) requesting release of the Escrow Property on the Release Date and certifying that the Escrow Conditions have been met or will be met substantially

concurrently with the release of the Escrow Property (or, in the case of the Escrow Condition described in Section 3(b)(i)(B) of the Escrow Agreement, will be met within five Business Days after the Release Date).

“Restricted Certificated Note” means a Certificated Note bearing, or that is required to bear, the Private Placement

Legend.

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private

Placement Legend.

“Restricted Period” means, in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such Note.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Sale and Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by an

Issuer or a Guarantor whereby such Issuer or Guarantor transfers such property to a Person and leases it from such Person, other than (i) leases between the Parent and a Subsidiary of the Parent or between Subsidiaries of the Parent or

(ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant or equipment or

such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost of such property, plant or equipment or such improvements, as the case may be.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from

such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and

such screens prohibit the sharing of information with respect to the Parent or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in

connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with

its investment in the Notes.

-14-

“Short Derivative Instrument” means a Derivative Instrument

(i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the

payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

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

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

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Parent

within the meaning of Rule 1-02(w)(1) or (2) under Regulation S-X promulgated by the SEC as in effect on the Issue Date.

“Special Mandatory Redemption” means the redemption of the Notes by the Issuers at the Special Mandatory Redemption

Price following a Special Mandatory Redemption Event.

“Special Mandatory Redemption Date” means the date

specified by the Issuers in a notice of Special Mandatory Redemption delivered pursuant to Section 3.09, which date shall be no later than the third Business Day following the date of the applicable Special Mandatory Redemption Event.

“Special Mandatory Redemption Event” means (i) the Escrow Conditions are not satisfied by the Escrow End Date,

(ii) Aptiv’s board of directors earlier determines that the Escrow Conditions will not be satisfied by such date or determines to no longer pursue the Spin-Off or (iii) the Escrow Property has

been released to the Issuers for their account or at their direction but the Spin-Off is not consummated on or prior to the fifth Business Day following the Release Date.

“Special Mandatory Redemption Price” means, with respect to a series of Notes, a redemption price equal to 100% of

the issue price of such series of Notes, as set forth on the cover of the Offering Memorandum, plus accrued and unpaid interest from the Issue Date, or the most recent date on which interest has been paid or provided for, to, but excluding, the

Special Mandatory Redemption Date.

“Spin-Off” means the transfer by

Aptiv of the EDS Business to the Parent and its Subsidiaries, and the subsequent distribution by Aptiv of 100% of the ordinary shares of the Parent to Aptiv’s existing shareholders.

“S&P” means S&P Global Ratings and any successor to its rating business.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by

the Parent or any Subsidiary thereof in connection with a Permitted Receivables Facility which are reasonably customary in accounts receivable financing or factoring transactions.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on

which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon

the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subject

Transaction” means, with respect to any Test Period, (a) the Transactions, (b) any acquisition or any investment, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, or any

business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person (and in any event including any investment in (x) any Subsidiary the effect of which is to increase the Parent’s or its

relevant Subsidiary’s respective equity ownership in such Subsidiary or (y) any Joint Venture for the purpose of

-15-

increasing the Parent’s or its relevant Subsidiary’s ownership interest in such Joint Venture), (c) any disposition of all or substantially all of the assets or Capital Stock of a

Subsidiary (or any business unit, line of business or division of the Parent or a Subsidiary), (d) any incurrence or repayment of Indebtedness (other than revolving Indebtedness), (e) any Cost Saving Initiative and/or (f) any other event that

by the terms of this Indenture requires pro forma compliance with a test or covenant thereunder or requires such test or covenant to be calculated on a pro forma basis.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more

than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is

at the time owned or controlled, directly or indirectly, by:

(1) such Person,

(2) such Person and one or more Subsidiaries of such Person or

(3) one or more Subsidiaries of such Person.

Unless the context otherwise requires, Subsidiary means a Subsidiary of the Parent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option

or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value

or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants

of the Parent or its Subsidiaries shall be a Swap Agreement.

“Test Period” means, as of any date, the period of

four consecutive fiscal quarters then most recently ended for which financial statements of the Parent have been delivered (or are required to have been delivered) pursuant to Section 4.03; it being understood and agreed that prior to the first

delivery of financial statements, “Test Period” means the period of four consecutive fiscal quarters ended December 31, 2025.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.

“Transactions” means (a) the issuance and sale of the Notes pursuant to the Offering Memorandum,

(b) the entering into of the Credit Agreement and the making of borrowings thereunder, (c) the Spin-Off (and the transactions related thereto) and (d) the entry into the Escrow Agreement, and,

in each case, the transactions related thereto.

“Transaction Costs” means fees, premiums, expenses and other

transaction costs (including original issue discount or upfront fees) payable or otherwise borne by the Parent and/or its Subsidiaries in connection with the Transactions.

“Treasury Rate” means, as of the applicable redemption date, the weekly average rounded to the nearest 1/100th of a

percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the redemption date or, in the case of a satisfaction and discharge or defeasance, at least two Business

Days prior to the date on which the Issuers deposit the amounts required under this Indenture) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve

Statistical Release H.15 with respect to each applicable day during such week (or, if such Statistical Release is no longer published or no market data appears thereon, any publicly available source of similar market data)) most nearly equal to the

period from such redemption date to, in the case of the 2031 Notes, April 15, 2028 and, in the case of the 2034 Notes, April 15, 2029; provided, however, that if the period from such redemption date to, in the case of the

2031 Notes, April 15, 2028 and, in the case of the 2034 Notes, April 15, 2029 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

-16-

“Trigger Period” means the

60-day period commencing on the earlier of (i) the occurrence of a Change of Control and (ii) the first public announcement of the occurrence of a Change of Control or the Issuers’ intention to

effect a Change of Control (which Trigger Period will be extended, with respect to a series of Notes, for so long as the ratings of the Notes of the applicable series are under publicly announced consideration for possible downgrade by any two of

the three Rating Agencies); provided that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its existing ratings) with respect to such Change of Control.

“Trust Officer” means any vice president, any assistant vice president, any trust officer, any assistant trust

officer, secretary, associate or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above designated officers, and also means, with respect to a

particular corporate trust matter relating to this Indenture, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have

direct responsibility for the administration of this Indenture.

“Trustee” means the party named as such in this

Indenture until a successor or assignee replaces it and, thereafter, means the successor or assignee.

“Unrestricted

Certificated Note” means one or more Certificated Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A or

Exhibit B hereto, as applicable, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of

the Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency

other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the

applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

Except as otherwise set forth in Section 4.07(c), whenever it is necessary to determine whether the Issuers have complied with any

covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in

such currency.

“U.S. Government Obligations” means direct obligations (or certificates representing an

ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or

redeemable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock or other

interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

-17-

SECTION 1.02. Other Definitions.

Term

Defined in Section

2031 Notes

Recitals

2034 Notes

Recitals

Acceleration Notice

6.02

Additional Amounts

4.05(b)

Agreed Guarantee Principles

10.02

Applicable Premium Deficit

8.06

Authenticating Agent

2.03(e)

Authentication Order

2.02(d)

Change in Tax Law

3.08(b)

Change of Control Offer

4.11(a)

Change of Control Payment

4.11(a)

Change of Control Payment Date

4.11(a)

Covenant Defeasance

8.03

Directing Holder

6.02

DTC

2.03(b)

Event of Default

6.01

Fixed Amount

1.05

Future Guarantor

10.02

Global Note Legend

2.06(g)(ii)

Guaranteed Obligations

10.01

incur

4.07(a)

Incurrence Based Amount

1.05

Indenture

Preamble

Initial Lien

4.10(a)

Issuers

Preamble

Legal Defeasance

8.02

Non-Guarantor Preferred Stock

4.07(a)

Non-Guarantor Subsidiary

4.07

Non-U.S. Guarantors

11.18

Notes

Recitals

Note Register

2.03(a)

Noteholder Direction

6.02

Paying Agent

2.03(a)

Permitted Liens

4.10(a)

Position Representation

6.02

Private Placement Legend

2.06(g)(i)(1)

Process Agent

11.18

Redemption Date

2.08(d)

Registrar

2.03(a)

Regulation S Global Note Legend

2.06(g)(iii)

Relevant Jurisdiction

4.05

Required Currency

11.17

Subsidiary Guarantor

5.01(b)

Successor Parent

5.01(a)(1)

Successor Guarantor

5.01(b)(1)

Taxes

4.05(a)

Tax Redemption Date

3.08(b)

Trustee

Preamble

Verification Covenant

6.02

SECTION 1.03. [Reserved].

SECTION 1.04. Rules of Construction.

(a) Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

-18-

(ii) except as set forth in Section 1.05, an accounting term not

otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural, and in the plural include the singular;

(v) all references in this instrument to “Articles,” “Sections” and other subdivisions are to the

designated Articles, Sections and subdivisions of this instrument as originally executed;

(vi) the words

“herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(vii) “including” means “including without limitation”,

(viii) provisions apply to successive events and transactions; and

(ix) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute,

replacement or successor sections or rules adopted by the SEC from time to time thereunder.

(b) Unless otherwise expressly specified,

references in this Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Indenture and not to any other document.

SECTION 1.05. Certain Calculations.

(a) All terms of an accounting or financial nature used in this Indenture shall be construed, and all computations of amounts and ratios

referred to therein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement

of Financial Accounting Standards 159) (or any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the

Parent or any subsidiary at “fair value,” as defined therein, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or

any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such

Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) the application of Accounting Standards Codifications 480, 815, 805 and 718 (to the extent the pronouncements under Accounting Standards

Codification 718 result in recording an equity award as a liability on the consolidated balance sheet of the Parent and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified

as equity) (or any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect).

(b) Notwithstanding anything to the contrary contained in Section 1.05(a) above or in the definition of “Capitalized Lease

Obligations”, unless the Parent elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to any change in accounting for leases pursuant to GAAP resulting from the

implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease

obligations or Indebtedness) for purposes of all financial definitions, calculations and deliverables under this Indenture (including the calculation of Consolidated Net Income and Consolidated EBITDA) (whether or not such operating lease

obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with such ASU (or any other proposals issued by the Financial Accounting Standards Board in connection therewith) (on a prospective or

retroactive basis or otherwise) to be treated as or to be recharacterized as financing or capital lease obligations or otherwise accounted for as liabilities in financial statements.

-19-

1.05(d), (e) and (f), all financial ratios and tests (including the Consolidated Non-Guarantor Debt Ratio, the Consolidated Secured Leverage Ratio, Consolidated Net Income and Consolidated EBITDA) in this

Indenture that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any

such Test Period and on or prior to the date of any required calculation of any financial ratio, test or amount (x) any Subject Transaction has occurred or (y) any Person that subsequently became a Subsidiary or was merged, amalgamated or

consolidated with or into the Parent or any of its Subsidiaries since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio, test or amount shall be calculated on a Pro Forma

Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (or, with respect to any determination pertaining to the balance sheet, including the acquisition of cash and Cash Equivalents, as

of the last day of such Test Period).

(d) For purposes of determining the permissibility of any action, change, transaction or event that

requires a calculation of any financial ratio or financial test (including any Consolidated Non-Guarantor Debt Ratio test and/or Consolidated Secured Leverage Ratio test) and/or the amount of Consolidated

EBITDA or Consolidated Net Income, such financial ratio, financial test or amount shall, subject to clause (e) below, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as

the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio, financial test or amount occurring after the time such action is taken, such change is made, such

transaction is consummated or such event occurs, as the case may be.

(e) Notwithstanding anything to the contrary in this Indenture, to

the extent that the terms of this Indenture require (i) compliance with any financial ratio or financial test (including any Consolidated Non-Guarantor Debt Ratio test or any Consolidated Secured Leverage

Ratio test) and/or any cap expressed as a percentage of LTM EBITDA, (ii) the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition, the determination of

whether the relevant condition is satisfied may be made, at the election of the Parent, in the case of any acquisition or investment or any disposition, or any incurrence of Indebtedness or other transaction relating thereto, at the time of (or on

the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition, investment or disposition (or, solely in connection with an

acquisition, consolidation or business combination to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer is made) or the establishment of

a commitment with respect to such Indebtedness or (y) the consummation of such acquisition or investment, after giving effect on a Pro Forma Basis to the relevant acquisition or investment (including the intended use of proceeds (but without

netting such proceeds) of any Indebtedness to be incurred in connection therewith), no Default or Event of Default shall be deemed to have occurred solely as a result of an adverse change in such ratio, test or condition occurring after the time

such election is made (but any subsequent improvement in the applicable ratio, test or amount may be utilized by the Parent or any Subsidiary). If the Parent shall have elected to test the permissibility of any transaction as provided above prior to

the consummation of such transaction, then prior to the completion of such transaction (or the abandonment of such transaction), all future incurrence tests shall be made on a Pro Forma Basis for such transaction and all related transactions. For

the avoidance of doubt, if the Parent shall have elected the option set forth in clause (x) of this clause (e) in respect of any transaction, then the Parent or its applicable Subsidiary shall be permitted to consummate such transaction

even if any applicable test or condition shall cease to be satisfied subsequent to the Parent’s election of such option.

(f)

Notwithstanding anything to the contrary in this Indenture, unless the Parent otherwise notifies the Trustee, with respect to any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Indenture that does not

require compliance with a financial ratio or financial test (including any Consolidated Non-Guarantor Debt Ratio test and/or any Consolidated Secured Leverage Ratio test) (any such amount, including any

concurrent drawing under a revolving credit facility, and any cap expressed as a percentage of LTM EBITDA, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction

entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or financial test (including any Consolidated Non-Guarantor Debt Ratio test and/or any

Consolidated Secured Leverage Ratio test) (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that (i) the incurrence of the

-20-

Incurrence-Based Amount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount (but without netting such

proceeds) and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. Unless it elects otherwise, the Parent shall be deemed to have used amounts under an Incurrence-Based Amount then available to

the Parent prior to utilization of any amount under a Fixed Amount then available to the Parent. In calculating any Incurrence-Based Amount, any amounts concurrently incurred under a revolving credit facility shall not be given effect.

(g) For purposes of determining compliance with Section 4.07 or Section 4.10, if any Indebtedness or Lien is incurred in reliance on

a basket measured by reference to a percentage of LTM EBITDA or ratio based on LTM EBITDA and any refinancing or replacement thereof would cause the percentage of LTM EBITDA or ratio based on LTM EBITDA to be exceeded if calculated based on the LTM

EBITDA on the date of such refinancing or replacement, such percentage of LTM EBITDA or ratio based on LTM EBITDA will be deemed not to be exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed an

amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender, prepayment or repayment premiums) thereon

plus underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such refinancing or replacement and (y) additional amounts

permitted to be incurred under Section 4.07 (subject to utilization of such amounts) and, if applicable, secured under Section 4.10.

(h) Any ratios required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing

the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a

rounding-up if there is no nearest number).

ARTICLE 2

THE NOTES

SECTION 2.01.

Form and Dating.

(a) General. The Trustee shall initially authenticate the 2031 Notes for

original issue on the Issue Date in an aggregate principal amount of $800,000,000 and the 2034 Notes for original issue on the Issue Date in an aggregate principal amount of $800,000,000, upon a written order of the Issuers (other than as provided

in Section 2.07 hereof). The 2031 Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The 2034 Notes and the Trustee’s certificate of authentication shall be

substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication and shall bear interest from the date

of original issuance thereof or from the most recent date to which interest has been paid or duly provided for. The Notes shall be issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of

$2,000.

(b) Global Notes.

Notes issued in global form shall be substantially in the form of Exhibit A hereto in the case of the 2031 Notes and Exhibit B hereto in the case of the 2034 Notes (in each case, including the Global Note Legend thereon

and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A or Exhibit B hereto, as applicable (but, in each case,

without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes of the applicable series as shall be

specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes of such series from time to time endorsed thereon and

that the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of

any increase or decrease in the aggregate principal amount of outstanding Notes of the applicable series represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with instructions given by

the Holder thereof as required by Section 2.06 hereof.

-21-

be issued initially in the applicable form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary, duly executed by the

Issuers and authenticated by the Trustee as hereinafter provided.

The aggregate principal amount of a Regulation S Global Note may from

time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

SECTION 2.02. Execution and Authentication.

(a) One Officer shall sign the Notes for each Issuer by manual, facsimile or electronic signature.

(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be

valid.

(c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive

evidence that the Note has been authenticated under this Indenture.

(d) The Trustee shall, upon a written order of the Issuers signed by

one Officer (an “Authentication Order”), authenticate the Notes for original issue. Such Authentication Order shall specify the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated

and identify whether the Notes are Initial Notes or Additional Notes.

(e) The Trustee may appoint an authenticating agent (an

“Authenticating Agent”) acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do

so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers or any of their respective

Subsidiaries.

SECTION 2.03. Registrar and Paying Agent.

(a) The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange

(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of

their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any

co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the

Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Parent or any of its Subsidiaries

(including an Issuer) may act as Paying Agent or Registrar.

(b) The Issuers initially appoint The Depository Trust Company

(“DTC”) to act as Depositary with respect to the Global Notes.

act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby initially agrees so to act. The Registrar and Paying Agent have engaged, currently are engaged, and may in the future engage in

financial or other transactions with the Issuers and the Guarantors and their and the Issuers’ affiliates in the ordinary course of their respective businesses.

-22-

SECTION 2.04. Paying Agent to Hold

Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in

writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default

by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the

Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust

fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists.

The Trustee shall preserve, or shall cause the Registrar to preserve, in as current a form as is reasonably practicable the most recent list

available to it of the names and addresses of all Holders. If the Paying Agent is not the same entity as the Registrar, the Issuers shall furnish or cause the Registrar to furnish, to the Paying Agent, at least seven Business Days before each

Interest Payment Date and at such other times as the Paying Agent may request in writing, a list in such form and as of such date or such shorter time as the Registrar may allow, as the Paying Agent may reasonably require of the names and addresses

of the Holders.

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred,

in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Certificated Note of the same series unless

(A) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor

Depositary is not appointed by the Issuers within 120 days or (B) upon the request of a Holder if there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding

events in (A) above, Certificated Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the

Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a

Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Certificated Notes issued

subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however,

beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or 2.06(c) hereof.

(b)

Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the

Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the

Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be

transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided that prior to the

expiration of the applicable Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A; provided

that such interest is then transferred to the Rule 144A Global Note. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global

Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

-23-

(ii) All Other Transfers

and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not

subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the

Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance

with the Applicable Procedures containing information regarding the Participant or Indirect Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary

in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Certificated Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the

Depositary to the Registrar containing information regarding the Person in whose name such Certificated Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Certificated

Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Global Note prior to (A) the expiration of the applicable Restricted Period therefor and (B) the receipt by the Registrar of any certificates required

pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the

Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii)

Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be

transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(1) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor

must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof; or

(2) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the

transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an

Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a

beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a

beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit D hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a

Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item

(4) thereof;

and, in each such case, if the Registrar or the Issuers so request or if the Applicable Procedures so require, an

Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private

Placement Legend are no longer required in order to maintain compliance with the Securities Act.

-24-

If any such transfer is effected pursuant to this Section 2.06(b)(iv) at a time when an

Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate

principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(iv).

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form

of, a beneficial interest in a Restricted Global Note.

Beneficial Interests for Certificated Notes.

(i) Beneficial

Interests in Restricted Global Notes to Restricted Certificated Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Certificated Note or to transfer such

beneficial interest to a Person who takes delivery thereof in the form of a Restricted Certificated Note, then, upon the occurrence of any of the events in subsection (A) or (B) of Section 2.06(a) hereof and receipt by the Registrar of the

following documentation:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange

such beneficial interest for a Restricted Certificated Note, a certificate from such holder substantially in the form of Exhibit D hereto, including the certifications in item (2)(a) thereof;

(2) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the

form of Exhibit C hereto, including the certifications in item (1) thereof;

(3) if such beneficial interest is

being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit C hereto, including the certifications in

item (2) thereof;

(4) if such beneficial interest is being transferred pursuant to an exemption from the registration

requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit C hereto, including the certifications in item (3)(a) thereof; or

(5) if such beneficial interest is being transferred to the Parent or any of its Subsidiaries, a certificate substantially in

the form of Exhibit D hereto, including the certifications in item (3)(b) thereof.

Upon satisfaction of the

conditions of this Section 2.06(c)(i), the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute, and upon receipt of

an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and mail to the Person designated in the instructions a Certificated Note in the applicable principal amount. Any Certificated Note issued in

exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall

instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)

shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial

Interests in Regulation S Global Note to Certificated Notes. Notwithstanding Sections 2.06(c)(i)(1) and (3) hereof, a beneficial

interest in the Regulation S Global Note may not be exchanged for a Certificated Note or transferred to a Person who takes delivery thereof in the form of a Certificated Note prior to

(A) the expiration of the applicable Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule

903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

-25-

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Certificated

Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Certificated Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an

Unrestricted Certificated Note only upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and if the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an

Unrestricted Certificated Note, a certificate from such holder substantially in the form of Exhibit D hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a

Person who shall take delivery thereof in the form of an Unrestricted Certificated Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in

order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted

Certificated Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the

form of a Certificated Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Registrar shall cause the

aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the

Trustee shall authenticate and mail to the Person designated in the instructions a Certificated Note in the applicable principal amount. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)

shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect

Participant. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Certificated Notes

for Beneficial Interests.

(i) Restricted Certificated Notes to Beneficial Interests in Restricted

Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the

form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(1) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted

Global Note, a certificate from such Holder substantially in the form of Exhibit D hereto, including the certifications in item (2)(b) thereof;

(2) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A, a certificate

substantially in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(3) if such

Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit C hereto,

including the certifications in item (2) thereof;

-26-

(4) if such Restricted Certificated Note is being transferred pursuant to an

exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit C hereto, including the certifications in item (3)(a) thereof; or

(5) if such Restricted Certificated Note is being transferred to the Parent or any of its Subsidiaries, a certificate

substantially in the form of Exhibit C hereto, including the certifications in item (3)(b) thereof.

Upon satisfaction of the

conditions of this Section 2.06(d)(i) the Registrar shall cancel the Restricted Certificated Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (1), (4), or (5) above, the applicable

Restricted Global Note, in the case of clause (2) above, the applicable 144A Global Note, and in the case of clause (3) above, the applicable Regulation S Global Note.

(ii) Restricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Certificated Note may

exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the

Registrar receives the following:

(1) if the Holder of such Certificated Notes proposes to exchange such Notes for a

beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit D hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the

form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.06(d)(ii), the Registrar

shall cancel the Restricted Certificated Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Certificated

Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon

receipt of a request for such an exchange or transfer, the Registrar shall cancel the applicable Unrestricted Certificated Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Certificated Note to a beneficial interest is effected pursuant to subparagraph (ii) or (iii)

above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted

Global Notes in an aggregate principal amount equal to the principal amount of Certificated Notes so transferred.

(e) Transfer and

Exchange of Certificated Notes for Certificated Notes. Upon request by a Holder of Certificated Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of

Certificated Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory

to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the

following provisions of this Section 2.06(e):

-27-

(i) Restricted Certificated Notes to Restricted Certificated Notes.

Any Restricted Certificated Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Certificated Note if the Registrar receives the following:

(1) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate

substantially in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(2) if the

transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof; or

(3) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then

the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Certificated Notes to Unrestricted Certificated Notes. Any Restricted Certificated Note may be exchanged

by the Holder thereof for an Unrestricted Certificated Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Certificated Note if the Registrar receives the following:

(1) if the Holder of such Restricted Certificated Notes proposes to exchange such Notes for an Unrestricted Certificated Note,

a certificate from such Holder substantially in the form of Exhibit D hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Certificated Notes proposes to transfer such Notes to a Person who shall take delivery

thereof in the form of an Unrestricted Certificated Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Issuers so request, an Opinion of Counsel in form reasonably acceptable to the Registrar and

the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with

the Securities Act.

(iii) Unrestricted Certificated Notes to Unrestricted Certificated Notes. A Holder of

Unrestricted Certificated Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted

Certificated Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved].

(g) Legends. The following legends shall appear on the face of all Global Notes and Certificated Notes issued under this Indenture

unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement

Legend.

(1) Except as permitted by subparagraph (2) below, each Global Note and each Certificated Note

(and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form (the “Private Placement Legend”):

-28-

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR

OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR

ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD

THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY

(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO

RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR

(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE

THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(2) Notwithstanding the foregoing, any Global Note or Certificated Note issued pursuant to subparagraph (b)(iv), (c)(iii),

(c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. In addition, the Issuers may remove the Private Placement

Legend from any Note if they determine that such legend is no longer required to comply with the securities laws of the United States.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with

appropriate changes in the last sentence if DTC is not the Depositary) (the “Global Note Legend”):

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY

FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE,

(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND

(IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A

WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A

-29-

SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,

NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) Regulation S

Global Note Legend. The Regulation S Global Note shall bear a legend in substantially the following form (the “Regulation S Global Note Legend”):

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT

OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been

exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Registrar in accordance with

Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or

for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to

reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased

accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such increase.

(i) Obligations with Respect to Transfers and

Exchanges of Notes.

(i) To permit registrations of transfers and exchanges, the

Issuers shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum

sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith.

(iii)

The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any

Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest),

and ending on such mailing date or Interest Payment Date, as the case may be.

-30-

(iv) Prior to the due presentation for registration of transfer of any Note,

the Issuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for

all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and

shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(j) No

Obligation of the Trustee, Registrar and Paying Agent.

(i) The Trustee, Registrar and Paying Agent shall have no responsibility or obligation to any beneficial owner of a Global

Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with

respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and

communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note).

The rights of beneficial owners in any Global Note in global form shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee, Registrar and Paying Agent may rely and shall be fully

protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(ii) The Trustee, Registrar and Paying Agent shall have no obligation or duty to monitor, determine or inquire as to compliance

with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including without limitation any transfers between or among Depositary participants, members or

beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine

the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07. Replacement

Notes.

If any mutilated Note is surrendered to the Registrar or the Issuers and the Registrar receives evidence to its

satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Registrar’s requirements are met. If required by the

Registrar or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Registrar and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them

may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

In case any such mutilated, destroyed,

lost or stolen Note had become or is about to become due and payable, the Issuers, in their discretion, may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in the preceding paragraph.

Every replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and

proportionately with all other Notes duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to

the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Note.

-31-

SECTION 2.08. Outstanding Notes.

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it

for cancellation, those reductions in the interest in a Global Note effected by the Registrar in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because

an Issuer or an Affiliate of an Issuer holds the Note; however, Notes held by the Parent or a Subsidiary shall not be deemed to be outstanding for purposes of Section 2.09 hereof.

(b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Registrar receives proof satisfactory to

it that the replaced Note is held by a bona fide purchaser.

Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Parent

or a Subsidiary thereof) segregates and holds in trust, in accordance with this Indenture, on a date of redemption (a “Redemption Date”) or maturity date, money sufficient to pay all principal, premium, if any, and interest

payable on that date with respect to the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement, waiver or

consent, Notes owned by the Parent or a Subsidiary of the Parent, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, amendment,

supplement, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. Temporary

Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of

an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably

acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11. Cancellation.

The Issuers at any time may deliver Notes to the Registrar for cancellation. The Trustee and Paying Agent shall forward to the Registrar any

Notes surrendered to them for registration of transfer, exchange or payment. The Registrar, upon direction by the Issuers and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation

and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers from

time to time upon written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Registrar for cancellation.

SECTION 2.12. Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the

extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date.

The Issuers shall notify the Trustee and Paying Agent in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time

-32-

the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be

paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee and Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the

Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days

prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of any such special record date. At least 15 days before any such special record date, the Issuers (or, upon the written request of the

Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that

states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions

of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue,

which were carried by such other Note.

SECTION 2.13. CUSIP or ISIN Numbers.

The Issuers in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee

and Registrar, as applicable, shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the

correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by

any defect in or omission of such numbers. The Issuers will promptly notify the Trustee and Registrar of any change in the “CUSIP” or “ISIN” numbers.

SECTION 2.14. Additional Notes.

The Issuers shall be entitled to issue Additional Notes of either series under this Indenture in an unlimited aggregate principal amount, each

of which shall have identical terms as the Initial Notes of such series, other than with respect to the date of issuance and issue price and first payment of interest (and, if such Additional Notes shall be issued in the form of Restricted Global

Notes or Restricted Certificated Notes, other than with respect to transfer restrictions with respect thereto). The Initial Notes of each series and any Additional Notes of such series shall be treated as a single class, in each case for all

purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase.

In addition to the

documents required by Section 2.02, with respect to any Additional Notes, each Issuer shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the

following information:

(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this

Indenture;

(b) the issue price, the issue date and the CUSIP number(s) of such Additional Notes; provided, however, that if

such Additional Notes are not fungible with the other Notes of the same series for U.S. federal income tax purposes, such Additional Notes shall not have the same “CUSIP” number or other applicable identification number as the other

Notes; and

SECTION 2.15. Persons Deemed Owners.

The Issuers, the Guarantors, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name any Note is

registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), and interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuers, any

Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary.

-33-

SECTION 2.16. Book-Entry Provisions for

Global Notes.

Members of, or Participants in, the Depositary shall have no rights under this Indenture with respect to

any Global Note held on their behalf by the Depositary, or its custodian, or under such Global Notes. The Depositary may be treated by the Issuers, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of

the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy

or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note. The Holder of a Global Note of

a series may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes of such series.

ARTICLE 3

REDEMPTION AND

PREPAYMENT

SECTION 3.01. Notices to Trustee.

If the Issuers elect to redeem any series of Notes pursuant to the optional redemption provisions of Section 3.07 or 3.07(a)(a) hereof and

paragraph 5 of such series of Notes, they shall furnish to the Trustee and the applicable Agent an Officer’s Certificate setting forth (i) the Redemption Date, (ii) the principal amount of the Notes to be redeemed, and (iii) the

redemption price. The Issuers shall furnish such Officer’s Certificate to the Trustee and the applicable Agent at least 10 days but not more than 60 days before a Redemption Date. Any such notice may be cancelled at any time prior to notice of

such redemption being mailed to any Holder and shall, therefore, be void and of no effect.

SECTION 3.02. Selection

of Notes to Be Redeemed.

If less than all of the Notes of a series are to be redeemed or

purchased at any time, the Registrar and Paying Agent shall select the Notes of such series to be redeemed or purchased, (i) if the Notes of such series are listed, in compliance with the requirements of the principal national securities

exchange on which the applicable Notes of such series are listed, or (ii) if the Notes of such series are not so listed, on a pro rata basis, by lot or by such method as the Registrar and Paying Agent in its sole discretion shall deem to be

fair and appropriate. In the event of partial redemption, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the Redemption Date by the Registrar and Paying Agent

from the outstanding Notes not previously called for redemption.

The Paying Agent and Registrar shall promptly notify the Issuers in

writing of the Notes of a series selected for redemption and, in the case of any Note of such series selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes of a series selected shall be in minimum

amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of such series held by a Holder are to be redeemed, the entire outstanding amount of Notes of such series held by such Holder, even if not a multiple

of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

At least 10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by first class mail, a

notice of redemption to each Holder whose Notes are to be redeemed at its registered address, with a copy to the Trustee.

-34-

The notice shall identify the Notes of a series to be redeemed (including the CUSIP or ISIN

number) and shall state:

(a) the Redemption Date;

(b) the redemption price;

(c)

any condition to such redemption;

(d) if any Note of such series is being redeemed in part, the portion of the principal amount of such

Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes of such series in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(e) the name and address of the Paying Agent;

(f) that Notes of such series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(g) that, unless the Issuers default in making such redemption payment and subject to satisfaction of any conditions specified therein,

interest on Notes of such series called for redemption ceases to accrue on and after the Redemption Date;

(h) the paragraph of the Notes

of such series and Section of this Indenture pursuant to which the Notes of such series called for redemption are being redeemed; and

(i)

that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes of such series.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense;

provided, however, that the Issuers give the Trustee at least 3 Business Days (or such shorter period as may be acceptable to the Trustee) prior notice of such request.

SECTION 3.04. Effect of Notice Upon Redemption.

Once a notice of redemption is mailed in accordance with Section 3.03 hereof with respect to a series of Notes, Notes of the applicable

series called for redemption become irrevocably due and payable on the Redemption Date at the redemption price stated in the notice except that any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction

of one or more conditions precedent. Subject to the foregoing, upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the Redemption Date (subject to the right of Holders

of record on the relevant Regular Record Date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price.

On or before 11:00 a.m. Eastern Time on any Redemption Date, the Issuers shall deposit with the Paying Agent money sufficient to pay the

redemption price of and accrued and unpaid interest on all Notes (or portions of Notes) to be redeemed on that date. Upon written instructions of the Issuers, the Paying Agent shall promptly return to the Issuers any money deposited with the Paying

Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

If the Issuers comply with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the

Notes or the portions of Notes called for redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid

interest shall be paid to the Person in whose name such Note

-35-

was registered at the close of business on such Regular Record Date. If any Note called for redemption shall

not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful

on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. Notes Redeemed in Part.

Upon surrender of a Note of a series that is redeemed in part, the Issuers shall issue and, upon the Issuers’ written request, the

Trustee shall authenticate for the Holder at the expense of the Issuers a new Note of such series equal in principal amount to the unredeemed portion of the Note of such series surrendered.

SECTION 3.07. Optional Redemption .

(a) At any time prior to April 15, 2028, the Issuers may, on one or more occasions, redeem up to 40% of the aggregate principal amount of 2031

Notes (including any Additional Notes in respect of such 2031 Notes) at a redemption price of 106.125% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders on

the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that:

(i) at least 60% of the aggregate principal amount of 2031 Notes (including any Additional Notes in respect of such 2031 Notes)

remains outstanding immediately after the occurrence of such redemption (excluding any 2031 Notes held by the Parent or any of its Subsidiaries); and

(ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(b) At any time prior to April 15, 2028, the Issuers may at their option redeem the 2031 Notes, in whole or in part, at a redemption price

equal to 100% of the principal amount of the 2031 Notes (including any Additional Notes in respect of such 2031 Notes) being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of

Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date).

April 15, 2028, the Issuers may at their option redeem the 2031 Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the redemption date (subject

to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

Year

Redemption Price

2028

103.063

2029

101.531

2030 and thereafter

100.000

(d) At any time prior to April 15, 2029, the Issuers may, on one or more occasions, redeem up to 40% of the

aggregate principal amount of 2034 Notes (including any Additional Notes in respect of such 2034 Notes) at a redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date

(subject to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), with the net cash proceeds of one or more Equity Offerings; provided that:

-36-

(i) at least 60% of the aggregate principal amount of 2034 Notes (including

any Additional Notes in respect of such 2034 Notes) remains outstanding immediately after the occurrence of such redemption (excluding any 2034 Notes held by the Parent or any of its Subsidiaries); and

(ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(e) At any time prior to April 15, 2029, the Issuers may at their option redeem the 2034 Notes, in whole or in part, at a redemption price

equal to 100% of the principal amount of the 2034 Notes (including any Additional Notes in respect of such 2034 Notes) being redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of

Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date).

(f) On or after

April 15, 2029, the Issuers may at their option redeem the 2034 Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and un-paid

interest to the redemption date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the corresponding Interest Payment Date), if redeemed during the twelve-month period beginning on April 15 of the

years indicated below:

Year

Redemption Price

2029

103.188

2030

101.594

2031 and thereafter

100.000

(g) In the event that Holders of not less than 90% of the principal amount of the outstanding Notes of a

series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers pursuant to this Section 4.11, purchase all of the Notes validly

tendered and not withdrawn by such Holders, the Issuers will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of

the Notes of such series that remain outstanding following such purchase at the purchase price specified in the Change of Control Offer plus, to the extent not included in the purchase price specified in the Change of Control Offer, accrued and

unpaid interest thereon, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date falling on or prior to the redemption date).

(h) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08. Tax Redemption.

(a) The Issuers may redeem each series of Notes as a whole but not in part, at their option at any time prior to maturity, upon the giving of a

notice of redemption to the Holders, if they determine that, as a result of:

(1) any change in or amendment to the laws,

or any regulations or rulings promulgated under the laws, of a Relevant Jurisdiction affecting taxation, or

(2) any change

in or amendment to an official position regarding the application or interpretation of the laws, regulations or rulings referred to above,

-37-

(b) which change or amendment is announced and becomes effective after the Issue Date (or,

if the Relevant Jurisdiction becomes a Relevant Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing, a “Change in Tax

Law”), any Issuer or any Guarantor is or will become obligated to pay Additional Amounts with respect to such series of Notes or the related Note Guarantees on the next succeeding interest payment date, pursuant to

Section 4.05 (but in the case of a Guarantor, only if the payments giving rise to such obligation cannot be made by the Issuers or another Guarantor without the obligation to pay Additional Amounts) and the payment of such Additional Amounts

cannot be avoided by the use of reasonable measures available to such Issuer or Guarantor. The redemption price will be equal to 100% of the principal amount of the Notes of the applicable series plus accrued and unpaid interest to but excluding the

date fixed for redemption (a “Tax Redemption Date”), and all Additional Amounts (if any) then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of

Holders of the Notes of such series on any record date occurring prior to the Tax Redemption Date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof). The date and the applicable

redemption price will be specified in the notice of tax redemption. Notice of such redemption will be irrevocable, and must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any

depositary in accordance with such depositary’s customary procedures, not less than 10 nor more than 60 days prior to the earliest date on which such Issuer or Guarantor would be obligated to pay such Additional Amounts if a payment in respect

of the Notes of the applicable series were actually due on such date. No such notice of redemption will be given unless, at the time such notification of redemption is given, such obligation to pay such Additional Amounts remains in effect.

(1) a certificate signed by a duly authorized officer stating that the Issuers are entitled to effect the redemption and

setting forth a statement of facts showing that the conditions precedent to the right of the Issuers to so redeem have occurred; and

(2) an opinion of independent tax counsel of recognized standing qualified under the laws of the Relevant Jurisdiction,

selected by the Issuers, to the effect that an Issuer or a Guarantor is or would be obligated to pay Additional Amounts as a result of a Change in Tax Law.

(d) The foregoing provisions shall apply mutatis mutandis to any successor to the Issuers.

SECTION 3.09. Special Mandatory Redemption.

(a) If a Special Mandatory Redemption Event occurs, then the Issuers will redeem the aggregate principal amount of the Notes of

each series outstanding on the Special Mandatory Redemption Date at the applicable Special Mandatory Redemption Price (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest

Payment Date).

(b) The Issuers will cause a notice of Special Mandatory Redemption to be mailed to the Trustee and mailed,

or delivered electronically if held by any Depositary, to the Holders at their registered addresses no later than the Business Day following the Special Mandatory Redemption Event, which shall provide for the redemption of the Notes on the Special

Mandatory Redemption Date following the date of the applicable Special Mandatory Redemption Event. Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price with respect to a series of Notes to be redeemed on the Special

Mandatory Redemption Date with the Trustee on or before such Special Mandatory Redemption Date, such series of Notes will cease to bear interest and all rights of Holders in respect of such series of Notes shall terminate (except the obligations of

the Issuers and/or the Guarantors described under Section 4.05). After payment of the Special Mandatory Redemption Price with respect to each series of Notes to the Holders and any fees and expenses of the Trustee and Escrow Agent, any excess

Escrow Property will be returned to the Issuers.

procedures set forth in Article 3 to the extent not inconsistent herewith.

-38-

SECTION 3.10. Mandatory Redemption.

Except as set forth in Sections 3.09 and 4.11 hereof, the Issuers shall not be required to make mandatory redemption or sinking fund payments

with respect to the Notes.

ARTICLE 4

COVENANTS

SECTION 4.01.

Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, and

interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary thereof, holds as of 11:00

a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and the Paying Agent is not prohibited from paying such

money to the Holders on that date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 4.02. Maintenance of Office or Agency.

(a) The Issuers shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee or

Registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written

notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuers hereby appoint the Trustee as their agent to receive all such presentations, surrenders, notices and demands;

provided that no office of the Trustee shall be an office or agency of the Issuers for purposes of service of legal process on the Issuers or any Guarantor.

(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for

any or all such purposes and may from time to time rescind such designations. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuers hereby designate the address of the Trustee set forth in Section 11.02 as one such office, drop facility or agency

of the Issuers in accordance with Section 4.02(a).

SECTION 4.03. Reports.

From and after the consummation of the Spin-Off, whether or not required by the rules and regulations

of the SEC, so long as any Notes are outstanding, the Issuers will provide the Trustee and Holders and prospective Holders within the time periods specified in the SEC’s rules and regulations for

non-accelerated filers, copies of:

(1) annual reports on Form 10-K, or any successor or comparable form, of the Parent containing the information required to be contained therein, or required in such successor or comparable form;

(2) quarterly reports on Form 10-Q of the Parent, containing the information required

to be contained therein, or any successor or comparable form; and

(3) from time to time after the occurrence of an event

required to be therein reported, such other reports on Form 8-K, or any successor or comparable form, of the Parent.

-39-

Notwithstanding whether the Parent is subject to the periodic reporting requirements of the

Exchange Act, the Parent will nevertheless continue filing the reports specified above unless the SEC will not accept such a filing. None of the Parent or the Issuers will take any action for the purpose of causing the SEC not to accept any such

filings. Notwithstanding the foregoing, to the extent the Parent files the information and reports referred to in the preceding paragraph with the SEC and such information is publicly available on the Internet, the Issuers shall be deemed to be in

compliance with their obligations to furnish such information to the Holders of the Notes. If, notwithstanding the foregoing, the SEC will not accept the Parent’s filings for any reason, the Issuers will post the reports referred to in the

preceding paragraph on the Parent’s website within the time periods that would apply if the Parent were required to file those reports with the SEC.

In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the request of such Holders, any

information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act by Persons who are not “affiliates” under the Securities Act.

In the event that any direct or indirect parent company of the Parent (of which the Parent is a Subsidiary) files reports with the SEC, the

Issuers may satisfy their obligations under this Section 4.03 by furnishing information (or filing it with the SEC) relating to such direct or indirect parent company; provided that if such direct or indirect parent company has more than

de minimis operations separate and apart from its ownership of the Parent, then such information related to such direct or indirect parent company shall be accompanied by consolidating information that explains in reasonable detail the differences

between the information of such direct or indirect parent company, on the one hand, and the information relating to the Parent and its Subsidiaries on a stand-alone basis, on the other hand.

The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee is

for informational purposes only and its receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers’

compliance with any of their covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or

otherwise, the Issuers’ compliance with their covenants under this Indenture or the Notes or with respect to any reports or other documents filed with any regulatory authority or posted on any website, or participate in any conference calls.

SECTION 4.04. Compliance Certificate.

(a) The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, beginning with the year ended

December 31, 2026, an Officer’s Certificate stating that a review of the activities of the Parent and its Subsidiaries (including the Issuers) during the preceding fiscal year has been made under the supervision of the signing Officer

with a view to determining whether the Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to the Officer signing such certificate, that to the best of his or her

knowledge the Issuers and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this

Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to

the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and

what action the Issuers are taking or propose to take with respect thereto. For the purposes of this Section 4.04(a), such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture.

(b) The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith and in any event within 30 days upon

any Officer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what

action the Issuers are taking or propose to take with respect thereto.

-40-

SECTION 4.05. Payment of Additional Amounts.

(a) Payments made by the Issuers, a Guarantor or a paying agent, as applicable, on a series of Notes or in respect of a related Note Guarantee

will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever

(“Taxes”), unless an Issuer, a Guarantor or a paying agent is required to withhold or deduct Taxes by law.

(b)

If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of Luxembourg, Jersey, any other jurisdiction (other than the United States or any state thereof or the District of Columbia, or any political subdivision

of any such state or the District of Columbia, or taxing authority or agency thereof or therein) in which an Issuer or any Guarantor is incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction

(other than the United States or any state thereof or the District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) from or through which such payment is made,

or in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Jurisdiction”) is at any time required by law to be made from any payment made with respect to a series of Notes

or a related Note Guarantee, the Issuers or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on such series of Notes or in respect of the applicable Note Guarantee as may be

necessary so that the net amount received by each Holder of such series of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld

or deducted; provided that no Additional Amounts will be payable with respect to Taxes:

(1) that would not have

been imposed but for the Holder or the beneficial owner of such Note (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate,

trust, partnership or corporation) being considered as having a present or former connection with a Relevant Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of such series of Notes, the

receipt of any payment under or with respect to such series of Notes or any Note Guarantee, or the exercise or enforcement of any rights under or with respect to such series of Notes, this Indenture or any Note Guarantee), including, without

limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or

being or having been engaged in a trade or business therein or having or having had a permanent establishment therein;

(2)

that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant

Jurisdiction of the Holder or beneficial owner, if such compliance is required by statute, by regulation of the Relevant Jurisdiction by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption

from such Tax;

(3) payable other than by withholding from payments of principal of or interest on such series of Notes or

from payments in respect of a Note Guarantee;

(4) that would not have been imposed but for a change in law, regulation or

administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(5) that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property or similar Taxes;

(6) required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment

can be made without such withholding by at least one other paying agent;

-41-

(7) that would not have been imposed but for the presentation by the Holder

of any Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to the

extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

(8) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision

that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is

substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or

(9) in the case of any combination of clauses (1), (2), (3), (4), (5), (6), (7) and (8) of this Section 4.05(b);

nor shall Additional Amounts be paid with respect to any payment of the principal of or interest, if any, on any Note or any payment in respect of a Note

Guarantee to any such Holder who is a fiduciary or a partnership or a beneficial owner that is not the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a

beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Note.

or the paying agent, as applicable, will (i) make any required withholding or deduction, and (ii) remit the full amount deducted or withheld by it to the Relevant Jurisdiction in accordance with applicable law.

(d) All references in this Indenture, other than under Sections 8.02, 8.03 and 8.06 of this Indenture, to the payment of the principal or

interest, if any, on or the net proceeds received on the sale or exchange of, any series of Notes or any payment made under a Note Guarantee shall be deemed to include Additional Amounts to the extent that, in that context, Additional Amounts are,

were or would be payable in respect of such series of Notes.

(e) In addition, the Issuers shall pay any present or future stamp, issue,

registration, court, documentary, excise, property, or similar Taxes (i) imposed by any Relevant Jurisdiction in respect of the execution, issuance, delivery, or registration of the Notes, any Note Guarantee, this Indenture, or any other

document or instrument referred to therein, or the receipt of any payments with respect to the Notes, or (ii) imposed by any jurisdiction in respect of the enforcement of the Notes, any Note Guarantee, this Indenture, or any other document or

instrument referred to therein.

(f) The Issuers’ and a Guarantor’s obligations to pay Additional Amounts if and when due will

survive the termination of this Indenture and the payment of all other amounts in respect of the Notes and shall apply mutatis mutandis to any successor of an Issuer or any Guarantor, and to any jurisdiction (other than the United States or any

state thereof or the District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) in which such successor is incorporated, organized, engaged in business or

otherwise resident for tax purposes, and any political subdivision or governmental authority thereof or therein.

SECTION 4.06.

Activities Prior to Release Date.

Prior to the Release Date, the

Parent’s and the Parent’s Subsidiaries’ (including the Issuers’) primary activities will be restricted to (a) issuing the Notes and the Guarantees, as applicable, (b) issuing Capital Stock to, and receiving capital

contributions from (and assuming certain liabilities of), Aptiv and its Subsidiaries, (c) performing their obligations, as applicable, under the Notes, the Note Guarantees, this Indenture and the Escrow Agreement, (d) consummating the Spin-Off or redeeming the Notes pursuant to Section 3.09, as applicable, (e) borrowing loans and performing their obligations, if any, under the Credit Agreement, (f) conducting such other activities

as are necessary or appropriate to maintain their existence and carry out the activities described in clauses (a) through (e) and (g) such other activities as are necessary or appropriate to facilitate the

Spin-Off (including conducting the operations, business and activities of the EDS Business).

-42-

SECTION 4.07. Incurrence of

Non-Guarantor Indebtedness and Issuance of Non-Guarantor Preferred Stock.

(a) From and after the consummation of the Spin-Off, the Parent shall not permit any of its

Subsidiaries that is not an Issuer or a Guarantor (each, a “Non-Guarantor Subsidiary” and collectively, the “Non- Guarantor

Subsidiaries”) to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively “incur”) any Non-Guarantor Indebtedness (including Acquired Debt) and shall not permit any of its Non-Guarantor Subsidiaries to issue any shares of Preferred Stock (“Non-Guarantor Preferred Stock”); provided, however, that any Non-Guarantor Subsidiary may incur

Non-Guarantor Indebtedness (including Acquired Debt) and issue Non-Guarantor Preferred Stock if, on a Pro Forma Basis, the Consolidated

Non-Guarantor Debt Ratio would be no greater than 2.50 to 1.00.

(b) The restrictions in

Section 4.07(a) shall not apply to the following items:

(1) any Indebtedness or

Non-Guarantor Preferred Stock of any Subsidiaries in existence on the Release Date;

(2) Indebtedness owing to the Parent or any of its Subsidiaries and Non-Guarantor

Preferred Stock issued to the Parent or any of its Subsidiaries;

(3) Guarantees of Indebtedness of any other Non-Guarantor Subsidiary;

(4) Indebtedness in respect of workers compensation claims,

health, disability or other employee benefits or property, casualty or liability insurance or self-insurance in the ordinary course of business;

(5) Indebtedness under Swap Agreements entered into in the ordinary course of business and not for speculative purposes;

(6) Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion

guarantees and similar obligations issued or incurred in the ordinary course of business;

(7) Indebtedness in respect of

judgments, decrees, attachments or awards;

(8) Indebtedness consisting of bona fide purchase price adjustments, earn-outs,

indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions, asset sales, investments and dispositions;

(9) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections,

cash management services and similar arrangements, in each case, in the ordinary course of business;

(10) Indebtedness

consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply

arrangements, in each case, in the ordinary course of business;

(11) Indebtedness supported by a letter of credit issued

in compliance with this Section 4.07, in a principal amount not to exceed the face amount of such letter of credit;

(12) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent

interest in respect of Indebtedness permitted by this Section 4.07;

-43-

(13) Indebtedness under Permitted Receivables Facilities; provided

that the aggregate principal amount of such Indebtedness, when taken together with (but not in duplication of) any Liens on Receivables and Permitted Receivables Facility Assets securing Indebtedness arising under Permitted Receivables

Facilities incurred or permitted to exist pursuant to Section 4.10(a)(6), shall not exceed the greater of (x) $300,000,000 and (y) 35% of LTM EBITDA (measured at the time of incurrence of any such Indebtedness);

(14) Indebtedness incurred in the ordinary course of business to finance working capital and other cash management needs of

such Subsidiaries;

(15) other Indebtedness in an aggregate principal amount outstanding at any time not to exceed the

greater of (x) $390,000,000 and (y) 45% of LTM EBITDA (measured at the time of incurrence of any such Indebtedness);

(16)

Indebtedness of Non-Guarantor Subsidiaries organized in China in an aggregate principal amount outstanding at any time not to exceed the greater of (x) $500,000,000 and (y) 60% of LTM EBITDA (measured at the

time of incurrence of any such Indebtedness);

(17) Indebtedness of Non-Guarantor

Subsidiaries organized in India in an aggregate principal amount outstanding at any time not to exceed the greater of (x) $50,000,000 and (y) 6% of LTM EBITDA (measured at the time of incurrence of any such Indebtedness);

(18) (A) Indebtedness assumed in connection with an acquisition, including Indebtedness of a Person that is acquired by, or

merged with or into, the Parent or one of its Subsidiaries (so long as such Indebtedness exists at the time of such acquisition or merger and was not created or incurred in anticipation thereof); and (B) Indebtedness incurred to finance the

acquisition, construction, repair, replacement or improvement of any fixed or capital assets and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof;

provided that (i) the aggregate principal amount of outstanding Indebtedness permitted by this clause (18)(B) shall not exceed the greater of (x) $260,000,000 and (y) 30% of LTM EBITDA (measured at the time of incurrence of any such

Indebtedness) at any time outstanding, (ii) such Indebtedness (other than any Refinancing Indebtedness in respect thereof) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such

construction, repair or replacement or improvement and (iii) such Indebtedness does not exceed the cost of acquiring, constructing, repairing, replacing or improving such fixed or capital assets;

(19) Indebtedness in respect of letters of credit denominated in foreign currencies in an aggregate face amount outstanding at

any time not to exceed the greater of (x) $85,000,000 and (y) 10% of LTM EBITDA;

(20) Indebtedness of any Joint Venture or

Indebtedness of any Non-Guarantor Subsidiary incurred on behalf of any Joint Venture, or any Guarantees by any Non-Guarantor Subsidiary of Indebtedness of any Joint

Venture, in an aggregate outstanding principal amount for all such Indebtedness not to exceed at any time the greater of (x) $260,000,000 and (y) 30% of LTM EBITDA;

(21) (i) Guarantees by any Non-Guarantor Subsidiary of the obligations of suppliers,

customers, franchisees, licensees, sublicensees and cross-licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of any

Non-Guarantor Subsidiary to pay the deferred purchase price of property or services or progress payments in connection with such property and services and (iii) Indebtedness in respect of letters of

credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(22) Indebtedness of any Non-Guarantor Subsidiary consisting of obligations owing under

incentive, supply, license, sublicense or similar agreements entered into in the ordinary course of business;

-44-

(23) Indebtedness of any

Non-Guarantor Subsidiary consisting of obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(24) endorsement of instruments or other payment items for collection or deposit in the ordinary course of business;

(25) Indebtedness of any Non-Guarantor Subsidiary in an aggregate outstanding principal

amount not to exceed 100% of the amount of any capital contributions or other proceeds received by the Parent in cash or Cash Equivalents (i) from the issuance or sale of Qualified Capital Stock of the Parent or (ii) in the form of any cash

contribution to the common equity of the Parent, in each case after the effective date of the Spin-Off, and in each case other than any proceeds received from the sale of Capital Stock to, or contributions

from, the Parent or any of its Subsidiaries;

(26) Indebtedness of any

Non-Guarantor Subsidiary representing deferred compensation to any future, current or former director, officer, member of management, manager, employee, independent contractor or consultant (or any Affiliate

or transferee of any of the foregoing) of the Parent or any Subsidiary in the ordinary course of business;

(27) unfunded

pension fund and other employee benefit plan obligations and liabilities incurred by any Non-Guarantor Subsidiary in the ordinary course of business;

(28) customer deposits and advance payments received in the ordinary course of business from customers for goods and services

purchased in the ordinary course of business;

(29) (i) Indebtedness in connection with bankers’ acceptances,

discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s-length

commercial terms and (ii) the incurrence of Indebtedness attributable to the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger,

consolidation or amalgamation or otherwise); and

(30) any Refinancing Indebtedness in respect of Indebtedness incurred

under Section 4.07(a) or clause (1), (15), (18), (20), (25) or (30) of this Section 4.07(b); provided that in the case of any Refinancing of Indebtedness initially incurred pursuant to clause (15), (18)(B), (20) or (25) of

this Section 4.07(b), the principal amount of such Refinancing Indebtedness (exclusive of principal in respect of amounts referred to in clause (ii) of the definition of Refinancing Indebtedness) shall be deemed to be incurred under such

clause for purposes of calculating future incurrences under such clause.

restriction on (i) the incurrence of Indebtedness or (ii) the incurrence or existence of any Lien pursuant to Section 4.10, in each case, where the Indebtedness incurred is denominated in a currency other than U.S. dollars, the amount

of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a currency other than U.S. dollars is subject

to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The

principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness being refinanced, except to the extent that (1) such

U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the refinancing Indebtedness

exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred. The maximum amount of Indebtedness that may be

incurred pursuant to this Section 4.07 or Liens that may be incurred or exist pursuant to Section 4.10 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness or Liens thereon, solely as a result of fluctuations in

the exchange rate of currencies.

-45-

(d) For purposes of determining compliance with this Section 4.07, (A) an item of Non-Guarantor Indebtedness need not be permitted solely by reference to one category of permitted Non-Guarantor Indebtedness described in this Section 4.07 but may be

permitted in part under any combination thereof and (B) in the event that an item of Non-Guarantor Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Non-Guarantor Indebtedness described in this covenant, the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such

Non-Guarantor Indebtedness (or any portion thereof) in any manner that complies with this Section 4.07 and will only be required to include the amount and type of such item of Indebtedness in one of the

clauses of this Section 4.07 and such item of Non-Guarantor Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses.

SECTION 4.08. Limitation on Sale and Leaseback Transactions.

(a) From and after the consummation of the Spin-Off, the Parent and the Issuers will not, and will not

permit any other Guarantor to, enter into any Sale and Leaseback Transaction with respect to any property unless:

(1) the

Sale and Leaseback Transaction is solely with the Parent or a Subsidiary of the Parent;

(2) the lease is for a period not

in excess of 24 months, including renewals;

(3) the Issuer or the Guarantor would (at the time of entering into such

arrangement) be entitled as described in clauses (1) through (30) of Section 4.10(a) without equally and ratably securing the Notes then outstanding under this Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by

a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; or

(4)

the Issuer or the Guarantor, within 360 days after the sale of such property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such property to (i) the permanent

retirement of Notes, or other Indebtedness of any Issuer or Guarantor ranking pari passu in right of payment with the Notes or any Indebtedness of any Non-Guarantor Subsidiary or (ii) the purchase of

property used or useful in the business of the Parent and its Subsidiaries.

SECTION 4.09. [Reserved].

SECTION 4.10. Liens.

(a) From and after the consummation of the Spin-Off, the Parent and the Issuers will not, and will not

permit any other Guarantor to, directly or indirectly, incur any Lien (the “Initial Lien”) of any nature whatsoever on any of its property or assets (including Capital Stock of a Subsidiary),

whether owned at the Issue Date or thereafter acquired, which Initial Lien secures any Indebtedness, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such

obligations are so secured, other than the following (“Permitted Liens”):

(1) Liens securing

Indebtedness under the Credit Agreement and other Credit Facilities in an aggregate principal amount not to exceed $1,350,000,000 plus an additional amount equal to the greater of (x) $650,000,000 and (y) 75% of LTM EBITDA (measured at the time of

incurrence of any such Indebtedness);

(2) any Lien on any property of the Parent or any Subsidiary of the Parent (other

than with respect to any obligations under the Credit Agreement) existing on the Release Date and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other property of the

Parent or any Subsidiary of the Parent other than (A) improvements and after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, and (ii) such Lien shall

secure only those obligations which it secures on the Release Date and any Refinancing Indebtedness in respect thereof so long as such Liens are not extended to any other property of the Parent or any of its Subsidiaries (other than pursuant to

blanket lien or after acquired property clauses existing in the applicable agreements (including any obligation to have new guarantors provide Liens on the same assets owned by it));

-46-

(3) any Lien existing on any property prior to the acquisition thereof by

the Parent or any Subsidiary of the Parent or existing on any property of any Person that becomes a Subsidiary of the Parent after the Release Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not

created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property of the Parent or its Subsidiaries (other than the proceeds or

products thereof and other than improvements and after-acquired property that is affixed or incorporated into the property covered by such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such

acquisition or the date such Person becomes a Subsidiary, as the case may be, and any Refinancing Indebtedness in respect thereof so long as such Liens are not extended to any other property of the Parent or any of its Subsidiaries (other than

pursuant to blanket lien or after acquired property clauses existing in the applicable agreements (including any obligation to have new guarantors provide liens on the same assets owned by it));

(4) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Parent or any of its

Subsidiaries; provided that (i) such security interests secure Indebtedness in an aggregate principal amount not to exceed the greater of (x) $260,000,000 and (y) 30% of LTM EBITDA (measured at the time of incurrence of any such

Indebtedness) at any time outstanding, (ii) such security interests and the Indebtedness secured thereby (other than any Refinancing Indebtedness in respect thereof so long as such Liens are not extended to any other property of the Parent or

any of its Subsidiaries (other than pursuant to blanket lien or after acquired property clauses existing in the applicable agreements (including any obligation to have new guarantors provide liens on the same assets owned by it)) are incurred prior

to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing,

repairing, replacing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property of the Parent or any of its Subsidiaries except for accessions to such property, property financed by such

Indebtedness and the proceeds and products thereof; provided further that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender;

(5) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and in favor of depository

and securities intermediaries to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and

fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing);

(6) Liens on Receivables and other Permitted Receivables Facility Assets securing Indebtedness arising under Permitted

Receivables Facilities; provided that the aggregate principal amount of such Indebtedness secured by such Liens, when taken together with (but not in duplication of) any Indebtedness under Permitted Receivables Facilities pursuant to

Section 4.07(b)(13), shall not exceed the greater of (x) $300,000,000 and (y) 35% of LTM EBITDA (measured at the time of incurrence of any such Indebtedness);

(7) Liens (i) on “earnest money” or similar deposits or other cash advances in connection with acquisitions or

(ii) consisting of an agreement to sell or otherwise dispose of any property in a transaction not otherwise prohibited under this Indenture;

(8) Liens (i) of a collection bank arising under Section 4-210 of the Uniform

Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial

deposits and margin deposits;

-47-

(9) (i) Liens arising out of conditional sale, title retention, consignment

or similar arrangements for sale of goods entered into by the Parent or any of its Subsidiaries in the ordinary course of business and (ii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of

customs duties in connection with the importation of goods in the ordinary course of business;

(10) Liens deemed to exist

in connection with investments in repurchase agreements;

(11) ground leases in respect of real property on which

facilities owned or leased by the Parent or any of its Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Parent or any of its Subsidiaries;

(12) any restriction or encumbrance with respect to the pledge or transfer of the Equity Interests of a Person that is not a

Subsidiary of the Parent;

(13) Liens not otherwise constituting Permitted Liens, provided that a Lien shall be

permitted to be incurred pursuant to this clause (13) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause

(13) would not exceed the greater of (x) $345,000,000 and (y) 40% of LTM EBITDA (measured at the time of incurrence of any such Liens);

(14) Liens securing Indebtedness or other obligations of the Parent or one of its Subsidiaries owing to the Parent or one of

its Subsidiaries;

(15) Liens securing Indebtedness or other obligations of the Parent or one of its Subsidiaries in an

aggregate principal amount such that, on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom but excluding the cash proceeds thereof), the Consolidated Secured Leverage Ratio would be less than or equal to 3.00 to

1.00;

(16) Liens securing Indebtedness under Swap Agreements entered into in the ordinary course of business and not for

speculative purposes;

(17) Liens on the Equity Interests of a Non-Guarantor

Subsidiary to secure Indebtedness of such Non-Guarantor Subsidiary (or any Permitted Guarantee of such Indebtedness by the holder of such Equity Interests) that is otherwise permitted by this Indenture;

(18) rights of setoff relating to purchase orders and other agreements entered into with customers of the Parent or one of its

Subsidiaries in the ordinary course of business;

(19) Liens arising from UCC financing statement filings regarding leases

and consignments entered into by the Parent and its Subsidiaries in the ordinary course of business;

(20) (i) Liens on

assets securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation (including appeal bonds) being contested in good faith and (ii) any cash deposits securing any settlement of

litigation;

(21) (i) leases, licenses, subleases, sub-licenses or cross-licenses

granted to others, (ii) assignments of IP Rights granted to a customer of the Parent or any Subsidiary in the ordinary course of business which do not secure any Indebtedness or (iii) the rights reserved or vested in any Person (including

any governmental authority) by the terms of any lease, sub-lease, license, sub-license, franchise, grant or permit held by the Parent or any Subsidiaries or by a

statutory provision, to terminate any such lease, sub-lease, license, sub-license, franchise, grant or permit, or to require annual or periodic payments as a condition

to the continuance thereof;

(22) Liens securing obligations in respect of letters of credit, bank guaranties, surety

bonds, performance bonds or similar instruments permitted under clause (6), (8), (11), (19) or (21) of Section 4.07;

-48-

(23) Liens on insurance policies and the proceeds thereof securing the

financing of the premiums with respect thereto;

(24) Liens on specific items of inventory or other goods and the proceeds

thereof securing the relevant Person’s obligations in respect of commercial letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or

goods;

(25) (i) Liens on Capital Stock of Joint Ventures or Non-Guarantor

Subsidiaries securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-wholly-owned Subsidiaries;

(26) (i) Liens on cash or Cash Equivalents arising in

connection with the defeasance, discharge or redemption of Indebtedness and (ii) Liens on proceeds of any Indebtedness, and any related deposit of cash or Cash Equivalents to cover interest, premium and fees with respect to such Indebtedness,

to the extent and only for so long as such proceeds and related deposit are subject to an escrow or similar arrangement to secure such Indebtedness;

(27) undetermined or inchoate Liens, rights of distress and charges incidental to current operations that have not at such time

been filed or exercised, or which relate to obligations not due or payable or, if due, the validity of such Liens are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained

on the books of such Person in accordance with GAAP;

(28) security given to a public or private utility or any

governmental authority as required in the ordinary course of business;

(29) Liens granted pursuant to a security agreement

between the Parent or any Subsidiary and a licensee of IP Rights to secure the damages, if any, incurred by such licensee resulting from the rejection of the license of such licensee in a bankruptcy, reorganization or similar proceeding with respect

to the Parent or such Subsidiary;

(30) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in

part, of any Indebtedness secured by any Lien referred to in clauses (1), (2), (3), (4), (13) and (15) of this Section 4.10(a); provided that (a) such new Lien shall be limited to all or part of the same property that secured

the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof) and (b) in the case of any Refinancing of Indebtedness secured by Liens referred to in clauses (1), (4) or (13) of this

Section 4.10(a), the principal amount of such Refinancing Indebtedness (exclusive of principal in respect of amounts referred to in clause (ii) of the definition thereof) shall be deemed to be incurred under such clause for purposes of

calculating future incurrences under such clause; and

(31) Liens arising from a Sale and Leaseback Transaction permitted

pursuant to Section 4.08 (other than Section 4.08(a)(3)).

(b) Any Lien created for the benefit of the Holders of the Notes

pursuant to Section 4.10(a) above shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

(c) For purposes of determining compliance with this Section 4.10, (A) a Lien securing an item of Indebtedness need not be permitted

solely by reference to one category of permitted Liens described in Section 4.10(a) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets

the criteria of one or more of the categories of permitted Liens described in Section 4.10(a), the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of

Indebtedness (or any portion thereof) in any manner that complies

-49-

with this Section 4.10 and will only be required to include the amount and type of such Lien or such

item of Indebtedness secured by such Lien in one of the clauses of Section 4.10(a) and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses; provided that all

Liens securing Indebtedness outstanding under the Credit Agreement on the Release Date (after giving effect to the Transactions) will be treated as incurred on the Release Date under clause (1) of Section 4.10(a) and the Issuers shall not

be permitted to reclassify all or any portion of the Liens securing such Indebtedness outstanding on the Release Date.

SECTION 4.11.

Offer to Repurchase Upon Change of Control Triggering Event.

(a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, each Holder shall have the right to require

the Issuers to purchase all or any part of such Holder’s Notes of such series (provided that no Notes of $2,000 or less can be redeemed in part) at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and

unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event

with respect to a series of Notes, the Issuers shall (unless prior to such date such Change of Control Triggering Event ceases to exist) deliver by mail or electronic means, pursuant to the procedures as required by this Indenture, a notice to each

Holder of Notes of such series with a copy to the Trustee (the “Change of Control Offer”), stating: (i) that a Change of Control Triggering Event with respect to

such series of Notes has occurred and that such Holder has the right to require the Issuers to purchase all or a portion of such Holder’s Notes of such Series at a purchase price in cash equal to 101% of the principal amount thereof, plus

accrued and unpaid interest to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment

Date), (ii) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event, (iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is

delivered) (the “Change of Control Payment Date”) and (iv) the instructions determined by the Issuers, consistent with this Section 4.11, that a Holder must follow in order to have its Notes of such series

purchased. Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the

Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment all Notes of a series or

portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes of such series or portions thereof so tendered and

(3) deliver or cause to be delivered to the applicable Trustee or Registrar the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.

The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new

Note of such series equal in principal amount to any unpurchased portion of the Notes of such series surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in

excess thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities

laws or regulations in connection with the purchase of Notes pursuant to this Section 4.11. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.11, the Issuers will comply with

the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.11 by virtue thereof.

(d) Notwithstanding anything to the contrary in this Section 4.11, the Issuers shall not be required to make a Change of Control Offer for

a series of Notes upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.11 and purchases all Notes

validly tendered and not withdrawn under such Change of

-50-

Control Offer. In addition, the Issuers will not be required to make a Change of Control Offer with respect

to a series of Notes upon a Change of Control Triggering Event if the Notes of such series have been or are called for redemption by the Issuers prior to the Issuers being required to deliver notice of the Change of Control Offer, and thereafter

redeem all Notes of such series called for redemption in accordance with the terms set forth in such redemption notice. Notwithstanding anything to the contrary contained herein, a revocable Change of Control Offer may be made in advance of a Change

of Control Triggering Event, conditioned upon the consummation of the relevant Change of Control, if a definitive agreement is in place for such Change of Control at the time the Change of Control Offer is made.

SECTION 4.12. Corporate Existence

Except as otherwise permitted by Article 5 hereof, the Parent and each Issuer will do or cause to be done all things necessary to preserve and

keep in full force and effect its corporate existence.

SECTION 4.13. Additional Guarantors.

From and after the consummation of the Spin-Off, the Parent will cause each Subsidiary of the Parent

that is a borrower or guarantor under the Credit Agreement to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto (as modified to reflect the Agreed Guarantee Principles), pursuant to which such

Subsidiary will provide a Note Guarantee.

SECTION 4.14. U.S. Federal Income Tax

Treatment.

On the Issue Date, all or a portion of the proceeds of the offering of the Notes of each series will be borrowed by

Cyprium Luxembourg and the remaining portion of the proceeds of the offering of the Notes of such series, if any, will be borrowed by Cyprium Corp. The portion of the proceeds of Notes of each series that will be borrowed by Cyprium Luxembourg and

the portion of the proceeds of Notes of each series that will be borrowed by Cyprium Corp., in each case, on the Issue Date, and after any subsequent change to such allocation (as set forth below), will be made available to a Holder or beneficial

owner upon request by contacting Versigent Investor Relations (which can be reached through the Parent’s website or at investorrelations@versigent.com). Although the Notes of each series are co-issued by

the Issuers and, therefore, each of the Issuers is liable for repayment of the Notes of each series and all interest and Additional Amounts thereon in their entirety, the Issuers intend to treat, for U.S. federal income tax purposes, Cyprium

Luxembourg and Cyprium Corp., respectively, as the issuer of only the portion of the Notes of each series borrowed by such Issuer. In addition, the interest and principal due on the portion of the Notes of each series borrowed by each Issuer will be

paid, on a pro rata basis, by (or on behalf of) the applicable Issuer. Notwithstanding the foregoing or anything to the contrary in this Indenture, (x) each Holder and beneficial owner acknowledges that Cyprium Luxembourg and Cyprium Corp. have

the right to change the foregoing allocations between Cyprium Luxembourg and Cyprium Corp. for any reason (including, but not limited, as a result of a redemption of any Notes of a series or the issuance of Additional Notes with respect to such

series, in each case, in a different allocation than the initial allocation with respect to the outstanding Notes of such series), (y) the Issuers are entitled (i) not to treat any Additional Notes of a series that have a different allocation

than the initial allocation with respect to the outstanding Notes of such series as non-fungible for U.S. federal income tax purposes solely as a result of such different allocation, and (ii) to treat the

issuance of Additional Notes of a series as resulting in a change in the allocation of the outstanding Notes of such series so as to have the same allocation across the Additional Notes of such series and the outstanding Notes of such series, and

(z) each Holder and beneficial owner agrees and acknowledges that any applicable withholding agent may withhold U.S. federal withholding tax (including any withholding imposed under FATCA) from any interest payment made on any Note of a series

to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, and pay such withheld amounts to the U.S. Internal Revenue Service, in each case in accordance with

applicable law, unless such person provides documentation to the applicable withholding agent such that an exemption from such U.S. federal withholding tax would apply to such payment (provided that the amount of any such withholding may be

determined (regardless of the actual allocation) as if interest on such Note were treated entirely as U.S.-source income for U.S. federal income tax purposes).

-51-

ARTICLE 5

SUCCESSORS

SECTION 5.01.

Merger, Consolidation, or Sale of Assets.

(a) The Parent will

not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Parent”) will be a corporation,

limited liability company, limited liability partnership, limited company, or other similar organization organized and existing under the laws of (x) the United States of America or any State thereof or the District of Columbia or (y) the

United Kingdom, Jersey or any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, The Cayman Islands or Singapore; provided that, the Successor Parent

(if not the Parent) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Parent under this Indenture and the Notes;

(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and

(3) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, upon which the

Trustee may conclusively rely, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

(b) The Parent and the Issuers will not permit any Guarantor that is a Subsidiary of the Parent (a “Subsidiary

Guarantor”) to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in one or a series of related transactions to, any Person, unless:

(1) (A) the resulting, surviving or transferee Person (the “Successor

Guarantor”) (if not the Subsidiary Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Note Guarantee;

(B) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and

Trustee may conclusively rely, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or

(2) such Subsidiary Guarantor will be released from its Note Guarantee in connection therewith as provided in this Indenture.

(c) Each Issuer will not, directly or indirectly, consolidate with or merge with or into any Person, unless (1)(A) such Issuer will be the

continuing company or (B) immediately following such transaction, at least one Subsidiary of the Parent (which may be the successor to such Issuer) is an Issuer and (2) the Issuers shall have delivered to the Trustee an Officer’s

Certificate and an Opinion of Counsel, each stating that such consolidation or merger complies with this Indenture.

(d) Notwithstanding

Section 5.01(a), Section 5.01(b) or Section 5.01(c):

(1) any Subsidiary of the Parent may consolidate with,

merge into or transfer all or part of its properties and assets to any Issuer or any Guarantor; and

(2) any Issuer and any

Guarantor may merge with an Affiliate organized solely for the purpose of reorganizing an Issuer or a Guarantor in another jurisdiction; provided that, in the case of a merger of the Parent, the Affiliate into which such Parent merges

shall be organized in a jurisdiction permitted by Section 5.01(a)(1).

-52-

SECTION 5.02. Successor Corporation Substituted.

Upon any consolidation, merger or any transfer of all or substantially all of the assets of the Parent in accordance with Section 5.01

hereof, in which the Parent is not the continuing Person, the successor Person formed by such consolidation or into which the Parent is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may

exercise every right and power of the Parent under this Indenture and the Notes with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor

(but not a lessor) shall be released from the provisions of this Indenture and the obligation to pay the principal of and interest on the Notes.

Upon any consolidation or merger of an Issuer in accordance with Section 5.01 hereof, in which such Issuer is not the continuing Person,

the successor Person formed by such consolidation or into which such Issuer is merged or consolidated shall (to the extent required by Section 5.01(c) above) succeed to, and be substituted for, and may exercise every right and power of such

Issuer under this Indenture and the Notes with the same effect as if such surviving entity had been named as such, and the predecessor of such Issuer will be released from the obligation to pay the principal of and interest on the Notes.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

Each of the following is an “Event of Default” with respect to the Notes:

(a) a default in any payment of interest on the Notes when due and payable continues for a period of

30 days;

(b) a default in the payment of

principal of any Note when due and payable at its Stated Maturity, upon optional redemption or required repurchase or redemption, upon declaration of acceleration or otherwise;

(d) the failure by an Issuer or any Guarantor to comply with any of its obligations under Section 4.07, 4.08, 4.10, 4.11 or 4.13 for 60

days, or the failure by an Issuer to comply with its obligations under Section 4.03 for 120 days, in each case after the Issuers receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the

Holders of at least 25% of the outstanding principal amount of the Notes of all affected series;

(e) the failure by an Issuer or any

Guarantor to comply with its other agreements contained in this Indenture for 90 days after the Issuers receive written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of

the outstanding principal amount of the Notes of all affected series;

(f) the failure by the Parent or any Subsidiary to pay the principal

amount of any Indebtedness (other than Indebtedness owing to the Parent or any of its Subsidiaries) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if

the total amount of such Indebtedness unpaid or accelerated exceeds the greater of (x) $150 million or its foreign currency equivalent and (y) 17% of LTM EBITDA or its foreign currency equivalent;

(g) [reserved];

-53-

(h) any Note Guarantee by the Parent or any Significant Subsidiary (or group of Subsidiaries

that together would constitute a Significant Subsidiary) ceases to be in full force and effect in all material respects (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms such Guarantor’s obligations under this

Indenture or any Note Guarantee and such Default continues for 10 days after receipt of the notice as specified in this Indenture;

(i) the

Parent, an Issuer or a Significant Subsidiary, within the meaning of Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property, or

(iv) makes a general assignment for the benefit of its creditors; or

(j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Parent, an Issuer or a Significant Subsidiary in an involuntary case;

(ii) appoints a custodian of the Parent, an Issuer or a Significant Subsidiary, or for all or substantially all of the property

of the Parent, an Issuer or a Significant Subsidiary; or

(iii) orders the liquidation of the Parent, an Issuer or a

Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 consecutive days.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or

is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (d), (e), (f) or (h) above will not constitute an Event of Default with respect to any Notes until the

Trustee notifies the Issuers or the Holders of at least 25% in principal amount of the outstanding Notes of all affected series notify the Issuers and the Trustee of the default and the Issuers or the Guarantors, as applicable, do not cure such

default within the time specified in clause (d), (e), (f) or (h) above after receipt of such notice.

SECTION 6.02.

Acceleration.

If an Event of Default (other than an Event of Default specified in clause (i) or (j) of Section 6.01

hereof with respect to the Parent or an Issuer) occurs and is continuing, the Trustee (at the direction of the Holders) or the Holders of at least 25% in principal amount of the then outstanding Notes of all affected series may declare the principal

of and accrued but unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Issuers and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of

acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If an Event of Default specified in clause (i) or (j) of Section 6.01 hereof with respect to the Parent or an

Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act

on the part of the Trustee or any Holder. Notwithstanding anything to the contrary set forth above, a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice

of Default.

-54-

In the event of a declaration of acceleration of the Notes solely because an Event of

Default described in Section 6.01(f) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default

pursuant to Section 6.01(f) shall be remedied or cured by the Parent or a Subsidiary of the Parent or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Indebtedness within 20 Business Days

after the declaration of acceleration with respect to the Notes and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the

payment of amounts due on the Notes.

At any time after a declaration of acceleration with respect to the Notes as described in the second

preceding paragraph, the Holders of a majority in principal amount of the Notes of all affected series may rescind and cancel such declaration with respect to the Notes and its consequences (i) if the rescission would not conflict with any

judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is

lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuers have paid the Trustee and the Agents their compensation and

reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (i) or (j) of Section 6.01 hereof, the Trustee shall have

received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any

other action with respect to an alleged Default or Event of Default (a “Noteholder Direction”) provided by any one or more Holders (other than any Holder that is a Regulated Bank) (each, a “Directing

Holder”) must be accompanied by a written representation from each such Holder to the Issuers and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by

beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed

a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to

provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a

“Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of such Notes in lieu of DTC

or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Issuers determine in good faith that

there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and the Issuers provide to the Trustee (i) an Officer’s Certificate

certifying that the Issuers have a good faith reasonable basis to believe that one or more Directing Holders were at any relevant time in breach of their Position Representation or their Verification Covenant and (ii) evidence that the Issuers

have filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or

notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of Default shall be automatically stayed pending a final and non-appealable

determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee such Officer’s Certificate stating that a

Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such

Verification Covenant. Any breach of the Position Representation shall result in such Directing Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Directing Holder, the percentage

of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction

-55-

shall be void ab initio (other than any indemnity and/or security such Directing Holder may have offered or

provided to the Trustee), with the effect that such Event of Default shall be deemed never to have occurred. If the Directing Holder has satisfied its Verification Covenant (and the Issuers have not determined in good faith that there is a

reasonable basis to believe such Verification Covenant has not been satisfied as set forth above), then the Trustee shall be permitted to act in accordance with such Noteholder Direction. Notwithstanding the above, if such Directing Holder’s

participation is not required to achieve the requisite level of consent of Holders required under this Indenture to give such Noteholder Direction, the Trustee shall be permitted to act in accordance with such Noteholder Direction notwithstanding

any action taken or to be taken by the Issuers (as described above). In addition, for the avoidance of doubt, this paragraph shall not apply to any Holder that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or a

beneficial owner directing DTC it shall provide a written representation to the Issuers that it is a Regulated Bank.

For the avoidance of

doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to monitor, investigate, verify or otherwise determine if a Holder is Net Short or to inquire

as to or investigate the accuracy of any Position Representation or determine whether it complies with the provisions of this Indenture, enforce compliance with any Verification Covenant, monitor any court proceedings undertaken in connection

therewith, inquire if the Issuers will seek action to determine if a Directing Holder has breached its Position Representation, monitor or investigate whether any Default or Event of Default has been publicly reported, verify any statements in any

Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have

no liability for ceasing to take any action or staying any remedy or otherwise failing to act in accordance with a Noteholder Direction as provided for herein. The Trustee shall have no liability to the Issuers, any Holder or any other Person in

acting in good faith on a Noteholder Direction, or for determining whether any Holder has delivered a Position Representation, such Position Representation conforms with the requirements of this Indenture or any other agreement or any Holder is a

Regulated Bank.

SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if

any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A

delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are

cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of all series affected (voting as a single

class) by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the

principal of, premium and interest on the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes of all

affected series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall

be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes of all series affected (voting as a single class) may direct the time,

method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with

law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holders of Notes or that would involve the Trustee in personal liability (it being understood that the Trustee has no duty to determine whether any

action is prejudicial to any Holder).

-56-

SECTION 6.06. Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby make a written request to the

Trustee to pursue the remedy;

indemnity satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee does not comply with the request within 60

days after receipt of the request and the offer of security or indemnity; and

(e) within such

60-day period the Holders of a majority in principal amount of the then outstanding Notes of all series affected thereby do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over

another Holder of a Note.

SECTION 6.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the contractual right of any Holder of a Note to receive payment of principal, premium,

if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such

Holder.

SECTION 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover

judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium on, if any, and interest remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the

extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel as set forth in

Section 7.07.

SECTION 6.09. Trustee May File Proofs of

Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in

order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to

the Issuers (or any other obligor upon the Notes), their creditors or their property and the Trustee shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any

custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any

amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the

same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and

-57-

other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or

under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

First: to the Trustee, the Agents, their respective agents and attorneys for amounts due under Section 7.07 hereof,

including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee, the Agents and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably,

without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted

by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’

fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note

pursuant to Section 6.06 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes of the affected series.

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing and is actually known to a Trust Officer, the Trustee shall exercise such of the

rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default actually known to a Trust Officer:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need

perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth

of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically

required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of

mathematical calculations or other facts stated therein).

-58-

negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of

paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good

faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a

direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this

Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

(e) No

provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability, including any financial liability, in the performance of any of its rights or powers if it shall have reasonable grounds for believing that

repayment of such funds or adequate indemnity satisfactory to the Trustee against such risk or liability is not reasonably assured to it. The Trustee shall be under no obligation to exercise any of its rights and powers vested in it under this

Indenture at the request of any Holders, unless such Holder shall have offered, and if requested, provided, to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money

held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) [reserved].

(h) [reserved].

(i) The Trustee

shall have no duty to inquire as to the performance of, or otherwise monitor compliance with, the Issuers’ covenants herein.

(j)

Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 7.02. Rights of the Trustee.

(a) The Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any document believed by it to be

genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, or both. The

Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any

Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed

with due care.

-59-

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith

that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if

signed by an Officer of the Issuers.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by

this Indenture at the request or direction of any of the Holders unless such Holders shall have offered, and if requested, provided, to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that

might be incurred by it in compliance with such request or direction.

(g) The Trustee shall not be bound to make any investigation into

the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its

reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the

books, records and premises of the Issuers during normal business hours and upon reasonable notice, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such

inquiry or investigation.

(h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either

directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Indenture.

(i) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.

(j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the

Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as an Agent, and to each other Agent, any other agent, Custodian

and other Person employed to act hereunder.

(k) The permissive right of the Trustee to take or refrain from taking any actions enumerated

in this Indenture shall not be construed as a duty.

(l) The Trustee shall not be responsible or liable for any failure or delay in the

performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other

military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.

(m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential

loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

SECTION 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any

Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue

as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10 hereof.

-60-

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall

not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any

money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture

other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

(a) The Trustee shall not be deemed to have notice of any Default with respect to Notes unless a Trust Officer has actual knowledge thereof or

unless written notice of any event which is in fact such a Default is received by a Trust Officer at the Corporate Trust Office from the Issuers or the Holders of 25% in aggregate principal amount of the outstanding Notes of the affected series, and

such notice states that it is a “Notice of Default” and references the specific Default or Event of Default, the Notes and this Indenture.

(b) If a Default occurs and is continuing and is actually known to a Trust Officer, the Trustee shall deliver to Holders of the Notes notice of

the Default within 30 days after it is actually known to a Trust Officer or written notice of it is received by a Trust Officer at the Corporate Trust Office, unless such Default shall have been cured or waived. Except in the case of a Default in

the payment of principal of, premium, if any, or interest on any Note (including payments pursuant to the redemption provisions of the Notes), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith

determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. [Reserved].

SECTION 7.07. Compensation and Indemnity.

The Issuers and the Guarantors shall pay to the Trustee, as Trustee, and in each of its capacities as Agent, from time to time such

compensation for its services hereunder as agreed in writing between the Issuers and the Trustee (it being understood that the fee letter dated March 4, 2026, between the Issuers and U.S. Bank Trust Company, National Association is one such

writing). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors shall reimburse the Trustee and the Agents promptly upon request for all reasonable

disbursements, advances and expenses incurred or made by such party in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Agents’

respective agents and counsel.

The Issuers and the Guarantors shall, jointly and severally, indemnify the Trustee (in any of its

capacities), its officers, directors, employees and agents for, and hold them harmless against any and all losses, liabilities, damages, claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in

connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against

any claim (whether asserted by the Issuers and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or

expense may be attributable to its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek

indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the

Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

-61-

The obligations of the Issuers and the Guarantors under this Section 7.07 shall survive

the resignation or removal of the Trustee or the Agents, as applicable, the satisfaction and discharge and the termination of this Indenture.

To secure the Issuers’ and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes

on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the

termination of this Indenture.

In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of

this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(i) or 6.01(j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents

and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

“Trustee” for

purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence or

misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

SECTION 7.08. Replacement

of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only

upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time

and be discharged from the trust hereby created by so notifying the Issuers. The Holders of Notes of a majority in principal amount of the then outstanding Notes of a series may remove the Trustee by so notifying the Trustee and the Issuers in

writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a

successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the

Issuers, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with

Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the

resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders

of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

-62-

SECTION 7.09. Successor Trustee by

Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its

corporate trust business to, another business entity, the successor business entity without any further act shall, if such successor business entity is otherwise eligible hereunder, be the successor Trustee.

Subject to Section 7.10, any business entity into which the Trustee may be merged or converted or with which it may be consolidated, or

any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee

hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

SECTION 7.10.

Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a Person organized and doing

business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a

combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

ARTICLE

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or

Covenant Defeasance.

The Issuers may, at the option of their respective Board of Directors evidenced by

resolutions set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes of a series upon compliance with the conditions set forth below in this ARTICLE 8.

SECTION 8.02. Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the

Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of a series on the date the conditions set forth

below are satisfied with respect to the Notes of such series (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness

represented by the outstanding Notes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b)

below, and to have satisfied all their other obligations under the Notes of such series and this Indenture with respect to the Notes of such series (and the Trustee, on demand of and at the expense of the Issuers, shall execute such instruments

reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to receive

solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the

Issuers’ obligations with respect to such Notes under ARTICLE 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the Issuers’ obligations in connection

therewith and (d) the provisions of this ARTICLE 8 with respect to Legal Defeasance. Subject to compliance with this ARTICLE 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their

option under Section 8.03 hereof.

-63-

SECTION 8.03. Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the

Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof with respect to a series of Notes, be released from their obligations under the covenants contained in Sections 4.03 through 4.13 hereof with

respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 hereof are satisfied with respect to such series of Notes (hereinafter, “Covenant Defeasance”), and the

Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall

continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the

outstanding Notes of such series, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere

herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof,

but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,

subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(d), 6.01(e), 6.01(f), 6.01(i) and 6.01(j) (other than, in the case of Section 6.01(i) and Section 6.01(j), with respect to the Parent and

the Issuers) hereof shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes of a series:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Issuers must deposit with the Paying Agent, in trust, for the benefit of the Holders, cash in United States dollars, U.S. Government

Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of such principal and interest, to pay the principal amount at maturity of, premium, if any, and interest on the outstanding

Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b) in the case of

an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (A) the Issuers have received from, or there

has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of

Counsel shall confirm that, the beneficial holders of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income

tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the

United States of America reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant

Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Event of Default shall have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from the

incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes of such series pursuant to this Article 8 concurrently with such incurrence and the grant of a Lien to secure such Indebtedness);

-64-

(e) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an

Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(f) the Issuers shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be

delivered if all Notes of a series not therefor delivered to the Registrar for cancellation (A) have become due and payable, or (B) will become due and payable on the maturity date or upon redemption within one year under arrangements

satisfactory to the Trustee for giving of notice of redemption by the Trustee or Registrar in the name, and at the expense, of the Issuers.

SECTION 8.05. Deposited Money and U.S. Government

Securities to Be Held in Trust; Other Miscellaneous Provisions.

All cash and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with

the Paying Agent (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes of a series shall be held in trust

and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders

of the Notes of such series of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such cash and securities need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee and Paying Agent, as applicable, against any tax, fee or other charge imposed on or assessed

against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other

charge which by law is for the account of the Holders of the outstanding Notes of such series.

Anything in this Article 8 to the contrary

notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable

U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may

be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or

exchange of the Notes of a series and the rights of the Trustee, as expressly provided for in this Indenture) as to all outstanding Notes of such series when (i) either (a) all the Notes of such series theretofore authenticated and delivered

(except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to

the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable

within one year, whether at maturity or on a redemption date, pursuant to an irrevocable optional redemption notice, and the Issuers have deposited or caused to be deposited with the Trustee or Registrar and Paying Agent funds or U.S. Government

Obligations in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to

the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) the Issuers have paid all other sums due and

payable under this Indenture by the Issuers; and (iii) the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction

and discharge of this

-65-

Indenture with respect to such series of Notes have been complied with; provided that in a discharge

in connection with any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium

calculated as of the date of the notice of redemption, with any deficit on the date of redemption (the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of the redemption.

Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied

toward such redemption. The Trustee’s rights under this Indenture, including Section 7.07 shall survive termination of this Indenture. This Indenture shall be discharged as to all series of Notes when the above conditions are satisfied as

to each series of Notes.

In addition, the Issuers shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel

(which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to such satisfaction and discharge have been satisfied.

SECTION 8.07. Repayment to Issuers.

Subject to applicable abandoned property law, any cash or non-callable U.S. Government Obligations

deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or

interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Issuers for payment

thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying

Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and

that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining will be repaid to the Issuers.

SECTION 8.08. Reinstatement.

If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government Obligations

in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under

this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with

Section 8.02 or 8.03, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of their obligations, the Issuers shall be

subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent.

SECTION 8.09. Survival.

The Trustee’s rights under this Article 8 shall survive termination of this Indenture or the resignation of the Trustee.

ARTICLE 9

AMENDMENT, SUPPLEMENT

AND WAIVER

SECTION 9.01. Without Consent of Holder.

Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the

Escrow Agreement, the Note Guarantees or the Notes of a series without the consent of any Holder of a Note to:

(a) cure any ambiguity,

omission, defect or inconsistency;

-66-

(b) provide for the assumption by a successor entity of the obligations of an Issuer or any

Guarantor under this Indenture;

however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);

(d) add

additional Note Guarantees or to confirm and evidence the release, termination or discharge of any Note Guarantee when such release, termination or discharge is permitted under this Indenture;

(e) add to the covenants of the Issuers or the Guarantors for the benefit of the Holders of Notes of any series or to surrender any right or

power conferred upon the Issuers or the Guarantors;

(f) make any amendment to the provisions of this Indenture relating to the form,

authentication, transfer and legending of Notes of any series; provided, however, that

(A) compliance with

this Indenture as so amended would not result in Notes of such series being transferred in violation of the Securities Act or any other applicable securities law; and

(B) such amendment does not materially affect the rights of Holders to transfer Notes of such series;

(g) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification should

become required;

(h) establish the form or forms or terms of notes of any series as permitted under the provisions of this Indenture

relating to the issuance of notes in series;

(i) convey, transfer, assign, mortgage or pledge as security for the Notes of any series any

property or assets in accordance with Section 4.10;

(j) conform any provision of this Indenture, the Notes of any series or the

Escrow Agreement to the “Description of Notes” section of the Offering Memorandum; or

(k) make any other change that does not

adversely affect the rights of any Holder in any material respect.

Upon the request of the Issuers, and upon receipt by the Trustee of

the documents described in Section 9.05 hereof, the Trustee and the Agents shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to

make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Agents shall be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities

under this Indenture or otherwise.

After an amendment, supplement or waiver under this Section 9.01 becomes effective, the Issuers

shall deliver (by means of electronic transmission in accordance with the applicable procedures of DTC) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such

notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

-67-

SECTION 9.02. With Consent of Holders

of Notes.

Except as provided below in this Section 9.02, this Indenture, the Escrow Agreement, the Note

Guarantees and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding under this Indenture, voting as a single class, and, subject to Sections 6.04

and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been

rescinded) or compliance with any provision of this Indenture, the Escrow Agreement, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding under this Indenture

voting as a single class; provided that any amendment or waiver of past default or compliance with any provision that affects the terms of any one or more series of Notes as distinct from any other series of Notes shall instead require the

consent of Holders of a majority in principal amount of the outstanding Notes of such series.

Upon the request of the Issuers accompanied

by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as

aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental Indenture

directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed

amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture, the Notes, any Note Guarantee or the Escrow Agreement by any Holder given in connection with a

tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

After an amendment, supplement

or waiver under this Section 9.02 becomes effective, the Issuers shall deliver (by means of electronic transmission in accordance with the applicable procedures of DTC) to the Holders of Notes affected thereby a notice briefly describing the

amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes

held by a non-consenting Holder):

(a) reduce the amount of the Notes whose Holders must consent to

an amendment, supplement or waiver;

(b) reduce the rate of or extend the time for payment of interest on any Note;

(d) reduce the premium payable upon the redemption of any Note or change the scheduled date at which any Note may be redeemed as set forth in

Sections 3.07 and 3.07(a);

(e) make any Notes payable in money other than that stated in the Notes;

(f) impair the contractual right of any Holder of Notes to receive payment of principal of and interest on such Note on or after the due dates

therefore or to institute suit for the enforcement of such payment on or with respect to such Holder’s Notes;

(g) make any change in

the amendment provisions which require each Holder’s consent or in the waiver provisions; or

(h) except as expressly permitted by

this Indenture, modify the Note Guarantee of the Parent or any Significant Subsidiary in any manner materially adverse to the Holders.

-68-

Notwithstanding anything herein or otherwise, the provisions under this Indenture relative

to the Issuers’ obligation to make a Change of Control Offer with respect to a series of Notes pursuant to Section 4.11 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes of

such series.

SECTION 9.03. [Reserved].

SECTION 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and

every subsequent Holder of a Note or portion thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as

to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and

thereafter shall bind every Holder.

SECTION 9.05. Trustee to Sign Amendments.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not

adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon

an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and

binding obligation of the Issuers enforceable against them in accordance with its terms, subject to customary exceptions.

ARTICLE 10

NOTE GUARANTEES

SECTION 10.01.

Note Guarantees.

Each Guarantor (including any Guarantor that executes a supplemental indenture in the form of

Exhibit E hereto), as a primary obligor and not merely as a surety, hereby, subject to the Agreed Guarantee Principles, fully, unconditionally and irrevocably guarantees on a senior unsecured basis, jointly and severally, to each Holder and

to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other monetary

obligations of the Issuers under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Notes (all such obligations set forth

in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without

notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives

notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or

Agents to assert any claim or demand or to enforce any right or remedy against the Issuers, any other Guarantor or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any

obligation of the Issuers under this Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; or

(d) except as set forth in Section 10.06, any change in the ownership of such Guarantor.

-69-

Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of

payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations.

Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any

time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Issuers or otherwise.

Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Agents, on the other hand,

(x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration

in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations

(whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the

Agents in enforcing any rights under this Section.

SECTION 10.02. Limitation on Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note

Guarantee of such Guarantor (a) not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the

extent applicable to any Note Guarantee, and (b) not result in a distribution to shareholders not permitted under the applicable foreign or state law. Any term or provision of this Indenture to the contrary notwithstanding, the maximum

aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering the Note Guarantee, as it relates to such Guarantor, voidable under applicable law relating

to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. In addition, the obligations of any Guarantor organized outside the United States of America shall be limited as necessary or appropriate to

(1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters

or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors

(collectively referred to as “Agreed Guarantee Principles”), in each case as determined by the Issuers in their sole discretion. If following the date of this Indenture and notwithstanding anything in Section 9.02 to

the contrary, any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction outside the United States of America (a “Future Guarantor”) shall be required to execute a Note

Guarantee and the Issuers shall reasonably determine that the preceding limitations shall not adequately address the limitations on such Note Guarantee imposed by applicable law of the jurisdiction of incorporation, organization or formation, as the

case may be, of any such Future Guarantor, then upon the delivery of an Officer’s Certificate and Opinion of Counsel, the Issuers shall be entitled to amend such clauses or add such additional provisions (including any related modifications to

a supplement to this Indenture or a Note Guarantee), as the case may be, in order for the Note Guarantee of a Guarantor to adequately address the limitations imposed by applicable law and/or the Agreed Guarantee Principles.

SECTION 10.03. Successors and Assigns.

This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and

assigns of the Trustee, the Agents and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Agents, the rights and privileges conferred upon that party in this Indenture and in the Notes shall

automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

-70-

SECTION 10.04. No Waiver.

Neither a failure nor a delay on the part of either the Trustee, the Agents or the Holders in exercising any right, power or privilege under

this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee, the Agents and the Holders

herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.05. No Waiver.

Each

Guarantor irrevocably and unconditionally abandons and waives any right which it may have at any time under the existing or future laws of Jersey: (i) whether by virtue of the droit de discussion or otherwise to require that recourse be

had to the assets of any other person before any claim is enforced against the Guarantor in respect of the obligations and liabilities assumed by the Guarantor under any document, including without limitation under the Notes or this Indenture; and

(ii) whether by virtue of the droit de division or otherwise to require that any liability under any document, including without limitation, the Notes or this Indenture, be divided or apportioned with any other person or reduced in any

manner whatsoever.

SECTION 10.06. Release of Guarantor.

The Note Guarantee of a Guarantor will be released with respect to a series of Notes under this Article 10 without any further action required

on the part of the Trustee, the Agents or any Holder:

(a) upon (i) the sale or other disposition (including by way of

consolidation, merger, dissolution or otherwise) of the Capital Stock of such Guarantor such that it is no longer a Subsidiary of the Parent or (ii) the sale or other disposition of all or substantially all of the assets of such Guarantor;

(b) when such Guarantor is no longer a borrower or guarantor or is otherwise no longer obligated under (or concurrently with

such release, will no longer guarantee or otherwise be obligated under) the Credit Agreement; or

exercise their Legal Defeasance option or their Covenant Defeasance option in accordance with Article 8 hereof or if the Issuers’ obligations with respect to such series of Notes are discharged in accordance with the terms of

Section 8.06.

SECTION 10.07. Contribution.

Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all Guaranteed Obligations to

contribution from each Guarantor, as applicable, in an amount equal to such Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. [Reserved].

SECTION 11.02. Notices.

Any notice or communication by the Issuers, the Trustee or an Agent to the other parties is duly given if in writing and delivered in person or

mailed by first class mail (registered or certified, return receipt requested), facsimile or electronic transmission or overnight air courier guaranteeing next-day delivery, to the other’s address:

-71-

If to the Issuers:

Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200

Schaffhausen, Switzerland

[***]

With a copy to:

Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200

Schaffhausen, Switzerland

[***]

Davis Polk &

Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention:

Michael Kaplan and Roshni Banker Cariello

Tel:

212-450-4111

Email: michael.kaplan@davispolk.com;

roshni.cariello@davispolk.com

If to the Trustee:

U.S. Bank Trust Company, National Association

One California Street, Suite 1000

San Francisco, CA 94111

Attn:

David A. Jason (Versigent Notes Administrator)

Email: david.jason@usbank.com

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

Shipman & Goodwin LLP

One Constitution Plaza

Hartford,

CT 06103-1919

Attn: Marie C. Pollio

Tel: (860) 251-5561

Email:

MPollio@goodwin.com

The Issuers, the Trustee or the Agents, by notice to the other, may designate additional or different addresses for

subsequent notices or communications.

The Trustee and the Agents, as applicable, agree to accept and act upon facsimile transmission of

written instructions pursuant to this Indenture; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed

instructions in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.

All notices and communications (other than those sent to the Trustee, Agents or Holders) shall be deemed to have been duly given: at the time

delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile or electronic transmission, and the next Business Day after timely delivery

to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee, Agents or Holders shall be deemed duly given and effective only upon receipt. Any

notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the security register for the Notes.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

-72-

If a notice or communication is mailed in the manner provided above within the time

prescribed, it is duly given, whether or not the addressee receives it.

All notices, approvals, consents, requests and any communications

hereunder must be writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign, AdobeSign (or such other digital signature

provider as specified in writing to Trustee by an Officer of the Issuers), in English). The Issuers agree to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including

without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

SECTION

11.03. [Reserved].

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers to the Trustee or an Agent to take any action under any provision of this Indenture, the Issuers

shall furnish to the Trustee and/or Agent, as applicable:

(a) an Officer’s Certificate in form reasonably satisfactory to the

Trustee and/or Agent, as applicable, (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to

the proposed action have been complied with; and

(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee and/or Agent, as

applicable, (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

SECTION 11.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate

provided pursuant to Section 4.04 hereof) and shall include:

(a) a statement that the Person making such certificate or opinion has

read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the

statements or opinions contained in such certificate or opinion are based;

has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent or Authenticating Agent may make

reasonable rules and set reasonable requirements for its functions.

-73-

SECTION 11.07. No Personal Liability of

Directors, Officers, Employees and Stockholders.

No past, present or future

director, officer, employee, incorporator or stockholder of any Issuer, any Guarantor or the Trustee, as such, shall have any liability for any obligations of the Issuers or of the Guarantors under the Notes, this Indenture or the Note Guarantees or

for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the

Notes.

SECTION 11.08. Governing Law; Waiver of Jury Trial.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION

11.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt

agreement of the Parent or its Subsidiaries (including the Issuers) or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.10. Successors.

All covenants and agreements of the Issuers in this Indenture and the Notes shall bind their respective successors. All covenants and

agreements of the Trustee and the Agents in this Indenture shall bind their respective successors.

SECTION 11.11. Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and

enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.12. Counterpart

Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them

together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Indenture or in any other certificate, agreement or document related to this Indenture shall

include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without

limitation, DocuSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal

effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,

the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

SECTION 11.13. Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be

considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

-74-

SECTION 11.14. Force Majeure.

In no event shall the Trustee or the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder

arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of

God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and the Agents, as applicable, shall use reasonable efforts which are consistent with

accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 11.15.

Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the

Trustee and the Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a

relationship or opens an account. The parties to this agreement agree that they will provide the Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

SECTION 11.16. Legal Holidays.

If a payment date for the payment of any principal, premium, if any, or interest on any Note or a redemption date is a Legal Holiday, payment

shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 11.17. Currency Indemnity.

The U.S. Dollar is the sole currency (the “Required Currency”) of account and payment for all sums payable by

the Issuers or any Guarantor under or in connection with the Notes, this Indenture and the Note Guarantees, including damages. Any amount with respect to the Notes, this Indenture or the Note Guarantees received or recovered in a currency other than

the Required Currency, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of any Issuer or any Guarantor or otherwise by any

Holder or by the Trustee or Paying Agent, in respect of any sum expressed to be due to it from the Issuers or any Guarantor will only constitute a discharge to the Issuers or any Guarantor to the extent of the Required Currency amount which the

recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to

do so).

If that Required Currency amount is less than the Required Currency amount expressed to be due to the recipient or the Trustee or

Paying Agent under the Notes, the Issuers and each Guarantor will indemnify such recipient and/or the Trustee or Paying Agent against any loss sustained by it as a result. In any event, the Issuers and each Guarantor will indemnify the recipient

against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein, for the Holder of a Note or the Trustee or Paying Agent to certify in a manner

satisfactory to the Issuers (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuers’ and each Guarantor’s other

obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee or Paying Agent (other than a waiver of the indemnities set out herein) and will continue

in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee. For the purposes of determining the amount in a currency other than the Required Currency,

such amount shall be determined using the exchange rate then in effect.

-75-

SECTION 11.18. Jurisdiction; Consent to

Service of Process.

Each party hereto irrevocably and unconditionally submits, for itself and its

property, to the nonexclusive jurisdiction of any U.S. federal or New York State court sitting in the Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to this Indenture, the Note Guarantees or the

Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or,

to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other

manner provided by law. Nothing in this Indenture shall affect any right that the parties hereto may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any

jurisdiction.

Each of Cyprium Luxembourg and each of the Guarantors listed in the signature pages to this Indenture or any supplemental

indenture that are not organized under the laws of the United States or a state within, (the “Non-U.S. Guarantors”) hereby irrevocably designates, appoints and empowers Cyprium

Corporation (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in

respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Indenture. Such service may be made by mailing (by registered or

certified mail, postage prepaid) or delivering a copy of such process to Cyprium Luxembourg or Guarantor in care of the Process Agent at 5725 Innovation Drive, Troy, MI 48098, and Cyprium Luxembourg and each of the

Non-U.S. Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of Cyprium Luxembourg and each of the Non-U.S. Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the

Process Agent, Cyprium Luxembourg or any Guarantor at its address specified in Section 11.02.

ARTICLE 12

ESCROW MATTERS

SECTION 12.01.

Escrow Account.

On the Issue Date, the Issuers, the Escrow Agent and the Trustee will enter into the Escrow

Agreement, and on the Issue Date, the Issuers will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into the Escrow Account.

Other than as permitted under the Escrow Agreement, the Issuers will only be entitled to direct the Escrow Agent to release Escrow Property

(in which case the Escrow Property will be paid to or as directed by the Issuers) upon delivery to the Escrow Agent and the Trustee, on or prior to the Escrow End Date, of a Release Request certifying that the Escrow Conditions have been met or will

be met substantially concurrently with the release of the Escrow Property (or, in the case of the Escrow Condition described under Section 3(b)(i)(B) of the Escrow Agreement, will be met within five Business Days after the Release Date).

SECTION 12.02. Special Mandatory Redemption.

If a Special Mandatory Redemption of the Notes is to occur pursuant to Section 3.09 hereof due to the occurrence of one of the events

specified in clause (i) or (ii) of the definition of “Special Mandatory Redemption Event,” the Escrow Agreement provides that the Escrow Agent will cause the liquidation of all Escrow Property then held by it and cause the release

of the proceeds of such liquidated Escrow Property to the Trustee in accordance with the terms of the Escrow Agreement. The Trustee shall apply such proceeds to the payment of the Special Mandatory Redemption Price, as set forth in Section 3.09

hereof.

-76-

SECTION 12.03. Release of Escrow Property.

Upon receipt by the Escrow Agent of a Release Request certifying that Escrow Conditions have been met or will be met substantially concurrently

with the release of the Escrow Property (or, in the case of the Escrow Condition described under Section 3(b)(i)(B) of the Escrow Agreement, will be met within five Business Days after the Release Date), the Escrow Agreement provides that the

Escrow Agent will cause the liquidation of all Escrow Property then held by it and cause the release of the proceeds of such liquidated Escrow Property to or on the order of the Issuers on the Release Date in accordance with the terms of the Escrow

Agreement.

SECTION 12.04. Trustee Direction to Execute Escrow Agreement.

By their acceptance of the Notes, each Holder is deemed to authorize and direct the Trustee to execute and deliver the Escrow Agreement.

[Signatures on following page]

-77-

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of

the day and year first above written.

ISSUERS:

CYPRIUM CORPORATION

By:

/s/ Robert S. Hoeppner

Name: Robert S. Hoeppner

Title: Treasurer

CYPRIUM HOLDINGS LUXEMBOURG S.À R.L.

By:

/s/ Darren Michael Byrka

Name: Darren Michael Byrka

Title: Manager

PARENT:

VERSIGENT LIMITED

By:

/s/ Rachel Friedenberg

Name: Rachel Friedenberg

Title: Secretary

[Signature Page to Indenture]

TRUSTEE:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ David A. Jason

Name: David A. Jason

Title: Vice President

[Signature Page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[Global

Note Legend]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR

THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE,

WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR

DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[Private Placement Legend]

THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE

REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE

HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN

THE CASE OF RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS

OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR

SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR

ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER

PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION

DATE.

A-1

[Regulation S Global Note Legend]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

A-2

CUSIP:____________

ISIN: ____________

[RULE 144A][REGULATION S] GLOBAL NOTE

6.125% Senior Notes due 2031

No.

$[____________]

CYPRIUM CORPORATION

and

CYPRIUM HOLDINGS LUXEMBOURG

S.À R.L.

jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of _______________________ DOLLARS

on April 15, 2031, as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests attached hereto.

Interest

Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

A-3

Dated: _______________, 20__

CYPRIUM CORPORATION

By:

Name:

Title:

CYPRIUM HOLDINGS LUXEMBOURG S.À R.L.

By:

Name:

Title:

A-4

This is one of the Notes referred to

in the

within-mentioned Indenture:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

Dated:____________

A-5

[FORM OF REVERSE SIDE OF NOTE]

6.125% Senior Note due 2031

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Cyprium Corporation (“Cyprium Corp.”) and Cyprium Holdings Luxembourg S.à r.l.

(“Cyprium Luxembourg” and, together with Cyprium Corp., the “Issuers”), jointly and severally promise to pay interest on the principal amount of this Note at a rate per annum of 6.125% from

March 18, 2026 until maturity or earlier redemption or repayment of the Note. The Issuers will pay interest on this Note semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2026, or, if any

such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this Note on the immediately preceding

April 1 and October 1 (each, a “Regular Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including

March 18, 2026. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay

interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be

computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of

business on the Regular Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Regular Record Date and on or before such Interest Payment Date, except as provided in

Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that (a) all payments of

principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders

thereof and (b) all payments of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects

payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee or the

Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association, as Trustee, will act as Paying

Agent and Registrar. The Issuers may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. The Parent or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of March 18, 2026 (the “Indenture”),

among the Issuers, the Guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), paying agent and registrar. The Issuers shall be entitled to issue Additional Notes of this series

pursuant to Section 2.14 of the Indenture. The terms of the Notes of this series include those stated in the Indenture applicable to this series of Notes. The Notes of this series are subject to all such terms, and Holders are referred to the

Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture applicable to this series of Notes, the provisions of the Indenture shall govern and be controlling.

A-6

5. OPTIONAL REDEMPTION.

The Notes are redeemable at the option of the Issuers at the prices, and upon the terms and conditions, set forth in Section 3.07 of the

Indenture. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. OFFERS TO REPURCHASE.

Upon

the occurrence of a Change of Control Triggering Event, the Issuers shall make a Change of Control Offer in accordance with Section 4.11 of the Indenture.

7. TAX REDEMPTION. The Issuers may redeem the Notes as a whole but not in part, at its option at any time prior to maturity, upon the giving

of a notice of redemption to the holders, if it determines that certain tax law changes have occurred as described in the Indenture.

MANDATORY REDEMPTION. Except as set forth in Section 3.09 of the Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

9. NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by

first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. Any redemption and notice thereof may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions

precedent.

10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and

any integral multiple of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate

endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note

selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 days before the mailing of a notice of an offer to

repurchase or redeem Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the

Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If

any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all affected

series may declare the principal of and accrued but unpaid interest on all the Notes of all affected series to be due and payable immediately by notice in writing to the Issuers and the Trustee (if given by the Holders) specifying the respective

Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid

principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not

enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the

Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that

withholding notice is in their interest. The Holders of a majority in aggregate principal amount of

A-7

the Notes then outstanding of all affected series (voting as a single class) by notice to the Trustee may on

behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within 30 Business Days after becoming aware of

any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until

authenticated by the manual signature of the Trustee or Authenticating Agent.

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL

GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

16. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation

promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a

convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at

the following address:

Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200

Schaffhausen, Switzerland

Attention: [***]

Tel: [***]

A-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert

assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.11 of the Indenture, check the box below:

[ ] Section 4.11

If you

want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.11 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $___________. The following exchanges of a part of this Global Note for an

interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of

decrease in

Principal

Amount of this Global

Note

Amount of

increase

Principal

Amount of this

Global Note

Principal

Amount of this

Global Note

following

such

decrease or

increase

Signature of

authorized

officer of Trustee

Custodian

This schedule should be included only if the Note is issued in global form.

A-11

EXHIBIT B

[FORM OF FACE OF NOTE]

[Global

Note Legend]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR

[Private Placement Legend]

THIS

THE CASE OF

RULE 144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS SUCCESSOR RULE) OR IN THE CASE OF REGULATION S NOTES: 40

DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A

REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED

INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,

(D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,

SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH

B-1

OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[Regulation S Global Note Legend]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF

SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

B-2

CUSIP:____________

ISIN: ____________

[RULE 144A][REGULATION S] GLOBAL NOTE

6.375% Senior Notes due 2034

No.

$[____________]

CYPRIUM CORPORATION

and

CYPRIUM HOLDINGS LUXEMBOURG

S.À R.L.

jointly and severally promise to pay to Cede & Co., or registered assigns, the principal sum of _______________________ DOLLARS

on April 15, 2034, as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests attached hereto.

Interest

Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

B-3

Dated: _______________, 20__

CYPRIUM CORPORATION

By:

Name:

Title:

CYPRIUM HOLDINGS LUXEMBOURG S.À R.L.

By:

Name:

Title:

B-4

This is one of the Notes referred to

in the

within-mentioned Indenture:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

Dated:____________

B-5

[FORM OF REVERSE SIDE OF NOTE]

6.375% Senior Note due 2034

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Cyprium Corporation (“Cyprium Corp.”) and Cyprium Holdings Luxembourg S.à r.l.

(“Cyprium Luxembourg” and, together with Cyprium Corp., the “Issuers”), jointly and severally promise to pay interest on the principal amount of this Note at a rate per annum of 6.375% from

March 18, 2026 until maturity or earlier redemption or repayment of the Note. The Issuers will pay interest on this Note semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2026, or, if any

computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of

3. AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association, as Trustee, will act as Paying

Agent and Registrar. The Issuers may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. The Parent or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of March 18, 2026 (the “Indenture”),

B-6

5. OPTIONAL REDEMPTION.

The Notes are redeemable at the option of the Issuers at the prices, and upon the terms and conditions, set forth in Section 3.07 of the

Indenture. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. OFFERS TO REPURCHASE.

Upon

the occurrence of a Change of Control Triggering Event, the Issuers shall make a Change of Control Offer in accordance with Section 4.11 of the Indenture.

7. TAX REDEMPTION. The Issuers may redeem the Notes as a whole but not in part, at its option at any time prior to maturity, upon the giving

of a notice of redemption to the holders, if it determines that certain tax law changes have occurred as described in the Indenture.

MANDATORY REDEMPTION. Except as set forth in Section 3.09 of the Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

9. NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a Redemption Date, the Issuers shall mail or cause to be mailed, by

precedent.

10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes may be amended or supplemented as provided in the

Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If

withholding notice is in their interest. The Holders of a majority in aggregate principal amount of

B-7

the Notes then outstanding of all affected series (voting as a single class) by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its

consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers are required to

deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within 30 Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what

action the Issuers propose to take with respect thereto.

14. AUTHENTICATION. This Note shall not be entitled to any benefit under the

Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authenticating Agent.

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

16. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the

Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers

either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at

the following address:

Cyprium Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200

Schaffhausen, Switzerland

Attention: [***]

Tel: [***]

B-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

B-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.11 of the Indenture, check the box below:

[ ] Section 4.11

If you

want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.11 of the Indenture, state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

B-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $___________. The following exchanges of a part of this Global Note for an

interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of decrease in Principal

Amount of this Global

Note

Amount of increase in Principal

Amount of this Global

Note

Principal Amount of this

Global Note following

such

decrease or increase

Signature of authorized

officer of Trustee

Custodian

This schedule should be included only if the Note is issued in global form.

B-11

EXHIBIT C

FORM OF CERTIFICATE OF TRANSFER

Cyprium

Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: Darren Byrka

Re:

[6.125%][6.375%] Senior Notes due [2031][2034]

Reference is hereby made to the Indenture, dated as of March 18, 2026 (the “Indenture”), among Cyprium

Corporation, Cyprium Holdings Luxembourg S.à r.l., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have

the meanings given to them in the Indenture.

____________________ (the “Transferor”) owns and proposes to

transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_______________ in such Note[s] or interests (the “Transfer”), to (the

“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT CERTIFICATED NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the

United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Note is being transferred to a Person that the

Transferor reasonably believes is purchasing the beneficial interest or Certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account

is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United

States.

2. ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT

CERTIFICATED NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in

the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United

States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in

the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, (iii) the transaction is not part of a plan or scheme to evade the registration

requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person

(other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note will be subject to the restrictions on Transfer enumerated in the

Indenture and the Securities Act.

C-1

3. ☐ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN

THE RELEVANT CERTIFICATED NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global

Notes and Restricted Certificated Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check

one):

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) ☐ such Transfer is being effected to the Issuers or a subsidiary thereof.

4. ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED CERTIFICATED

NOTE.

(a) ☐ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule

144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the

Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or

Certificated Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture.

(b) ☐ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903

or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the

Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note

will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture.

(c) ☐ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an

exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the

United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance

with the terms of the Indenture, the transferred beneficial interest or Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted

Certificated Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit

of the Issuers.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

C-2

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ☐ a beneficial interest in the:

(i) ☐ 144A Global Note ([CUSIP: 23292N AA6][CUSIP: 23292N AB4]), or

(ii) ☐ Regulation S Global Note ([CUSIP: U23325 AA8][CUSIP: U23325 AB6]), or

(b) ☐ a Restricted Certificated Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ☐ a

beneficial interest in the:

(i) ☐ 144A Global Note ([CUSIP: 23292N AA6][CUSIP: 23292N AB4]), or

(ii) ☐ Regulation S Global Note ([CUSIP: U23325 AA8][CUSIP: U23325 AB6])or

(iii) ☐ Unrestricted Global Note ([ ] [ ]); or

(b) ☐ a Restricted Certificated Note; or

C-3

EXHIBIT D

FORM OF CERTIFICATE OF EXCHANGE

Cyprium

Corporation and Cyprium Holdings Luxembourg S.à r.l.

c/o Versigent Limited

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: Darren Byrka

Re:

[6.125%][6.375%] Senior Notes due [2031][2034]

Reference is hereby made to the Indenture, dated as of March 18, 2026 (the “Indenture”), among Cyprium

Corporation, Cyprium Holdings Luxembourg S.à r.l., the Guarantors party thereto and U.S. Bank Trust, Company National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have

the meanings given to them in the Indenture.

________________ (the “Owner”) owns and proposes to exchange the

Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED CERTIFICATED NOTES OR

BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL

INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an

Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in

compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer

contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any

applicable blue sky securities laws of any state of the United States.

b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL

INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED CERTIFICATED NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Certificated Note of the same series,

the Owner hereby certifies (i) the Certificated Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted

Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and

(iv) the Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE

SAME SERIES. In connection with the Owner’s Exchange of a Restricted Certificated Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act,

(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with

any applicable blue sky securities laws of any state of the United States.

D-1

d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO

UNRESTRICTED CERTIFICATED NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Certificated Note for an Unrestricted Certificated Note of the same series, the Owner hereby certifies (i) the Unrestricted

Certificated Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in

accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted

Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED CERTIFICATED NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED CERTIFICATED NOTE OF THE SAME

SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Certificated Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted

Certificated Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Certificated Note issued will continue to be subject to

the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Certificated Note and in the Indenture and the Securities Act.

b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME

SERIES. In connection with the Exchange of the Owner’s Restricted Certificated Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note of the same series, with an equal principal amount, the Owner

hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global

Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the

Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are

dated

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of ______________, among ________________________

(the “Guaranteeing Party”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS,

Cyprium Corporation, a Delaware corporation (“Cyprium Corp”), and Cyprium Holdings Luxembourg S.à r.l., a Luxembourg private limited liability company (société à responsabilité

limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Cyprium Luxembourg” and, together with Cyprium Corp., the “Issuers”), have heretofore executed and delivered to

the Trustee that certain Indenture (the “Indenture”), dated as of March 18, 2026, providing for the issuance of an unlimited aggregate principal amount of 6.125% Senior Notes due 2031 (the “2031

Notes”) and 6.375% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Party shall execute and deliver to the Trustee a

supplemental indenture pursuant to which the Guaranteeing Party shall fully and unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture, jointly and severally with each other Guarantor, on the terms and

conditions set forth herein and under the Indenture (the “Note Guarantee”); and

WHEREAS, pursuant to

Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized

terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The

Guaranteeing Party hereby agrees , as primary obligor and not merely as surety, to fully, unconditionally and irrevocably guarantee on a senior unsecured basis, jointly and severally, to each Holder and to the Trustee and its successors and assigns

(a) the full and punctual payment of principal of and interest on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other monetary obligations of the Issuers under this Indenture and the Notes and

(b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Notes (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively

called the “Guaranteed Obligations”) on the terms and subject to the conditions set forth in the Indenture, including, but not limited to Article 10 thereof. Such Note Guarantee shall remain in full force and

effect until payment in full of all Guaranteed Obligations. The Guaranteeing Party further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Guaranteeing Party and that

Guaranteeing Party will remain bound under Article 10 of the Indenture notwithstanding any extension or renewal of any Guaranteed Obligation.

[To include any local law limitations on the Note Guarantee in accordance with the Agreed Guarantee Principles.]

(3) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Party shall have any liability

for any obligations of the Issuers or the Guarantors (including the Guaranteeing Party) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or

their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

E-1

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental

Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words

“execution,”

“signed,” “signature,” and words of like import in this Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation,

“pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other

record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest

extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law

based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

(6) Effect of Headings. The section headings herein are

for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner

whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Party.

[Signature page follows]

E-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed, all as of the date first above written.

[GUARANTEEING PARTY]

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

Name:

Title:

E-3

EX-4.2

Filename: d52176dex42.htm · Sequence: 5

EX-4.2

Exhibit 4.2

EXECUTION VERSION

FIRST

SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “Supplemental Indenture”), dated as of

March 30, 2026, among the guaranteeing parties listed on the signature pages hereto (each, a “Guaranteeing Party” and collectively, the “Guaranteeing Parties”) and U.S. Bank Trust Company,

National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Cyprium Corporation, a Delaware corporation (“Cyprium Corp”), and Cyprium Holdings Luxembourg S.à

r.l., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Cyprium

Luxembourg” and, together with Cyprium Corp., the “Issuers”), have heretofore executed and delivered to the Trustee that certain Indenture (the “Indenture”), dated as of

March 18, 2026, providing for the issuance of an unlimited aggregate principal amount of 6.125% Senior Notes due 2031 (the “2031 Notes”) and 6.375% Senior Notes due 2034 (the “2034 Notes” and,

together with the 2031 Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances

the Guaranteeing Parties shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Parties shall fully and unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture,

jointly and severally with each other Guarantor, on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without

the consent of Holders.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of

which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)

Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)

Agreement to Guarantee. Each Guaranteeing Party hereby agrees, as primary obligor and not merely as surety, to fully, unconditionally and irrevocably guarantee on a senior unsecured basis, jointly and severally, to each Holder and to the

Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at Stated Maturity, by acceleration or otherwise, and all other monetary obligations of the Issuers under the

Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under the Indenture and the Notes (all such obligations set forth in clauses (a) and (b) above being

hereinafter collectively called the “Guaranteed Obligations”) on the terms and subject to the conditions set forth in the Indenture, including, but not limited to Article 10 thereof. Such Note Guarantee shall remain in full

force and effect until payment in full of all Guaranteed Obligations. Each Guaranteeing Party further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guaranteeing

Party and that such Guaranteeing Party will remain bound under Article 10 of the Indenture notwithstanding any extension or renewal of any Guaranteed Obligation.

(3) Limitations Applicable to Swiss Guarantors. The following provisions shall apply in the case of any Guaranteeing Party organized or

incorporated in Switzerland (a “Swiss Guarantor”):

(a) If and to the extent that any obligation of a Swiss Guarantor (including its Note

Guarantee and indemnity and subordination obligations) under this Supplemental Indenture or the Indenture are for the benefit of its direct or indirect Affiliates (other than its direct or indirect wholly-owned Subsidiaries) and that complying with

such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven), the payment of a (constructive) dividend

(Gewinnausschüttung) or the repayment of statutory capital reserves (Rückzahlung von gesetzlichen Kapitalreserven) by such Swiss Guarantor or would otherwise be restricted under Swiss corporate law then applicable to such

Swiss Guarantor (the “Restricted Obligations”), the following provisions shall apply:

(i) The

aggregate liability of a Swiss Guarantor for Restricted Obligations under its Note Guarantee, this Supplemental Indenture and the Indenture shall be limited to the extent and in the maximum amount of its freely disposable equity (frei

verfügbares Eigenkapital) at the point in time such Swiss Guarantor’s obligations fall due (including, without limitation, any statutory reserves which can be transferred into unrestricted, distributable reserves) (the

“Available Swiss Amount”), provided that this is a requirement under applicable law and practice at that time; and provided further that such limitation (as may apply from time to time or not) shall not

(generally or definitively) release such Swiss Guarantor from performing Restricted Obligations in excess thereof, but merely postpone the performance date therefor until such times as performance is again permitted notwithstanding such limitation.

The Available Swiss Amount shall be determined in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the relevant Swiss Guarantor on

the basis of an audited interim balance sheet as of that time.

(ii) In respect of Restricted Obligations, the relevant

Swiss Guarantor shall (and, with respect to sub-paragraph (d) below, each obligor shall), as concerns the payment under any guarantee or indemnity assumed by the relevant Swiss Guarantor under this

Supplemental Indenture in case the Swiss Guarantor is obliged to pay Swiss Withholding Tax in relation thereto by applicable law (including tax treaties) in force at the relevant time:

(a)

use best efforts to procure that such payment can be made to discharge Restricted Obligations without deduction

of Swiss Withholding Tax by discharging the liability to Swiss Withholding Tax by notification pursuant to applicable law (including tax treaties) rather than payment of Swiss Withholding Tax;

(b)

if the notification procedure pursuant to sub-paragraph (a) above

does not apply, deduct Swiss Withholding Tax at such rate (currently 35% at the date of this Supplemental Indenture) as is in force from time to time from any such payment or enforcement proceeds used to discharge Restricted Obligations, and pay,

without delay, any such Swiss Withholding Tax deducted to the Swiss Federal Tax Administration;

(c)

notify the Trustee that such notification or, as the case may be, deduction has been made, and provide the

Trustee with evidence that such a notification of the Swiss Federal Tax Administration has been made or such Swiss Withholding Tax deducted has been paid to the Swiss Federal Tax Administration, as the case may be; and

(d)

in the case of a deduction of Swiss Withholding Tax use its best efforts to ensure that it or any person, which

is entitled to a full or partial refund of Swiss Withholding Tax deducted from such payment, will, as soon as possible after such deduction:

(1)

request a refund of Swiss Withholding Tax under applicable law (including tax treaties); and

(2)

pay to the Trustee upon receipt any amount so refunded.

(iii) If the enforcement of the obligations of a Swiss Guarantor under its

Note Guarantee, this Supplemental Indenture or the Indenture would be limited due to the effects set out in this Section 3, such Swiss Guarantor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon

request by the Trustee, (A) write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not

necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig) and/or (B) reduce its share capital to the minimum allowed under then applicable law and/or (C) revaluate any hidden reserves ( to the extent permitted by

Swiss law), provided that such actions are permitted under the Indenture.

(iv) Immediately after having been

requested to perform Restricted Obligations under its Note Guarantee, this Supplemental Indenture or the Indenture, a Swiss Guarantor shall, and any parent company of such Swiss Guarantor shall procure that such Swiss Guarantor will:

(A) if and to the extent requested by the Trustee or required under then applicable Swiss law, provide the Trustee, promptly, with (i) an

interim up-to-date balance sheet audited by its statutory auditors, (ii) the determination by the statutory auditors of the Available Swiss Amount based on such

interim audited balance sheet and (iii) a confirmation from the statutory auditors of such Swiss Guarantor that the Available Swiss Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and

legal reserves;

(B) take such further corporate and other action which may be necessary as a matter of Swiss law at the time of the

enforcement of the obligations under its Note Guarantee, this Supplemental Indenture or the Indenture (such as board and shareholder approvals and the receipt of any confirmations from its statutory auditors) in order to approve and allow a prompt

payment under such Note Guarantee, this Supplemental Indenture or the Indenture

Amount in accordance with clause (A) above, procure that any amounts received or collected by the Trustee under and in connection with Restricted Obligations under its Note Guarantee, this Supplemental Indenture or the Indenture in excess of

the Available Swiss Amount shall be retransferred to it as soon as possible and, if not already done so, be paid up to the Available Swiss Amount (less, if required, any Swiss Withholding Tax) to the Trustee (or its agent, designee or bailee);

and/or

(D) take all such other measures necessary or useful to allow the relevant Swiss Swiss Guarantor to make payments as agreed

hereunder with a minimum of limitations.

Swiss Withholding Tax means the tax imposed based on the Swiss Federal Act on

Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), as amended.

(5) Limitations Applicable

to Luxembourg Guarantors. The following provisions shall apply in the case of any Guaranteeing Party organized under the laws of Luxembourg (a “Luxembourg Guarantor”):

(a) Notwithstanding anything to the contrary in this Supplemental Indenture or the Indenture, the obligations and liabilities

of any Luxembourg Guarantor under its Note Guarantee for the obligations of any Issuer or any other Guarantor that is not a direct or indirect Subsidiary of such Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding

95% of the higher of:

(i) the sum of (A) such Luxembourg Guarantor’s own funds

(capitaux propres) (as referred to in Annex I to the Grand-Ducal Regulation dated December 18, 2015 defining the form and content of the presentation of balance sheet and profit and loss account (the “Grand Ducal

Regulation”), and enforcing the Luxembourg law of 19 December 2002 on the register of commerce and companies, and the accounting and annual accounts of companies, as amended (the “Own Funds”)) and

(B) such Luxembourg Guarantor’s debt which is subordinated in right of payment (whether generally or specifically) to any claim of any Holder or the Trustee under such Note Guarantee, this Supplemental Indenture or the Indenture (recorded

in any of the categories of the debt section (dettes) of Annex I to the Grand Ducal Regulation) (the “Intra-Group Debt”), in each case as determined on the basis of the latest annual accounts of such Luxembourg

Guarantor, duly established in accordance with applicable accounting rules, available as at the date of this Supplemental Indenture; and

(ii) the sum of (A) the Luxembourg Guarantor’s Own Funds and (B) the Intra-Group Debt, in each case as

determined on the basis of the then latest available annual accounts of such Luxembourg Guarantor, duly established in accordance with applicable accounting rules, available as at the date such Luxembourg Guarantor is required to make a payment

under its Note Guarantee.

(b) Where, for the purpose of the above determination:

(i) no duly established annual accounts are available for the relevant reference period (which will include a situation where,

in respect of the determinations to be made above, no final annual accounts have been established in due time in respect of the then most recently ended financial year); or

(ii) the relevant annual accounts do not adequately reflect the status of the Own Funds and/or the Intra-Group Debt as

envisaged above,

the relevant Luxembourg Guarantor shall provide to the Trustee within 20 Business Days of the date on which such

Luxembourg Guarantor is required to make a payment under its Note Guarantee (or such longer period as the Trustee may agree) any unaudited interim accounts (as of the date of the then most recent financial quarter) or annual accounts (as applicable)

signed by the relevant Luxembourg Guarantor’s authorized signatories and duly established in accordance with applicable accounting rules pursuant to which the Own Funds and/or the Intra-Group Debt will be determined. If the relevant Luxembourg

Guarantor does not provide such unaudited interim accounts in accordance with the preceding sentence, the Trustee may appoint an independent auditor (réviseur d’entreprises agréé) or an independent reputable

investment bank which shall undertake the determination of the relevant Luxembourg Guarantor’s Own Funds and/or Intra-Group Debt.

order to prepare such determination, the independent auditor (réviseur d’entreprises agréé) or the independent reputable investment bank shall take into consideration the most recently available annual accounts of

such Luxembourg Guarantor in accordance with applicable accounting rules and taking into consideration such elements and facts available to the independent auditor (réviseur d’entreprises agréé) or the independent

reputable investment bank at such time, including, without limitation, any recent valuation of the assets of such Luxembourg Guarantor and any Persons in which it has a direct or indirect equity interest (if available), the market value of the

assets of such Luxembourg Guarantor and any Persons in which it has a direct or indirect equity interest as if sold between a willing buyer and a willing seller as a going concern using a standard market multi criteria approach combining market

multiples, book value, discounted cash flow or comparable public transaction of which price is known (taking into account circumstances at the time of the valuation and making all necessary adjustments to the assumption being used) and acting in a

reasonable manner.

Indenture shall not apply to any proceeds from the Notes made available, directly or indirectly, in any form whatsoever, to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Parties shall have any

liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Parties) under the Notes, any Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such

obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Jurisdiction; Consent to Service of Process. Each party hereto irrevocably and unconditionally submits, for itself and its

or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted

by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Nothing in this Supplemental Indenture shall affect any right that the parties hereto may otherwise have to bring any action or proceeding relating to this Supplemental Indenture against any party hereto or its properties in the courts of any

jurisdiction.

(8) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK.

(9) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy

shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture shall include images of manually

executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign). The use of

electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability

as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic

Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

(10) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

(11) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of

this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Parties.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed, all as of the date first above written.

ISSUERS:

CYPRIUM CORPORATION

By:

/s/ Robert S. Hoeppner

Name: Robert S. Hoeppner

Title: Treasurer

CYPRIUM HOLDINGS LUXEMBOURG S.À R.L.

By:

/s/ Darren Michael Byrka

Name: Darren Michael Byrka

Title: Manager

[Signature Page to

First Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed, all as of the date first above written.

CYPRIUM SWISS HOLDINGS LIMITED

By:

/s/ Darren Michael Byrka

Name: Darren Michael Byrka

Title: Director

APTIV MANUFACTURING MANAGEMENT SERVICES GMBH

By:

/s/ Eoin Paul Muldowney

Name: Eoin Paul Muldowney

Title: Member of the Management Board

CYPRIUM TREASURY GMBH

By:

/s/ Darren Michael Byrka

Name: Darren Michael Byrka

Title: Chairperson of the Management Board

CYPRIUM US HOLDINGS, LLC

By:

/s/ Rachel Vicotria Friedenberg

Name: Rachel Vicotria Friedenberg

Title: Assistant Secretary

[Signature Page to

Subsequent Guarantors’ Supplemental Indenture]

CYPRIUM US SERVICES GENRAL PARTNERSHIP

By:

/s/ Rachel Victoria Friedenberg

Name: Rachel Victoria Friedenberg

Title: Assistant Secretary

CYPRIUM INTERNATIONAL SERVICES COMPANY, LLC

By:

/s/ Rachel Victoria Friedenberg

Name: Rachel Victoria Friedenberg

Title: Assistant Secretary

CYPRIUM LLC

By:

/s/ Rachel Victoria Friedenberg

Name: Rachel Victoria Friedenberg

Title: Assistant Secretary

APTIV INTERNATIONAL HOLDINGS 2 (LUXEMBOURG) S.À.R.L.

By:

/s/ Eoin Paul Muldowney

Name: Eoin Paul Muldowney

Title: Manager

APTIV MEXICAN HOLDINGS (US) LLC

By:

/s/ Rachel Victoria Friedenberg

Name: Rachel Victoria Friedenberg

Title: Manager

[Signature Page to

Subsequent Guarantors’ Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

By:

/s/ David Jason

Name: David Jason

Title: Vice President

[Signature Page

to First Supplemental Indenture]

EX-10.1

Filename: d52176dex101.htm · Sequence: 6

EX-10.1

Exhibit 10.1

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

and between

APTIV PLC

and

VERSIGENT LIMITED

Dated as

of March 30, 2026

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS TRANSITION SERVICES AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT

WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND

(ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 30, 2026, by and between APTIV PLC, a

public limited company formed under the laws of Jersey (“Parent”), and VERSIGENT LIMITED, a private limited company formed under the laws of Jersey (“SpinCo”). Each of SpinCo and Parent is referred to

herein as a “Party” and collectively as the “Parties”.

WITNESSETH

WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of March 30, 2026

(the “Separation and Distribution Agreement”), pursuant to which Parent and SpinCo have agreed that Parent will transfer the SpinCo Business to SpinCo and distribute the shares in SpinCo to the shareholders of Parent on the

terms and conditions set forth in the Separation and Distribution Agreement;

WHEREAS, solely in order to facilitate the orderly

transfer and continuation of the SpinCo Business and the operation of the SpinCo Business by SpinCo for a transitional period not to exceed the Term, Parent has agreed to, and has agreed to cause certain of its Affiliates to, provide SpinCo and its

Subsidiaries the Services (as defined herein);

WHEREAS, solely in order to facilitate the operation of the Parent Business by

Parent and its Affiliates, SpinCo has agreed to, and has agreed to cause its Subsidiaries to, provide Parent and its Affiliates the Services during the Term;

WHEREAS, neither SpinCo nor Parent intends, by the terms and conditions hereof, to create an ongoing service relationship with the

other with respect to the Services for a duration of time exceeding the Term; and

WHEREAS, SpinCo and Parent intend to terminate

the Service relationships contemplated hereby no later than expiration of the Term.

NOW, THEREFORE, in consideration of entering

into the Separation and Distribution Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1

Definitions. For purposes of this Agreement, capitalized terms shall have the meanings set forth in the body of this Agreement or as set forth below in this Section 1.1. To the extent any capitalized terms are not

defined herein, they shall have the meanings set forth in the Separation and Distribution Agreement.

“Cost” means,

with respect to a Service, either (a) the monthly service fees and other amounts set forth in Exhibit 2.1(a) or Exhibit 2.1(b) or (b) for Services contained in

Exhibit 2.1(a) or Exhibit 2.1(b) for which prices are specified as “billed as incurred”, their actual cost based on the cost formula specified for each Service in

Exhibit 2.1(a) or Exhibit 2.1(b), including where applicable, the increase in the monthly service fees for the relevant Service as provided in

Exhibit 2.1(a) or Exhibit 2.1(b); in each case as adjusted in accordance with Section 2.3 of this Agreement.

“Consents” means any consents, approvals or amendments to existing

agreements of any Service Provider necessary to allow a Service Provider to provide the Services to a Service Recipient.

“Data” means all data or information (a) submitted by a Service Recipient to the applicable Service Provider for

processing or transmission in connection with the Services or (b) generated by the Services.

“Data Protection

Legislation” means all national, federal, state and local privacy, data protection or other laws and regulations applicable to the processing of Personal Information.

“Service” means (a) each service provided by Parent or its Affiliates to SpinCo or its Subsidiaries pursuant to

Section 2.1(a) and (b) each service provided by SpinCo or its Subsidiaries to Parent or its Affiliates pursuant to Section 2.1(b), in each case, as separately identified in Exhibit

2.1(a) or Exhibit 2.1(b), as applicable.

“Service Baseline Period”

means the six (6) month period preceding the Distribution Date.

“Service Provider” means (a) Parent or its

applicable Affiliate, in connection with Services provided by such Person in its capacity as a provider of Services pursuant to Section 2.1(a) of this Agreement, and (b) SpinCo or its applicable Subsidiary, in

connection with Services provided by such Person in its capacity as a provider of Services pursuant to Section 2.1(b) of this Agreement.

“Service Recipient” means (a) SpinCo or its applicable Subsidiary, in connection with Services received by such Person

in its capacity as a recipient of Services pursuant to Section 2.1(a) of this Agreement, and (b) Parent or its applicable Affiliate, in connection with Services received by such Person in its capacity as a recipient of

Services pursuant to Section 2.1(b) of this Agreement.

“Service Term” means, with respect to

a Service, the applicable term as set forth in Exhibit 2.1(a) or Exhibit 2.1(b).

“Subsidiary” of any Person means (a) any corporation or other organization, whether incorporated or unincorporated, of

which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other

organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries and (b) joint ventures set forth on Schedule 1.1(a) hereto and such other joint ventures that Parent confirms in writing

will be recipients of Services under this Agreement.

“Systems” means a Person’s hardware, firmware, networks,

platforms, servers, interfaces, applications, websites or any other systems.

ARTICLE 2

SERVICES

2.1

Types of Services.

(a) For up to twenty-four (24) months from the Distribution Date (the “Term”), Parent

will, and will cause certain of its Affiliates to, provide to SpinCo and its Subsidiaries certain Services (except that, Parent and its Affiliates shall be excused from performing to the extent that Services cannot be performed as a result of:

(x) SpinCo’s or its applicable Subsidiary’s failure to perform, or failure to cause to be performed, any necessary Excluded Services; and (y) changes in the operation of the SpinCo Business after the Distribution Date), in each

case: (i) only as described in Exhibit 2.1(a) to this Agreement; (ii) other than as expressly set forth in Exhibit 2.1(a), only consistent with past practice and the Level of

Services existing during the Service Baseline Period; (iii) other than as set forth in Exhibit 2.1(a), only as offered by Parent and its Affiliates to their own operations at the time the applicable Services are provided under

this Agreement (provided that Parent and its Affiliates will not eliminate a Service prior to the end of the applicable Service Term set forth in Exhibit 2.1(a), unless otherwise agreed in writing by the relevant Service

Recipient, and will use commercially reasonable efforts to provide the relevant Service Recipient at least thirty (30) days advance notice of any significant changes); and (iv) for a period not to exceed the Service Term for a particular

Service.

(b) During the Term, SpinCo will, and will cause its Subsidiaries to, provide to Parent and its Affiliates, certain Services

(except that, SpinCo and its Affiliates shall be excused from performing to the extent that Services cannot be performed as a result of: (x) Parent’s or its applicable Subsidiary’s failure to perform, or failure to cause to be

performed, any necessary Excluded Services; and (y) changes in the operation of the Parent Business after the Distribution Date), in case of each of (x) and (y): (i) only as described on Exhibit 2.1(b) to this

Agreement; (ii) other than as expressly set forth in Exhibit 2.1(b), only to the extent necessary for the continued operation of the Parent Business, in the ordinary course consistent with past practice and the Level of Services

as existed during the Service Baseline Period; (iii) other than as set forth in Exhibit 2.1(b), only as offered by SpinCo and its Affiliates to their own operations at the time the applicable Services are provided under this

Agreement (provided that SpinCo and its Affiliates will not eliminate a Service prior to the end of the applicable Service Term set forth in Exhibit 2.1(b), unless otherwise agreed in writing by the relevant Service

Service.

that are not expressly set forth in (A) Exhibit 2.1(a) to this Agreement, including those services set forth in Exhibit 2.1(c) (in each case, with respect to the Services provided to

SpinCo or its Subsidiaries) or (B) Exhibit 2.1(b) to this Agreement (with respect to the Services provided to Parent or its Affiliates); provided, that the foregoing shall not limit the Parties’ ability to

agree to provide Additional Services in accordance with Section 2.2 below; and (ii) unless extended by the written agreement of Parent and SpinCo in accordance with Section 2.3 below, Services

whose Service Term has expired in accordance with the terms of this Agreement.

(d) Other than as expressly set forth in Exhibit 2.1(a), Service Provider

shall not be obligated to perform or to cause to be performed any Service (i) for any business other than the SpinCo Business or the Parent Business, as applicable, (ii) in a manner that is materially more burdensome (with respect to

service quality or quantity) than analogous services provided by Parent for or within its own organization or group or (iii) in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services

provided by Parent to the SpinCo Business ((i) to (iii) collectively referred to as the “Level of Service”) during the Service Baseline Period. A Service shall be deemed materially more burdensome if, among other items, its

usage or the resources necessary to provide the Service exceed the usage or the resources required to provide analogous services to Service Provider’s own organization or the Parent Business or the SpinCo Business, as applicable, during the

Service Baseline Period, or if Service Provider is required to hire new employees, engage new contractors or make capital investments in respect of such Service greater than the maximum number of employees or contractors dedicated at any time to

analogous services, or investments made by Service Provider with respect to analogous services, during the Service Baseline Period. If Service Recipient requests that Service Provider perform or cause to be performed any Service that exceeds the

Level of Service during the Service Baseline Period, including any acquisition or upgrade of technology, software or information systems, and Service Provider is willing to consider providing such requested higher Level of Service, then the Parties

shall cooperate and act in good faith to determine (i) whether Service Provider will provide such requested higher Level of Service and (ii) the Cost of providing such requested Higher Level of Service. If and to the extent that the

Parties determine that Service Provider shall provide the requested higher Level of Service, then such higher Level of Service shall be documented in a supplement to the Exhibits hereto, reflecting the scope of such Service and the Cost thereof.

Each such supplement, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the

Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(e) In the event that SpinCo

and Parent agree that for the provision of local country Services it is necessary or desirable to enter into a local contract, then, at the request of either SpinCo or Parent, SpinCo and Parent shall cause, respectively, the applicable Service

Provider and Service Recipient in each such country to execute a “Participation Agreement” in a form materially consistent with the template attached hereto as Exhibit 2.1(e). The

Parties agree to cooperate in implementing any such Participation Agreement in a manner that does not subject the applicable Service Provider to income taxes in a jurisdiction other than those jurisdictions under the laws of which such Service

Provider is organized or is, before the implementation of such Participation Agreement, a tax resident.

2.2 Additional

Services.

(a) Both Parties, working together and using commercially reasonable efforts, have attempted to identify and

specifically enumerate in Exhibit 2.1(a) and Exhibit 2.1(b) all Services necessary to be provided to Service Recipients in order to ensure the

uninterrupted operation of the SpinCo Business and the Parent Business following the Distribution Date.

(b) If a Service Recipient requires Excluded Services to support the continued operation of

the SpinCo Business or the Parent Business, as applicable, and a Service Provider is willing to consider providing such services (the “Additional Services”), Parent and SpinCo will negotiate in good faith to determine if a Service

Provider can provide the Additional Services upon mutually agreed terms and conditions; provided, however, that Service Provider shall have no obligation to provide Additional Services unless and until it agrees to do so in writing and

that if terms satisfactory to the relevant Service Provider have not been agreed to within thirty (30) days after commencing such negotiations, Service Provider shall have no further obligation to negotiate with respect to such Additional

Services.

shall the provision of Additional Services pursuant to this Section 2.2 extend the Service Term of any Service otherwise provided under Section 2.1, nor shall any Additional Service provided

pursuant to this Section 2.2 be provided beyond the end of the Term. In addition, unless otherwise agreed in writing by the Parties, the performance of Additional Services, and the performance of any Services from and after

the scheduled date of expiration of the applicable Service Terms, shall not create any obligations to continue providing such Additional Services or Services of extended duration.

(d) In the event that due to extenuating circumstances, such as a need to maintain the operation of the SpinCo Business or Parent Business,

(i) either (x) Service Recipient requests any Additional Services or (y) Service Provider notifies Service Recipient that it believes such Additional Services are required and Service Recipient does not object to the provision of such

Additional Services in writing within five (5) business days and (ii) there is insufficient time or opportunity (as determined by Service Provider in its reasonable discretion) to negotiate the price and terms of such Additional Service in

accordance with the provisions hereof (any such Additional Service, an “Emergency Service”), then Service Provider may, in its sole discretion, elect to provide such Emergency Service without the Parties’ prior agreement on

the price and terms thereof. Until such time as Service Provider and Service Recipient agree in writing to the price of such Emergency Service, the price therefor shall be (x) the cost thereof, as determined by Service Provider in its

reasonable discretion, plus (y) ten percent (10%) of such cost. If Service Provider and Service Recipient have not agreed in writing to the price of such Emergency Service within thirty (30) days of such Emergency Service initially being

provided to Service Recipient (or such earlier time upon the request of either Party), then the price determination for such Emergency Service shall be resolved as promptly as reasonably practicable in accordance with the dispute resolution

provisions hereof set forth in Section 12.6.

2.3 Price of Services. Services shall be provided by a

Service Provider, and Service Recipient shall pay the relevant Service Provider for the Services, at the Cost identified on Exhibit 2.1(a) or Exhibit 2.1(b), except that if a Service Provider

provides any Service at the request of or with the written consent of the Service Recipient following the expiration of the applicable Service Term, the Cost of such Service shall be increased as follows: (a) for the first three (3) months

after the expiration of the Service Term of such Service, the Cost shall be increased by twelve and one-half percent (12.5%) above the Cost set forth on Exhibit 2.1(a) or

Exhibit 2.1(b), as applicable, (b) for the following three (3) months, the Cost shall be increased by twenty-five percent (25%) above the Cost set forth on Exhibit

2.1(a) or Exhibit 2.1(b), as applicable, (c) for the following three (3) months, the Cost shall be increased by fifty percent (50%) above the Cost

set forth on Exhibit 2.1(a) or Exhibit 2.1(b), as applicable, and (d) thereafter the Cost shall

be increased by one hundred percent (100%) above the Cost set forth on Exhibit 2.1(a) or Exhibit 2.1(b), as applicable; provided that, for the avoidance of doubt, in no event shall

any Service Term extension exceed the expiration of the Term. If (i) the cost of any Service provided by a third party is increased or decreased (or Service Provider’s own cost with respect to any Service is increased or decreased as a

result of a third party’s change in costs) or (ii) any extension shall require Service Provider to incur additional costs to extend or renew fixed term licenses or subscriptions in order to provide such extended Service, Service Provider

shall provide written notice to the Service Recipient of such cost increase or decrease (or additional licenses or subscription costs, as applicable), together with Service Provider’s good faith determination of the amount of such increase or

decrease (or additional license or subscription costs, as applicable), and the Cost will be adjusted in accordance with such determination. If Service Recipient disagrees with such determination, the Service Provider and Service Recipient shall

discuss in good faith whether a further adjustment is appropriate.

2.4 Terms of Payment.

(a) Generally. Any invoice for amounts owed by a Party to another hereunder shall be paid by the relevant Service Recipient within

thirty (30) days after receipt of such invoice from Service Provider. For Services that include variable costs, the respective Service Provider will provide the respective Service Recipient with a reconciliation of amounts owed based on actual

Services provided during the preceding month. If the estimated amounts paid with respect to Services that include variable costs exceed the actual amount owed with respect to such Services provided during a given month, Service Recipient will

receive a credit for such excess amount paid in the next month’s invoice (or if all Services have terminated, such amount shall be paid within thirty (30) days after termination). Likewise, if the estimated amounts paid with respect to

Services that include variable costs are less than the actual amount owed with respect to such Services provided during a given month, Service Recipient will pay such deficiency as part of the next month’s invoice (that will include such

deficiency) or as part of the final invoice issued after all Services used by Service Recipient have terminated. All payments under this Agreement shall be made by electronic funds transfer of immediately available funds to such bank account of the

respective Service Provider as identified by Parent (for Services provided by Parent or its Affiliates) or by SpinCo (for Services provided by SpinCo or its Subsidiaries). All amounts due for Services rendered pursuant to this Agreement shall be

invoiced and paid in the currency in which the rate for such Service is quoted, as set forth in Exhibit 2.1(a) or Exhibit 2.1(b).

(b) Dispute Resolution. A Service Recipient may not withhold any payments to a Service Provider under this Agreement,

notwithstanding any dispute that may be pending between the Parties, whether under this Agreement or otherwise (any required adjustment being made on subsequent invoices). If there is a dispute between a Service Recipient and a Service Provider

regarding the amounts shown as billed to a Service Recipient on any invoice, such Service Provider shall furnish to the respective Service Recipient reasonable documentation to substantiate the amounts billed, including listings of the dates, times

and amounts of the Services in question where applicable and to the extent practicable. Upon delivery of such documentation, Service Recipient and Service Provider shall cooperate and use commercially reasonable efforts to resolve such dispute among

themselves. If such disputing Parties are unable to resolve the dispute within thirty (30) days of the initiation of such resolution procedures, and Service Recipient believes in

good faith and with a reasonable basis that the amounts shown as billed to Service Recipient are inaccurate or are otherwise not in accordance with the terms of this Agreement, then the Parties

will resolve such dispute pursuant to the general dispute resolution procedures set forth in Section 12.6. For the avoidance of doubt, Service Recipient may not offset disputed amounts from one invoice against any other

payments due to Service Provider under any other invoices under this Agreement or any other agreements between the Parties.

2.5

Disbursements, Advances. Any necessary disbursements to third party vendors, employees (of a Service Recipient) or suppliers (including prepayments) to be made by a Service Provider on behalf of a Service Recipient in connection with

the performance of the Services (“Disbursements”) will be included in the invoice for the month in which such Disbursements will be paid. Notwithstanding the foregoing, Disbursements that are greater than one hundred thousand U.S.

Dollars ($100,000) per country that are due in a given month, must, at Service Provider’s election, be paid in advance in order for the Services to be provided. Service Provider shall provide Service Recipient with written notice of any such

projected Disbursements, including the projected due date for such Disbursements. Service Recipient shall transfer, on or before the projected due date of a Disbursement, immediately available funds to a bank account identified by Service Provider.

2.6 Performance of Excluded Services. The relevant Service Recipient shall, at its sole cost and expense, perform, or cause to be

performed, all Excluded Services which are necessary to its continued operation or the performance of the Services by the applicable Service Provider(s); provided, however, that a Service Recipient may elect not to perform, or cause to

be performed, any Excluded Service, if such nonperformance would not: (a) increase the Cost of any Service provided by a Service Provider under this Agreement, a Participation Agreement or a similar agreement between the Parties or their

Affiliates; (b) increase the resources required to perform any Service; or (c) result in any increased liability exposure to any Service Provider or any of its Affiliates or any other party other than a Service Recipient or its Affiliates.

Notwithstanding anything herein to the contrary, no Service Provider shall have any obligation to perform any Service to the extent that such Service is dependent in a material respect upon the performance of an Excluded Service that a Service

Recipient elects not to perform or cause to be performed.

2.7 Correction of Processing Errors. Each Service Recipient is

responsible from and after the Distribution Date for: (a) the accuracy and completeness of all Data; and (b) any errors in and with respect to data or information obtained from Service Provider to the extent caused by any inaccurate or

incomplete Data submitted by a Service Recipient.

2.8 Service Recipient’s Obligations. Service Recipient

shall: (a) maintain in good operating condition all equipment, software and operational features maintained or controlled by a Service Recipient and used in the provision of, or necessary for the receipt or delivery of, the Services, in a

manner consistent with the practice for maintenance of all equipment, software and operational features as of the Distribution Date; (b) appropriately enhance (i.e., improve or upgrade and not fix or patch) any equipment, software and

operational features maintained or controlled by a Service Recipient, as may be necessary for such equipment, software and operational features to be compatible with any systems used by the applicable Service Provider after the Distribution Date in

connection with providing Services in a manner consistent with provision of such Services during the Service Baseline Period, it being agreed that (i) within ten

(10) days after the applicable Service Provider has notified Service Recipient that an enhancement is necessary in order to maintain the required compatibility, Service Recipient shall develop

and deliver to Service Provider a plan, for Service Provider’s approval, to complete all such enhancements (at Service Recipient’s sole cost and expense) within the time required by Service Provider; provided, that where either

Party believes that an enhancement will result in material expenditure by Service Recipient, the Parties shall discuss in good faith the proposed timing of any necessary enhancement with Service Recipient in an effort to avoid unnecessary expense on

the part of Service Recipient; provided, further, that Service Provider makes no assurances that timing considerations will be accommodated; (ii) Service Recipient shall complete such enhancements in accordance with the plan

approved by Service Provider; and (iii) if Service Recipient has not implemented the enhancements necessary to permit it to receive the relevant Services by the time Service Provider has notified Service Recipient that the enhancements must be

implemented, Service Provider shall have no obligation to provide Services until Service Recipient has made the necessary enhancements; (c) be solely responsible for any stranded or incremental costs and expenses, if any, incurred by Service

Recipient or Service Provider resulting from any termination of a Service prior to the expiration of the applicable Service Term, as applicable, including any severance costs and other expenses incurred, resulting or arising from or in connection

with the early termination of any Service and any costs and expenses incurred as a result of pre-existing obligations to third parties for the period between the effective date of an early termination of a

Service and the date on which the applicable Service Term had originally been scheduled to expire (including all license and subscription fees or other pre-existing payment obligations that would have

constituted Costs hereunder) that cannot (without cost to Service Provider) be terminated, cancelled, or in Service Provider’s discretion, redeployed; (d) comply with any policies and reasonable instructions provided by the applicable

Service Provider that are necessary or desirable for Service Provider to provide the Services in accordance with this Agreement; (e) in the case of SpinCo and its Subsidiaries, make available to Parent the books and records that were

transferred to SpinCo by Parent or its Affiliates pursuant to the Separation and Distribution Agreement to the extent necessary for Parent or its Affiliates to perform its obligations under this Agreement; and (f) be responsible for its pro-rata share (as determined by Service Provider in its reasonable discretion) of the costs of replacement, repair and maintenance of any equipment or other assets provided by a Service Provider (and owned by a

Service Provider or a third party) to a Service Recipient which are necessary for the provision of Services hereunder.

2.9 Nature of

Services; Limitations on Performance.

(a) The Parties acknowledge and agree that the Services are transitional in nature. Service

Recipient agrees to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from Service Provider to Service Recipient (or its designee) as soon as commercially practicable after the

Distribution Date, but in any event before the end of the Service Term for such Service. The Parties agree to use reasonable efforts to assist and cooperate in good faith with each other in order to effectuate such transition of the Services from

Service Provider to Service Recipient (or its designee) in a timely and orderly manner.

(b) Nothing in this Agreement shall require Service Provider to perform or cause to be

performed any Service to the extent that Service Provider reasonably believes that the manner of such performance would constitute (i) a breach, violation or infringement of, or a default under, any of the terms, conditions or provisions of any

agreement, instrument, contract, obligation or undertaking that was entered into by such Service Provider prior to the date of this Agreement or (ii) a violation of any applicable Law. If Service Provider reasonably believes that the manner of

performance would constitute a violation on the part of Service Provider, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such violation, and Service Provider and Service Recipient will use their

commercially reasonable efforts to jointly seek an alternative that addresses such violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary third party consents required under any

existing contract or agreement with a third party or under applicable Law to allow Service Provider to perform, or cause to be performed, all Services to be provided by Service Provider hereunder in accordance with the standards set forth in this

Agreement; provided, that Service Provider shall have no obligation to provide Services where a consent has not been obtained or an alternative arrangement has not been agreed by the Parties in accordance with

Section 3.1 of this Agreement.

with the terms of this Agreement due to a capacity shortage, governmental actions or other event beyond the reasonable control of the applicable Service Provider, such Service Provider shall provide the affected Service to the Service Recipients and

the Service Provider’s Affiliates (as applicable) on a pro-rata, non-discriminatory basis unless otherwise agreed to by the Parties in writing and, to the extent

the Cost of providing the affected Service is more or less than the Cost set forth in Exhibit 2.1(a) or Exhibit 2.1(b) for such Service, Service Provider shall adjust the Cost of such affected Service on an equitable non-discriminatory basis within thirty (30) days after such capacity shortage occurs.

(d) Service

Provider shall have the right from time to time to temporarily suspend (or cause to be suspended) a Service due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements or any other reasonable

matters to the extent such matters affect the operations, businesses or divisions of the applicable Service Provider or its Affiliates receiving the same services and the applicable Service Recipient on a

non-discriminatory basis (a “Service Suspension”), to the extent Service Provider, in its reasonable judgment, determines such action is necessary.

2.10 Third Party Service Providers. A Service Provider shall have the right to engage the services of contractors, subcontractors,

vendors or other third party providers (each, a “Third Party Service Provider”) to deliver or assist the Service Provider in the provision of any Service. Service Provider shall (or shall cause its Affiliates to) supervise the

performance of such Third Party Service Providers to ensure that the Service meets the requirements of this Agreement, and Service Recipient shall cooperate with any such Third Party Service Provider in connection therewith.

2.11 Access. Subject to the terms and conditions of this Agreement, the Service Recipient shall, and shall cause its Affiliates to,

(i) make available on a timely basis to the Service Provider all information and materials reasonably requested by Service Provider in order to perform its obligations under this Agreement and (ii) allow Service Provider reasonable access

to the facilities and Systems of the Service Recipient, in each case, necessary for Service Provider to fulfill its obligations under this Agreement.

ARTICLE 3

CONSENTS; HARDWARE AND SOFTWARE; MIGRATION

3.1 Required Consents. The applicable Service Provider shall use commercially reasonable efforts to obtain any Consents. The

applicable Service Recipient shall pay, or, at Service Provider’s request, reimburse Service Provider for, the cost of obtaining the Consents and any fees or charges associated with the Consents or with any transfers of computer equipment

leases or software licenses to a Service Recipient, including, but not limited to, any additional license, sublicense, access or transfer fees or any additional incurred pass-through costs. Without limiting the foregoing, neither Party shall under

any circumstance be required to (and Service Provider shall not, without the prior written consent of Service Recipient) pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise,

including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to obtain any Consents. Service Recipient acknowledges that there can be no assurance that Service

Provider will be able to obtain the Consents. Unless otherwise agreed in writing in advance by the Parties, all reasonable out of pocket costs and expenses (if any) incurred by Service Recipient or any of its Subsidiaries or, with Service

Recipient’s prior written consent, Service Provider or any of its Subsidiaries in connection with obtaining any such Consent that is required to allow Service Provider to perform or cause to be performed such Services shall be borne solely by

Service Recipient; provided, however, that in the event Service Recipient does not agree to bear any Consent fees payable by Service Provider or any of its Subsidiaries, then Service Provider and its Subsidiaries shall be relieved of

their obligations to perform or cause to be performed any Services requiring such Consent. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Consent, or the

performance of such Service by Service Provider would constitute a violation of any applicable Law, upon Service Recipient’s request, Service Provider will reasonably cooperate with Service Recipient to identify and use commercially reasonable

efforts to implement, a work-around or other alternative arrangement for any affected Service(s) that is reasonably acceptable to each Party and that enables Service Provider to perform or cause to be performed such Service or an analogous service

without obtaining such required Consent or violating any applicable Law; provided, that (i) Service Recipient shall be responsible for all fees and costs associated with any such work-around or alternative arrangement, including, for the

avoidance of doubt, any additional pass-through costs that are actually incurred by the Service Provider, (ii) Service Provider shall not be required to undertake any activities that increase, in any material respect, the resources required of

it to perform the Service(s), and (iii) Service Recipient acknowledges that any such work-around or alternative arrangement may adversely impact the standards for provision of the Services set forth in Section 2.1(a),

and Service Provider shall not be liable for any breach of this Agreement that results from the adoption of any such work-around or alternative arrangement.

3.2 Additional Hardware and Software. No Service Provider shall be obligated to purchase, license, lease or otherwise

obtain the right to use any hardware or software in order to provide Services that exceed the level of such Services during the Service Baseline Period. Service Recipient shall be responsible for obtaining, at Service Recipient’s sole expense,

any hardware, firmware, software or other licenses or equipment it needs in order to receive the Services.

3.3 Migration.

(a) The Parties have agreed upon a plan for the migration away from Parent of each Service

being provided to SpinCo on the Systems in a smooth, efficient and risk-mitigating manner prior to the expiration of each Service Term as set forth on Exhibit 3.3 hereto (the “SpinCo Migration Plan”). Responsibility

for SpinCo’s migration off of those Systems shall be as set forth in the SpinCo Migration Plan.

(b) The relevant Service Recipient

shall provide updates as reasonably requested by Service Provider to allow the relevant Service Provider to monitor the current status of Service Recipient’s efforts to establish replacement or alternative programs and services in substitution

for all Services provided by the relevant Service Providers to assure timely completion of such efforts.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1 Third-Party Licenses; License Grant.

(a) With respect to any third-party Intellectual Property, data, Software or Software-based services that are provided or accessed under, or as

part of, a Service, each Service Recipient shall comply with the terms and conditions of the vendor/licensor agreement under which the applicable Service Provider obtains a license, access, or other right to such Intellectual Property, data,

Software or Software-based Service (“Third-Party IP License”), including providing timely, reasonable, and good faith cooperation at Service Recipient’s cost and expense to Service Provider and such vendor/licensor in

connection with any audit, review, certification, or compliance assessment that relates to Service Recipient’s use of any such Services (such as providing access to relevant Systems and records (e.g., logs and usage data) necessary to

demonstrate compliance, making available appropriate subject-matter experts and personnel to support audit inquiries, and provide supporting documentation or attestations). Service Recipient shall promptly

notify Service Provider of any audit-related requests it receives in respect of the Services. Service Recipient shall work collaboratively and in good faith with Service Provider to support the preparation and implementation of any corrective

actions necessitated by the findings of any such audit, and shall promptly and at its own cost and expense remediate any adverse findings attributable to Service Recipient’s use of the applicable Service. Service Recipient’s obligations

under this section shall survive the Term as applicable for the duration of any vendor/licensor’s rights under Third-Party IP Licenses related to Service Recipient’s use of the Services.

(b) Subject to the terms and conditions of this Agreement and any applicable Third-Party IP Licenses, each Party, on behalf of itself and its

Affiliates, hereby grants, and shall cause its permitted subcontractors to grant, to the other Party and its Affiliates, a limited, royalty-free, worldwide, non-sublicensable (except to third-party

subcontractors, solely to the extent required for the receipt or provision, as the case may be, of any Service in accordance with the terms hereof), non-exclusive,

non-transferable sublicense, solely for the duration of any applicable Service, to use the Intellectual Property licensed to such Party or any of its Affiliates under such Third-Party IP License, solely to the

extent necessary for the applicable Service Recipient to receive and use the Services during the applicable Service Term. For clarity, (i) no license is granted hereunder to any Intellectual Property to the extent a consent or approval therefor

required and not obtained in accordance with Section 3.1, and (ii) royalties or fees payable to any third-party licensors due to Service Recipient’s receipt

of the foregoing license shall be a Cost payable by Service Recipient hereunder. Other than as may be expressly set forth on Exhibit 2.1(a) or Exhibit 2.1(b), as applicable, nothing

contained in this Agreement shall be deemed to grant either Party of its Affiliates, by implication, estoppel or otherwise, any license rights, ownership rights or other rights in any Intellectual Property owned by the other Party (or any Affiliate

or permitted subcontractor of the other Party).

4.2 Developed Intellectual Property.

(a) All Intellectual Property created or developed by the applicable Service Provider solely on Service Recipient’s behalf in the course

of and as part of providing the Services in connection with this Agreement (“Work Product”) shall be owned by the Service Recipient, unless (i) otherwise explicitly agreed to between the parties or (ii) such created or

developed Intellectual Property constitutes a modification, improvement, update, or derivative (an “Improvement”) of any Intellectual Property existing and owned or controlled by the Service Provider as of the date hereof or

otherwise developed or acquired by the Service Provider outside of this Agreement, in which case, such Improvement will be owned by Service Provider. Work Product to be owned by the Service Recipient shall be deemed a “work made for

hire” under applicable Law. Any and all other Intellectual Property created or developed by a Party in the performance of or receipt of Services hereunder shall be owned by such Party.

(b) Without limiting the foregoing, to the extent any Intellectual Property vests in a Party in contravention of

Section 4.2(a), such Party hereby irrevocably assigns and transfers all right, title and interest in such Intellectual Property to the other Party or its designee. The Parties shall take any and all commercially reasonable

actions and execute any and all other documents reasonably necessary to perfect, confirm and record each Party’s ownership of Intellectual Property as contemplated in this Section 4.2.

ARTICLE 5

DATA

AND THIRD PARTY ASSETS

5.1 All data provided by a Service Provider hereunder shall be in the form used by the applicable Service

Provider as of the Distribution Date, except to the extent such form may be altered by modifications or enhancements of Service Provider’s systems. Unless furnished to Service Provider by a Service Recipient, all media upon which Service

Recipient’s Data is stored is and shall remain the property of Service Provider. Special reports and other non-conforming data requests will be provided only if Service Provider and Service Recipient

enter into a separate agreement with respect thereto.

ARTICLE 6

DISCLAIMER

6.1

WITHOUT LIMITING THE INDEMNITY EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES SHALL BE PROVIDED BY EACH SERVICE PROVIDER “AS-IS”, AND EACH SERVICE PROVIDER EXPRESSLY

DISCLAIMS TO THE FULL EXTENT PERMISSIBLE BY LAW ALL OTHER WARRANTIES, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE, AS TO THE NATURE OR STANDARD OF THE SERVICES OR PRODUCTS OF THE SERVICES WHICH ANY OF THEM MAY PROVIDE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF

MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER SPINCO NOR ITS AFFILIATES, ON THE ONE HAND, NOR PARENT NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS

AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES OR ANY LOST PROFITS OR DAMAGES CALCULATED BASED ON A MULTIPLE OF PROFITS, REVENUE OR ANY OTHER FINANCIAL METRIC, IN EACH

CASE, ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM).

ARTICLE 7

INDEMNIFICATION

7.1 Indemnification. Subject to the next sentence, SpinCo and Parent, as applicable, shall cause each Service Recipient to defend,

indemnify and hold the relevant Service Provider harmless from any and all Liabilities suffered or incurred by Service Provider in connection with any and all demands, audits, Actions and causes of action to the extent arising from or relating to:

(a) the Services provided to such Service Recipient pursuant to this Agreement; (b) any actions taken by any Service Provider in connection with such Services or this Agreement; (c) a Service Recipient’s failure to perform, or

cause to be performed, any Excluded Services; or (d) the actions of any employee, representative or agent of a Service Recipient (including death, personal injury and/or property damage), in each case except to the extent that such Liabilities

arose solely from the gross negligence or willful misconduct of any Service Provider or their respective Representatives (any demands, audits, Actions and causes of action to the extent arising under paragraphs (a) through (d) above, a

“Claim”). SpinCo and Parent, as applicable, shall cause each Service Provider to indemnify the applicable Service Recipient to the extent of Liabilities caused by such gross negligence or willful misconduct; provided,

however, that each Party and its respective Service Providers’ aggregate maximum liability to the other Party and its respective Service Recipients under this Agreement shall not exceed the aggregate fees received by Parent and its

affiliated Service Providers pursuant to this Agreement; provided, further, that SpinCo shall indemnify Parent without limitation for all liabilities arising in connection with the SpinCo Migration Plan or SpinCo’s failure to

complete the migration in accordance with the SpinCo Migration Plan.

7.2 Sole and Exclusive Remedies. Each Party

acknowledges and agrees that the indemnification provided in this Article 7 shall be the sole and exclusive remedy of the Parties hereto and their Affiliates and their respective successors or assigns in respect of any claim for Liabilities

arising under or out of this Agreement.

7.3 Procedures. The provisions of Section 6.05 of the Separation and Distribution

Agreement shall apply to indemnification claims under this Agreement mutatis mutandis.

ARTICLE 8

FORCE MAJEURE

8.1

Except for any payment obligations of either Party to the other Party, if a Service Provider or Service Recipient is hindered, delayed or prevented from performing its obligations under this Agreement, or if such performance is rendered impossible

by reason of any force majeure event, which shall be deemed to include fire, explosion, earthquake, storm, flood, drought, embargo, pandemic, war or other hostilities, strike, lockout or other labor disturbance, mechanical breakdown, governmental

action, or any other cause that is beyond the reasonable control of a Service Provider or Service Recipient, then the Party so hindered, delayed or prevented shall not be liable to the other Party for the resulting failure to carry out its

obligations hereunder.

ARTICLE 9

TERM AND TERMINATION

9.1 Term. Unless earlier terminated pursuant to the provisions of this Article 9, or extended by written

agreement of the Parties with respect to any one or more of the Services, or parts thereof (which the Parties agree shall only be extended subject to the Service cost escalators set forth in Section 2.3 hereof), this

Agreement shall expire at the end of the Term.

9.2 Termination for Default. If either Party fails to perform any of its material

duties or obligations pursuant to this Agreement and such breach is not cured within fifteen (15) days, in the event such breach involves the payment of money, or within thirty (30) days, with respect to any other breach, after notice to

such Party specifying the nature of such failure, the other Party may terminate this Agreement in its entirety, or with respect to any or all of the Services provided by such Party, upon further notice to the defaulting Party.

9.3 Termination Upon Agreement. A Service Recipient may request to terminate this Agreement in respect of any or all of the Services

provided to such Service Recipient by a Service Provider by providing a minimum of forty-five (45) days (or such longer period as may be set forth in Exhibit 2.1(a) or Exhibit 2.1(b) with respect to a particular

Service) prior written notice to the applicable Service Provider in the form of a Service cancellation notice materially consistent with the format attached as Exhibit 9.3 (“Cancellation Notice Form”);

provided, however, that if a Service Recipient provides such Cancellation Notice Form to the applicable Service Provider with respect to any Service, Service Recipient may not request Service Provider to provide such Service beyond the

date specified in such Cancellation Notice Form. Service Provider shall consult in good faith with Service Recipient in connection with any such requested termination (including by providing any estimates of costs and expenses that Service Recipient

would be required to bear pursuant to this Section 9.3 in the event of such a termination), and following such consultation, if such termination is approved by Service Provider, Service Recipient may terminate such Service.

Notwithstanding a Service Recipient’s right to terminate this Agreement with respect to any particular Service as set forth in this Section 9.3, the relevant Service Recipient shall work with the relevant Service

Provider to develop a plan for the timing and coordination of the orderly discontinuance of each Service and Service Recipient shall bear all documented out-of-pocket

costs and expenses incurred by Service Provider in connection with such discontinuance of Service, including, for the avoidance of doubt, any costs payable by Service Recipient pursuant to Section 2.8(c) of this Agreement;

provided, that Service Provider shall cooperate with Service Recipient in good faith to minimize the incurrence of any additional costs and expenses in connection with such discontinuance of Service.

9.4 Effect of Termination. Upon: (a) the expiration or termination of this

Agreement; (b) termination of the provision of any Services pursuant to Section 9.2; or (c) the termination of any Services pursuant to Section 9.3, the Parties shall pay all costs and

other sums owed to the other for the terminated Services provided or reimbursement of excess payments through the date of such expiration or termination on the payment terms set forth in Section 2.4; provided, that

any costs which are thereafter determined to be due and payable with respect to such Services shall be invoiced to the owing Party and paid on the payment terms set forth in Section 2.4.

ARTICLE 10

CONFIDENTIALITY AND DATA PRIVACY

10.1 All written confidential or proprietary information and documentation clearly marked “Proprietary” or other similar marking

and all employee and payroll data or other information that would reasonably be understood to be confidential (the “Confidential Information”) relating to either Party or its Affiliates shall be held in confidence by the other

Party or its Affiliates to the same extent and in at least the same manner as such Party protects its own confidential or proprietary information of a similar nature. Subject to the exceptions provided in this Article 10,

neither Party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other Party in any form to, or for the use or benefit of, any Person without the other Party’s approval. Each Party shall,

however, be permitted to disclose relevant aspects of the other Party’s Confidential Information to its officers, agents and employees and to the officers, agents and employees of its Affiliates to the extent that such disclosure is reasonably

necessary to the performance of its duties and obligations or the exercise of its rights under this Agreement; provided, that such Party shall take all reasonable measures to ensure that Confidential Information of the other Party is not

disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents and employees. The obligations in this Article 10 shall not: (a) restrict any disclosure by either Party pursuant to

any applicable Law of any Governmental Authority (provided that the disclosing Party shall endeavor to give such notice to the non-disclosing Party as may be reasonable under the circumstances); and

(b) apply with respect to information that: (i) is independently developed by the other Party; (ii) becomes part of the public domain (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to

a third party free of any obligation of confidentiality; or (iv) either Party gained knowledge of, or possession of, free of any obligation of confidentiality.

10.2 Each Party shall comply with the terms of Exhibit 10.2 and with all applicable Laws (including state, federal

and foreign privacy and Data Protection Legislation) that are or that may in the future be applicable to the provision of Services hereunder, including as related to any Personal Information.

ARTICLE 11

GOVERNANCE

11.1

TSA and Service Manager. Each of Parent and SpinCo shall designate a person within their respective organization to be the person responsible for all matters relating to the consummation of this Agreement (the “SpinCo TSA

Manager” and the “Parent TSA Manager” and each, a “TSA Manager”). The Parties may also agree for one or more Services to designate a person responsible for all matters and communication concerning the

respective Service (“Service Manager”), including for managing and coordinating the performance of the respective Service. Parent and SpinCo, and each Service Provider and Service Recipient may change its designated TSA Manager or

Service Manager from time to time, and inform the respective other Party, Service Provider or Service Recipient, as the case may be, in writing about such change.

ARTICLE 12

MISCELLANEOUS PROVISIONS

12.1 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given

(a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after transmittal by electronic mail (followed by delivery of an original

via overnight courier service) or (d) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as

follows:

if to SpinCo, to:

Versigent PLC

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: [***]

Email: [***]

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

Versigent PLC

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: [***]

Email: [***]

if to Parent, to:

Aptiv PLC

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: [***]

Email: [***]

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

Aptiv PLC

Spitalstrasse 5

8200 Schaffhausen, Switzerland

Attention: [***]

Email: [***]

12.2 Either Party may, by notice to the other Party, change the address and identity of the

Person to which such notices and copies of such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party’s right to serve process in any other manner permitted by Law (including pursuant to the

rules for foreign service of process authorized by the Hague Convention).

12.3 Waivers of Default. No failure or delay of any Party

(or the applicable member of its Group) in exercising any right or remedy under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or

discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of

this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

12.4 Amendments. No provisions

of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

12.5 Expenses. Except as otherwise expressly provided herein, each Party shall pay its own expenses incident to this Agreement and the

transactions contemplated herein.

12.6 Governing Law; Dispute Resolution; WAIVER OF JURY TRIAL.

(a) This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement

of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of

Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

(b) Section 11.02 and Section 11.03 of the Separation and Distribution Agreement shall apply to all Disputes arising out of or relating to

this Agreement, mutatis mutandis.

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING

FROM THIS AGREEMENT AND ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS,

(II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 12.6(c).

12.7 Assignment; Successors and Assigns;

No-Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however,

that no Party may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for

(a) the assignment of a Party’s right to provide Services and receive payment under this Agreement to a Subsidiary of such Party; provided, that the assigning Party shall not be relieved of any of its obligations hereunder and

(b) the assignment of a Party’s rights and obligations under this Agreement in connection with (i) a change of control of such Party or (ii) any sale or disposition of substantially all of the assets or lines of business of such

Party, in each case, so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

No provision of this Agreement is intended to confer any rights, benefits, remedies or Liabilities hereunder upon any person other than the Parties and their respective successors and permitted assigns.

12.8 Counterparts; Effectiveness.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become

effective when one or more counterparts have been signed by each Party and delivered to each other Party.

(b) Each Party acknowledges that

it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature,

agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it shall as promptly as reasonably

practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

12.9

Entire Agreement. This Agreement and the exhibits, annexes and schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions,

writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein.

12.10 Severability. If any provision of this Agreement or the application thereof to

any Person or circumstance is determined by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances, or in jurisdictions

other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions

contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such

arbitrator or court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

12.11 Relationship of the Parties. The relationship of the Parties, or any Service Provider and any Service Recipient, to each other is

that of independent contractors and neither Party nor its agents or employees shall be considered employees or agents of the other Party. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or

grant of a franchise between Parent and SpinCo or any Service Provider and any Service Recipient. Neither Party shall have the right to bind the other Party to any obligations to third parties.

12.12 Access to Parent Systems.

(a) In the event that employees of SpinCo or any of its Subsidiaries are provided access to the Systems of Parent or any of its Affiliates in

connection with the provision or receipt of Services, SpinCo will cause such employees to sign and deliver to Parent a reasonable confidentiality agreement acceptable to Parent, and will ensure such employees (i) abide by Parent’s rules,

regulations and policies applicable to such employees’ access to and use of such Systems (copies of which will be provided or made available to SpinCo and such employees) and (ii) not disable, damage or otherwise impair in any material

respect the operation of the Systems. SpinCo shall ensure that any such access granted by Parent shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement, or as otherwise determined by the

Parties, and shall access and use only those portions of the Systems for which SpinCo has been granted the right to access and use.

(b) In

the event that either Party or any of its Affiliates becomes aware of any actual or reasonably suspected cyber incident that is reasonably likely to adversely affect the performance, delivery or receipt of the Services or the Systems (including any

data thereon), then such Party shall, as soon as reasonably practicable, notify the other Party of such cyber incident. In the event of a vulnerability or a cyber incident for which Parent reasonably believes the Systems (or any data thereon) have

been or could be compromised by a malicious threat actor, SpinCo agrees that Parent may take all steps it deems necessary and appropriate to remediate the vulnerability or the cyber incident, including termination of or blocking SpinCo’s and

its personnel’s access to the Systems. SpinCo shall cooperate with Parent in investigating any apparent unauthorized access to the Systems, and shall complete all remediation reasonably required by SpinCo to remediate a vulnerability or

contain a cyber incident, and prevent any reoccurrence.

to the Systems, or deny personnel of SpinCo access to its Systems, upon notice to SpinCo if Parent reasonably believes that such personnel have violated the requirements set forth in this Section 12.12 (including if Parent

reasonably believes SpinCo or any of its personnel has failed to comply with the security guidelines of Parent or is a security concern), or that any unauthorized personnel has accessed the Systems or any portion of a System, in each case until such

time as SpinCo has remedied such non-compliance or other issue in a manner satisfactory to Parent. If any Service is terminated, SpinCo’s access to the System required solely in connection with the

performance of or delivery of such terminated Service shall also be terminated. SpinCo shall ensure that all such employees comply with such agreements and this Section 12.12, and shall be jointly and severally liable with

such employees for any breaches thereof.

12.13 Headings. The article, section and paragraph headings contained in this Agreement

are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

12.14 Conflict. In

case of any conflict between the terms and conditions of this Agreement and any Exhibit, the terms and conditions of the Exhibit shall govern.

12.15 Survival. The provisions of Section 2.3, Section 2.4,

Section 2.5, Section 2.9, Section 3.1, Section 4.2, Article 6, Article 7,

Article 8, Section 9.4, Article 10 and Article 12 shall survive the expiration or the termination of this Agreement.

12.16 Tax Matters.

(a)

Sales Tax or Other Transfer Taxes. All sums payable under this Agreement are exclusive of value added tax, sales tax, service tax and turnover tax that may be levied in any jurisdiction which shall (if and to the extent applicable with

respect to a Service) be payable by Service Recipient of such Service. Each of Service Providers and Service Recipients shall be liable for its own income taxes.

(b) Withholding Tax or Other Similar Taxes. If any withholding or deduction from any payment under this Agreement by any Service

Recipient in relation to any Service is required in respect of any taxes pursuant to any applicable Law, such Service Recipient shall: (i) gross up the amount payable such that the applicable Service Provider receives an amount equal to the

amount owed in respect of that Service, net of the withholding or deduction; (ii) deduct such tax from the amount payable to such Service Provider; (iii) timely pay the deducted amount referred to in clause (ii) to the relevant

Governmental Authority (including any taxing authority); and (iv) promptly forward to such Service Provider a withholding tax certificate evidencing such timely payment.

(c) Cooperation. Each Service Recipient and each Service Provider shall take reasonable steps to cooperate to minimize the imposition

of, and the amount of, taxes described in this Section 12.16 (including through the provision of relevant forms or other documents).

12.17 Independent Contractors. Nothing contained herein is intended or shall be deemed to make any Party or its respective Affiliates

the agent, employee, partner or joint venture of any other Party or its Affiliates or be deemed to provide such Party or its Affiliates with the power or authority to act on behalf of the other Party or its Affiliates or to bind the other Party or

its Affiliates to any Contract, agreement or arrangement with any other individual or entity. A Service Provider hereunder shall act as an independent contractor and not as the agent of the Service Recipient in performing such Service, maintaining

control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, state, local or foreign.

12.18 Rules of Construction. Interpretation of this Agreement shall be governed by

the rules of construction set forth in Section 11.10 of the Separation and Distribution Agreement.

12.19 Non-Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by

reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement),

may be made only against (and are expressly limited to) the entities that are expressly identified as Parties to this Agreement and their respective Affiliates. No Person who is not a Party, including any past, present or future director, officer,

employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Party, or any director, officer, employee, incorporator, member, partner, manager,

stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or

granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to, this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation,

execution, performance, or breach; and, to the maximum extent permitted by Law, each Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly

authorized representatives.

APTIV PLC

By:

/s/ Varun Laroyia

Name: Varun Laroyia

Its: Executive VP & CFO

VERSIGENT LIMITED

By:

/s/ Timothy Seitz

Name: Timothy Seitz

Its: Director

[Signature Page to TSA]

EX-10.2

Filename: d52176dex102.htm · Sequence: 7

EX-10.2

Exhibit 10.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

BY AND BETWEEN

APTIV PLC

AND

VERSIGENT LIMITED

DATED AS OF MARCH 30, 2026

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN

THIS TAX MATTERS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN

CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITION OF TERMS

ARTICLE II ALLOCATION OF AND INDEMNIFICATION FOR TAX LIABILITIES AND TAX-RELATED LOSSES

Section 2.01

General Rule

Section 2.02

General Allocation Principles

Section 2.03

Allocation Conventions

ARTICLE III PREPARATION AND FILING OF TAX RETURNS

Section 3.01

Parent Separate Returns and Joint Returns

Section 3.02

SpinCo Separate Returns

Section 3.03

Tax Reporting Practices

Section 3.04

Protective Section 336(e) Election

Section 3.05

SpinCo Carrybacks and Claims for Refund

Section 3.06

Apportionment of Tax Attributes

Section 3.07

UK Group Relief

Section 3.08

Allocation of Employment Taxes

ARTICLE IV TAX PAYMENTS

Section 4.01

Taxes Shown on Tax Returns

Section 4.02

Adjustments Resulting in Underpayments

Section 4.03

Indemnification Payments

ARTICLE V TAX BENEFITS

Section 5.01

Tax Refunds

Section 5.02

Other Tax Benefits

ARTICLE VI INTENDED TAX TREATMENT

Section 6.01

Representations and Warranties

Section 6.02

Restrictions Relating to the Distribution

Section 6.03

Additional Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions

Section 6.04

Liability for Specified Separation Taxes and Tax-Related Losses

ARTICLE VII ASSISTANCE AND COOPERATION

Section 7.01

Assistance and Cooperation

Section 7.02

Tax Return Information

Section 7.03

Reliance by Parent

Section 7.04

Reliance by SpinCo

Section 7.05

Other Separation Taxes

ARTICLE VIII TAX RECORDS

Section 8.01

Retention of Tax Records

Section 8.02

Access to Tax Records

Section 8.03

Preservation of Privilege

ARTICLE IX TAX CONTESTS

Section 9.01

Notice

Section 9.02

Control of Tax Contests

ARTICLE X SURVIVAL OF OBLIGATIONS

ARTICLE XI TAX TREATMENT OF INTEREST

ARTICLE XII GROSS-UP OF INDEMNIFICATION

PAYMENTS

ARTICLE XIII DISPUTE RESOLUTION

Section 13.01

Tax Disputes

Section 13.02

Legal Disputes

Section 13.03

Injunctive Relief

Section 13.04

Specific Performance

Section 13.05

Venue for Injunctive Relief and Specific Performance Claims by Parent

ARTICLE XIV GENERAL PROVISIONS

Section 14.01

Conflicting Agreements

Section 14.02

Reserved.

Section 14.03

Interest on Late Payments

Section 14.04

Counterparts

Section 14.05

Successors

Section 14.06

Application to Present and Future Subsidiaries

Section 14.07

Governing Law

Section 14.08

Assignability

Section 14.09

Further Assurances

Section 14.10

Survival

Section 14.11

Severability

Section 14.12

Amendments

Section 14.13

Headings

Section 14.14

Waivers of Default

Section 14.15

Continuity of Service and Performance

Section 14.16

Notices

Section 14.17

Interpretation

Section 14.18

Distribution Date

iii

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of March 30, 2026 by and between Aptiv PLC,

a Jersey public limited company (“Parent”) and Versigent Limited, a Jersey private limited company and wholly owned subsidiary of Parent (“SpinCo”). Parent and SpinCo are each a “Party” and

are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.

RECITALS

WHEREAS, Parent,

acting together with its Subsidiaries, currently conducts the Parent Business and the SpinCo Business and the board of directors of Parent has determined that it is appropriate, desirable and in the best interests of Parent and its stockholders to

separate the Parent Business from the SpinCo Business in the manner described in the Separation and Distribution Agreement, dated as of March 30, 2026, by and between the Parties (such agreement, as amended, the “Separation

Agreement” and such separation the “Separation”) and, following the Separation, to undertake the Distribution;

WHEREAS, the Parties intend that the Distribution will qualify as a distribution under Section 355(a) of the Internal Revenue Code of

1986, as amended (the “Code”); and

WHEREAS, Parent and SpinCo desire to set forth their agreement on the rights and

obligations of Parent and SpinCo and the members of the Parent Group and the SpinCo Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior

to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties

hereby agree as follows:

ARTICLE I

DEFINITION OF TERMS

For

purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

1.01.01 “Active

Business” shall mean any business relied on to satisfy (i) the active trade or business requirement of Section 355(b) of the Code (taking into account Section 355(b)(3) of the Code) or (ii) the continuity of business

enterprise requirements under Treasury Regulations Section 1.355-3 and Treasury Regulations Section 1.368-1(d), in each case, to the extent identified as such

in the Tax Materials.

1.01.02 “Adjustment Request” means any formal or informal claim or

request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if

applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

1.01.03 “Affiliate” has the meaning set forth in the Separation Agreement.

1.01.04 “Agreement” means this Tax Matters Agreement.

1.01.05 “Ancillary Agreement” has the meaning set forth in the Separation Agreement; provided,

however, that for purposes of this Agreement, this Agreement shall not constitute an Ancillary Agreement.

1.01.06

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

1.01.07 “Capital Stock” means all

classes or series of capital stock of a Person, including (i) common stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in such Person for U.S. federal

Income Tax purposes.

1.01.08 “Closing of the Books Method” means the apportionment of items between portions of a Tax

Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to

adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution, as determined by Parent in its sole and absolute discretion; provided that any items not susceptible to such

apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Tax Period.

1.01.09

“Code” has the meaning set forth in the recitals to this Agreement.

1.01.10 “Controlling Party” has

the meaning set forth in Section 9.02(c) of this Agreement.

1.01.11 “Dispute” has the meaning

set forth in the Separation Agreement.

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

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

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

1.01.15 “Final Allocation” has the meaning set forth in Section 3.06(b) of this Agreement.

1.01.16 “Final Determination” means the final resolution of liability for

any Tax, which resolution may be for a specific issue or adjustment or for any Tax Period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the

taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent

that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as

the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of

the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which

such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including

by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Parties.

1.01.17 “Governmental Authority” has the meaning set forth in the Separation Agreement.

1.01.18 “Group” means (a) with respect to Parent, the Parent Group, and (b) with respect to SpinCo, the SpinCo

Group, as the context requires.

1.01.19 “Income Tax” means any and all U.S. federal, state, local and foreign income,

franchise or similar Taxes imposed on (or measured by) net income or net profits, including any interest, penalties, additions to Tax or additional amounts in respect of the foregoing.

1.01.20 “Incremental Other Separation Taxes” has the meaning set forth in Section 6.05 of this

Agreement.

1.01.21 “Intended Tax Treatment” means the qualification of (x) the Distribution as a distribution

under Section 355(a) of the Code, in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code (and neither Section 355(d) nor Section 355(e) of the Code causes such

stock to be treated as other than “qualified property” for such purposes), (y) each of the Swiss demergers of Aptiv Technologies AG, Aptiv Manufacturing Management Services GmbH and Aptiv PLC as a

tax-neutral reorganization in accordance with Swiss tax law as described in the Swiss Tax Rulings, and (z) each of the transactions undertaken pursuant to the Separation identified on Schedule B

(including, for the avoidance of doubt, the Internal Spin-Off) as the tax treatment specified for each such transaction therein under applicable Tax Law. The term “Intended Tax Treatment” will, as

applicable, also include the qualification of each transaction described in clauses (x), (y) and (z) above under comparable provisions of state or local Tax Law, or, in the case of clauses (y) and (z), foreign Tax Law.

1.01.22 “Internal Spin-Off” means the transactions undertaken pursuant to the

Separation and comprising the U.S. Group Separation as set forth on Schedule B.

1.01.23 “IRS” means the U.S. Internal

Revenue Service or any successor agency.

1.01.24 “Joint Return” means any Tax Return that includes, by election or

otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

1.01.25 “Law”

has the meaning set forth in the Separation Agreement.

1.01.26 “Liabilities” has the meaning set forth in the

Separation Agreement.

1.01.27 “Loss” has the meaning set forth in Section 5.02 of this

Agreement.

1.01.28 “Non-Controlling Party” has the meaning set forth in

Section 9.02(c) of this Agreement.

1.01.29 “Notified Action” has the meaning set forth in

Section 6.03(a) of this Agreement.

1.01.30 “OECD” means The Organisation for Economic Co-operation and Development.

1.01.31 “OECD Pillar Two Model Rules” means the rules

published by the OECD on or about December 20, 2021 in the document “OECD/G20 Base Erosion and Profit Shifting Project Tax Challenges Arising from Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two):

Inclusive Framework on BEPS”.

1.01.32 “Other Separation Taxes” means any Taxes imposed on the Parent Group or the

SpinCo Group in connection with the Separation Transactions, other than Specified Separation Taxes.

1.01.33 “Parent”

has the meaning set forth in the preamble to this Agreement.

1.01.34 “Parent Business” has the meaning set forth in the

Separation Agreement.

1.01.35 “Parent Disqualifying Act” means, with respect to any Specified Separation Taxes, any

breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement.

1.01.36 “Parent Group” has the meaning set forth in the Separation Agreement.

1.01.37 “Parent Separate Return” means any Tax Return of or including any member of the Parent Group (including any

consolidated, combined or unitary return) that does not include any member of the SpinCo Group.

1.01.38 “Parent Stock”

has the meaning set forth in the Separation Agreement.

1.01.39 “Parties” and “Party” have the

meaning set forth in the preamble to this Agreement.

1.01.40 “Past Practices” has the meaning set forth in

Section 3.03(a) of this Agreement.

1.01.41 “Payment Date” means, with respect to a Tax Return, (A) the

due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

1.01.42 “Payor” has the meaning set forth in Section 4.03(a) of this Agreement.

1.01.43 “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint

stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal Income

Tax purposes.

1.01.44 “Pillar Two Rule(s)” means the OECD Pillar Two Model Rules, including any associated guidance,

published by the OECD, and/or any related or similar national or international (incl. supranational) laws of any jurisdiction (in particular the Swiss Ordinance on the minimum taxation of large groups of companies of December 22, 2023

(Mindestbesteuerungsverordnung, / Ordonnance sur l’imposition minimale)), in each case as issued, amended or replaced from time to time, or as substituted or superseded and overruled by any law, statute, ordinance, regulation or the

like as in force from time to time.

1.01.45 “Pillar Two Taxes” means any Tax imposed under any Pillar Two Rules,

including for the avoidance of doubt any Tax which is suffered by reason of the disallowance of any deduction or relief, or any other adjustment required, pursuant to any Pillar Two Law.

1.01.46 “Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any

Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

1.01.47 “Post-Distribution

Ruling” has the meaning set forth in Section 6.02(c).

1.01.48

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including

the Distribution Date.

1.01.49 “Prime Rate” means the interest rate equal to the prime rate as determined in

Section 2.03(d)(iii)(3) of the Separation Agreement.

1.01.50 “Prior Group” means any group that filed or was

required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as

permitted by Section 1501 of the Code) that includes at least one member of the SpinCo Group.

1.01.51 “Privilege”

means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and

any privilege relating to internal evaluation processes.

1.01.52 “Proposed Acquisition Transaction” means a transaction or series

of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated

thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would

merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock,

respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated

thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or

(ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the

foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a

Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a

transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the

non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be

interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

1.01.53 “Proposed Allocation” shall have the meaning set forth in Section 3.06(b) of this

Agreement.

1.01.54 “Representation Letters” means the representation letters of officers of Parent and/or SpinCo (or

any of their Affiliates), provided to any Tax Advisor in connection with any Tax Opinion issued in connection with the Separation Transactions.

1.01.55 “Required Party” has the meaning set forth in Section 4.03(a) of this Agreement.

1.01.56 “Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing

such Tax Return under this Agreement.

1.01.57 “Restricted Period” shall mean the period beginning on the Distribution

Date and ending on the two (2)-year anniversary of the day after the Distribution Date.

1.01.58 “Retention Date” has

the meaning set forth in Section 8.01 of this Agreement.

1.01.59 “Section 6.02(b)(v) Acquisition Transaction”

has the meaning set forth in Section 6.02(b)(v).

1.01.60 “Separation” means,

collectively, all of the transactions undertaken to separate the SpinCo Business from the Parent Business in connection with the Distribution.

1.01.61 “Separation Agreement” has the meaning set forth in the recitals to this Agreement.

1.01.62 “Separation Transactions” has the meaning set forth in the Separation Agreement.

1.01.63 “Specified Separation Taxes” means any and all Taxes incurred solely as a result of the failure of any of the

Separation Transactions to qualify for the Intended Tax Treatment of such Separation Transaction.

1.01.64 “SpinCo” has

the meaning provided in the preamble to this Agreement.

1.01.65 “SpinCo Business” has the meaning set forth in the

Separation Agreement.

1.01.66 “SpinCo Carryback” means any net operating loss, net capital loss, excess Tax credit, or

other similar Tax item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

1.01.67 “SpinCo Disqualifying Act” shall mean (a) any action (or the failure to take any action) by any member of the

SpinCo Group after the Distribution (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution

involving the SpinCo Capital Stock or any stock or assets of any member of the SpinCo Group or (c) any breach by any member of the SpinCo Group after the Distribution of any representation, warranty or covenant made by them in this Agreement,

that, in each case, would adversely affect, jeopardize or prevent the Intended Tax Treatment; provided, however, that the term “SpinCo Disqualifying Act” shall not include any action required by the Separation Agreement, or

any Ancillary Agreement or that is undertaken pursuant to the Separation or the Distribution.

1.01.68 “SpinCo Group”

has the meaning set forth in the Separation Agreement.

1.01.69 “SpinCo Separate Return” means any Tax Return of or

including any member of the SpinCo Group (including any consolidated, combined or unitary return) that does not include any member of the Parent Group.

1.01.70 “SpinCo Stock” has the meaning set forth in the Separation Agreement.

1.01.71 “Straddle Period” means any Tax Period that begins before and ends after the Distribution Date.

1.01.72 “Subsidiary” has the meaning set forth in the Separation Agreement.

1.01.73 “Swiss Ordinance” means the Swiss Federal Ordinance on the

Minimum Taxation of Large Groups of Companies of 22 December 2023 (Mindestbesteuerungsverordnung / Ordonnance sur l’imposition minimale), including any implementing provisions, ordinances, regulations, administrative guidance or circulars

issued thereunder by any competent Swiss authority, as amended, replaced or restated from time to time, and any successor legislation implementing or giving effect to the OECD/G20 Pillar Two framework in Switzerland.

1.01.74 “Swiss Tax Rulings” means all Swiss Tax Rulings filed with the Schaffhausen Cantonal Tax Authorities and the Swiss

Federal Tax Administration in connection with the Separation, including the tax residency rulings filed on 12 September 2025 and update filed on 30 October 2025 and confirmed on 3 November 2025 by the Schaffhausen Cantonal Tax

Authorities and filed on 12 September 2025 and confirmed on 17 November 2025 by the Swiss Federal Tax Administration (ruling and refund division); the transaction rulings filed on 12 September 2025 and update filed on 3 November

2025 and confirmed on 28 November 2025 as well as an update filed on 10 March 2026 and confirmed on 12 March 2026 by the Schaffhausen Cantonal Tax Authorities and the transaction rulings filed on 12 September 2025 and confirmed

on 30 September 2025 as well as an update filed on 23 February 2026 and confirmed on 2 March 2026 (ruling division) and 17 November 2025 (refund division) by the Swiss Federal Tax Administration; the insurance stamp duty on

insurance premiums ruling filed on 22 January 2026 and confirmed on 3 February 2026 by the Swiss Federal Tax Administration, the VAT ruling filed on 12 September 2025 and confirmed on 24 November 2025; and the financing ruling

filed on 22 January 2026 and confirmed on 24 February 2026 by the Swiss Federal Tax Administration.

1.01.75

“Tax” or “Taxes” means (i) any and all income, gross income, gross receipts, profits, Pillar Two Taxes, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment,

disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee,

assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing,

(ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any consolidated, combined, unitary or similar group or being (or having been) included or

required to be included in any Tax Return related thereto and (iii) liability for the payment of any amount of the type described in clause (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume

or succeed to the liability of any other Person. For the avoidance of doubt, Tax includes any increase in Tax as a result of a Final Determination.

1.01.76 “Tax Advisor” means a Tax counsel or accountant, in each case of recognized national standing, acceptable to Parent

in its sole and absolute discretion.

1.01.77 “Tax Attribute” means a net operating loss, net capital loss, unused

investment credit, unused foreign Tax credit (including credits of a foreign company under Section 902 of the Code), excess charitable contribution, general business credit, research and development credit, earnings and profits, basis,

statutory capital contribution reserves in accordance with art. 5 para. 1bis Swiss Withholding Tax Act dated 13 October 1965 or any other Tax Item that could reduce a Tax or create a Tax

Benefit.

1.01.78 “Tax Authority” means, with respect to any Tax, the Governmental

Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

1.01.79 “Tax Benefit” means any refund, credit, loss, deduction, offset or other item that causes reduction in otherwise

required liability for Taxes.

1.01.80 “Tax Contest” means an audit, review, examination, contest, litigation,

investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

1.01.81 “Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

1.01.82 “Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

1.01.83 “Tax Materials” shall have the meaning set forth in Section 6.01(a).

1.01.84 “Tax Opinions” means any opinions of Tax Advisors deliverable to Parent in connection with the Distribution or any

other Separation Transaction.

1.01.85 “Tax Period” means, with respect to any Tax, the period for which the Tax is

reported as provided under the Code or other applicable Tax Law.

1.01.86 “Tax Records” means any (i) Tax Returns,

(ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on

electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or

otherwise relating to Taxes.

1.01.87 “Tax Related Costs and Expenses” shall mean, with respect to Taxes, all

accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection

with such Taxes.

1.01.88 “Tax-Related Losses” means, with respect to Taxes,

(i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in

connection with such Taxes and (ii) all costs, expenses and damages associated with shareholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability

of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of any of the Separation Transactions to qualify for the Intended Tax Treatment or the defense against any challenge by

the IRS or any other Tax Authority to the Intended Tax Treatment of any Separation Transaction, even if such Separation Transaction ultimately is determined to so qualify.

1.01.89 “Tax Return” means any report of Taxes due, any claim for refund

of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits,

or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

1.01.90

“Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

1.01.91

“Transaction Related Tax Contest” shall mean any Tax Contest in which the IRS, another Taxing Authority or any other party asserts a position that could reasonably be expected to (a) adversely affect, jeopardize or prevent

(i) the Intended Tax Treatment or (b) otherwise affect the amount of Taxes imposed with respect to any of the Separation Transactions, as determined in each case by Parent, in its sole and absolute discretion.

1.01.92 “Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the

relevant Tax Period.

1.01.93 “UK Group Relief” means (i) group relief capable of being surrendered or claimed

pursuant to Part 5 or Part 5A of the UK Corporation Tax Act 2010, or (ii) the notional transfer of an asset or reallocation of a gain or loss pursuant to section 171A or section 179A of the UK Taxation of Chargeable Gains Act 1992 and the

notional reallocation of a gain pursuant to section 792 of the UK Corporation Tax Act 2009.

1.01.94 “Unqualified Tax

Opinion” means an unqualified “will” opinion of a Tax Advisor, and on which Parent may rely, to the effect that a transaction will not affect the Intended Tax Treatment or otherwise cause any Separation Transaction to fail to

qualify for the Intended Tax Treatment; provided, that, any tax opinion obtained in connection with a proposed acquisition of SpinCo Capital Stock entered into during the Restricted Period shall not qualify as an Unqualified Tax

Opinion unless such tax opinion concludes that such proposed acquisition will not be treated as “part of 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; provided, further, that any such opinion must assume that the Distribution would have qualified for the Intended Tax Treatment if the transaction in question did not occur.

1.01.95 “Valuations” means the valuations and methodologies prepared for Parent to facilitate, or otherwise in connection

with, the Separation and the carrying values reflected on SpinCo’ opening balance sheet following the Distribution.

ARTICLE II

ALLOCATION OF AND INDEMNIFICATION FOR TAX LIABILITIES AND TAX-RELATED LOSSES

Section 2.01 General Rule.

(a) Parent Liability. Except with respect to Taxes and Tax-Related Losses described in

Section 2.01(b) of this Agreement, Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i) Taxes that are allocated to Parent under this Article II;

(ii) any Tax resulting from a breach of any of Parent’s covenants in this Agreement, the Separation Agreement or any

Ancillary Agreement;

(iii) Specified Separation Taxes and Tax-Related Losses that

are allocated to Parent under Section 6.04(a) of this Agreement;

(iv) Other Separation Taxes;

(v) Incremental Other Separation Taxes that are allocated to Parent under Section 6.05 of this

Agreement; and

(vi) Taxes imposed on SpinCo or any member of the SpinCo Group pursuant to the provisions of Treasury

Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability

for:

(i) Taxes which are allocated to SpinCo under this Article II;

(ii) any Tax resulting from a breach of any of SpinCo’s covenants in this Agreement, the Separation Agreement or any

Ancillary Agreement;

(iii) any Specified Separation Taxes and Tax-Related Losses

that are allocated to SpinCo under Section 6.04(a) of this Agreement; and

(iv) any Incremental

Other Separation Taxes that are allocated to SpinCo under Section 6.05 of this Agreement.

that any Tax (including any Specified Separation Taxes) or Tax-Related Loss is subject to indemnity pursuant to both Section 2.01(a) and Section 2.01(b),

responsibility for such Tax (including any Specified Separation Taxes) or Tax-Related Loss (other than any Tax or Tax-Related Loss described in Section 6.04(a)(iii)

or Section 6.05 for which responsibility shall be shared in the manner set forth therein) shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability

for Taxes which are indemnifiable pursuant to this Section 2.01(c) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

Section 2.02 General Allocation Principles. Except as otherwise provided in Section 2.01 or in

Section 6.04(a) of this Agreement, all Taxes shall be allocated as follows:

(a) Allocation of Taxes for Joint Returns. Parent shall be responsible for all Taxes

reported, or required to be reported, on any Joint Return that any member of the Parent Group files or is required to file under the Code or other applicable Tax Law; provided, however, that to the extent any such Joint Return

includes any Tax Item attributable to any member of the SpinCo Group or to the SpinCo Business for any Post-Distribution Period, SpinCo shall be responsible for all Taxes attributable to such Tax Items, computed in a manner determined by Parent in

its sole and absolute discretion.

(b) Allocation of Taxes for Separate Returns.

(i) Parent shall be responsible for all Taxes reported, or required to be reported, on a Parent Separate Return.

(ii) SpinCo shall be responsible for all Taxes reported, or required to be reported, on a SpinCo Separate Return.

(i) Parent shall be responsible for any Tax attributable to any member of the Parent Group or to the Parent Business that is

not required to be reported on a Tax Return.

(ii) SpinCo shall be responsible for any Tax attributable to any member of

the SpinCo Group or to the SpinCo Business that is not required to be reported on a Tax Return.

Section 2.03 Allocation

Conventions.

(a) All Taxes allocated pursuant to Section 2.02 of this Agreement shall be allocated in

accordance with the Closing of the Books Method; provided, however, that if applicable Tax Law does not permit a SpinCo Group member to close its Tax Period on the Distribution Date, the Tax attributable to the operations of the

members of the SpinCo Group for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method.

(b) Any Tax Item of SpinCo or any member of the SpinCo Group arising from a transaction engaged in outside of the ordinary course of business

on the Distribution Date after the Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo or any member of the SpinCo Group occurring after the Effective Time shall be treated for all Tax purposes

(to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any

similar provisions of state, local or foreign Law.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.01 Parent Separate Returns and Joint Returns.

(a) Parent shall have the exclusive obligation and right to prepare and file, or cause to be prepared and filed, all Parent Separate Returns

and Joint Returns, and each member of the SpinCo Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as Parent may determine are required or appropriate, or otherwise requested by Parent

in connection with the filing of such Joint Return. SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that Parent determines are required to be filed or that Parent elects to file, in

each case pursuant to this Section 3.01(a).

(b) The Parties and their respective Affiliates shall elect to

close the Tax Period of each SpinCo Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

Section 3.02 SpinCo Separate Returns. SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate

Returns.

Section 3.03 Tax Reporting Practices.

(a) General Rule. Except as provided in Section 3.03(b) of this Agreement, Parent shall prepare any Straddle

Period Joint Return in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the Parent Group and the members of the SpinCo Group prior to the

Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then Parent shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by

Parent. With respect to any Tax Return that SpinCo has the obligation and right to prepare, or cause to be prepared, under this Article III, to the extent such Tax Return could affect Parent or any other member of the Parent Group,

such Tax Return shall be prepared in accordance with Past Practices used by the members of the Parent Group and the members of the SpinCo Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or

positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by SpinCo.

(b) Consistency with Intended Tax Treatment. The Parties shall prepare all Tax Returns consistent with (i) the Intended Tax

Treatment and (ii) the Valuations unless, in each case, and then only to the extent, an alternative position is required pursuant to a Final Determination reached in accordance with the provisions of Article IX of this Agreement.

Section 3.04 Protective Section 336(e) of the Code Election

. If Parent determines, in its sole and absolute discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the

Distribution, SpinCo shall take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Parent in its sole and absolute discretion. If such a

protective election is made, this Agreement shall be amended in such a manner as is determined by Parent in its sole and absolute discretion to compensate Parent for any Tax Benefits realized by SpinCo as a result of such election.

Section 3.05 SpinCo Carrybacks and Claims for Refund.

(a) SpinCo hereby agrees that, unless Parent consents in writing (which consent may be withheld in Parent’s sole and absolute

discretion) or unless required by Law, (i) no member of the SpinCo Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are

allocated to Parent under Article II and (ii) any available elections to waive the right to claim any SpinCo Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to Parent under Article II

shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback. In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable Law from waiving or otherwise forgoing a SpinCo

Carryback or Parent consents to a SpinCo Carryback (which consent may be withheld in Parent’s sole and absolute discretion), Parent shall cooperate with SpinCo, at SpinCo’ expense, in seeking from the appropriate Tax Authority such Tax

Benefit as reasonably would result from such SpinCo Carryback, to the extent that such Tax Benefit is directly attributable to such SpinCo Carryback, and shall pay over to SpinCo the amount of such Tax Benefit, net of any costs and expenses, within

ten (10) days after such Tax Benefit is recognized by the Parent Group; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral Tax consequences

resulting from or caused by any such SpinCo Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group if (i) such Tax Attributes expire unused, but

would have been utilized but for such SpinCo Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such SpinCo Carryback.

(b) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this

Section 3.05 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Section 2.01.

Section 3.06 Apportionment of Tax Attributes.

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and

burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law or confirmed in respective Swiss Tax rulings, and,

in the absence of controlling legal authority or unless otherwise provided under this Agreement, including pursuant to Section 3.07 or Schedule A, Tax Attributes shall be allocated to the legal entity that created such Tax

Attributes.

(b) Except as provided in Section 3.07 or Schedule A, Parent shall in good faith advise SpinCo in

writing of the amount, if any, of any Tax Attributes, which Parent determines, in its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Group under applicable Tax Law, provided that this

Section 3.06(b) shall not be construed as obligating Parent to undertake any such determination. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with such written notice. SpinCo agrees

that it shall not dispute Parent’s allocation or apportionment of Tax Attributes. SpinCo may request that Parent undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo

Group under applicable law; to the extent that Parent determines, in its sole and absolute discretion, not to undertake such determination, or does not

otherwise advise SpinCo of its intention to undertake such determination within twenty (20) business days of the receipt of such request, SpinCo shall be permitted to undertake such

determination at its own cost and expense and shall notify Parent of its determination, which determination shall not be binding upon Parent. For the avoidance of doubt, Parent shall not be liable to any member of the SpinCo Group for any failure of

any determination under this Section 3.06(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority

or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.06(a) or Schedule A of this Agreement, as agreed by the Parties.

Section 3.07 UK Group Relief.

(a) Parent shall determine the amounts for purposes of UK Group Relief available to be surrendered (i) by any member of the Parent Group

to any member of the SpinCo Group, or (ii) by any member of the SpinCo Group to any member of the Parent Group, as the case may be.

(b) The Parties shall make, or shall cause to be made, such elections and shall take such other actions that are necessary or appropriate to

give effect to the surrender of any amounts referred to in Section 3.07(a) to the extent permitted under applicable Law, and to ensure that such surrenders are allowed in full by HM Revenue & Customs.

procure that the relevant member of the SpinCo Group shall pay to the relevant member of the Parent Group such amount of UK corporation Tax as is saved by the relevant member of the SpinCo Group (including where UK corporation Tax previously paid

has been refunded) as a result of the relevant surrender, such amount to be paid no later than the time which such UK corporation Tax saved would otherwise have been paid to a Tax Authority.

(d) In consideration of such surrenders as are referred to in Section 3.07(a)(ii), Parent shall procure that

the relevant member of the Parent Group shall pay to the relevant member of the SpinCo Group such amount of UK corporation Tax as is saved by the relevant member of the Parent Group (including where UK corporation Tax previously paid has been

refunded) as a result of the relevant surrender, such amount to be paid no later than the time which such UK corporation Tax saved would otherwise have been paid to a Tax Authority.

Section 3.08 Allocation of Employment Taxes. Liability for Taxes and any related Tax Benefits related to any equity compensation

awards shall be determined pursuant to the EMA.

ARTICLE IV

TAX PAYMENTS

Section 4.01 Taxes Shown on Tax Returns. Parent shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due

on any Tax Return that a member of the Parent Group is responsible for preparing under Article III of this Agreement, and SpinCo shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member

of the SpinCo Group is responsible for preparing under Article III of this Agreement. At least seven (7) Business Days prior to any Payment Date for any Straddle Period Joint Return, SpinCo shall pay to Parent the amount SpinCo is

responsible for under the provisions of Article II as calculated pursuant to this Agreement.

Section 4.02

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority

when due any additional Tax required to be paid as a result of such adjustment.

Section 4.03 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.01 or Section 6.04(b) of this

Agreement, if any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall

reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable

detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement

by the Required Party under this Section 4.03. Except as otherwise provided in the following sentence, the Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including

reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined, the Party allocated responsibility for such Specified

Separation Taxes and Tax-Related Losses associated with such Specified Separation Taxes under Section 2.01 of this Agreement shall pay such Specified Separation Taxes and Tax-Related Losses to Parent (if such Responsible Party is SpinCo) or SpinCo (if such Responsible Party is Parent) within five (5) days after written demand therefor.

(b) All indemnification payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent;

provided, however, that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any

member of the SpinCo Group, on the other hand, and vice versa.

ARTICLE V

TAX BENEFITS

Section 5.01 Tax Refunds. Parent shall be entitled (subject to the limitations provided in Section 3.05

of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Parent is liable hereunder, and SpinCo shall be entitled (subject to the limitations provided in

Section 3.05 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which SpinCo is liable hereunder. A Party receiving a refund to which another Party is

entitled hereunder shall pay over such refund to such other Party, net of costs and expenses, within twenty (20) Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the

date the refund was received to the date the refund was paid over).

Section 5.02 Other Tax Benefits. If Parent determines, in

its reasonable discretion, that: (i) one Party is responsible for a Tax pursuant to this Agreement and (ii) the other Party is entitled to a Tax Benefit relating to such Tax, then the Party entitled to such Tax Benefit shall pay to the

Party responsible for such Tax the amount of the Tax Benefit, as determined by Parent in its reasonable discretion.

ARTICLE VI

INTENDED TAX TREATMENT

Section 6.01 Representations and Warranties.

(a) Parent, on behalf of itself and all other members of the Parent Group, hereby represents and warrants that (i) it has examined the

Tax Opinions, the Representation Letters, the Swiss Tax Rulings, and any other materials delivered or deliverable in connection with the rendering of the Tax Opinions, in each case, as they exist as of the date hereof (collectively, the

“Tax Materials”) and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Parent or any member of the Parent Group or the Parent Business, were at the time presented

or represented and from such time until and including the Distribution Date, true, correct and complete in all material respects. Parent, on behalf of itself and all other members of the Parent Group, hereby confirms and agrees to comply with any

and all covenants and agreements in the Tax Materials applicable to Parent or any member of the Parent Group or the Parent Business.

(b)

SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or

otherwise relating to SpinCo or any member of the SpinCo Group or the SpinCo Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct and complete in all material

respects. SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo or any member of the SpinCo Group or the SpinCo

Business.

SpinCo, on behalf of itself and all other members of the SpinCo Group, represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of any of the Separation Transactions to be other than the Intended Tax

Treatment.

(d) Each of Parent, on behalf of itself and all other members of the Parent Group, and SpinCo, on behalf of itself and all

other members of the SpinCo Group, represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

Section 6.02 Restrictions Relating to the Distribution.

(a) SpinCo, on behalf of itself and all other members of the SpinCo Group, hereby covenants and agrees that no member of the SpinCo Group will

take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or the Valuations or

(ii) any action which constitutes a SpinCo Disqualifying Act.

(b) During the Restricted Period, SpinCo:

(i) shall continue and cause to be continued and not approve or allow, or enter into any agreement, understanding or

arrangement with respect to, the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in or sale of the material assets of, any Active Business, other than sales in the ordinary course of

business;

(ii) shall not voluntarily dissolve or liquidate or partially liquidate itself, approve or allow any

liquidation, or partial liquidation of any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes), or enter into any agreement, understanding or arrangement with respect to the foregoing, other than, in

the case of any of its Affiliates, into any other Affiliate that is a member of the SpinCo “separate affiliated group” as defined in Section 355(b)(3)(B) of the Code;

(iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right or ability to

prevent or prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, except to the extent

such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48),

(3) amend its certificate of incorporation (or other organizational documents), issue a new class of non-voting stock, or take any other action, whether through a stockholder vote or otherwise, affecting the

relative voting rights of its Capital Stock (including through the conversion of any Capital Stock into another class of Capital Stock), (4) (A) merge or consolidate with any other Person or (B) allow any of its Affiliates to merge or

consolidate with any other Person other than any other Affiliate that is a member of the SpinCo “separate affiliated group” as defined in Section 355(b)(3)(B) of the Code or (5) take any other action or actions (including any

action or transaction that

would be reasonably likely to be inconsistent with any representation made in the Tax Materials) that in the aggregate would, when combined with any other direct or indirect changes in ownership

of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a forty percent

(40%) or greater interest in SpinCo or would reasonably be expected to result in a failure to preserve, achieve or maintain the Intended Tax Treatment, or enter into any agreement, understanding or arrangement with respect to any of the foregoing;

(iv) shall not and shall not permit any member of the SpinCo Group, to sell, transfer or otherwise dispose of (including

in any transaction treated for U.S. federal income tax purposes as a sale, transfer or disposition) assets (including any shares of Capital Stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the consolidated

gross assets of SpinCo or the SpinCo Group, or enter into (or permit any member of the SpinCo Group to enter into) any agreement, understanding or arrangement with respect to the foregoing. The foregoing sentence shall not apply to (1) sales,

transfers or dispositions of assets in the ordinary course of business or to members of the SpinCo “separate affiliated group” as defined in Section 355(b)(3)(B) of the Code, (2) any cash paid to acquire assets from an

unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes or

(4) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Group. The percentages of gross assets or consolidated gross assets of SpinCo or the

SpinCo Group, as the case may be, sold, transferred or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this

Section 6.02(b)(iv), a merger of SpinCo or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of SpinCo shall constitute a disposition of all of the assets of SpinCo or such

Subsidiary;

(v) shall, if any member of the SpinCo Group proposes to enter into any transaction or series of transactions

that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were thirty percent (30%) instead of forty percent (40%) (a

“Section 6.02(b)(v) Acquisition Transaction”) or, to the extent SpinCo has the right or ability to prevent or prohibit any Section 6.02(b)(v) Acquisition Transaction, proposes to

permit any Section 6.02(b)(v) Acquisition Transaction to occur, in each case, provide Parent, no later than ten (10) business days following the signing of any written agreement with respect to the

Section 6.02(b)(v) Acquisition Transaction, a written description of such transaction (including the type and amount of stock of SpinCo to be issued in such transaction) and a certificate of the board of directors of SpinCo

to the effect that the Section 6.02(b)(v) Acquisition Transaction is not a Proposed Acquisition Transaction; and

(vi) shall not cause or permit any member of the SpinCo Group identified on

Schedule B as either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any transaction other than the Distribution to take any action or enter into any

transaction described in clauses (2), (3), (4) or (5) of Section 6.02(b)(ii) or in Section 6.02(b)(iv) (in each case, substituting references therein to “SpinCo”, the

“SpinCo Group” and “SpinCo Capital Stock” with references to the relevant corporation, the relevant corporation and its Subsidiaries and the Capital Stock of such corporation, respectively).

of the actions or transactions described therein if (i) SpinCo shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in

accordance with Section 6.03(b) to the effect that such transaction will not affect the Intended Tax Treatment, and Parent shall have received such a Post-Distribution Ruling and shall have notified SpinCo in writing that

Parent has determined that such Post-Distribution Ruling is in form and substance satisfactory to Parent in its sole and absolute discretion or (ii) both (A) SpinCo obtains an Unqualified Tax Opinion with respect thereto and (B) Parent

notifies SpinCo in writing that Parent has determined that such Unqualified Tax Opinion is in form and substance satisfactory to Parent in its sole and absolute discretion. Parent’s evaluation of a Post-Distribution Ruling or an Unqualified

Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations and covenants made in connection with such ruling or opinion as well as any other factors, circumstances, considerations or concerns

that Parent determines in its sole and absolute discretion are relevant. SpinCo shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall, as set forth in

Section 6.03(b) below, reimburse Parent for all reasonable out-of-pocket expenses that Parent or any of its Affiliates may incur in good faith

in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion. None of the obtaining of a Post-Distribution Ruling, the delivery of an Unqualified Tax Opinion or Parent’s waiver of SpinCo’s obligation to

deliver a Post-Distribution Ruling or an Unqualified Tax Opinion shall limit or modify SpinCo’s continuing indemnification obligation pursuant to Article II.

(d) Parent and SpinCo acknowledge that each of the Swiss demergers of Aptiv Technologies AG, Aptiv Manufacturing Management Services GmbH and

Aptiv PLC is intended to qualify as a transaction described in clause (y) of Intended Tax Treatment. Parent and SpinCo shall ensure that each of Aptiv Technologies AG, Aptiv Manufacturing Management Services GmbH, Parent and SpinCo continue the

operation of its transferred and remaining business (as described in the Swiss Tax Rulings) for at least 2 years following the effective legal date of the Swiss demergers (Swiss Business Continuity Requirement), as applicable, unless Parent

or SpinCo obtain a tax ruling from the Schaffhausen tax administration and the Swiss Federal Tax Administration confirming that cessation of such pre-existing operation will not impact the tax qualification of

the intended tax-neutral reorganization in accordance with Swiss tax law. SpinCo undertakes to fully impose its obligations pursuant to this Section 6.02(d) to any subsequent acquirer of a majority of the

shares in SpinCo.

Section 6.03 Additional Procedures Regarding Post-Distribution Rulings and

Unqualified Tax Opinions.

(a) If SpinCo determines that it desires to take one of the actions described in

Section 6.02(b) (a “Notified Action”), SpinCo shall notify Parent of this fact in writing.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request. Unless Parent shall have waived the

requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion, upon the reasonable request of SpinCo pursuant to Section 6.02(c)(i), Parent shall use commercially reasonable efforts in

cooperating with SpinCo and in seeking to obtain, as expeditiously as possible, a Post-Distribution Ruling from the IRS (and/or any other applicable Governmental Authority) or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take

the Notified Action, subject in all respects to the provisions of Section 6.02. Notwithstanding the foregoing, Parent shall not be required to file or cooperate in the filing of any request for a Post-Distribution

Ruling under this Section 6.03(b) unless SpinCo represents that (A) it has reviewed such request for a Post-Distribution Ruling, and (B) all statements, information and representations relating to any member of

the SpinCo Group contained in such request for a Post-Distribution Ruling are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Parent personnel, incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax

Opinion requested by SpinCo within thirty (30) business days after receiving an invoice from Parent therefor.

(c)

Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If

Parent determines in its sole and absolute discretion to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Parent and take any and all actions reasonably

requested by Parent in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including by making any representation or covenant or providing any materials or information requested by the IRS, any other applicable

Governmental Authority or a Tax Advisor; provided, that, SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters

or events over which matters or events it has no control). Parent shall reimburse SpinCo for all reasonable costs and expenses, including out-of-pocket expenses and

expenses relating to the utilization of SpinCo personnel, incurred by the Parent Group in connection with such cooperation within thirty (30) business days after receiving an invoice from SpinCo therefor.

(d) Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Parent shall be

permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, Parent shall (A) keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection

therewith; (B) (1) reasonably in advance of the submission of any request for any Post-Distribution Ruling provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo comments on such draft copy, and (3) provide SpinCo

with a final copy of such Post-Distribution Ruling; and (C) provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS or other applicable Governmental Authority

(subject to the approval of the IRS or such Governmental Authority) that relate to such Post-Distribution Ruling. Neither SpinCo nor any Affiliate of SpinCo directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any

other Tax Authority (whether written, oral or otherwise) at any time concerning the Separation Transactions (including the impact of any transaction on the Separation Transactions).

(e) Any Post-Distribution Ruling or Unqualified Tax Opinion obtained in accordance with

Section 6.02(c) and Section 6.03 shall be deemed included in the definition of Tax Materials from and after the obtaining thereof for all purposes of this Agreement.

Section 6.04 Liability for Specified Separation Taxes and Tax-Related Losses.

(a) In the event that Specified Separation Taxes become due and payable to a Tax Authority pursuant to a Final Determination, then,

notwithstanding anything to the contrary in this Agreement:

(i) Without regard to whether a Post-Distribution Ruling or

an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, if such Specified Separation Taxes are attributable to a SpinCo

Disqualifying Act, then SpinCo shall be responsible for such Specified Separation Taxes and corresponding Tax-Related Losses;

(ii) if such Specified Separation Taxes are attributable to a Parent Disqualifying Act, then Parent shall be responsible for

such Specified Separation Taxes and corresponding Tax-Related Losses; and

(iii)

if such Specified Separation Taxes are not attributable to either a Parent Disqualifying Act or a SpinCo Disqualifying Act, responsibility for such Specified Separation Taxes and corresponding Tax-Related

Losses shall be shared by Parent and SpinCo in proportion to their respective fair market values as of the day after the Distribution Date (determined using the closing Parent Stock and SpinCo Stock prices as of such date).

(b) SpinCo shall pay Parent the amount of any Specified Separation Taxes and corresponding Tax Related Losses for which SpinCo is responsible

under this Section 6.04 or Section 2.01(c) as a result of a Final Determination no later than two (2) Business Days after the date such Specified Separation Taxes are determined as a result of

a Final Determination to be due. Notwithstanding the foregoing, SpinCo shall pay Parent the amount of any Specified Separation Taxes for which SpinCo is responsible under this Section 6.04 or

Section 2.01(c) within seven (7) Business Days of written demand therefor by Parent if Parent determines that the payment of Specified Separation Taxes earlier than a Final Determination with respect to such Specified

Separation Taxes is necessary or prudent to obtain a favorable resolution of a Tax Contest relating to Specified Separation Taxes.

Section 6.05 Liability for Incremental Other Separation Taxes. In the event that Other Separation Taxes become due and payable to

a Tax Authority pursuant to a Final Determination in an amount that exceeds the amount of Other Separation Taxes determined by Parent, in its good faith discretion, to be reportable with respect to the relevant Separation Transaction

(“Incremental Other Separation Taxes”), responsibility for such Incremental Other Separation Taxes shall be shared by Parent and SpinCo in proportion to their respective fair market values as of the day after the Distribution Date

(determined using the closing Parent Stock and SpinCo Stock prices as of such date).

ARTICLE VII

ASSISTANCE AND COOPERATION

Section 7.01 Assistance and Cooperation.

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents,

including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due

(including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation

shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Article VIII of this Agreement. Each of the Parties shall also make

available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information

and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. SpinCo and each other member of

the SpinCo Group shall cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any

previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither SpinCo nor any other member of the SpinCo Group shall be required to make or confirm any representation

or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(b) Any

information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any

administrative or judicial proceedings relating to Taxes. In addition, in the event that Parent determines that the provision of any information or documents to SpinCo or any of its Affiliates, or SpinCo determines that the provision of any

information or documents to Parent or any Parent Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with

its obligations under this Article VII in a manner that avoids any such harm or consequence.

Section 7.02 Tax Return

Information. Each of Parent and SpinCo, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to

Section 7.01 of this Agreement or this Section 7.02. Each Party shall provide to the other Party information and documents

relating to its Group reasonably required by the other Party to prepare Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in

such form as the Responsible Party reasonably requests and in sufficient time for the Responsible Party to file such Tax Returns on a timely basis.

Section 7.03 Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in

connection with a Tax liability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the

Parent Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon

consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty

or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Article VII, a member of the Parent Group with inaccurate or incomplete information in connection with a Tax liability.

Section 7.04 Reliance by SpinCo. If any member of the Parent Group supplies information to a member of the SpinCo Group in

connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the

SpinCo Group identifying the information being so relied upon, the chief financial officer of Parent (or any officer of Parent as designated by the chief financial officer of Parent) shall certify in writing that to his or her knowledge (based upon

consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty

or other cost or expense of any kind attributable to a member of the Parent Group having supplied, pursuant to this Article VII, a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax liability.

Section 7.05 Other Separation Taxes. SpinCo shall (and shall cause its Affiliates to) reasonably cooperate with Parent to

correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by Parent to minimize any

Other Separation Taxes.

ARTICLE VIII

TAX RECORDS

Section 8.01 Retention of Tax Records. Each of Parent and SpinCo shall preserve and keep all Tax Records exclusively relating to

the assets and activities of its Group for Pre-Distribution Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Parent and SpinCo Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of

(i) the expiration of any applicable statutes of limitations,

or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Parent and SpinCo may dispose of such Tax

Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) Parent or SpinCo reasonably determines that any Tax Records which it would otherwise be required to preserve and

keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business

Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book,

or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior

to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be

decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any

part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.02 Access to

Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying

data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the Parent Group, the portion of such return that relates to Taxes for which the SpinCo

Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the SpinCo Group, the portion of such return that relates to Taxes for which the Parent Group may be liable pursuant to this Agreement, and shall permit the

other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice

to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements,

audits, litigation, or the resolution of items under this Agreement.

Section 8.03 Preservation of Privilege. The Parties and

their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior

written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

ARTICLE IX

TAX CONTESTS

Section 9.01 Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority

regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify

the other Party hereunder, (ii) relating to a SpinCo Separate Return for a Pre-Distribution Period or Straddle Period that could reasonably be expected to adversely affect any member of the Parent Group

or for any other Tax Period that could reasonably be expected to materially adversely affect any member of the Parent Group, or (iii) otherwise relating to the Intended Tax Treatment or the Separation (including the resolution of any Tax

Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail

and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be

indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the

indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of

such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the

indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.02 Control of Tax Contests.

(a) Parent Control. Notwithstanding anything in this Agreement to the contrary, Parent shall have the right to control any Tax Contest

with respect to any Tax matters relating to (i) a Joint Return, (ii) a Parent Separate Return, (iii) Specified Separation Taxes, (iv) Other Separation Taxes and (v) Incremental Other Separation Taxes. Subject to

Section 9.02(c) and Section 9.02(d) of this Agreement, Parent shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any

such Tax Contest.

(b) SpinCo Control. Except as otherwise provided in this Section 9.02, SpinCo

shall have the right to control any Tax Contest with respect to any SpinCo Separate Return. Subject to Section 9.02(c), Section 9.02(d), and Section 9.02(g) of this

Agreement, SpinCo shall have reasonable discretion, after consultation with Parent, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to a SpinCo Separate Return for a Pre-Distribution Period or Straddle Period that could reasonably be expected to adversely affect any member of the Parent Group (including that could result in SpinCo taking a position on a Tax Return that is

inconsistent with a position taken on a Parent Group Tax Return for the Pre-Distribution Period or Straddle Period) or for any other Tax Period that could reasonably be expected to adversely affect any member

of the Parent Group (including that could result in SpinCo taking a position on a Tax Return that is inconsistent with a position taken on a Parent Group Tax Return for the Pre-Distribution Period or Straddle

Period), and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, that to the extent any such Tax Contest (i) could give rise to a

claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to a SpinCo Separate Return for a Pre-Distribution Period or Straddle Period and could reasonably be expected to adversely affect any member of the Parent Group or that could result in SpinCo taking a position on a Tax Return that is inconsistent

with a position taken on a Parent Group Tax Return for the Pre-Distribution Period or Straddle Period or for any other Tax Period that could reasonably be expected to materially adversely affect any member of

the Parent Group, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned,

or delayed and, in the case of a Tax Contest relating to Incremental Other Separation Taxes or Specified Separation Taxes, must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of

SpinCo to pay). Subject to Section 9.02(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (II) the Controlling Party

shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall

timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest;

(IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting

any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take

any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation

which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Article IX, “Controlling

Party” means the Party entitled to control the Tax Contest under such Article and “Non-Controlling Party” means (x) Parent if SpinCo is the Controlling Party and

(y) SpinCo if Parent is the Controlling Party.

(d) Tax Contest Participation. Subject to

Section 9.02(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance

of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any

potential adjustment in a Tax Contest (i) pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this

Agreement or (ii) that is with respect to a SpinCo Separate Return for a Pre-Distribution Period or Straddle Period and could reasonably be expected to adversely affect any member of the Parent Group or

that could

result in SpinCo taking a position on a Tax Return that is inconsistent with a position taken on a Parent Group Tax Return for the Pre-Distribution Period

or Straddle Period or for any other Tax Period and could reasonably be expected to materially adversely affect any member of the Parent Group. The failure of the Controlling Party to provide any notice specified in this

Section 9.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to

the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the

Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Joint Returns. Notwithstanding anything in this Article IX to the contrary, in the case of a Tax Contest

related to a Joint Return, the rights of SpinCo and its Affiliates under Section 9.02(c) and Section 9.02(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating

to Taxes for which SpinCo may reasonably expected to become liable to make any indemnification payment to Parent under this Agreement.

(f) Transaction Related Tax Contests. Notwithstanding anything to the contrary in Section 9.02(b),

Section 9.02(c), Section 9.02(d), and Section 9.02(e), in the case of any Transaction Related Tax Contest, Parent shall have the sole and absolute responsibility and right

to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted, or

assessed in connection with or as a result of such Tax Contest; provided, that, to the extent any Transaction Related Tax Contest relates to a SpinCo Separate Return in respect of a Tax Period beginning after the Distribution Date,

such responsibilities and rights of Parent shall be limited to the portion of such Transaction Related Tax Contest related to the Intended Tax Treatment of or the amount of Taxes imposed in respect of any of the Separation Transactions.

Notwithstanding anything to the contrary in Section 9.02(c) or Section 9.02(d), the final determination of the positions taken, including with respect to settlement or other disposition, in any

Transaction Related Tax Contest (taking into account the proviso to the first sentence of this Section 9.02(f)) shall be made in the sole and absolute discretion of Parent and shall be final and not subject to the dispute

resolution provisions of Section 13.01 or Section 13.02 of this Agreement or Section 11.02 or Section 11.03 of the Separation Agreement.

(g) Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Parent (or such member of the Parent Group as

Parent shall designate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest (as to which Parent is the Controlling Party) described in this Article IX. Each

member of the Parent Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest

(as to which SpinCo is the Controlling Party) described in this Article IX.

(h) Costs and Expenses. Except to the extent provided

otherwise in this Agreement, the Party to which the Tax liability related to a Tax Contest is (or would be) allocated, as determined by Parent in its sole and absolute discretion, shall be responsible for all Tax Related Costs and Expenses incurred

in connection with such Tax Contest, regardless of which Party is responsible for the conduct of such Tax Contest; provided, that in the event such Tax liability is allocated to both Parties, such Tax Related Costs and Expenses shall be

allocated to the Parties in such manner as the Parent determines in its sole and absolute discretion.

ARTICLE X

SURVIVAL OF OBLIGATIONS

Section 10.01 Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall

be unconditional and absolute and shall remain in effect without limitation as to time.

ARTICLE XI

TAX TREATMENT OF INTEREST

Section 11.01 Tax Treatment of Interest. Anything herein or in the Separation Agreement to the contrary notwithstanding, to the

extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making

the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest

income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to

the Party receiving such payment.

ARTICLE XII

GROSS-UP OF INDEMNIFICATION PAYMENTS

Section 12.01 Gross-Up of Indemnification Payments. Except to the extent provided in

Article IX, any Tax indemnity payment made by a Party under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment (but taking into account all

correlative Tax Benefits resulting from the payment of such Taxes), the recipient Party receives an amount equal to the sum it would have received had no such Taxes been imposed.

ARTICLE XIII

DISPUTE

RESOLUTION

Section 13.01 Tax Disputes. Subject to Section 13.03,

Section 13.04 and Section 13.05, this Section 13.01 shall govern the resolution of any dispute between the Parties as to any matter covered by this Agreement that

primarily relates to the interpretation of Tax Law, as determined by Parent in its sole and absolute discretion (a “Tax Advisor Dispute”). The Party raising the Tax Advisor Dispute shall give written notice of the Tax Advisor

Dispute (a “Tax Advisor Dispute Notice”), and the tax directors of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall

negotiate for a reasonable period of time to settle such Tax Advisor Dispute; provided, that, such reasonable period shall not, unless otherwise agreed by the Parties in writing,

exceed thirty (30) days (the “Negotiation Period”) from the time of receipt of the Tax Advisor Dispute Notice; provided, further, that (x) the Parties shall not assert the defenses of statute of

limitations, laches or any other defense, in each such case based on the passage of time during the Negotiation Period, and (y) any contractual time period or deadline under this Agreement relating to such Tax Advisor Dispute occurring after

the Tax Advisor Dispute Notice is received shall not be deemed to have passed until the procedures described in this Section 13.01 have been resolved. If the Tax Advisor Dispute has not been resolved for any reason after

the Negotiation Period, Parent shall, in its sole and absolute discretion, appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm

shall make determinations with respect to the Tax Advisor Dispute based solely on representations made by Parent, SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an

arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all Tax Advisor Disputes no later than thirty (30) days after the submission of such Tax Advisor

Dispute to the Accounting Firm, but in no event later than the Due Date of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and

binding on the Parties. The Accounting Firm shall resolve all Tax Advisor Disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its

Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of

the Accounting Firm shall be borne equally by the Parties, and the parties agree to waive any objection to the naming of the Accounting Firm or the determination of the Accounting Firm based on actual or alleged conflicts of interest.

Section 13.02 Legal Disputes. Subject to Section 13.01, Section 13.03,

Section 13.04 and Section 13.05, in the event of any claim, controversy, demand or request for relief of any kind arising out of, in connection with, or in relation to the interpretation,

performance, nonperformance, validity or breach of this Agreement or otherwise arising out of or related to this Agreement (a “Dispute”), then the Party raising the Dispute shall give written notice of the Dispute, and the Parties

shall work together in good faith to resolve any such Dispute within thirty (30) days of such notice. If any Dispute is not so resolved, then a senior executive of each Party shall, in good faith, attempt to resolve any such Dispute within the

following thirty (30) days of the referral of the matter to the senior executives. If no resolution is reached with respect to any such Dispute, the Dispute shall be resolved in accordance with the procedures contained in Section 11.02,

Section 11.03 or Section 11.04 of the Separation Agreement.

Section 13.03 Injunctive Relief. Nothing in this

Article XIII shall prevent Parent from seeking injunctive relief to enforce the procedures provided for in Section 13.01 if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the

Accounting Firm could result in serious and irreparable injury to Parent. Notwithstanding anything to the contrary in this Agreement or the Separation Agreement (or any Ancillary Agreement), Parent and SpinCo are the only members of their respective

Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through Parent or SpinCo, as

applicable, as provided in this Article XIII.

Section 13.04 Specific Performance. Notwithstanding anything to the contrary in

this Agreement or the Separation Agreement (or any Ancillary Agreement), in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of Section 6.01(b),

Section 6.02(a) or Section 6.02(b) by SpinCo, Parent shall have the right, without first pursuing the procedures provided for in Section 13.01 and

Section 13.02, to specific performance, declaratory relief and injunctive or other equitable relief (on a permanent, emergency, temporary, preliminary or interim basis) of its rights under this Agreement, in addition to any

and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. SpinCo shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. SpinCo agrees that the remedies

at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss, and waives any defense in any action by Parent for specific performance that a remedy at Law would be adequate. SpinCo also

waives any requirements that Parent secure or post any bond or similar security with respect to such remedy.

Section 13.05 Venue

for Injunctive Relief and Specific Performance Claims by Parent. Notwithstanding anything to the contrary in this Agreement or the Separation Agreement (or any Ancillary Agreement), Parent may bring any claim for specific performance,

declaratory relief and injunctive or other equitable relief (on a permanent, emergency, temporary, preliminary or interim basis) under Section 13.03 or Section 13.04 of this Agreement (a

“Chosen Court Claim”) either (a) pursuant to the procedures contained in Section 11.02, Section 11.03 or Section 11.04 of the Separation Agreement

or (b) at Parent’s sole and absolute discretion, in the Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) (the

“Chosen Courts”). SpinCo irrevocably consents and agrees, on behalf of itself and each SpinCo Group member, to the jurisdiction, forum and venue of the Chosen Courts for a Chosen Court Claim, and agrees that it shall not assert, and

shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of the Chosen Courts, that the venue is improper, that the forum is inconvenient, that the Chosen Court Claim should instead be arbitrated by agreement of

Parent or operation of law, or any similar objection, claim or argument.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.01 Conflicting Agreements. In the event and to the extent that there shall be a conflict between the provisions of this

Agreement and the provisions of the Separation Agreement, this Agreement shall control with respect to the subject matter thereof.

Section 14.02 Specified Matters. Notwithstanding anything to the contrary in this Agreement, the matters specified

in Schedule A shall in addition be subject to the provisions of Schedule A, which shall govern in the event of any conflict between the provisions of Schedule A and any provision in this Agreement.

Section 14.03 Interest on Late Payments. Except as otherwise provided in this Agreement, with respect to any payment between the

Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code

from such due date to and including the payment date.

Section 14.04 Counterparts. This Agreement may be executed in one or more

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

facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

Section 14.05 Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of

assets or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party to this Agreement.

Section 14.06 Application to Present and Future Subsidiaries. This Agreement is being entered into by Parent and SpinCo on behalf

of themselves and the members of their respective Group. This Agreement shall constitute a direct obligation of each such Party and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of Parent or

SpinCo in the future.

Section 14.07 Governing Law. This Agreement and any disputes relating to, arising out of or resulting

from this Agreement, including to its execution, performance, or enforcement, shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable

principles of conflicts of Laws thereof or of any jurisdiction.

Section 14.08 Assignability. Neither this Agreement nor any

of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent

shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, if any Party to this

Agreement (or any of its successors or permitted assigns) (a) shall enter into a consolidation or merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such

Party’s assets or (b) shall transfer all or substantially all of such Party’s assets to any Person, then, in each such case, the assigning Party (or its successors or permitted assigns, as applicable) shall ensure that the assignee

or successor-in-interest expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party shall not be required

to seek consent, but shall provide written notice and evidence of such assignment, assumption or succession to the non-assigning Party. No assignment permitted by this Section 14.08

shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 14.09

Further Assurances. Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, such other instruments and documents, and take or do, or cause

to be taken or done, all such other actions and all things reasonably necessary, proper or advisable under applicable Laws and agreements to effectuate the provisions and purposes of this Agreement and to consummate and make effective the

transactions contemplated hereby.

Section 14.10 Survival. Notwithstanding anything to the contrary in this

Agreement, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

Section 14.11 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is

determined by a court or arbitrator of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances, or in jurisdictions other than those as to which

it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in

any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court or arbitrator determines is valid

and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

Section 14.12

Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each

Party. Any decision by any Party to waive or to not waive any provision of this Agreement is in such Party’s sole and absolute discretion.

Section 14.13 Headings. The article, section and paragraph headings contained in this Agreement, including in the table of

contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 14.14 Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right

or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude

any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other

default.

Section 14.15 Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue

to provide services and honor all other commitments under this Agreement, each other Ancillary Agreement and the Separation Agreement during the course of dispute resolution pursuant to the provisions of Article XIII with respect to

all matters not subject to such dispute resolution.

Section 14.16 Notices. All notices or other communications under this

Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after

transmittal by electronic mail or (d) upon the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as

follows:

If to Parent, to:

Aptiv PLC

100 Northern Ave

Boston, MA 02210

Attention: [***]

E-mail: [***]

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Brian D. Krause

E-mail: bkrause@paulweiss.com

If to SpinCo, to:

Versigent

PLC

Spitalstrasse 5

8200

Schaffhausen, Switzerland

Attention: [***]

E-mail: [***]

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be

given. Each Party agrees that nothing in this Agreement shall affect any other Party’s right to serve process in any other manner permitted by Law (including pursuant to the rules for foreign service of process authorized by the Hague

Convention).

Section 14.17 Interpretation. Words in the singular shall be held to include the plural and vice versa and words

of one gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein,” “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this

Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise

specified. Any capitalized terms used in this Agreement but not otherwise defined therein shall have the meaning as defined in the Separation Agreement. Any definition of or reference to any agreement, instrument or other document herein (including

any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth therein, including in Section 14.12). The word “including” and words of similar import when used in this Agreement shall mean “including, without

limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a

subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” or dollar amounts are to the lawful currency of the United States of America. References herein to any Law shall be deemed to

refer to such law

as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. Except as expressly set forth

in this Agreement, the Parties (or their respective Group members) shall make, or cause to be made, any payment that is required to be made pursuant to this Agreement as promptly as practicable and without regard to any local currency constraints or

similar restrictions. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring

either Party by virtue of the authorship of any provisions hereof.

Section 14.18 Distribution Date. This Agreement shall

become effective only upon the Distribution Date.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day

and year first above written.

APTIV PLC

By:

/s/ Varun Laroyia

Name: Varun Laroyia

Its: Executive VP & CFO

VERSIGENT LIMITED

By:

/s/ Timothy Seitz

Name: Timothy Seitz

Its: Director

EX-10.3

Filename: d52176dex103.htm · Sequence: 8

EX-10.3

Exhibit 10.3

EXECUTION VERSION

EMPLOYEE

MATTERS AGREEMENT

between

APTIV PLC

and

VERSIGENT LIMITED

Dated

as of March 30, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Certain Defined Terms

Section 1.2

Other Capitalized Terms

ARTICLE II GENERAL PRINCIPLES; EMPLOYEE TRANSFERS

Section 2.1

Parent Group Employee Liabilities

Section 2.2

SpinCo Group Employee Liabilities

Section 2.3

Parent Benefit Plans/SpinCo Benefit Plans

Section 2.4

Employee Transfers

ARTICLE III NON-U.S. RETIREMENT AND

BENEFIT PLANS AND NON-U.S. EMPLOYEE TRANSFERS

Section 3.1

Non-U.S. Plans Generally

Section 3.2

Non-U.S. Employees

Section 3.3

SpinCo Spinoff Non-U.S. Welfare Plans

ARTICLE IV SERVICE CREDIT

Section 4.1

Service Credit for Employee Transfers

ARTICLE V LITIGATION AND COMPENSATION

Section 5.1

Employee-Related Litigation

Section 5.2

Vacation

Section 5.3

Annual Bonuses

Section 5.4

Employment Agreements

ARTICLE VI CERTAIN WELFARE BENEFIT PLAN MATTERS

Section 6.1

SpinCo Spinoff Welfare Plans

Section 6.2

Workers’ Compensation

Section 6.3

COBRA

ARTICLE VII U.S. TAX-QUALIFIED DEFINED

CONTRIBUTION PLANS

Section 7.1

SpinCo Spinoff DC Plans

Section 7.2

Contributions Due

ARTICLE VIII NONQUALIFIED RETIREMENT PLANS

Section 8.1

SpinCo Spinoff Nonqualified Plans

Section 8.2

No Distributions on Separation

Section 8.3

Code Section 409A

Section 8.4

Continuation of Elections

Section 8.5

Delayed Transfer Employees

ARTICLE IX PARENT EQUITY COMPENSATION AWARDS

Section 9.1

Outstanding Parent Equity Compensation Awards

Section 9.2

Conformity with Non-U.S. Laws

Section 9.3

Tax Withholding and Reporting

Section 9.4

Employment Treatment

Section 9.5

Equity Award Administration

Section 9.6

Registration

ARTICLE X BENEFIT PLAN REIMBURSEMENTS, BENEFIT PLAN THIRD-PARTY CLAIMS

Section 10.1

General Principles

Section 10.2

Benefit Plan Third-Party Claims

ARTICLE XI INDEMNIFICATION

Section 11.1

Indemnification

ARTICLE XII COOPERATION

Section 12.1

Cooperation

Section 12.2

Consultation with Employee Representative Bodies

ARTICLE XIII MISCELLANEOUS

Section 13.1

Vendor Contracts

Section 13.2

Employment Taxes Withholding Reporting Responsibility

Section 13.3

Data Privacy

Section 13.4

Third-Party Beneficiaries

Section 13.5

Effect if Distribution Does Not Occur

Section 13.6

Incorporation of Separation Agreement Provisions

Section 13.7

No Representation or Warranty

Schedule 1.1(a):

Former SpinCo Employee

Schedule 1.1(b):

Certain Plan Split Dates

Schedule 1.1(c)(i):

SpinCo Employee Schedule

Schedule 1.1(c)(ii):

SpinCo Employee No Transfer Schedule

Schedule 2.2:

Former SpinCo Employee Liabilities Retained by Parent

Schedule 2.3(a):

Country Exceptions to Parent Benefit Plan Allocation

Schedule 2.3(b):

Country Exceptions to SpinCo Benefit Plan Allocation

Schedule 3.1:

Parent Non-U.S. Benefit Plans That Will Automatically Apply to SpinCo or be Assumed by SpinCo

Schedule 3.1(a)(i):

SpinCo Convey Pension Plans

Schedule 3.1(a)(ii):

Parent Retain Pension Plans

Schedule 3.1(a)(iii)(A)(1):

Separate Spinoff Pension Plans

Schedule 3.1(a)(iii)(A)(2):

Separate Split Pension Plans

Schedule 3.1(a)(iii)(B):

Asset Transfer Methodology

Schedule 3.1(a)(iv)(A)(1):

Replicate Spinoff Pension Plans

Schedule 3.1(a)(iv)(A)(2):

Replicate Split Pension Plans

Schedule 3.1(b)(i)(A):

SpinCo Spinoff Non-U.S. DC Plans

Schedule 3.1(b)(i)(B):

Split Non-U.S. DC Plans

Schedule 3.1(b)(ii):

Transferred Non-U.S. DC Plan Liabilities

Schedule 3.2(b):

Countries Where CBAs Will Automatically Apply

Schedule 3.2(c):

Countries Where CBAs Will Not Apply to New Hires

Schedule 3.3(i):

Split Non-U.S. Welfare Plans

Schedule 3.3(ii)

Exceptions to Split Non-U.S. Welfare Plan Replication

Schedule 6.1(a):

Split Welfare Plans

Schedule 6.1(c):

Treatment of SpinCo Welfare Plans for SpinCo Delayed Transferees

Schedule 7.1(a)(i):

SpinCo Spinoff DC Plan

Schedule 7.1(a)(ii):

Split DC Plan

Schedule 8.1(a)(i):

SpinCo Spinoff Nonqualified Plans

Schedule 8.1(a)(ii):

Split Nonqualified Plans

Schedule 8.1(c):

Nonqualified Plans retained by Parent

Schedule 9.1(a)(ii)(A):

Adjusted Parent Performance-Based RSU Determination Principles

Schedule 9.1(a)(ii)(B):

Adjusted SpinCo Performance-Based RSU Determination Principles

iii

EMPLOYEE MATTERS AGREEMENT

EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2026 (this “Employee Matters Agreement”), between Aptiv PLC, a

Jersey public limited company (“Parent”), and Versigent Limited, a Jersey private limited company and a preexisting, wholly owned subsidiary of Parent (“SpinCo”).

RECITALS

A. The parties

to this Employee Matters Agreement have entered into the Separation and Distribution Agreement (the “Separation Agreement”), dated as of the date hereof, pursuant to which Parent intends to distribute to its shareholders, on a

pro rata basis, 100% of the outstanding shares of SpinCo Stock held by Parent (the “Distribution”).

B. The parties wish to set forth their agreements as to certain matters regarding the treatment of, and the compensation and employee benefits

provided to, current and former employees of Parent and SpinCo and their Subsidiaries.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the

parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. For the purposes of this Employee Matters Agreement:

“Adjusted Parent Performance-Based RSU” means a performance-based restricted stock unit award with respect to Parent

Stock resulting from the adjustment of Parent Performance-Based RSUs as described in Section 9.1(a)(ii)(A).

“Adjusted Parent Time-Based RSU” means a time-based restricted stock unit award with respect to Parent Stock

resulting from the adjustment of Parent Time-Based RSUs as described in Section 9.1(a)(i)(A).

“AIP” has the meaning set forth in Section 5.3(b).

“Applicable Transfer Date” means the date on which a Delayed Transfer Employee actually transfers employment to the SpinCo

Group or the Parent Group, as applicable.

“Benefit Plan” means, with respect to an entity, each plan, program, policy,

agreement, arrangement or understanding that is maintained primarily for the benefit of employees in the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing, savings,

retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement (including any “employee

benefit

plan” (as defined in Section 3(3) of ERISA)) sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation;

provided that no (i) Parent Equity Compensation Award, nor any plan under which any such Parent Equity Compensation Award is granted, (ii) plan, program or arrangement sponsored by a Governmental Authority or (iii) plan,

policy, program, arrangement or understanding mandated by applicable Law will constitute a “Benefit Plan”. In addition, no Employment Agreement will constitute a Benefit Plan for purposes hereof.

“COBRA” means the continuation coverage requirements under Code Section 4980B and ERISA Sections 601-608.

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

“Collective Bargaining Agreement” means (a) any agreement between Parent or an Affiliate of Parent and a trade union,

works council or trade representative that sets forth the terms and conditions of employment relating to Non-U.S. SpinCo Employees and (b) any terms and conditions that apply to Non-U.S. SpinCo Employees by virtue of Parent’s or an Affiliate of Parent’s membership in a union or participation in a particular trade, industry or economic sector.

“Current SpinCo Workers’ Compensation Claims” has the meaning set forth in Section 6.2.

“Damages” means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines

(civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or

defending a claim or Action), of any nature or kind, whether or not the same would properly be reflected on any financial statements or the footnotes thereto.

“Delayed Transfer Employee” has the meaning set forth in Section 2.4.

“Distribution” has the meaning set forth in the Recitals.

“Early Transfer Employee” has the meaning set forth in Section 2.4.

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

“Employment Agreement” means any individual employment, offer, retention, consulting, restrictive covenant, sign-on, relocation, change in control, sale bonus, incentive bonus, severance or other individual compensatory agreement (including any claw back or repayment agreement) between any current or former employee and

Parent or any of its Affiliates.

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

“Former Parent Employee” means any individual who (i) on or before

the close of business on the Distribution Date retired or otherwise separated from service from Parent and its Affiliates, and (ii) is not a Former SpinCo Employee.

“Former SpinCo Employee” means any individual (i) (A) who on or before the close of business on the Distribution Date

retired or otherwise separated from service from Parent and its Affiliates, and (B) whose last day worked with Parent and its Affiliates was with (I) the SpinCo Business or (II) any Person that will be a member of the SpinCo Group

immediately after the Distribution or (ii) who is set forth on Schedule 1.1(a).

“German Spinoff Pension

Plan” has the meaning set forth in Section 3.1(a)(iii)(A).

“German Split Pension

Plan” has the meaning set forth in Section 3.1(a)(iii)(A).

“German Split Pension Plan

Inactive Liability Assumption Date” has the meaning set forth in Section 3.1(a)(iii)(A).

“Group” means the Parent Group or the SpinCo Group, as the context requires.

“Historical SpinCo Workers’ Compensation Claims” has the meaning set forth in Section 6.2.

“Non-U.S. Benefit Plan” means, with respect to an entity, each plan, program,

policy, agreement, arrangement or understanding that is maintained primarily for the benefit of employees outside of the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing,

savings, retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement sponsored, maintained

or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no (i) Parent Equity Compensation Award, nor any plan under which any such Parent Equity Compensation Award

is granted (ii) plan, program or arrangement sponsored by a Governmental Authority or (iii) plan, policy, program, arrangement or understanding mandated by applicable Law will constitute a

“Non-U.S. Benefit Plan”. In addition, no Employment Agreement will constitute a Non-U.S. Benefit Plan for purposes hereof.

“Non-U.S. SpinCo Employee” means each SpinCo Employee whose employment is based

outside of the United States. Non-U.S. SpinCo Employees also include Delayed Transfer Employees whose employment is based outside of the United States and who are SpinCo Delayed Transferees, effective as of

the Applicable Transfer Date.

“Parent” has the meaning set forth in the preamble.

“Parent AIP” has the meaning set forth in in Schedule 5.3(a).

“Parent Benefit Plan” means each Benefit Plan that is not a SpinCo Benefit Plan.

“Parent Compensation Committee” means the Compensation and Human

Resources Committee of the board of directors of Parent.

“Parent Delayed Transferees” means the Delayed Transfer

Employees who transfer from the SpinCo Group to the Parent Group.

“Parent Employee” means each individual who, as of

the close of business on the Distribution Date, is employed by Parent or any of its Subsidiaries but is not a SpinCo Employee (whether employed by the Parent Group or the SpinCo Group). For the avoidance of doubt, Parent Employees also include

Parent Delayed Transferees, effective as of the Applicable Transfer Date.

“Parent Entity” means a member of the Parent

Group.

“Parent Equity Compensation Award” means each Parent Performance-Based RSU and Parent Time-Based RSU.

“Parent LTIP” means the Aptiv PLC Long-Term Incentive Plan.

“Parent Non-U.S. Benefit Plan” means each Non-U.S. Benefit Plan that is not

a SpinCo Non-U.S. Benefit Plan.

“Parent Non-U.S. Welfare Plan” means each

Parent Non-U.S. Benefit Plan that is a Welfare Plan that is not statutorily mandated.

“Parent Participant” means any Parent Employee, Former Parent Employee, Former SpinCo Employee (if any) or non-employee board member who immediately prior to the Distribution Date holds Parent Equity Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“Parent Performance-Based RSU” means a performance-based restricted stock unit award with respect to Parent Stock granted

by Parent under the Parent LTIP before the Distribution Date.

“Parent Retain Pension Plans” has the meaning set forth

in Section 3(a).

“Parent Time-Based RSU” means a time-based restricted stock unit award with

respect to Parent Stock granted by Parent under any Parent LTIP before the Distribution Date.

“Parent Welfare Plan”

means each Parent Benefit Plan that is a Welfare Plan.

“Plan Payee” means, as to an individual who participates in a

Benefit Plan, such individual’s dependents, beneficiaries, alternate payees and alternate recipients, as applicable under such Benefit Plan.

“Plan Split Date” means the date set forth on Schedule 1.1(b) for each of the countries listed thereon.

“Post-Distribution VWAP Parent Price” means the two-day volume weighted average price of Parent Stock on the New York Stock Exchange during the first and second Trading Days immediately following the Distribution (as traded on the “regular way”

market) as reported by Bloomberg L.P. or any successor thereto.

“Pre-Distribution

Action” means an Action by any Third-Party with respect to a Split Plan, Parent Employee, Former Parent Employee, SpinCo Employee, or Former SpinCo Employee that arises from an act, omission, or event that occurred prior to the

Distribution.

“Pre-Distribution Parent Price” means the closing sale price of

Parent Stock on the New York Stock Exchange on the Trading Day immediately preceding the Distribution Date (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“Replicate Spinoff Pension Plan” has the meaning set forth in Section 3.1(a).

“Replicate Split Pension Plans” has the meaning set forth in Section 3.1(a).

“Retained Severance Benefits” has the meaning set forth in Section 6.1(a).

“Separation Agreement” has the meaning set forth in the Recitals.

“Separate Spinoff Pension Plan” has the meaning set forth in Section 3.1(a).

“Separate Split Pension Plan” has the meaning set forth in Section 3.1(a).

“SpinCo” has the meaning set forth in the preamble.

“SpinCo AIP” has the meaning set forth in Section 5.3(a).

“SpinCo Benefit Plan” means (i) any Benefit Plan sponsored or maintained by any member of the SpinCo Group or

or maintain any Benefit Plan if its relationship to such Benefit Plan is solely to administer such Benefit Plan or to provide to the Parent Group any reimbursement in respect of such Benefit Plan.

“SpinCo Convey Pension Plans” has the meaning set forth in Section 3.1(a).

“SpinCo Employee” means each (a) employee (including any employee on an approved leave of absence) employed by Parent

or any of its Subsidiaries who is exclusively dedicated to the SpinCo Business as of immediately prior to the Distribution, (b) employee (including an employee on an approved leave of absence) who is employed by a SpinCo Entity as of

immediately prior to the Distribution and (c) other individual (i) listed on Schedule 1.1(c)(i) or (ii) hired or reassigned by Parent or any of its Subsidiaries between the date of this Employee Matters Agreement and the

Distribution Date to replace any of the individuals included on Schedule 1.1(c)(i), including, in the case of clause (i) or (ii), any individual on an approved leave of absence. Notwithstanding the foregoing, no individual listed on

Schedule 1.1(c)(ii) shall be considered a SpinCo Employee.

“SpinCo Employment Agreement” has the meaning set forth in

Section 5.4.

“SpinCo Entity” means a member of the SpinCo Group.

“SpinCo Equity Compensation Award” means each SpinCo Performance-Based RSU or SpinCo Time-Based RSU.

“SpinCo Flexible Account Plan” has the meaning set forth in Section 6.4.

“SpinCo Delayed Transferees” means the Delayed Transfer Employees who transfer from the Parent Group to the SpinCo Group.

“SpinCo LTIP” means the SpinCo Long Term Incentive Plan and any stock-based or other incentive plan identified by

SpinCo before the Distribution Date.

“SpinCo Non-U.S. Benefit Plan” means any (i) Non-U.S. Benefit Plan sponsored or maintained by a member of the SpinCo Group or (ii) any Non-U.S. Benefit Plan (other than as set forth in (i)) exclusively

for the benefit of the SpinCo Employees and/or former employees of the SpinCo Business. For the avoidance of doubt, such plans do not include any statutory programs, including retirement, severance, termination or insurance benefits required by

applicable Law.

“SpinCo Participant” means any SpinCo Employee who immediately prior to the Distribution Date holds

Parent Equity Compensation Awards, or a beneficiary, dependent or alternate payee of such person.

“SpinCo Performance-Based

RSU” means a performance-based restricted stock unit award with respect to SpinCo Stock subject to the SpinCo LTIP and resulting from the adjustment of Parent Performance-Based RSUs as described in

Section 9.1(a)(ii)(B).

“SpinCo Spinoff DC Plans” has the meaning set forth in

Section 7.1(a).

“SpinCo Spinoff Nonqualified Plans” has the meaning set forth in

Section 8.1(a).

“SpinCo Spinoff Non-U.S. DC Plans”

has the meaning set forth in Section 3.1(b).

“SpinCo Spinoff

Non-U.S. Welfare Plan” has the meaning set forth in Section 3.3.

“SpinCo Spinoff Welfare Plan” has the meaning set forth in Section 6.1(a).

“SpinCo Stock” means the ordinary shares, par value $0.01 per share, of SpinCo.

“SpinCo Time-Based RSU” means a time-based restricted stock unit award with respect to SpinCo Stock subject to the SpinCo

LTIP and resulting from the adjustment of Parent Time-Based RSUs as described in Section 9.1(a)(i)(B).

“SpinCo VWAP Price” means the two-day volume-weighted average price of SpinCo Stock

on the New York Stock Exchange during the first and second Trading Days immediately following the Distribution (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

“SpinCo Welfare Claims” has the meaning set forth in

Section 6.1(a).

“SpinCo Workers’ Compensation Claim” has the meaning set forth in

Section 6.5.

“Split DC Plans” has the meaning set forth in

Section 7.1(a).

“Split Non-U.S. Plan” means a Non-U.S. Benefit Plan sponsored, maintained or contributed to by the Parent Group that transferred liabilities to a Non-U.S. Benefit Plan sponsored, maintained or contributed

to by the SpinCo Group in connection with the Distribution.

“Split Non-U.S. Welfare

Plan” has the meaning set forth in Section 3.3.

“Split Nonqualified Plans” has the

meaning set forth in Section 8.1(a).

“Split Plans” means the Split Welfare Plans, Split DC

Plans, Split Nonqualified Plans, and Split Non-U.S. Plans.

“Split Welfare

Plans” has the meaning set forth in Section 6.1(a).

“Third-Party” means a Person

(including any Governmental Authority) who is not a member of the Parent Group or SpinCo Group.

“Trading Day” means

the period of time during any given calendar day, beginning at 9:30 a.m. (New York time) (or such other time as the New York Stock Exchange publicly announces is the official open of trading), and ending at 4:01 p.m. (New York time) (or one minute

after such other time as the New York Stock Exchange publicly announces is the official close of trading), in which trading and settlement in Parent Stock or SpinCo Stock is permitted on the New York Stock Exchange.

“U.S. SpinCo Employee” means each SpinCo Employee whose employment is based in the United States. U.S. SpinCo Employees

also include Delayed Transfer Employees whose employment is based in the United States and who are SpinCo Delayed Transferees, effective as of the Applicable Transfer Date.

“Vendor Contract” has the meaning set forth in Section 13.1.

“Welfare Plan” means each Benefit Plan that provides life insurance, health care, dental care, vision care, employee

assistance programs (EAP), accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits or is otherwise an “employee welfare benefit plan” as described in Section 3(1) of

ERISA.

“Workers’ Compensation Event” means the event, injury, illness or condition giving rise to a

workers’ compensation claim.

Section 1.2 Other Capitalized Terms. Capitalized terms not defined in this

Employee Matters Agreement, including the following, will have the meanings ascribed to them in the Separation Agreement:

•

Action

•

Affiliate

•

Ancillary Agreements

•

Distribution

•

Distribution Date

•

Global Data Processing Addendum

•

Governmental Authority

•

Law

•

Liability or Liabilities

•

Parent Group

•

Parent Stock

•

Person

•

SpinCo Business

•

SpinCo Group

•

Subsidiary

•

Tax or Taxes

•

Tax Matters Agreement

•

Third-Party Claim

•

Transition Services Agreement

ARTICLE II

GENERAL

PRINCIPLES; EMPLOYEE TRANSFERS

Section 2.1 Parent Group Employee Liabilities. Except as specifically provided in this

Employee Matters Agreement, the Parent Group will be solely responsible for (i) all employment, compensation and employee benefits Liabilities to the extent relating to, arising out of or resulting from Parent Employees and Former Parent

Employees, (ii) all Liabilities to the extent relating to, arising out of or resulting from each Parent Benefit Plan, and (iii) any other Liabilities expressly assigned or allocated to a Parent Group member under this Employee Matters

Agreement, whether arising before, on or after the Distribution Date.

Section 2.2 SpinCo Group Employee Liabilities. Except as specifically provided

in this Employee Matters Agreement, the SpinCo Group will be solely responsible for (i) all employment, compensation and employee benefits Liabilities to the extent relating to, arising out of or resulting from SpinCo Employees, (ii) all

employment, compensation and employee benefits Liabilities to the extent relating to, arising out of or resulting from Former SpinCo Employees, except as otherwise required by Law or provided in Schedule 2.2, (iii) all Liabilities to the

extent relating to, arising out of or resulting from each SpinCo Benefit Plan, and (iv) any other Liabilities expressly assigned or allocated to a SpinCo Group member under this Employee Matters Agreement, whether arising before, on or after

the Distribution Date.

Section 2.3 Parent Benefit Plans/SpinCo Benefit Plans.

(a) Except as otherwise provided herein or as set forth on Schedule 2.3(a), the Parent Group will be exclusively responsible for

administering each Parent Benefit Plan and Parent Non-U.S. Benefit Plan in accordance with its terms and for all obligations and Liabilities to the extent relating to, arising out of or resulting from the

Parent Benefit Plans and Parent Non-U.S. Benefit Plans and all benefits owed to participants in the Parent Benefit Plans and Parent Non-U.S. Benefit Plans, whether arising before, on or after the Distribution

Date.

(b) Except as otherwise provided herein or as set forth on Schedule 2.3(b), effective as of (i) the applicable Plan

Split Date, in the case of the SpinCo Spinoff DC Plans, the SpinCo Spinoff Non-U.S. DC Plans, the SpinCo Spinoff Nonqualified Plans, the SpinCo Spinoff Welfare Plans and the SpinCo Spinoff Non-U.S. Welfare Plans and (ii) the Distribution Date, in the case of all other SpinCo Benefit Plans and SpinCo Non-U.S. Benefit Plans, the SpinCo Group will be

exclusively responsible for administering each SpinCo Benefit Plan and SpinCo Non-U.S. Benefit Plan in accordance with its terms and for all obligations and Liabilities to the extent relating to, arising out

of or resulting from SpinCo Benefit Plans and SpinCo Non-U.S. Benefit Plans and all benefits owed to participants in the SpinCo Benefit Plans and SpinCo Non-U.S. Benefit

Plans, whether arising before, on or after the Distribution Date or Plan Split Date, as applicable.

Section 2.4 Employee

Transfers. Any employee whose employment transfers pursuant to one of the following categories will be a “Delayed Transfer Employee”; provided that such employee was continuously employed by a member of the SpinCo Group

or the Parent Group (as applicable) from the Distribution Date through the date of the employment transfer: (a) within 6 months after the Distribution Date from the Parent Group to the SpinCo Group or from the SpinCo Group to the Parent Group

because such employee was inadvertently and erroneously treated as employed by the wrong employer on the Distribution Date; (b) within 30 months after the Distribution Date from the Parent Group to the SpinCo Group if such employee was on

disability leave on the Distribution Date and such transfer occurs immediately upon the employee returning to work; or (c) to the extent applicable, before or at the expiration of, as determined by Parent, the applicable period of the

Transition Services Agreement under which

such employee provides services. Notwithstanding anything herein to the contrary, no employee will be considered a Delayed Transfer Employee unless the mutual agreement with respect to, and the

Applicable Transfer Date of, the Delayed Transfer Employee occurs on or before the end of the maximum period during which the transfer is permitted to occur, as detailed above. With respect to any employee whose employment transfers prior to the

Distribution Date, if any, in accordance with a local asset, stock transfer or business transfer agreement or otherwise (“Early Transfer Employees”), the treatment of Liabilities set forth in this Employee Matters Agreement that

applies to employees who transfer employment on the Distribution Date shall also apply to such Early Transfer Employees.

ARTICLE III

NON-U.S. RETIREMENT AND BENEFIT PLANS AND

NON-U.S.

EMPLOYEE TRANSFERS

Section 3.1 Non-U.S. Plans Generally. Except as otherwise

provided below, effective as of the Distribution Date, (i) Parent or a member of the Parent Group will retain each Parent Non-U.S. Benefit Plan and (ii) SpinCo or a member of the SpinCo Group will

retain or assume each SpinCo Non-U.S. Benefit Plan. To the extent that applicable Law of any jurisdiction requires that, in connection with the transactions contemplated by this Employee Matters Agreement, the

Separation Agreement or the other Ancillary Agreements, all or a portion of the Parent Non-U.S. Benefit Plans listed on Schedule 3.1 be assumed by a member of the SpinCo Group or be applicable to the Non-U.S. SpinCo Employees on and after the Distribution Date for such period of time permitted or required under applicable Law, SpinCo will cause the SpinCo Group to assume such Parent Non-U.S. Plans or apply the terms of such Parent Non-U.S. Benefit Plans to Non-U.S. SpinCo Employees.

(a) Non-U.S. Pension Plans. Notwithstanding anything herein to the contrary, the following

treatment shall apply with respect to the non-U.S. pension plans:

(i) Convey. SpinCo or

another member of the SpinCo Group shall retain all Liabilities with respect to the Benefit Plans listed on Schedule 3.1(a)(i) (the “SpinCo Convey Pension Plans”).

(ii) Retain. Parent or another member of the Parent Group shall retain all Liabilities with respect to the Benefit Plans listed on

Schedule 3.1(a)(ii) (the “Parent Retain Pension Plans”).

(iii) Separate.

(A) Effective as of the applicable Plan Split Date, SpinCo or another member of the SpinCo Group has established and adopted the defined

benefit pension plans listed on Schedule 3.1(a)(iii)(A)(1) (collectively, the “Separate Spinoff Pension Plans”) to provide retirement benefits to certain Non-U.S. SpinCo Employees and

former Non-U.S. SpinCo Employees and their respective Plan Payees located in the jurisdictions set forth next to each such Separate Spinoff Pension Plan, who participated in the pension plans listed on

Schedule 3.1(a)(iii)(A)(2) (collectively, the “Separate Split Pension Plans”) immediately prior to the applicable Plan Split Date. The Separate Spinoff Pension Plans, as applicable, assumed liability

for all benefits accrued or earned by Non-U.S. SpinCo Employees, former Non-U.S. SpinCo Employees and their

respective Plan Payees under the corresponding applicable Separate Split Pension Plan as of the applicable Plan Split Date; provided, that with respect to any Separate Split Pension Plan in Germany (the “German Split Pension

Plan”) and the corresponding Separate Spinoff Pension Plan in Germany (the “German Spinoff Pension Plan”), the liabilities with respect to former Non-U.S. SpinCo Employees and

their respective Plan Payees shall be assumed by the German Spinoff Pension Plan as soon as reasonably practicable following the Distribution Date at the time which such liabilities are permitted to be assumed in accordance with applicable German

Law (the “German Spinoff Pension Plan Inactive Liability Assumption Date”). As of the applicable Plan Split Date, SpinCo or a member of the SpinCo Group is solely responsible for taking all necessary, reasonable, and appropriate

actions to maintain and administer the Separate Spinoff Pension Plans so that such plans comply with applicable local Law. As of the applicable Plan Split Date (or, the German Spinoff Pension Plan Inactive Liability Assumption Date, as applicable),

the Liabilities under the Separate Split Pension Plans to the extent relating to, arising out of or resulting from Non-U.S. SpinCo Employees, former Non-U.S. SpinCo

Employees and their respective Plan Payees have ceased to be Liabilities of the Separate Split Pension Plans, and have been or will be assumed by the Separate Spinoff Pension Plans, as applicable, and the Parent Group and the Separate Split Pension

Plans have retained or will retain all Liabilities to the extent relating to, arising out of or resulting from Parent Employees and Former Parent Employees.

(B) On or prior to the Distribution Date (or, the German Spinoff Pension Plan Inactive Liability Assumption Date, as applicable), Parent or a

member of the Parent Group shall cause or have caused the Separate Split Pension Plans (or any applicable trust related thereto) to transfer to the corresponding Separate Spinoff Pension Plan (or any applicable trust related thereto) a portion of

the assets of the Separate Split Pension Plans, in cash or in kind, pursuant to the methodology set forth on Schedule 3.1(a)(iii)(B).

(iv) Replicate.

(A)

Effective as of the Plan Split Date, SpinCo or another member of the SpinCo Group has established and adopted the defined benefit pension plans listed on Schedule 3.1(a)(iv)(A)(1) (collectively, the “Replicate Spinoff Pension

Plans”) to provide retirement benefits to certain Non-U.S. SpinCo Employees and former Non-U.S. SpinCo Employees and their respective Plan Payees located in

the jurisdictions set forth next to each such Replicate Spinoff Pension Plan, who participated in the pension plans listed on Schedule 3.1(a)(iv)(A)(2) (collectively, the “Replicate Split Pension Plans”) prior to the

applicable Plan Split Date. The Replicate Spinoff Pension Plans, as applicable, assumed liability for all benefits accrued or earned by Non-U.S. SpinCo Employees and former

Non-U.S. SpinCo Employees and their respective Plan Payees under the corresponding applicable Replicate Split Pension Plan as of the applicable Plan Split Date. As of the applicable Plan Split Date, SpinCo or

a member of the SpinCo Group is solely responsible for taking all necessary, reasonable, and appropriate actions to maintain and administer the Replicate Spinoff Pension Plans so that such plans comply with applicable local Law. As of the applicable

Plan Split Date, the Liabilities under the Replicate Split Pension Plans to the extent relating to, arising out of or resulting from Non-U.S. SpinCo Employees, former

Non-U.S. SpinCo Employees, and their Plan Payees have ceased to be Liabilities of the Replicate Split Pension Plans, and have been assumed by the Replicate Spinoff Pension Plans, as applicable, and the Parent

Group and the Replicate Split Pension Plans have retained or will retain all Liabilities to the extent relating to, arising out of or resulting from Parent Employees and Former Parent Employees.

(B) Because the Replicate Split Pension Plans are unfunded, no assets have been or will be

transferred to the Replicate Spinoff Pension Plans.

(b) Non-U.S. Defined Contribution

Plans.

(i) Effective as of the applicable Plan Split Date, SpinCo or another member of the SpinCo Group has established and adopted

certain defined contribution plans and, as applicable, related master trusts or other trusts listed on Schedule 3.1(b)(i)(A) (such plans and trusts, the “SpinCo Spinoff Non-U.S. DC

Plans”). Each SpinCo Spinoff Non-U.S. DC Plan has terms and features (including employer contribution provisions) that are substantially similar to one of the

Non-U.S. Benefit Plans listed on Schedule 3.1(b)(i)(B) (such Benefit Plans, the “Split Non-U.S. DC Plans”) such that each Split Non-U.S. DC Plan is substantially replicated by a corresponding SpinCo Spinoff Non-U.S. DC Plan. As of the Plan Split Date, SpinCo or a member of the SpinCo Group is solely

responsible for taking all necessary, reasonable, and appropriate actions to maintain and administer the SpinCo Spinoff Non-U.S. DC Plans so that they comply with applicable Laws.

(ii) Except as otherwise required by applicable Law or as set forth on Schedule 3.1(b)(ii), each Split

Non-U.S. DC Plan shall retain the accounts, Liabilities and related assets in such Split Non-U.S. DC Plan attributable to SpinCo Employees, Former SpinCo Employees,

Parent Employees and Former Parent Employees. On or prior to the Distribution Date, with respect to each Split Non-U.S. DC Plan set forth on Schedule 3.1(b)(ii), Parent or another member of the Parent

Group has transferred, or will transfer, to the applicable SpinCo Spinoff Non-U.S. DC Plan, and SpinCo or another member of the SpinCo Group has caused, or will cause, such SpinCo Spinoff Non-U.S. DC Plan to accept the transfer of the accounts, Liabilities and related assets of such Split Non-U.S. DC Plan to the extent relating to, arising out of or resulting

from SpinCo Employees (or any Former SpinCo Employee who was employed at the time of such transfer). Such transfers have been, or will be, in cash or in-kind (as determined by the transferor) and include

outstanding loan balances.

(iii) On or as soon as reasonably practicable following the Distribution Date or Applicable Transfer Date (but

not later than 30 days thereafter), SpinCo or a member of the SpinCo Group will cause the accounts, Liabilities and related assets in the corresponding SpinCo Spinoff Non-U.S. DC Plan attributable to any

Parent Delayed Transferees (if any) and their respective Plan Payees (including any outstanding loan balances) to be transferred, to the extent not already transferred, in cash or in-kind to the applicable

Split Non-U.S. DC Plan. Parent or another member of the Parent Group will cause the applicable Split Non-U.S. DC Plan to accept such transfer of accounts, Liabilities

and assets.

(iv) From and after the applicable Plan Split Date, except as specifically provided in

paragraph (iii) above, SpinCo and the SpinCo Group will be solely and exclusively responsible for all obligations and Liabilities to the extent relating to, arising out of or resulting from the SpinCo Spinoff

Non-U.S. DC Plans, whether accrued before, on or after the Distribution Date. For the avoidance of doubt, the SpinCo Spinoff Non-U.S. DC Plans will, to the extent

required by Law and the terms of the applicable SpinCo Spinoff Non-U.S. DC Plans, have the sole and exclusive obligation to restore the unvested portion of any account attributable to any individual who

becomes employed by a member of the SpinCo Group and whose employment with Parent or any of its Affiliates, or a member of the Parent Group or a member of the SpinCo Group, terminated on or before the Distribution at a time when such

individual’s benefits under the Split Non-U.S. DC Plans were not fully vested.

(v)

Continuation of Elections. As of the applicable Plan Split Date or Applicable Transfer Date, SpinCo (acting directly or through a member of the SpinCo Group) will cause the SpinCo Spinoff Non-U.S. DC Plans to recognize and maintain all

elections (to the extent still applicable and reasonable and to the extent not otherwise changed by the respective plan participant), including investment and payment form elections, beneficiary designations, and the rights of alternate payees under

qualified domestic relations orders with respect to SpinCo Employees, Former SpinCo Employees employed as of the applicable Plan Split Date and their respective Plan Payees under the corresponding Split

Non-U.S. DC Plans.

(vi) Contributions Due. All amounts payable to the Split Non-U.S. DC Plans with respect to employee deferrals, matching contributions and employer contributions for any employees (including SpinCo Employees and Former SpinCo Employees employed as of the applicable Plan

Split Date) relating to a time period ending on or prior to the applicable Plan Split Date, determined in accordance with the terms and provisions of the Split Non-U.S. DC Plans and applicable Law, have been

or will be paid by Parent or another member of the Parent Group to the appropriate Split Non-U.S. DC Plan in accordance with its terms and prior to the earlier of (i) the date of any asset transfer

described in Section 3.1(b)(ii) and (ii) the Distribution Date.

Section 3.2 Non-U.S. Employees. Notwithstanding anything to the contrary contained in this Employee Matters Agreement, any employee who is employed by a member of the Parent Group in a

non-U.S. jurisdiction immediately prior to the Distribution Date, and who is required by applicable Law to transfer, or who has accepted a transfer of employment (on the same or different terms that applied

prior to the Distribution), to a member of the SpinCo Group in connection with the transactions contemplated by this Employee Matters Agreement, the Separation Agreement or the other Ancillary Agreements will transfer automatically on the

Distribution Date to SpinCo or a member of the SpinCo Group in accordance with such applicable Law and will be deemed to be a Non-U.S. SpinCo Employee for purposes of this Employee Matters Agreement.

Notwithstanding anything to the contrary herein, the following terms will apply to all Non-U.S. SpinCo Employees:

(a) To the extent that (i) applicable Law of any jurisdiction, (ii) any applicable Collective Bargaining Agreement or other

applicable agreement with a works council or economic committee, or (iii) any applicable employment agreement would require SpinCo or its Affiliates (including a member of the SpinCo Group) to provide any terms of employment to any Non-U.S. SpinCo Employee that are more favorable than those otherwise provided for in this Employee Matters Agreement in connection with the Distribution, then SpinCo will cause a member of the SpinCo Group to

provide such Non-U.S. SpinCo Employee with such more favorable terms. Except as otherwise set forth in this Employee Matters Agreement, SpinCo will

be responsible for Liabilities for, and will cause the SpinCo Group to provide all compensation or benefits (whether statutory, contractual or otherwise) to each

Non-U.S. SpinCo Employee to the extent relating to, arising out of or resulting from the transactions contemplated by this Employee Matters Agreement, the Separation Agreement, or the other Ancillary

Agreements, or the related transfer of the employee to SpinCo or a member of the SpinCo Group.

(b) Parent and SpinCo agree that, to the

extent provided or required under the applicable Laws of certain foreign jurisdictions and except as provided below, the Collective Bargaining Agreements as set forth on Schedule 3.2(b) that are applicable to the Non-U.S. SpinCo Employees in such jurisdictions will have effect after the Distribution as if originally made between a member of the SpinCo Group (or a union, works council, or trade organization of which a SpinCo

Group entity is a member) and the other parties to the Collective Bargaining Agreement until the earlier of the expiration of the original term of such agreement or the date on which a new, negotiated agreement becomes effective.

(c) Parent and SpinCo agree that, to the extent provided or required under the applicable Laws of certain foreign jurisdictions, any employment

agreements between Parent or one of its Affiliates and any Non-U.S. SpinCo Employee will have effect after the Distribution (or transfer date, as applicable) as if originally made between the SpinCo Group and

the other parties to such employment agreement until the earlier of the expiration of the original term of such agreement or the date on which a new, negotiated agreement becomes effective.

Section 3.3 SpinCo Spinoff Non-U.S. Welfare Plans. Effective as of the Distribution Date

or Applicable Transfer Date, as applicable, SpinCo or a member of the SpinCo Group will provide all welfare benefits required under the applicable Laws of certain foreign jurisdictions to Non-U.S. SpinCo

Employees. In accordance with the foregoing and, as necessary, effective as of the Plan Split Date, SpinCo or a member of the SpinCo Group has established and adopted certain welfare benefit plans (such plans, the “SpinCo Spinoff Non-U.S. Welfare Plans”) which have terms and features (including benefit coverage options and employer contribution provisions) that are substantially similar to one of the Parent Benefit Plans listed on

Schedule 3.3(i) (such Parent Benefit Plans, the “Split Non-U.S. Welfare Plans”) such that (for the avoidance of doubt) each Split

Non-U.S. Welfare Plan is or will be substantially replicated by a SpinCo Spinoff Non-U.S. Welfare Plan, except as otherwise provided on Schedule 3.3(ii). From and

after the Distribution Date or Applicable Transfer Date, as applicable, SpinCo will cause each SpinCo Spinoff Non-U.S. Welfare Plan to continue to cover those Non-U.S.

SpinCo Employees, former Non-U.S. SpinCo Employees and their Plan Payees who, prior to the Distribution or Applicable Transfer Date, were participating in, or entitled to present or future benefits under the

SpinCo Spinoff Non-U.S. Welfare Plans, except, to the extent applicable, as otherwise provided in the Transition Services Agreement.

ARTICLE IV

SERVICE CREDIT

Section 4.1 Service Credit for Employee Transfers. The Benefit Plans will provide the following service crediting rules effective

as of the Distribution Date:

(a) From and after the Distribution Date, in the case of all SpinCo Benefit Plans, SpinCo will, and will

cause its Affiliates and successors to, provide credit under the SpinCo Benefit Plans to each SpinCo Employee (and Former SpinCo Employee, if applicable) for all service with the Parent Group prior to the Distribution Date or Plan Split Date, as

applicable, for purposes of eligibility, vesting, and benefit service under the appropriate SpinCo Benefit Plans in which the SpinCo Employee (and Former SpinCo Employee, if applicable) is otherwise eligible, subject to the terms of those plans;

provided, however, that service will not be recognized to the extent that such recognition would result in the duplication of benefits taking into account both Parent Benefit Plans and SpinCo Benefit Plans.

(b) A Delayed Transfer Employee’s service with the SpinCo Group or the Parent Group (as applicable) following the Distribution will be

recognized for purposes of eligibility, vesting and benefit service under the appropriate Parent Benefit Plans or SpinCo Benefit Plans in which they are otherwise eligible, subject to the terms of those plans; provided, however, that

service will not be recognized to the extent that such recognition would result in the duplication of benefits taking into account both Parent Benefit Plans and SpinCo Benefit Plans.

after the Distribution Date, the Benefit Plans of the SpinCo Group for employees hired by the SpinCo Group or Parent Group for employees hired by the Parent Group will not recognize such employee’s service with the Parent Group for employees

hired by the SpinCo Group or the SpinCo Group for employees hired by the Parent Group unless required by Law.

ARTICLE V

LITIGATION AND COMPENSATION

Section 5.1 Employee-Related Litigation. Notwithstanding any provision of this Employee Matters Agreement to the contrary,

Liability with respect to any Pre-Distribution Action: (i) will be a SpinCo Liability if it relates to SpinCo Employees and/or Former SpinCo Employees and (ii) will be a Parent Liability if it

relates to Parent Employees and/or Former Parent Employees.

Section 5.2 Vacation. Except to the extent not permitted by

applicable Law, the Parent Group will assume or retain, as applicable, responsibility for accrued vacation attributable to Parent Employees as of the Distribution Date or Applicable Transfer Date. Except to the extent not permitted by applicable

Law, the SpinCo Group will assume or retain, as applicable, responsibility for accrued vacation attributable to SpinCo Employees as of the Distribution Date or Applicable Transfer Date.

Section 5.3 Annual Bonuses.

(a) Parent has established separate annual incentive measures and goals for SpinCo Employees within Parent’s Annual Incentive Plan (the

“Parent AIP”) for 2026. Following the Distribution, the SpinCo Group shall adopt an annual incentive plan for SpinCo Employees and approve annual incentive measures and goals that were previously approved by Parent for SpinCo

Employees (the “SpinCo AIP”). The SpinCo Board will review the achievement of the applicable goals for the applicable performance period to determine the amount of funding to be used by the SpinCo Group to determine

awards. For the sake of clarity, the Parent Group will determine the funding for, and the awards earned under, the Parent AIP for 2026 for all Parent Employees, and be responsible for and pay any such awards in accordance with the terms of the

Parent AIP, and the SpinCo Group will determine the funding for, and awards earned under, the SpinCo AIP for 2026 for all SpinCo Employees, and be responsible for and pay any such awards.

(b) The Parent Group will be responsible for establishing and paying any annual bonus for its employees for performance periods commencing in

2027 or, for any Parent Delayed Transferee whose Applicable Transfer Date is in a year after 2026, the year in which the Applicable Transfer Date occurs, and the SpinCo Group will be responsible for establishing and paying any annual bonus for its

employees for performance periods commencing in 2027 or, for any SpinCo Delayed Transferee whose Applicable Transfer Date is in a year after 2026, the year in which the Applicable Transfer Date occurs.

Section 5.4 Employment Agreements. Prior to the Distribution Date or on the Applicable Transfer Date (in respect of SpinCo Delayed

Transferees), SpinCo or a member of the SpinCo Group has assumed or will assume and is or will be solely responsible for any Employment Agreement to which a SpinCo Employee or Former SpinCo Employee is a party (a “SpinCo Employment

Agreement”), and the Parent Group will have no Liabilities with respect thereto. Notwithstanding any provision to the contrary, (i) the SpinCo Employment Agreements will be the responsibility of one or more members of the SpinCo Group

following the Distribution Date or the Applicable Transfer Date (in respect of SpinCo Delayed Transferees) and (ii) except as otherwise set forth in Article III, Parent or the Parent Group, as applicable, will retain and be solely and

exclusively responsible for all obligations and Liabilities with respect to, or in any way related to, any Employment Agreement that is not a SpinCo Employment Agreement. For the avoidance of doubt, SpinCo or the applicable member of the SpinCo

Group shall be entitled to all rights and benefits under any SpinCo Employment Agreement or any plan, policy or arrangement covering any SpinCo Employee prior to the Distribution Date, including, without limitation, the right to enforce any

repayment, clawback, or similar provisions related to a SpinCo Employee’s employment (including with respect to amounts paid or advanced to a SpinCo Employee prior to the Distribution Date or Applicable Transfer Date, as applicable), to the

same extent as Parent or any member of the Parent Group would have been entitled to enforce such rights or benefits had the Distribution not occurred.

ARTICLE VI

CERTAIN WELFARE BENEFIT PLAN MATTERS

Section 6.1 SpinCo Spinoff Welfare Plans.

(a) Effective as of the Distribution Date or Applicable Transfer Date, as applicable, SpinCo or a member of the SpinCo Group will provide all

welfare benefits required under the applicable Laws to U.S. SpinCo Employees. In accordance with the foregoing and, as necessary, effective as of the Plan Split Date, SpinCo or a member of the SpinCo Group has established and adopted certain welfare

benefit plans (such plans, the “SpinCo Spinoff Welfare Plans”) which have terms and features (including benefit coverage options and employer contribution provisions) that are substantially similar to one of the Parent Benefit

Plans listed on Schedule 6.1 (such Parent Benefit Plans, the “Split Welfare Plans”) such that (for the avoidance of doubt) each Split Welfare Plan is or will be substantially replicated by a SpinCo Spinoff Welfare Plan.

From and after the Distribution Date or Applicable Transfer Date, as applicable, SpinCo will cause each SpinCo Spinoff Welfare Plan to continue to cover those U.S. SpinCo Employees, Former U.S. SpinCo Employees and their Plan Payees who, prior to

the Distribution or Applicable Transfer Date, were participating in, or entitled to present or future benefits under, the SpinCo Spinoff Welfare Plans, except, to the extent applicable, as otherwise provided in the Transition Services Agreement.

Notwithstanding the foregoing, with respect to any severance benefits owed to any Parent Employee or Former Parent Employee as a result of a termination of employment occurring on or prior to the Distribution Date (the “Retained Severance

Benefits”), the Parent Group and the applicable Parent Welfare Plans (including the Split Welfare Plans) will be solely responsible for all such Retained Severance Benefits. With respect to any severance benefits owed to any SpinCo

Employee or Former SpinCo Employee as a result of a termination of employment occurring on or prior to the Distribution Date, the SpinCo Group and the applicable SpinCo Spinoff Welfare Plans will be solely responsible for all such severance

benefits. The SpinCo Group and the SpinCo Spinoff Welfare Plans will be solely responsible for all claims incurred by SpinCo Employees and their Plan Payees under the SpinCo Spinoff Welfare Plans and Split Welfare Plans that are unpaid as of the

Distribution Date or Applicable Transfer Date, as applicable (except with respect to Retained Severance Benefits or as otherwise provided in the Transition Services Agreement) (“SpinCo Welfare Claims”), but only to the extent such

claims are not otherwise payable under an insurance policy held by the Parent Group. To the extent any SpinCo Welfare Claims are payable under an insurance policy held by the Parent Group, Parent will take all commercially reasonable actions

necessary to process such claim and obtain payment under the applicable insurance policy. To the extent the Parent Group, following the Distribution Date, incurs any costs or liabilities related to any SpinCo Welfare Claims in respect of any Former

SpinCo Employees, SpinCo shall reimburse the Parent Group for the amount of such expenses within 30 days of the Parent Group delivering notice to SpinCo of such incurred costs. The Parent Group and the Parent Welfare Plans will remain solely

responsible for all claims incurred by Parent Employees, Former Parent Employees and their Plan Payees under the Parent Welfare Plans, whether incurred before, on, or after the Distribution Date.

(b) For purposes of Article VI, a claim will be deemed “incurred” on the date that the event that gives rise to the claim

occurs (for purposes of life insurance, severance, sickness, accident, and disability programs) or on the date that treatment or services are provided (for purposes of health care programs).

(c) Schedule 6.1(c) shall set forth certain specific treatment of SpinCo Spinoff Welfare Plans with respect to SpinCo Delayed

Transferees.

Section 6.2 Workers’ Compensation. The Parent Group will be

solely responsible for all United States (including its territories) workers’ compensation claims of Parent Employees and Former Parent Employees, regardless of when the Workers’ Compensation Events to which such claims relate occur. The

Parent Group will have sole authority for administering, making decisions with respect to, and paying all United States (including its territories) workers’ compensation claims of SpinCo Employees and Former SpinCo Employees with respect to

Workers’ Compensation Events occurring before January 1, 2026 or, solely with respect to SpinCo Delayed Transferees, the Applicable Transfer Date (“Historical SpinCo Workers’ Compensation Claims”), subject to the

prior consent of SpinCo, which consent shall not be unreasonably withheld. The consent described in the immediately preceding sentence will be evidenced in writing with respect to any decision relating to (a) the settlement of a SpinCo

Workers’ Compensation Claim, (b) the designation of an “allowed condition,” or (c) the administration of ongoing litigation. The SpinCo Group will have sole authority for administering, making decisions with respect to,

and paying all United States (including its territories) workers’ compensation claims of SpinCo Employees and Former SpinCo Employees with respect to Workers’ Compensation Events occurring on or after January 1, 2026

(“Current SpinCo Workers’ Compensation Claims” and together with Historical SpinCo Workers’ Compensation Claims, “SpinCo Workers’ Compensation Claims”) and will be solely responsible for all

such claims. SpinCo will, and will cause any other SpinCo Entity (and each of their respective successors and assigns) to, jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their

respective successors and assigns from and against any and all Damages incurred by Parent to the extent relating to, arising out of or resulting from a SpinCo Workers’ Compensation Claim, to the extent such Damages are not payable under an

insurance policy held by the Parent Group. To the extent any such Damages are payable under an insurance policy held by the Parent Group, Parent will take all commercially reasonable actions necessary to obtain payment of such Damages under the

applicable insurance policy.

Section 6.3 COBRA. Effective as of the Distribution Date or Applicable Transfer Date, SpinCo or

a member of the SpinCo Group will assume or will cause the SpinCo Spinoff Welfare Plans to assume sole responsibility for compliance with COBRA after the Distribution Date or Applicable Transfer Date for all SpinCo Employees (and Former SpinCo

Employees) who experience a termination of employment on or after the applicable Plan Split Date and their “qualified beneficiaries” for whom a “qualifying event” occurs on or after the Distribution Date or the Applicable

Transfer Date; provided, however, that Parent or a member of the Parent Group will be responsible for furnishing any election notice required under COBRA to any SpinCo Delayed Transferee. Parent, the Parent Group, or a Split Welfare

Plan will remain solely responsible for compliance with COBRA before, on and after the Distribution Date or Applicable Transfer Date for Parent Employees and Former Parent Employees, and Former SpinCo Employees who experience a termination of

employment prior to the applicable Plan Split Date, and their “qualified beneficiaries”; provided, however, that SpinCo or a member of the SpinCo Group will be responsible for furnishing any election notice required under

COBRA to any Parent Delayed Transferee. The terms “qualified beneficiaries” and “qualifying event” will have the meanings given to them under Code Section 4980B and ERISA Sections

601-608. For the avoidance of doubt, Section 6.1(a) will govern whether the SpinCo Spinoff Welfare Plans or Split Welfare Plans are responsible for claims incurred by SpinCo Employees

and Former SpinCo Employees or their qualified beneficiaries while receiving continuation coverage under COBRA.

ARTICLE VII

U.S. TAX-QUALIFIED DEFINED CONTRIBUTION PLANS

Section 7.1 SpinCo Spinoff DC Plans.

(a) Effective as of the applicable Plan Split Date, SpinCo or a member of the SpinCo Group has established and adopted a defined contribution

plan that is intended to qualify under Code Section 401(a) and, as applicable, a related master trust or other trust exempt under Code Section 501(a) listed on Schedule 7.1(a)(i) (such plan and trust, the “SpinCo Spinoff DC

Plan”). The SpinCo Spinoff DC Plan has terms and features (including employer contribution provisions) that are substantially similar to the Parent Benefit Plan listed on Schedule 7.1(a)(ii) (such Benefit Plan, the “Split

DC Plan”) such that (for the avoidance of doubt) the Split DC Plan is substantially replicated the SpinCo Spinoff DC Plan. As of the Plan Split Date, SpinCo or a member of the SpinCo Group is solely responsible for taking all necessary,

reasonable, and appropriate actions (including the submission of the SpinCo Spinoff DC Plan to the Internal Revenue Service for a determination of tax-qualified status) to maintain and administer the SpinCo

Spinoff DC Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. The SpinCo Spinoff DC Plan will assume liability for all benefits accrued or earned

(whether or not vested) by SpinCo Employees and Former SpinCo Employees who were still employed on January 1, 2026, as applicable, under the Split DC Plan as of the Plan Split Date or Applicable Transfer Date.

(b) On or prior to the Distribution Date, Parent or another member of the Parent Group has caused or will cause the Split DC Plan to transfer

to the SpinCo Spinoff DC Plan, and SpinCo or another member of the SpinCo Group has caused or will cause the SpinCo Spinoff DC Plan to accept the transfer of, the accounts, Liabilities and related assets (including any then outstanding loan

balances) in the Split DC Plan attributable to SpinCo Employees and Former SpinCo Employees who were still employed on January 1, 2026, and their respective Plan Payees. The transfer of assets has been or will be in cash or in kind (as

determined by the transferor) and has included or will include outstanding loan balances, in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of

ERISA.

(c) On or as soon as reasonably practicable following the Applicable Transfer Date (but not later than 30 days thereafter), SpinCo

or a member of the SpinCo Group will cause the accounts and related assets in the SpinCo Spinoff DC Plan attributable to any Parent Delayed Transferees and their respective Plan Payees (including any outstanding loan balances) to be transferred, to

the extent not already transferred, in cash or in-kind (as determined by the transferor) in accordance with Code Section 414(l) and Treasury Regulation

Section 1.414(l)-1 and Section 208 of ERISA to the Split DC Plan. Parent or another member of the Parent Group will cause the Split DC Plan to accept such transfer of accounts and assets.

(d) From and after the Plan Split Date, SpinCo and the SpinCo Group will be solely and

exclusively responsible for all obligations and Liabilities with respect to, or in any way related to, the SpinCo Spinoff DC Plan, whether accrued before, on or after the Plan Split Date. For the avoidance of doubt, the SpinCo Spinoff DC Plan will,

to the extent required by Law and the terms of the applicable SpinCo Spinoff DC Plan, have the sole and exclusive obligation to restore the unvested portion of any account attributable to any individual who becomes employed by a member of the SpinCo

Group and whose employment with Parent or any of its Affiliates, or a member of the Parent Group, terminated on or before the Plan Split Date at a time when such individual’s benefits under the Split DC Plan was not fully vested.

Section 7.2 Contributions Due. All amounts payable to the Split DC Plan with respect to employee deferrals, matching contributions

and employer contributions for SpinCo Employees and Former SpinCo Employees, if applicable, relating to a time period ending on or prior to the Plan Split Date, determined in accordance with the terms and provisions of the Split DC Plan, ERISA and

the Code, have been or will be paid by Parent or another member of the Parent Group to the appropriate Split DC Plan prior to the date of any asset transfer described in Section 7.1(b).

ARTICLE VIII

NONQUALIFIED RETIREMENT PLANS

Section 8.1 SpinCo Spinoff Nonqualified Plans.

(a) Effective as of the applicable Plan Split Date, SpinCo or a member of the SpinCo Group has established and adopted certain nonqualified

retirement plans listed on Schedule 8.1(a)(i) (such plans, the “SpinCo Spinoff Nonqualified Plans”). Each SpinCo Spinoff Nonqualified Plan will have terms and features (including employer contribution provisions) that are

substantially similar to one of the Parent Benefit Plans listed on Schedule 8.1(a)(ii) (such plans, the “Split Nonqualified Plans”) such that (for the avoidance of doubt) each Split Nonqualified Plan is substantially

replicated by a corresponding SpinCo Spinoff Nonqualified Plan. SpinCo or a member of the SpinCo Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to establish, maintain and administer the SpinCo Spinoff

Nonqualified Plans so that they do not result in adverse Tax consequences under Code Section 409A. Each SpinCo Spinoff Nonqualified Plan has assumed or will assume liability for all benefits accrued or earned (whether or not vested) by SpinCo

Employees and Former SpinCo Employees (if any) and their respective Plan Payees under the corresponding Split Nonqualified Plan as of the Plan Split Date. From and after the Plan Split Date, SpinCo and the SpinCo Group shall be solely and

exclusively responsible for all obligations and Liabilities to the extent relating to, arising out of or resulting from the SpinCo Spinoff Nonqualified Plans, whether accrued before, on or after the Plan Split Date.

(b) From and after the Plan Split Date, Parent and the Parent Group are solely and exclusively responsible for all obligations and Liabilities

to the extent relating to, arising out of or resulting from the nonqualified retirement plans sponsored or maintained by a member of the Parent Group (including, but not limited to, the Split Nonqualified Plans) to the extent such obligations and

Liabilities are not specifically assumed by a SpinCo Group member or the SpinCo Spinoff Nonqualified Plans pursuant to Section 8.1(a).

retain and be solely and exclusively responsible for all obligations and Liabilities to the extent relating to, arising out of or resulting from any arrangements between Parent or its Affiliates and certain service providers and former service

providers of Parent (including Former SpinCo Employees) with respect to the plans set forth on Schedule 8.1(c).

Section 8.2

No Distributions on Separation. Parent and SpinCo acknowledge that neither the Distribution nor any of the other transactions contemplated by this Employee Matters Agreement (including the split of certain plans as of the Plan Split Date),

the Separation Agreement, or the other Ancillary Agreements will trigger a payment or distribution of compensation under any Benefit Plan that is a nonqualified retirement plan for any Parent Employee, SpinCo Employee, Former Parent Employee or

Former SpinCo Employee and, consequently, that the payment or distribution of any compensation to which any Parent Employee, SpinCo Employee, Former Parent Employee or Former SpinCo Employee is entitled under any such Benefit Plan will occur upon

such individual’s separation from service from the Parent Group or the SpinCo Group, as applicable, or at such other time as specified in the applicable Benefit Plan.

Section 8.3 Code Section 409A. Parent and SpinCo will cooperate in good faith so that the Distribution will not

result in adverse Tax consequences under Code Section 409A to any current or former employee of any member of the Parent Group or any member of the SpinCo Group, or their respective Plan Payees, in respect of his or her benefits under any

Parent Benefit Plan or SpinCo Benefit Plan.

Section 8.4 Continuation of Elections. As of the Plan Split Date or Applicable

Transfer Date and as permitted by Code Section 409A, SpinCo (acting directly or through a member of the SpinCo Group) has caused or will cause each SpinCo Spinoff Nonqualified Plan to recognize and maintain all elections (to the extent still

applicable and reasonable), including deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to SpinCo Employees and their Plan Payees

under the corresponding Split Nonqualified Plan.

Section 8.5 Delayed Transfer Employees.

(a) Any SpinCo Delayed Transferee will be treated in the same manner as a SpinCo Employee under this Article VIII, except that such

SpinCo Delayed Transferee may experience a separation from service from Parent (within the meaning of Code Section 409A) on his or her Applicable Transfer Date. Such a SpinCo Delayed Transferee’s Applicable Transfer Date will be treated

as the Distribution Date.

(b) The Parent Group will assume and be solely responsible, pursuant to the terms of the applicable Split

Nonqualified Plan, for any benefits accrued by any Parent Delayed Transferee under any SpinCo Spinoff Nonqualified Plan, and the SpinCo Group will have no liability with respect thereto. Any Parent Delayed Transferee will be treated in the same

manner as a Parent Employee under this Article VIII, except that such Parent Delayed Transferee may experience a separation from service from SpinCo (within the meaning of Code Section 409A) on his or her Applicable Transfer Date. Such a

Parent Delayed Transferee’s Applicable Transfer Date will be treated as the Distribution Date.

ARTICLE IX

PARENT EQUITY COMPENSATION AWARDS

Section 9.1 Outstanding Parent Equity Compensation Awards.

(a) Each Parent Equity Compensation Award that is outstanding as of the Distribution Date will be adjusted as described below, so that each

Parent Equity Compensation Award held by a Parent Participant will be adjusted to be an Adjusted Parent Equity Compensation Award, and each Parent Equity Compensation Award held by a SpinCo Participant will be adjusted to be a SpinCo Equity

Compensation Award, unless otherwise provided in this Section 9.1(a); provided, however, that, effective immediately prior to the Distribution, the Parent Compensation Committee may provide for different

adjustments with respect to some or all of a holder’s Parent Equity Compensation Awards. For greater certainty, any adjustments made by the Parent Compensation Committee will be deemed incorporated by reference herein as if fully set forth

below and will be binding on the parties hereto and their respective Subsidiaries.

(i) With respect to Parent Time-Based RSUs:

(A) Parent Time-Based RSUs held by each Parent Participant will be adjusted, effective as of the Distribution Date and immediately prior to

the Distribution, pursuant to the adjustment provisions of the Parent LTIP, to be Adjusted Parent Time-Based RSUs. Subject to the adjustment provisions of the Parent LTIP, the Adjusted Parent Time-Based RSUs otherwise will be subject to

substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the respective Parent Time-Based RSUs immediately prior to the Distribution Date. The number of such Adjusted Parent Time-Based RSUs for each

such Parent Participant will be equal to the product (rounded up to the nearest whole unit) of (1) the number of such Parent Time-Based RSUs held by such Parent Participant immediately prior to the Distribution Date and (2) a fraction,

(a) the numerator of which is the Pre-Distribution Parent Price and (b) the denominator of which is the Post-Distribution VWAP Parent Price.

(B) Parent Time-Based RSUs held by each SpinCo Participant will be adjusted, effective as of the Distribution Date and immediately prior to

the Distribution, pursuant to the adjustment provisions of the Parent LTIP, to be SpinCo Time-Based RSUs. Subject to the adjustment provisions of the Parent LTIP, the SpinCo Time-Based RSUs otherwise will be subject to substantially the same terms,

vesting conditions and other restrictions, if any, that were applicable to the respective Parent Time-Based RSUs immediately prior to the Distribution Date. The number of such SpinCo Time-Based RSUs for each such SpinCo Participant will be equal to

the product (rounded up to the nearest whole unit) of (1) the number of such Parent Time-Based RSUs held by such SpinCo Participant immediately prior to the Distribution Date and (2) a fraction, the numerator of which is the Pre-Distribution Parent Price and the denominator of which is the SpinCo VWAP Price.

(ii) With respect

to Parent Performance-Based RSUs:

(A) Parent Performance-Based RSUs held by each Parent Participant will be adjusted,

effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustment provisions of the Parent LTIP, to be Adjusted Parent Performance-Based RSUs. The target number of such Adjusted Parent Performance-Based RSUs

will be equal to the product (which will be rounded up to the nearest whole unit) of (1) the target number of such Parent Performance-Based RSUs held by such Parent Participant immediately prior to the Distribution and (2) a fraction,

(a) the numerator of which is the Pre-Distribution Parent Price and (b) the denominator of which is the Post-Distribution VWAP Parent Price. Subject to the adjustment provisions of the Parent LTIP,

the Adjusted Parent Performance-Based RSUs otherwise will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the respective Parent Performance-Based RSUs immediately prior to the

Distribution Date. The determination of whether any portion of an Adjusted Parent Performance-Based RSU award held by a Parent Participant has been earned will be made by the Parent Compensation Committee based upon the achievement of the applicable

management objectives for the applicable performance period, in each case in accordance with the principles set forth on Schedule 9.1(a)(ii)(A), during the first quarter of the calendar year following the calendar year in which the applicable

performance period ends, subject to the terms of the Adjusted Parent Performance-Based RSU award.

(B) Parent Performance-Based RSUs held

by each SpinCo Participant will be adjusted, effective as of the Distribution Date and immediately prior to the Distribution, pursuant to the adjustment provisions of the Parent LTIP, to be SpinCo Performance-Based RSUs. The target number of such

SpinCo Performance-Based RSUs will be equal to the product (which will be rounded up to the nearest whole unit) of (1) the target number of such Parent Performance-Based RSUs held by such SpinCo Participant immediately prior to the Distribution

and (2) a fraction, (a) the numerator of which is the Pre-Distribution Parent Price and (b) the denominator of which is the SpinCo VWAP Price. Subject to the adjustment provisions of the Parent

LTIP, the SpinCo Performance-Based RSUs otherwise will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the respective Parent Performance-Based RSUs immediately prior to the

Distribution Date. The determination of whether any portion of a SpinCo Performance-Based RSU award held by a SpinCo Participant has been earned will be made by the compensation committee of the board of directors of SpinCo based upon the

achievement of the applicable management objectives for the applicable performance period, in each case in accordance with the principles set forth on Schedule 9.1(a)(ii)(B), during the first quarter of the calendar year following the

calendar year in which the applicable performance period ends, in accordance with the terms of the SpinCo Performance-Based RSU award.

(b)

Prior to the Distribution Date, SpinCo will establish equity compensation plans, including the SpinCo LTIP, so that upon the Distribution, SpinCo will have in effect an equity compensation plan that allows grants of equity compensation awards

subject to substantially the same terms as those that apply to the applicable Parent Equity Compensation Awards. From and after the Distribution Date, each SpinCo Equity Compensation Award will be subject to the terms of the applicable SpinCo equity

compensation plan, the award agreement and such other applicable writings governing such SpinCo Equity Compensation Award and any Employment Agreement to which the applicable holder is a party. From and after the Distribution Date, SpinCo will

retain, pay, perform, fulfill and discharge all Liabilities to the extent relating to, arising out of or resulting from the SpinCo Equity Compensation Awards. Parent will retain, pay, perform, fulfill and discharge all Liabilities to the extent

relating to, arising out of or resulting from the Parent Equity Compensation Awards.

Section 9.1 will be made in a manner that, as determined by Parent, avoids adverse Tax consequences to holders under Code Section 409A.

Section 9.2 Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in

this Employee Matters Agreement, (i) to the extent any of the provisions in this Article IX (or any equity award described herein) do not conform with applicable non-U.S. Laws (including provisions

for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. Laws in such manner as is equitable and to preserve the intent hereof, as

determined by the parties in good faith, and (ii) the provisions of this Article IX may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article IX to awards

subject to non-U.S. Laws.

Section 9.3 Tax Withholding and Reporting.

(a) Except as otherwise required by applicable non-U.S. Law, the appropriate member of the Parent Group

will be responsible for all payroll taxes, withholding and reporting with respect to Parent Equity Compensation Awards held by Parent Employees, Former Parent Employees and Former SpinCo Employees. Except as otherwise required by applicable non-U.S. Law, the appropriate member of the SpinCo Group will be responsible for all payroll taxes, withholding and reporting with respect to SpinCo Equity Compensation Awards held by SpinCo Employees.

(b) If Parent or SpinCo determines in its reasonable judgment that any action required under this Article IX will not achieve the

intended tax, accounting and legal results, including, without limitation, the intended results under Code Section 409A or FASB ASC Topic 718 – Stock Compensation, then at the request of Parent or SpinCo, as applicable, Parent and SpinCo

will mutually cooperate in taking such actions as are necessary or appropriate to achieve such results, or most nearly achieve such results if the originally-intended results are not fully attainable.

(c) Tax deductions with respect to Parent Equity Compensation Awards and SpinCo Equity Compensation Awards shall be allocated to the members of

the Parent Group and members of the SpinCo Group in accordance with the Code, Treasury Regulations and any other applicable Tax Law, as determined in Parent’s sole and absolute discretion.

Section 9.4 Employment Treatment.

(a) Continuous employment with the SpinCo Group and the Parent Group following the Distribution Date will be deemed to be continuing service

for purposes of vesting for the SpinCo Equity Compensation Awards and the Parent Equity Compensation Awards. However, in the event that a SpinCo Employee terminates employment after the Distribution Date and becomes employed by the Parent Group, for

purposes of Article IX, the SpinCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Parent

Employee terminates employment after the Distribution Date and becomes employed by the SpinCo Group, for purposes of Article IX, the Parent Employee will be deemed terminated and the terms

and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article IX only, if an individual is a Delayed Transfer Employee, such individual will not be

considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Parent or SpinCo will be treated in a similar manner to that described in

this Section 9.4(a).

(b) If, after the Distribution Date, Parent or SpinCo identifies an administrative error in

the individuals identified as holding Parent Equity Compensation Awards and SpinCo Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, Parent and SpinCo will mutually cooperate

in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Parent and SpinCo in the position in which they would have been had the error not occurred.

Section 9.5 Equity Award Administration. SpinCo and Parent agree that Fidelity Brokerage Services LLC will be the administrator

and recordkeeper for the SpinCo and Parent Equity Compensation Awards outstanding as of the Distribution for the life of the relevant awards, unless the parties mutually agree otherwise.

Section 9.6 Registration. SpinCo will register the SpinCo Stock relating to the SpinCo Equity Compensation Awards and make any

necessary filings with the appropriate Governmental Authorities as required under U.S. and foreign securities Laws.

ARTICLE X

BENEFIT PLAN REIMBURSEMENTS, BENEFIT PLAN THIRD-PARTY CLAIMS

Section 10.1 General Principles. From and after the Distribution Date, any services that a member of the SpinCo Group will provide

to the members of the Parent Group or that a member of the Parent Group will provide to the members of the SpinCo Group relating to any Benefit Plans, if any, will be set forth in the Transition Services Agreement (and, to the extent provided

therein, a member of the SpinCo Group or the Parent Group will provide administrative services referred to in this Employee Matters Agreement). Nothing in the Transition Services Agreement is intended, or shall be construed, to conflict with this

Employee Matters Agreement. In the event of any such conflict, the terms of this Employee Matters Agreement shall prevail.

Section 10.2 Benefit Plan Third-Party Claims. Any Third-Party Claim relating to the matters addressed in this Employee Matters

Agreement shall be governed by the applicable provisions of the Separation Agreement.

ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification. All Liabilities assumed by or allocated to SpinCo or the SpinCo Group pursuant to this Employee

Matters Agreement will be deemed to be SpinCo Liabilities for purposes of Article VI of the Separation Agreement, and all Liabilities retained or assumed by or allocated to Parent or the Parent Group pursuant to this Employee Matters Agreement will

be deemed to be Parent Liabilities for purposes of Article VI of the Separation Agreement. All such SpinCo Liabilities and Parent Liabilities shall be governed by the applicable indemnification terms of the Separation Agreement.

ARTICLE XII

COOPERATION

Section 12.1 Cooperation. Following the date of this Employee Matters Agreement, Parent and SpinCo will, and will cause their

respective Subsidiaries, agents and vendors to, use commercially reasonable efforts to cooperate with respect to any employee compensation, benefits or human resources systems matters that Parent or SpinCo, as applicable, reasonably determines

require the cooperation of both Parent and SpinCo in order to accomplish the objectives of this Employee Matters Agreement. Without limiting the generality of the preceding sentence, (a) Parent and SpinCo will cooperate in coordinating each of

their respective payroll systems in connection with the transfers of Parent Employees to the Parent Group and the Distribution, (b) Parent will, and will cause its Subsidiaries to, transfer records to SpinCo as reasonably necessary for the

proper administration of the SpinCo Benefit Plans, to the extent such records are in Parent’s possession, (c) Parent and SpinCo will share, with each other and with their respective agents and vendors (without obtaining releases), all

employee, participant and beneficiary information necessary for the efficient and accurate administration of the Benefit Plans, and (d) Parent and SpinCo will share such information as is necessary to administer equity awards pursuant to

Article IX, to provide any required information to holders of such equity awards, and to make any governmental filings with respect thereto.

Section 12.2 Consultation with Employee Representative Bodies. Parent and SpinCo shall, and shall cause their respective Parent

Group members and SpinCo Group members to, mutually cooperate in undertaking all reasonably necessary or legally required provision of information to, or consultations, discussions or negotiations with, employee representative bodies (including any

unions or works councils) which represent employees affected by the transactions contemplated by this Employee Matters Agreement. Where any steps or arrangements contemplated by this Employee Matters Agreement are subject to information and/or

consultation with employees and/or their representatives in accordance with local Law, no such steps or arrangements shall be deemed binding until such time as the applicable information and/or consultation process has taken place.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Vendor Contracts. Prior to the Distribution, Parent and SpinCo will use reasonable best efforts to (a) negotiate

with the current Third-Party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, Third-Party administrator agreement, letter of

understanding or arrangement that pertains to one or more Parent Benefit Plans and one or more SpinCo Benefit Plans (each, a “Vendor Contract”) to the extent that such rights or obligations pertain to SpinCo Employees and their

respective Plan Payees or, in the alternative, to negotiate with the current Third-Party providers to provide substantially similar services to the SpinCo Benefit Plans on substantially similar terms under separate contracts with SpinCo or the

SpinCo Benefit Plans and (b) to the extent permitted by the applicable Third-Party provider, obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts.

Section 13.2 Employment Taxes Withholding Reporting Responsibility. SpinCo and Parent hereby agree to follow the standard

procedure for United States employment Tax withholding as provided in Section 4 of Rev. Proc. 2004-53, I.R.B. 2004-34. Parent will withhold and remit all employment

taxes for the last payroll date preceding the Distribution Date with respect to all current and former employees of Parent and SpinCo who receive wages on such payroll date.

Section 13.3 Data Privacy. The parties agree arrangements with respect to data privacy shall be set forth in the Global Data

Processing Addendum, which is incorporated herein by reference.

Section 13.4 Third-Party Beneficiaries. Nothing contained in

this Employee Matters Agreement will be construed to create any third-party beneficiary rights in any Person, including without limitation any SpinCo Employee, Parent Employee, Former Parent Employee or Former SpinCo Employee (including any

dependent or beneficiary thereof) nor will this Employee Matters Agreement be deemed to amend any Benefit Plan of Parent, SpinCo, or their Affiliates or to prohibit Parent, SpinCo or their respective Affiliates from amending or terminating any

Benefit Plan.

Section 13.5 Effect if Distribution Does Not Occur. If the Distribution does not occur, then all actions and

events that are, under this Employee Matters Agreement, to be taken or occur effective as of the Distribution, or otherwise in connection with the Distribution will not be taken or occur except to the extent specifically agreed by the parties.

Section 13.6 Incorporation of Separation Agreement Provisions. The following provisions of the Separation Agreement are hereby

incorporated herein by reference, and unless otherwise expressly specified herein, such provisions will apply as if fully set forth herein (references in this Section 13.6 to an “Article” or

“Section” will mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement): Article VI (relating to Mutual Releases;

Indemnification); Article VII (relating to Access of Information; Privilege; Confidentiality); Article VIII (Insurance); Article IX (relating to Further Assurances and Additional Covenants); Article X (Termination); and Article XI (relating to

Miscellaneous).

Section 13.7 No Representation or Warranty. Each of Parent (on behalf of itself

and each other Parent Entity) and SpinCo (on behalf of itself and each other SpinCo Entity) understands and agrees that, except as expressly set forth in this Employee Matters Agreement, the Separation Agreement or in any other Ancillary Agreement,

no party (including its Affiliates) to this Employee Matters Agreement, the Separation Agreement or any other Ancillary Agreement, makes any representation or warranty with respect to any matter in this Employee Matters Agreement, including, without

limitation, any representation or warranty with respect to the legal or Tax status or compliance of any Benefit Plan, compensation arrangement or Employment Agreement, and Parent disclaims any and all Liability with respect thereto. Except as

expressly set forth in this Employee Matters Agreement, the Separation Agreement or any other Ancillary Agreement, none of Parent, SpinCo or any of their respective Subsidiaries (including their respective Affiliates) makes any representation or

warranty about and will not have any Liability for the accuracy of or omissions from any information, documents or materials made available in connection with entering into this Employee Matters Agreement, the Separation Agreement or any other

Ancillary Agreement or the transactions contemplated hereby or thereby.

IN WITNESS WHEREOF, the parties have caused this Employee Matters Agreement to be executed

on the date first written above by their respective duly authorized officers.

APTIV PLC

By:

/s/ Varun Laroyia

Name: Varun Laroyia

Title: Executive VP & CFO

VERSIGENT LIMITED

By:

/s/ Timothy Seitz

Name: Timothy Seitz

Title: Director

[Signature Page to Employee Matters Agreement]

EX-10.4

Filename: d52176dex104.htm · Sequence: 9

EX-10.4

Exhibit 10.4

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS FIRST AMENDMENT TO CREDIT AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND

REPLACING IT WITH [***], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS: (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF

PUBLICLY DISCLOSED.

EXECUTION VERSION

FIRST AMENDMENT, dated as of March 25, 2026 (this “Agreement”), among VERSIGENT LIMITED (to be named VERSIGENT PLC

upon consummation of the Spin-Off and f/k/a CYPRIUM HOLDINGS LIMITED), a limited company incorporated under the laws of Jersey (the “Parent Guarantor”), CYPRIUM SWISS HOLDINGS LIMITED, a private limited company incorporated under

the laws of Jersey (“Swiss Holdings”), CYPRIUM US HOLDINGS, LLC, a limited liability company incorporated under the laws of Delaware (“Cyprium US”), CYPRIUM US SERVICES GENERAL PARTNERSHIP, a general partnership

formed under the laws of Delaware (together with Swiss Holdings and Cyprium US, the “Interim Parent Companies”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Reference is made to that certain Credit Agreement, dated as of November 26, 2025 (the “Credit Agreement”), among the

Parent Guarantor, Cyprium Corporation, Cyprium Holdings Luxembourg S.à r.l., the Lenders and Issuing Banks from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Domestic Collateral Agent, and Wilmington

Trust, National Association, as Foreign Collateral Agent.

WHEREAS, the Parent Guarantor requested an amendment to the Credit Agreement to

address certain matters relating to the Spin-Off Transactions, and the Lenders party hereto, which constitute the Required Lenders, have agreed to such amendments on the terms set forth herein.

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Capitalized Terms. Capitalized terms used and not defined herein shall have such meanings ascribed thereto in the Credit

Agreement. The rules of construction set forth in Section 1.03 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.

SECTION 2. Amendments. Effective as of the First Amendment Effective Date (as defined below):

(a) the Credit Agreement (excluding, except as set forth in clause (b) below, the schedules and exhibits thereto, each of which

shall remain as in effect immediately prior to the First Amendment Effective Date) is hereby amended by inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text or double-underlined text) in Annex I hereto and by deleting the

language indicated by strikethrough text textually in the same manner as the following example: stricken text) in Annex I hereto; and

(b) Exhibit A to the Credit Agreement is hereby amended by inserting the language

indicated in single or double underlined text (indicated textually in the same manner as the following examples:

single-underlined text or double-underlined text) in Exhibit A hereto and by deleting the

language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Exhibit A hereto.

superseded in its entirety by Schedule 5.10 to be delivered pursuant to Section 4.02(m) of the Credit Agreement on the Availability Date.

SECTION 3. Certain Confirmations. Each of the Interim Parent Companies acknowledges that, following the consummation of the Spin-Off

Reorganization Transactions, it and its Subsidiaries will become Subsidiaries of the Parent Guarantor and that, to the extent Spin-Off Reorganization Transactions occur after the Availability Date, it is the intent of the parties to the Credit

Agreement that the Interim Parent Companies and their Subsidiaries be treated, for purposes of the Credit Agreement, as Subsidiaries of the Parent Guarantor, all as set forth in Section 1.05 of the Credit Agreement, as amended hereby. In

furtherance of the foregoing, each of the Interim Parent Companies covenants and agrees that it shall, and shall cause its Subsidiaries, to comply with Articles 5 and 6 of the Credit Agreement, as amended hereby, in the same manner, and to the same

extent, as if such Interim Parent Company and its Subsidiaries were Subsidiaries of the Parent Guarantor.

SECTION 4. Condition to

Effectiveness. This Agreement shall become effective on the date (the “First Amendment Effective Date”) on which the Administrative Agent shall have executed a counterpart of this Agreement and shall have received from the

Parent Guarantor, each of the Interim Parent Companies and the Lenders constituting the Required Lenders a counterpart of this Agreement signed on behalf of such Person (which, subject to Section 9.07(b) of the Credit Agreement, may

include any Electronic Signatures transmitted by email or other electronic means that reproduces an image of an actual executed signature page).

The Administrative Agent shall notify the Parent Guarantor and the Lenders of the occurrence of the First Amendment Effective Date, and such

notice shall be conclusive and binding.

SECTION 5. Effect of this Agreement. (a) Except as expressly set forth herein, this

Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent, the Lenders or the Issuing Banks under the Credit Agreement or any other Loan Document, and shall not

alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in

full force and effect. Nothing herein shall be deemed to entitle the Parent Guarantor or any other Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the First Amendment Effective Date, each reference in the Credit Agreement

to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and

each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and

the other Loan Documents.

SECTION 6. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related

to this Agreement, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

SECTION 7. Incorporation by Reference. The provisions of Sections 9.07, 9.08, 9.10(b), 9.10(c),

9.10(d), 9.10(e), 9.11 and 9.12 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by

their respective authorized officers as of the day and year first written above.

VERSIGENT LIMITED

by:

/s/ Robert S. Hoeppner

Name: Robert S. Hoeppner

Title: Authorized Signatory

CYPRIUM SWISS HOLDINGS LIMITED

by:

/s/ Darren Byrka

Name: Darren Byrka

Title: Director

CYPRIUM US HOLDINGS, LLC

by:

/s/ Rachel V. Friedenberg

Name: Rachel V. Friedenberg

Title: Assistant Secretary

CYPRIUM US SERVICES GENERAL PARTNERSHIP

by: APTIV PLC, as general partner

/s/ Rachel V. Friedenberg

Name: Rachel V. Friedenberg

Title: Duly Authorized

[Signature Page to the First Amendment to Credit Agreement of Versigent Limited]

by: CYPRIUM US HOLDINGS, LLC, as general partner

/s/ Rachel V. Friedenberg

Name: Rachel V. Friedenberg

Title: Assistant Secretary

[Signature Page to the First Amendment to Credit Agreement of Versigent Limited]

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

/s/ Ayesha Nabi

Name: Ayesha Nabi

Title: VP

[Signature Page to the First Amendment to Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

BANK OF AMERICA, N.A.:

by:

/s/ Eric Hill

Name: Eric Hill

Title: Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

Citibank, N.A.

by:

/s/ Andrew Padovano

Name: Andrew Padovano

Title: Vice President

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

DEUTSCHE BANK AG NEW YORK BRANCH

by:

/s/ Edwin Roland

Name: Edwin Roland

Title: Managing

Director

by:

/s/ Suzan Onal

Name: Suzan Onal

Title:

Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

Goldman Sachs Bank USA

by:

/s/ Dan Martis

Name: Dan Martis

Title: Auhtorized Signatory

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

Goldman Sachs Lending Partners LLC

by:

/s/ Dan Martis

Name: Dan Martis

Title: Authorized Signatory

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

BANK OF CHINA LIMITED, CHICAGO BRANCH

by:

/s/ Libo Sun

Name: Libo Sun

Title: SVP & Branch Manager

For any Institution requiring a second signature block:

by:

Name:

Title:

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

BNP PARIBAS

by:

/s/ Louis Moran

Name: Louis Moran

Title:

Director

by:

/s/ James McHale

Name: James McHale

Title: Managing Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

PNC BANK, NATIONAL ASSOCIATION

by:

/s/ Sean D. Chambers

Name: Sean D. Chambers

Title: Senior Vice President

For any Institution requiring a second signature block:

by:

Name:

Title:

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

SOCIETE GENERALE

by:

/s/ Kimberly Metzger

Name: Kimberly Metzger

Title: Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

U.S. Bank National Association

by:

/s/ Nate Quist

Name: Nate Quist

Title: Vice President

For any Institution requiring a second signature block:

by:

Name:

Title:

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

Santander Bank, N.A.

by:

/s/ L. Daniel Menendez

Name: L. Daniel Menendez

Title: Senior Vice President

For any Institution requiring a second signature block

by:

Name:

Title:

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT

TO THE CREDIT

AGREEMENT

DATED AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

Name of Institution:

Standard Chartered Bank

by:

/s/ Ben Wynne-Davies

Name: Ben Wynne-Davies

Title: Managing Director

For any Institution requiring a second signature block:

by:

Name:

Title:

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

Name of Institution:

The Bank of Nova Scotia

by:

/s/ Melissa Ruha

Name: Melissa Ruha

Title: Managing Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

LENDER SIGNATURE PAGE TO

THE FIRST AMENDMENT TO THE

CREDIT

AGREEMENT DATED

AS OF NOVEMBER 26, 2025, OF

VERSIGENT LIMITED

UNICREDIT BANK GMBH, NEW YORK BRANCH

by:

/s/ Michele Cioffi

Michele Cioffi

Director

by:

/s/ Thomas Petz

Thomas Petz

Managing Director

[Signature Page to the First Amendment to the Credit Agreement of Versigent Limited]

ANNEX I

Amended Credit Agreement

(see attached)

EXECUTION VERSIONANNEX I

CREDIT AGREEMENT

dated as of

November 26, 2025,

among

VERSIGENT

LIMITED

(to be renamed VERSIGENT

PLC upon the consummation of the Spin-Off),

as the Parent

Guarantor,

CYPRIUM CORPORATION and CYPRIUM HOLDINGS LUXEMBOURG S.À

R.L.,

as Borrowers,

CYPRIUM HOLDINGS LIMITED,

as the Parent Guarantor,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders and Issuing Banks,

JPMORGAN CHASE BANK, N.A.,

Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Domestic Collateral Agent,

and

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

as Foreign Collateral Agent

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIBANK, N.A.,

DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS BANK USA,

as Joint Lead Arrangers and Joint Bookrunners,

BOFA SECURITIES, INC., CITIBANK, N.A.,

DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS BANK USA,

as Syndication Agents

BNP

PARIBAS, BANK OF CHINA, PNC CAPITAL MARKETS, SOCIÉTÉ GÉNÉRALE and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS

SECTION 1.01.

Defined Terms

SECTION 1.02.

Classification of Loans and Borrowings

8086

SECTION 1.03.

Terms Generally

8086

SECTION 1.04.

Accounting Terms; GAAP; Pro Forma Basis; Calculations

8390

SECTION 1.05.

Representations and

WarrantiesSpin-Off Transactions

SECTION 1.06.

Timing of Payment and Performance

8895

SECTION 1.07.

Times of Day

8895

SECTION 1.08.

Currency Equivalents Generally

8895

SECTION 1.09.

Cashless Rollovers

8997

SECTION 1.10.

Additional Alternative Currencies

8997

SECTION 1.11.

Agreed Security Principles

9098

SECTION 1.12.

Additional Borrowers; Administrative Borrower as Representative

9098

SECTION 1.13.

Foreign Collateral Agent

9199

SECTION 1.14.

Interest Rates; Benchmark Notification

92100

SECTION 1.15.

Divisions

92100

SECTION 1.16.

Blocking Regulation

93100

ARTICLE 2

THE CREDITS

SECTION 2.01.

Commitments

93101

SECTION 2.02.

Loans and Borrowings

93101

SECTION 2.03.

Requests for Borrowings

95102

SECTION 2.04.

[Reserved]

96103

SECTION 2.05.

Letters of Credit

96103

SECTION 2.06.

[Reserved]

102110

SECTION 2.07.

Funding of Borrowings

102110

SECTION 2.08.

Type; Interest Elections

103111

SECTION 2.09.

Termination and Reduction of Commitments

104112

SECTION 2.10.

Repayment of Loans; Evidence of Debt

105113

SECTION 2.11.

Prepayment of Loans

107115

SECTION 2.12.

Fees

113122

SECTION 2.13.

Interest

114123

SECTION 2.14.

Alternate Rate of Interest

115124

SECTION 2.15.

Increased Costs

119128

SECTION 2.16.

Break Funding Payments

120129

SECTION 2.17.

Taxes

121130

SECTION 2.18.

Payments Generally; Allocation of Proceeds; Sharing of Payments

126135

SECTION 2.19.

Mitigation Obligations; Replacement of Lenders

127137

SECTION 2.20.

Illegality

128138

SECTION 2.21.

Defaulting Lenders

129139

SECTION 2.22.

Incremental Credit Extensions

132141

SECTION 2.23.

Extensions of Loans and Revolving Credit Commitments

136145

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

SECTION 3.01.

Organization; Powers

139149

SECTION 3.02.

Authorization; Enforceability

139149

SECTION 3.03.

Governmental Approvals; No Conflicts

139149

SECTION 3.04.

Financial Statements; No Material Adverse Change

139149

SECTION 3.05.

Properties

139150

SECTION 3.06.

Litigation and Environmental Matters

140150

SECTION 3.07.

Compliance with Laws

140150

SECTION 3.08.

Investment Company Status

140150

SECTION 3.09.

Taxes

140150

SECTION 3.10.

Solvency

141151

SECTION 3.11.

Disclosure

141151

SECTION 3.12.

Federal Reserve Regulations

141151

SECTION 3.13.

Anti-Corruption Laws; Sanctions

141151

SECTION 3.14.

ERISA

141151

SECTION 3.15.

Capitalization and Subsidiaries

141152

SECTION 3.16.

Security Interest in Collateral

142152

SECTION 3.17.

Affected Financial Institutions

142153

SECTION 3.18.

Centre of Main Interest

142153

ARTICLE 4

CONDITIONS

SECTION 4.01.

Conditions Precedent to Effectiveness

142153

SECTION 4.02.

Conditions Precedent to Availability

143154

SECTION 4.03.

Each Credit Extension

146157

ARTICLE 5

AFFIRMATIVE COVENANTS

SECTION 5.01.

Financial Statements and Other Information

147158

SECTION 5.02.

Notices of Material Events

149160

SECTION 5.03.

Existence; Conduct of Business

149160

SECTION 5.04.

Payment of Taxes

149160

SECTION 5.05.

Maintenance of Properties; Insurance

149160

SECTION 5.06.

Inspection Rights

150161

SECTION 5.07.

Books and Records

150162

SECTION 5.08.

Compliance with Laws

150162

SECTION 5.09.

Use of Proceeds and Letters of Credit

151162

SECTION 5.10.

Unrestricted Subsidiaries

151162

SECTION 5.11.

Information Regarding Collateral

152163

SECTION 5.12.

Covenant to Guarantee Loan Document Obligations and Give Security

152163

SECTION 5.13.

Further Assurances

154165

SECTION 5.14.

Conduct of Business

154166

SECTION 5.15.

Post-Closing Actions

154166

SECTION 5.16.

Excluded

Cash

Pooling Accounts

166

ARTICLE 6

NEGATIVE COVENANTS

SECTION 6.01.

Indebtedness

154166

SECTION 6.02.

Liens

159171

SECTION 6.03.

No Further Negative Pledges

162175

SECTION 6.04.

Restricted Payments; Restricted Debt Payments

164177

SECTION 6.05.

Investments

167180

SECTION 6.06.

Fundamental Changes; Disposition of Assets

171184

SECTION 6.07.

Sale and Lease-Back Transactions

175189

SECTION 6.08.

Transactions with Affiliates

176189

SECTION 6.09.

Amendments of or Waivers with Respect to Restricted Debt

177191

SECTION 6.10.

Financial Covenants

177191

SECTION 6.11.

No Flow-back to Switzerland

178192

ARTICLE 7

EVENTS OF DEFAULT

SECTION 7.01.

Events of Default

178192

ARTICLE 8

THE AGENTS

SECTION 8.01.

Appointment and Authorization

182196

SECTION 8.02.

The Agents Individually

184198

SECTION 8.03.

Limitation of Liability

184199

SECTION 8.04.

Concerning the Foreign Collateral Agent

187201

SECTION 8.05.

Enforcement; Credit Bidding

191206

SECTION 8.06.

Bankruptcy

194208

SECTION 8.07.

Reliance

194209

SECTION 8.08.

Delegation

195210

SECTION 8.09.

Resignation

195210

SECTION 8.10.

Relationship with the other Secured Parties

196211

SECTION 8.11.

Additional Collateral Agents

196211

SECTION 8.12.

Release of Loan Guarantees and Collateral

197212

SECTION 8.13.

Intercreditor Agreements

198213

SECTION 8.14.

Acknowledgement of Lenders and Issuing Banks

199214

SECTION 8.15.

Certain ERISA Matters

201216

SECTION 8.16.

Posting of Communications

202217

SECTION 8.17.

Arrangers

203218

SECTION 8.18.

Miscellaneous

203218

ARTICLE 9

MISCELLANEOUS

SECTION 9.01.

Notices

203219

SECTION 9.02.

Waivers; Amendments

205220

SECTION 9.03.

Expenses; Indemnity

214230

SECTION 9.04.

Limitation of Liability

216232

SECTION 9.05.

Successors and Assigns

217233

SECTION 9.06.

Survival

224240

SECTION 9.07.

Counterparts; Integration; Effectiveness; Electronic Execution

224241

SECTION 9.08.

Severability

225242

SECTION 9.09.

Right of Setoff

225242

SECTION 9.10.

Governing Law; Jurisdiction; Consent to Service of Process

226242

SECTION 9.11.

Waiver of Jury Trial

227244

SECTION 9.12.

Headings

227244

iii

SECTION 9.13.

Confidentiality

227244

SECTION 9.14.

No Fiduciary Duty

229246

SECTION 9.15.

Several Obligations

229246

SECTION 9.16.

USA PATRIOT Act

229246

SECTION 9.17.

Disclosure

230246

SECTION 9.18.

Appointment for Perfection

230246

SECTION 9.19.

Interest Rate Limitation

230247

SECTION 9.20.

Judgment Currency

230247

SECTION 9.21.

Conflicts

231247

SECTION 9.22.

Release of Subsidiary Guarantors

231248

SECTION 9.23.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

231248

SECTION 9.24.

Acknowledgement Regarding Any Supported QFCs

232249

SECTION 9.25.

Fall-Away Event

233250

SCHEDULES:

Schedule 2.01

–

Commitments

Schedule 2.05

–

Issuing Banks; Letter of Credit Commitments

Schedule

3.15(a)

–

SubsidiariesAvailability Date Organizational Structure

Schedule

3.15(b)

–

Spin-Off Effective Date Organizational Structure

Schedule 5.10

–

Unrestricted Subsidiaries

Schedule 5.15

–

Post-Closing Actions

Schedule 6.01

–

Existing Indebtedness

Schedule 6.02

–

Existing Liens

Schedule 6.03

–

Existing Negative Pledges

Schedule 6.08

–

Affiliate Transactions

EXHIBITS:

Exhibit A

–

Agreed Security Principles

Exhibit B

–

Form of Assignment and Assumption

Exhibit C

–

Form of Compliance Certificate

Exhibit D

–

Form of Guarantee Agreement

Exhibit E

–

Form of Intercompany Note

Exhibit F

–

Form of Junior Lien Intercreditor Agreement

Exhibit G

–

Form of Pari Passu Intercreditor Agreement

Exhibit H

–

Form of Promissory Note

Exhibit I

–

Form of U.S. Security Agreement

Exhibit J-1

–

Form of U.S. Trademark Security Agreement

Exhibit J-2

–

Form of U.S. Patent Security Agreement

Exhibit J-3

–

Form of U.S. Copyright Security Agreement

Exhibit

K-1–K-4

–

Forms of U.S. Tax Compliance Certificates

Exhibit L

–

Form of Solvency Certificate

Exhibit

–

Form of Perfection Certificate Supplement

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of November 26, 2025 (this “Agreement”), by and among VERSIGENT LIMITED (to be renamed VERSIGENT PLC upon consummation of the Spin-Off, and f/k/a CYPRIUM HOLDINGS LIMITED), a limited company incorporated under the laws of

Jersey with registration number 159788 (the “Parent Guarantor”), CYPRIUM CORPORATION, a Delaware corporation (“Cyprium US” or the “Administrative Borrower”), CYPRIUM HOLDINGS LUXEMBOURG

S.À R.L. (formerly known as Aptiv Latin America Holdings (Lux) S.à r.l), a Luxembourg private limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of

Luxembourg, having its registered office at 12C, rue Guillaume J. Kroll, L- 1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre du Commerce et des Sociétés,

Luxembourg) under number B148278 (“Cyprium Luxembourg”), the LENDERS and ISSUING BANKS from time to time party hereto, JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent, JPMORGAN CHASE BANK, N.A., in its

capacity as Domestic Collateral Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Foreign Collateral Agent.

RECITALS

Aptiv PLC, a limited

company incorporated under the laws of Jersey with registration number 156354 (“Aptiv”), intends to consummate the previously announced spin-off of

its Electrical Distribution Systems

businessthe EDS Business into an

independent publicly traded company, the Parent Guarantor (the “Spin-Off”). The Spin-Off is intended to, which will be accomplished by a pro rata distribution to the

shareholders of Aptiv of the outstanding ordinary shares of the Parent Guarantor, which, directly or indirectly through its Subsidiaries, will hold the business, activities and operations comprising the Electrical Distribution Systems business of Aptiv and its

SubsidiariesEDS Business (the “Spin-Off”), as described more fully in the Form 10.

In connection with the Spin-Off (a) the Parent

Guarantor and/or the EDS Subsidiaries will make a distributionone or

more cash dividends or other distributions to Aptiv in cash(the “Spin-Off Related Distributions”) in an

aggregate amount not to exceed US$1,550,000,000 (the “Pre-Spin Dividend”)that, in the good faith determination of the Parent Guarantor, shall not exceed the Spin-Off Distribution

Amount and (b) Aptiv, the Parent Guarantor and/or their respective Subsidiaries will enter into a separation and distribution agreement, tax matters agreement, transaction services

agreement, employee matters agreement and intellectual property cross license agreement (such agreements, together with any other agreements among Aptiv, the Parent Guarantor and their respective Subsidiaries entered into in connection with the

Spin-Off and required to be filed as an exhibit to the Form 10, being collectively referred to as the “Spin-Off Agreements”).

The Term Loan Borrowers have requested that the Lenders make available to the Term Loan Borrowers term loans in an aggregate principal amount

of US$500,000,000, the proceeds of which shall be used by the Term Loan Borrowers to (a) finance the Pre-Spin DividendSpin-Off Related Distributions and (b) to the extent of any

remaining proceeds thereof, for general corporate purposes of the Parent Guarantor and its Restricted Subsidiaries.

The Revolving

Credit Borrowers have requested that the Lenders make available to the Revolving Credit Borrowers a revolving credit facility with aggregate Commitments in an amount equal to US$850,000,000, the proceeds of which shall be used by the Revolving

Credit Borrowers for the purposes permitted under, and otherwise in accordance with and subject to the terms of, this Agreement.

Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such

Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Intercreditor

Agreement” means (a) with respect to any Indebtedness that is secured by a Lien on the Collateral that is to be pari passu (but without regard to the control of remedies) with the Lien on the Collateral securing

the Credit Facilities, a Pari Passu Intercreditor Agreement, (b) with respect to any Indebtedness that is secured by a Lien on the Collateral that is to be junior to the Lien on the Collateral securing the Credit Facilities, a Junior Lien

Intercreditor Agreement, and/or (c) with respect to any Indebtedness, an intercreditor agreement that is reasonably satisfactory to the Administrative Agent, each of the Collateral Agents (solely with respect to terms thereof affecting its

rights or duties in its capacity as such) and the Parent Guarantor (which may, if applicable, consist of a payment “waterfall”).

“Additional Borrower” has the meaning assigned to such term in Section 1.12(a).

“Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 or

9.02(c).

“Additional Lender” has the meaning assigned to such term in Section 2.22(b).

“Additional Loans” means any Additional Revolving Loans and any Additional Term Loans.

“Additional Revolving Credit Commitment” means any revolving credit commitment added pursuant to Sections 2.22,

2.23 or 9.02(c)(ii).

“Additional Revolving Credit Exposure” means, with respect to any Lender at any

time, (a) the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus (b) the amount at such time of such Lender’s LC Exposure attributable to its Additional Revolving Credit

Commitment.

“Additional Revolving Facility” means any revolving credit facility added pursuant to Sections

2.22, 2.23 or 9.02(c)(ii).

“Additional Revolving Lender” means any Lender with an Additional

Revolving Credit Commitment or any Additional Revolving Credit Exposure.

“Additional Revolving Loans” means any

revolving loan added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).

“Additional Term Loan

Commitment” means any term loan commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(i).

“Additional Term Loans” means any term loan added pursuant to Sections

2.22, 2.23 or 9.02(c)(i).

“Adjusted Daily Simple CORRA” means an interest rate per annum

equal to (a) the Daily Simple CORRA plus (b) 0.29547% per annum; provided that if the Adjusted Daily Simple CORRA as so determined would be less than 0.00%, such rate shall be deemed to be equal to 0.00% for the purposes of

this Agreement.

“Adjusted EURIBOR” means, with respect to any Term Benchmark Borrowing denominated in

Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Screen Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR as so determined would be

less than 0.00%, such rate shall be deemed to be equal to 0.00%.

“Adjusted Term CORRA” means, with

respect to any Term Benchmark Borrowing denominated in Canadian Dollars for any Interest Period, an interest rate per annum equal to (a) the Term CORRA for such Interest Period plus (b) (i) 0.29547% per annum, in the case of an

Interest Period of one month or (ii) 0.32138% per annum, in the case of an Interest Period of three months; provided that if the Adjusted Term CORRA as so determined would be less than 0.00%, such rate shall be deemed to be equal to

0.00%.

“Adjusted TIIE Rate” means, with respect to any Term Benchmark Borrowing denominated in Mexican

Pesos for any Interest Period, an interest rate per annum equal to the product of (a) the TIIE Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted TIIE Rate as so determined

would be less than 0.00%, such rate shall be deemed to be equal to 0.00% for the purposes of this Agreement.

“Adjustment Date” means the date that is three Business Days following the date both of the following has been

delivered: (a) the financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (b) the corresponding Compliance Certificate required to be delivered pursuant to Section

5.01(c).

“Administrative Agent” means JPMorgan, in its capacity as administrative agent hereunder

and under the other Loan Documents, or any successor thereto appointed in accordance with Article 8. Unless the context requires otherwise, the term “Administrative Agent” shall include (a) any branch or Affiliate of JPMorgan

(including J.P. Morgan SE and J.P. Morgan AG) that it shall have designated for the purpose of performing any of its obligations hereunder or under the other Loan Documents in such capacity and (b) the Person serving as the Administrative Agent

acting in its capacity as the Domestic Collateral Agent.

“Administrative Borrower” has the meaning assigned to

such term in the preamble to this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a

form supplied by the Administrative Agent to any Borrower (or to the Parent Guarantor) or any Lender, as the context requires.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as applied to any Person, any other Person

directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

“Agents”

means each of the Administrative Agent, the Domestic Collateral Agent, the Foreign Collateral Agent, any Common Collateral Agent and any other Person appointed under the Loan Documents to serve in an agent or in a similar capacity.

“Aggregate Initial Revolving Credit Commitments” means, at any time, the sum of all the Initial Revolving Credit

Commitments of all the Lenders at such time.

“Aggregate Initial Revolving Credit Exposures” means, at any time, the

sum of all the Initial Revolving Credit Exposures of all the Lenders at such time.

“Agreed Currencies” means U.S.

Dollars and the Alternative Currencies.

“Agreed Security Principles” means the principles set forth in Exhibit

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in

effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Term SOFR for a one month Interest Period as published two U.S.

Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%. For the purpose of clause (c) above, the

Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term

SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or

the Term SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement with respect to Term SOFR has been

determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. Notwithstanding

the foregoing, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for purposes of this Agreement.

“Alternative Currency” means, in the case of Revolving Loans and Letters of Credit, Sterling, Euros, Canadian

Dollars, Mexican Pesos and each other currency that is approved in accordance with Section 1.10.

“Alternative LC Currency” means any Alternative Currency and any other currency (other than U.S. Dollars) for which

a U.S. Dollar Equivalent may be obtained; provided that at the time of the issuance of any Letter of Credit denominated in an Alternative LC Currency (other than an Alternative Currency), such other currency is acceptable to the Issuing

Bank that is the issuer of such Letter of Credit.

“Alternative LC Currency Overnight Rate” means, for

any day, (a) with respect to any amount denominated in Sterling, the Daily Simple SONIA, (b) with respect to any amount denominated in Canadian Dollars, the Canadian Prime Rate and (c) with respect to any amount denominated in any

currency other than Sterling and Canadian Dollars (or denominated in Sterling or Canadian Dollars if the rate referred to in clause (a) or (b) above, respectively, is not available), a rate per annum at which overnight

deposits in such currency would be offered on such day in the London or, if applicable, other offshore interbank market, as such rate is determined by the Administrative Agent by such means as the Administrative Agent shall determine to be

reasonable.

“Ancillary Document” has the meaning set forth in

Section 9.07(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction

applicable to the Parent Guarantor, the Borrowers or any of their respective Restricted Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Charges” has the meaning assigned to such term in Section 9.19.

“Applicable Percentage” means, at any time, (a) with respect to any Term Lender of any Class, (i) when used in

reference to payments and other matters relating to the Term Loans of such Class, a percentage equal to a fraction the numerator of which is the aggregate Outstanding Amount of the Term Loans of such Class of such Term Lender at such time and the

denominator of which is the aggregate Outstanding Amount of the Term Loans of all Term Lenders of such Class at such time and (ii) when used in reference to matters relating to the Term Loan Commitments of such Class, a percentage equal to a

fraction the numerator of which is the aggregate amount of the Term Loan Commitments of such Term Lender of such Class at such time and the denominator of which is the aggregate amount of the Term Loan Commitments of all Term Lenders of such Class

at such time and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit Commitments of such Class at such time represented by such Lender’s Revolving Credit Commitment of such

Class at such time. In the case of clause (b) above, in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on

the basis of the Revolving Credit Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class, giving effect to any assignment thereof.

“Applicable Rate” means, on any date, (a) (i) with respect to any Initial Term Loan or any Initial

Revolving Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Term Benchmark/RFR Spread”, as applicable, and (ii) with respect to the Commitment Fee applicable to the Initial Revolving

Credit Commitments, the applicable rate per annum set forth below under the caption “Commitment Fee Rate”, in each case, based upon the Total Leverage Ratio as of the last day of the most recently ended Test Period; provided that

until the first Adjustment Date following the completion of one full Fiscal Quarter ending after the Availability Date, the “Applicable Rate” for any Initial Term Loan, any Initial Revolving Loan or such Commitment Fee shall be the

applicable rate per annum set forth below in Category 3; and (b) with respect to any other Class of Additional Revolving Loans, Additional Term Loans or Revolving Credit Commitments, the applicable rate per annum as set forth in the applicable

Refinancing Amendment, Incremental Facility Amendment or Extension Amendment.