Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) Spinco has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (i) Spinco Conexant has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco Conexant to establish the record date Record Date and payment date for the Spinco Dividend Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Spinco Dividend Distribution by the Board of Directors of SpincoConexant is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the Transaction Reorganization Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco Conexant and the consummation by Spinco Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Conexant, subject to further action of Spinco’s stockholders after the Board of Directors of Conexant to establish the Record Date and the Distribution Date will be required and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Conexant is subject to effect the transactions contemplated by this satisfaction of the conditions set forth in the Distribution Agreement. This Agreement has and the Distribution Agreement have been, and the Transaction other Reorganization Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco Conexant and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)Alpha, constitute or will constitute valid and binding agreements of SpincoConexant, enforceable against Spinco Conexant in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Washington has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Washington and the consummation by Washington of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Washington. Conexant, as the sole stockholder of Washington, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Washington and constitutes a valid and binding agreement of Washington, enforceable against Washington in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Spinco Conexant and Washington of this Agreement does and the Distribution Agreement do not, the execution and delivery by Spinco Conexant and Washington of the Transaction other Reorganization Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco Conexant and Washington of the Contribution, the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco Conexant, Washington or any Spinco Washington Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spincothe Washington Business or, to the Knowledge of Conexant, the Combined Company and its Subsidiaries following the Merger, subject to obtaining or making the Spinco Conexant Necessary ConsentsConsents (as defined in paragraph (iv) below), (1I) any Contract to which Spinco or any of its Subsidiaries is a party included in the Washington Assets or by which any of them or any of their respective the properties or assets included in the Washington Assets is bound bound, or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco any of the Washington Companies or any Subsidiary of Spinco or their respective the properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and assets included in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation AgreementWashington Assets. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco Conexant or any Subsidiary of Spinco Conexant in connection with the execution and delivery by Spinco of this Agreement and the Transaction Reorganization Agreements with respect to which Spinco is contemplated thereby to be a party by Conexant or Washington or the consummation by Spinco Conexant or Washington of the Contribution, the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementHSR Act, (B) the HSR Actstate securities or "blue sky" laws, (C) state securities or “blue sky” laws, (D) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of the NYSENasdaq, (HG) antitrust or other competition laws of other jurisdictions, (IH) the further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Conexant to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Conexant (which is subject to the satisfaction of the conditions set forth in the Separation Distribution Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment ) and (JI) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spincothe Washington Business. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv5.2(c)(iv) of the Spinco Conexant Disclosure Schedule are hereinafter referred to as the “Spinco "Conexant Necessary Consents”". (v) The Board of Directors of Conexant, by resolutions duly adopted by a unanimous vote of those in attendance at a meeting duly called and held, a quorum being present, has duly (i) determined that this Agreement is advisable and in the best interests of Conexant and its stockholders and (ii) approved this Agreement and the Distribution Agreement and the transactions contemplated hereby and thereby. The Board of Directors of Washington, by resolutions duly adopted by a unanimous vote at a meeting duly called and held, or by action by unanimous written consent, has duly (i) determined that this Agreement is advisable and in the best interests of Washington and its stockholders and (ii) approved this Agreement and the transactions contemplated hereby.

Authority; No Conflicts. (i) Spinco Time Warner has all requisite corporate power and authority to enter into this Agreement and the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject in the case of the consummation of the Time Warner Merger to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder adoption of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Required Time Warner Vote (as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincodefined in Section 4.2(g)). The execution and delivery of this Agreement and the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Time Warner and no other corporate proceedings on the part of Spinco’s stockholders after Time Warner are necessary to authorize the Distribution Date will be required execution and delivery of the Agreement or to effect consummate the Time Warner Merger and the other transactions contemplated hereby, subject in the case of the consummation of the Time Warner Merger to the adoption of this Agreement by this Agreementthe Required Time Warner Vote. This Agreement has been, and the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party will be, have been duly executed and delivered by Spinco and, assuming the due authorization Time Warner and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of SpincoTime Warner, enforceable against Spinco Time Warner in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, and the execution and delivery Stock Option Agreements by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will Time Warner do not, and the consummation by Spinco Time Warner of the Distribution, the Time Warner Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws or similar organizational documents document of Spinco Time Warner or any Spinco Significant Subsidiary of Time Warner (including the TWE Partnership Agreement) or (B) except (1) as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoTime Warner or (2) would not prevent or materially delay the consummation of the Mergers, subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1iii) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound below or (23) set forth in Section 4.2(c)(ii) of the Time Warner Disclosure Schedule and except with respect to employee stock options and other awards, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Time Warner or any Subsidiary of Spinco Time Warner or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco Time Warner or any Subsidiary of Spinco Time Warner in connection with the execution and delivery by Spinco of this Agreement and the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party by Time Warner or the consummation by Spinco of the Time Warner Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules Necessary Consents and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Time Warner.

Authority; No Conflicts. (i) Spinco Regis has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco Regis is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action approval by the Board holders of Directors Regis Common Stock of Spinco the issuance of additional shares of Regis Common Stock in connection with the Merger (the “Regis Share Issuance”) and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to of the Certificate Articles of Incorporation of Spinco to increase its authorized capital stock Regis as contemplated set forth in Exhibit E (the “Regis Charter Amendment”) by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend Required Regis Share Issuance Vote and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoRequired Regis Charter Vote, respectively. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco Regis is contemplated thereby to be a party by Spinco Regis and the consummation by Spinco Regis of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No Regis, subject to the approval of Spinco’s stockholders after the Distribution Date will be required to effect Regis Share Issuance and the transactions contemplated Regis Charter Amendment by this Agreementthe Required Regis Share Issuance Vote and the Required Regis Charter Vote, respectively. This Agreement has been, and the Transaction Agreements with respect to which Spinco Regis is contemplated thereby to be a party will be, duly executed and delivered by Spinco Regis and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements Agreement with respect to which Spinco Regis is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute constitutes or will constitute a valid and binding agreements agreement of SpincoRegis, enforceable against Spinco Regis in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Spinco of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub subject to further action by Regis as the sole stockholder of Merger Sub to adopt this Agreement and approve the Merger. The Board of Directors of Merger Sub has approved this Agreement and the Merger and resolved to recommend this Agreement and the Merger to its sole stockholder for approval. This Agreement has been duly executed and delivered by Merger Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) Subco has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Subco and the consummation by Subco of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Subco. Regis, as the sole member of Subco, has approved this Agreement, the Merger and the Subsequent Merger. This Agreement has been duly executed and delivered by Subco and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Subco, enforceable against Subco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery of this Agreement by Regis, Merger Sub and Subco does not, the execution and delivery by Spinco Regis of the Transaction Agreements with respect to which Spinco Regis is contemplated thereby to be a party will not, and the consummation by Spinco Merger Sub of the Distribution, the Merger and the consummation by Regis, Merger Sub and Subco of the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a Lien, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate Articles of Incorporation or By-laws or similar organizational documents of Spinco Regis, Merger Sub, Subco or any Spinco Significant Subsidiary of Regis or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoRegis, subject to obtaining or making the Spinco Regis Necessary Consents, (1) any Contract loan or credit agreement, note, instrument, mortgage, bond, indenture real estate or other lease or sublease, benefit plan, license, sublicense, memorandum of understanding, sales order, purchase order, open bid or other contract, agreement or obligation, in each case, including all amendments, modifications and supplements thereto and waivers and consents thereunder (a “Contract”) to which Spinco Regis or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Regis or any Subsidiary of Spinco Regis or their respective properties or assets. (iiiv) The Board execution, delivery and performance by Merger Sub of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger Agreement and the Separation consummation by Merger Sub of the transactions contemplated hereby will not contravene or conflict with the Certificate of Incorporation or By-laws of Merger Sub. The execution, delivery and performance by Subco of this Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreementconsummation by Subco of the transactions contemplated hereby will not contravene or conflict with the Certificate of Formation or other governing documents (if any) of Subco. (ivvi) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by or with respect to Spinco Regis or any Subsidiary of Spinco Regis in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco Regis is contemplated thereby to be a party by Regis, Merger Sub or Subco or the consummation by Spinco Regis, Merger Sub and Subco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementRequired Regis Votes, (B) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the DGCL with respect to the filing of the Certificate of Merger and the certificate of merger with respect to the Subsequent Merger with the Delaware SecretarySecretary of State, (G) the Minnesota Business Corporation Act with respect to the filing of the Regis Charter Amendment with the Minnesota Secretary of State, (H) the rules and regulations of the NYSE, (HI) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment jurisdictions and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoRegis. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv5.1(c)(vi) of the Spinco Regis Disclosure Schedule are hereinafter referred to as the “Spinco Regis Necessary Consents”.

Authority; No Conflicts. (i) Spinco MVT Holding has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco MVT Holding is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyTransactions, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoAdditional Required Approvals. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco MVT Holding is contemplated thereby to be a party by Spinco MVT Holding and the consummation by Spinco MVT Holding of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after MVT Holding, subject to the Distribution Date will be required to effect the transactions contemplated by this AgreementAdditional Required Approvals. This Agreement has been, and the Transaction Agreements with respect to which Spinco MVT Holding is contemplated thereby to be a party will be, duly executed and delivered by Spinco MVT Holding and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements Agreement with respect to which Spinco MVT Holding is contemplated thereby to be a party by the other parties hereto and thereto, as applicable thereto (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇MI Corp., Merger Sub and MVT Corp.), constitute as applicable, constitutes or will constitute a valid and binding agreements agreement of SpincoMVT Holding, enforceable against Spinco MVT Holding in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). After the MI Effective Time, no approval of holders of MVT Holding capital stock will be required to effect the Transactions. (ii) The execution and delivery by Spinco of this Agreement by MVT Holding does not, the execution and delivery by Spinco MVT Holding of the Transaction Agreements with respect to which Spinco MVT Holding is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby Transactions will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary MVT Holding or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoMVT Corp., subject to obtaining or making the Spinco MVT Holding Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsMVT Holding. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco MVT Holding in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco MVT Holding is contemplated thereby to be a party by MVT Holding or the consummation by Spinco MVT Holding of the Merger and the other transactions contemplated hereby and therebyTransactions, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (CB) state securities or “blue sky” lawslaws or regulations, (DC) the Securities Act, (ED) the Exchange Act, (FE) filings under the DGCL with respect WBCL and the WLLCL to effect the filing transactions contemplated by Section 2.01 of the Certificate Separation Agreement and Article III of Merger with the Delaware Secretarythis Agreement, (GF) the rules and regulations of the NYSENYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (G) applicable state or federal banking laws or regulations, (H) applicable state or federal laws or regulations, and the rules and regulations of the NASD or any other applicable regulatory authority (including the NASD), regulating broker dealers, investment advisors and insurance companies, (I) obtaining the MI Transaction Approval and the Additional Required Approvals, (J) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (JK) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. MVT Corp. Consents, waivers, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IJ) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco MVT Holding Necessary Consents.”.

Authority; No Conflicts. (i) Spinco MVT Corp. has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyTransactions, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend MI Transaction Approval and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoAdditional Required Approvals. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party by Spinco MVT Corp. and the consummation by Spinco MVT Corp. of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after MVT Corp., subject to the Distribution Date will be required to effect MI Transaction Approval and the transactions contemplated by this AgreementAdditional Required Approvals. This Agreement has been, and the Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party will be, duly executed and delivered by Spinco MVT Corp. and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇MI Corp., Merger Sub and MVT Holding), constitute or will constitute valid and binding agreements of SpincoMVT Corp., enforceable against Spinco MVT Corp. in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco MVT Corp. of this Agreement does not, the execution and delivery by Spinco MVT Corp. of the Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party will not, and the consummation by Spinco MVT Corp. of the Distribution, the Merger and the other transactions contemplated hereby and thereby Transactions will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate articles of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco MVT Corp. or any Spinco Significant Subsidiary of MVT Corp. or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoMVT Corp., subject to obtaining or making the Spinco MVT Necessary Consents, (1) any Contract to which Spinco MVT Corp. or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco MVT Corp. or any Subsidiary of Spinco MVT Corp. or their respective properties or assets. (iii) The Board of Directors of SpincoMVT Corp., by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, way has duly (A) determined that this Agreement, the Merger Transactions and the Separation Agreement Transaction Agreements with respect to which MVT Corp. is contemplated thereby to be a party are advisable and in the best interests of Spinco MVT Corp. and its stockholder shareholder and (B) approved this Agreement, the Merger Transactions contemplated hereby and by the Separation AgreementTransaction Agreements. (iv) No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco MVT Corp. or any Subsidiary of Spinco MVT Corp. in connection with the execution and delivery by Spinco MVT Corp. of this Agreement and the Transaction Agreements with respect to which Spinco MVT Corp. is contemplated thereby to be a party or the consummation by Spinco MVT Corp. of the Merger and the other transactions contemplated hereby and therebyTransactions, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (CB) state securities or “blue sky” lawslaws or regulations, (DC) the Securities Act, (ED) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GE) the rules and regulations of the NYSENYSE and, if different, such national securities exchange designated by MVT Holding and Investor pursuant to Section 6.15, (HF) antitrust or other competition laws of other jurisdictions, (G) applicable state or federal laws or regulations and the rules and regulations of the NASD or any other applicable regulatory authority regulating broker dealers, investment advisors and insurance companies, (H) applicable state or federal banking laws or regulations, (I) further action of obtaining the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date MI Transaction Approval and the Distribution DateAdditional Required Approvals, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, waivers, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. MVT Corp. Consents, waivers, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv4.3(c)(iv) of the Spinco MVT Disclosure Schedule are hereinafter referred to as the “Spinco MVT Necessary Consents.”.

Authority; No Conflicts. (ia) Spinco Buyer has all requisite corporate the full capacity, power and authority to enter into execute and deliver this Agreement and the each other Transaction Agreements with respect Agreement to which Spinco Buyer is contemplated thereby a party, to be a party perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoTransactions. The execution execution, delivery and delivery performance by Buyer of this Agreement and each of the Transaction Agreements with respect to which Spinco it is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary Buyer and no additional corporate action on the part of Spincoor stockholder authorization or consent by Buyer is required in connection therewith. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement Buyer has been, duly and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly validly executed and delivered by Spinco and, assuming this Agreement and each other Transaction Agreement to which Buyer is a party. Assuming the due authorization and valid authorization, execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (this Agreement and each other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)Transaction Agreement to which Buyer is a party constitutes the legal, constitute or will constitute valid and binding agreements obligation of Spinco, Buyer enforceable against Spinco Buyer in accordance with their respective terms, except as such enforceability may be limited by subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, rehabilitation, liquidation, fraudulent conveyance, moratorium and preferential transfer or similar Applicable Laws laws now or hereafter in effect relating to or affecting creditors creditors’ rights and remedies generally or by and subject, as to enforceability, to the effect of general equity equitable principles (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law). (iib) The execution and delivery by Spinco Buyer of this Agreement does notand each other Transaction Agreement to which Buyer is a party, the execution performance by the Buyer of its obligations hereunder and delivery by Spinco of the Transaction Agreements with respect thereunder do not (i) require Buyer to which Spinco is contemplated thereby to be a party will notmake any declaration, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with filing or without notice or lapse of timeregistration with, or bothprovide any notice to, any Governmental Body or obtain any Governmental Authorization (except for such registrations with the SEC as may be required pursuant to the Registration Rights Agreement), (ii) under: except as have been obtained, require any consent from or to any Person, or (Aiii) violate or contravene any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsBuyer. (iiic) The Board of Directors of SpincoStock Consideration has been duly authorized by Buyer and, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified when issued in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection accordance with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco terms of this Agreement, will be validly issued, fully paid and nonassessable. (Bd) There is no pending Proceeding that has been commenced against Buyer that challenges, or may have the HSR Acteffect of preventing, (C) state securities delaying, making illegal, or “blue sky” lawsotherwise interfering with, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred Transactions and, to as the “Spinco Necessary Consents”Buyer’s Knowledge, no such Proceeding has been Threatened.

Authority; No Conflicts. (ia) Spinco Mesa has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder approval of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoMesa Stockholder Consent. The execution execution, delivery and delivery performance of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No Mesa, subject to the approval of Spinco’s stockholders after this Agreement by the Distribution Date will be required to effect Mesa Stockholder Consent, and no other corporate or stockholder action on the transactions contemplated by this Agreementpart of Mesa is necessary or required. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco Mesa and, assuming the due authorization and valid execution and delivery of that this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoArmada and constitutes a valid and binding agreement of Mesa, enforceable against Spinco Mesa in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby all other instruments and agreements to be a party will delivered by Mesa as contemplated hereby do not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Mesa or any of its Subsidiaries, in each case as amended to the date of this Agreement, (ii) create any Lien (other than Permitted Liens) on any of the properties or assets of Mesa or any of its Subsidiaries, (iii) subject to receipt of the Mesa Necessary Consents, conflict with or result in a Violation (with or without notice or lapse of timebreach of, or both) constitute a default under: (A) any provision of the Certificate of Incorporation , or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or result in the aggregateacceleration of any obligation or loss of any benefits under, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract or other instrument to which Spinco Mesa or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound are bound, or (2iv) subject to receipt of the Mesa Necessary Consents, contravene any permitApplicable Law, concessionexcept, franchisein the case of clauses (ii), license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board and (iv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Mesa; provided, that, for purposes of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this AgreementSection 3.3(b), the Merger and term Material Adverse Effect shall be deemed to include any event, circumstance, development, state of facts, occurrence, change or effect that would prevent, materially impair or materially delay the Separation Agreement are advisable and in ability of Mesa or any of its Subsidiaries to consummate the best interests of Spinco and its stockholder and (B) approved transactions contemplated by this Agreement, the Merger and the Separation Agreement. (ivc) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or Third Party or expiry of any other Person related waiting period is required to be obtained or made by or with respect to Spinco Mesa or any Subsidiary of Spinco Mesa in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Mesa or the consummation by Spinco of the Merger Acquisition and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (Ci) state securities or “blue sky” laws, laws (Dthe “Blue Sky Laws”); (ii) the Exchange Act; (iii) the Securities Act, ; (Eiv) the Exchange Act, (F) the DGCL with respect to the filing of the Mesa Certificate of Merger with the Delaware Secretary, Dissolution; or (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (Jv) such consents, approvals, orders, authorizations, registrations, declarations and filings and expiry of waiting periods the failure of which to make or obtainobtain or expire would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoArmada; and the consents of Third Parties set forth on Schedule 3.3(c) of the Mesa Disclosure Letter. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (Ai) through (Iv) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Mesa Necessary Consents.”.

Authority; No Conflicts. (i) Spinco The Company has all requisite corporate power and corporate authority to enter into this Agreement and and, if required, subject to the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and adoption of this Agreement by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Spinco. No approval the Company, if required, subject in the case of Spinco’s stockholders after the Distribution Date will be required consummation of the Merger to effect the adoption of this Agreement by the requisite vote of the holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco the Company and, assuming the due authorization and valid execution and delivery of this Agreement or by Parent and the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be Purchaser, constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of Spincothe Company, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). . The Board of Directors of the Company has, at a meeting duly called and held, (iiA) The execution approved this Agreement, the Offer and delivery by Spinco of the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement does notand the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the execution Offer and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby. (ii) Except as disclosed in Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and thereby performance of this Agreement do not or will not not, as the case may be, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, or creation, a “Violation”), pursuant to: (A) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco the Company or any Spinco Significant Subsidiary of its Subsidiaries or (B) except asas is not reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spincothe Company or prevent the consummation of the transactions contemplated hereby and, subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1iii) below, the terms, provisions or conditions of any Contract to which Spinco loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any of its Subsidiaries is a party grant or by which any of them award made pursuant thereto) or any of their respective properties or assets is bound or (2) any other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Spinco the Company, the Company’s Subsidiaries or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any Governmental Entity supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other Person governmental or quasi-governmental authority (a “Governmental Entity”), is required to be obtained or made by or with respect to Spinco the Company or any Subsidiary of Spinco its Subsidiaries in connection with the execution and delivery by Spinco of this Agreement and by the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Company or the consummation by Spinco the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the adoption by Exchange Act or the sole stockholder Securities Act of Spinco of this Agreement1933, as amended (the “Securities Act”), (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware SecretaryMerger, (GC) the rules and regulations of the NYSENasdaq National Market (“NNM”), (HD) antitrust or other competition laws of other any applicable jurisdictions, (I) further action including, without limitation, the requirements of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution DateHSR Act, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, E) such as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment may be required under any applicable state securities or blue sky laws and (Jy) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtainobtain is not reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consentsthe Company or prevent the consummation of the transactions contemplated hereby. (iv) The Board of Directors of the Company, approvalsor an appropriate committee thereof, orders, authorizations, registrations, declarations has taken (or will take prior to the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Section 16b-3(e) is applicable to the disposition of the Company Common Stock and filings required under Company Options in or in relation to any connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Company.

Authority; No Conflicts. (i) Spinco Each Highmark Entity has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincoset forth herein. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby set forth herein have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreementeach Highmark Entity. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco each Highmark Entity and, assuming the due authorization and valid execution and delivery of that this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligation of SpincoBCNEPA, constitutes a valid and binding obligation of the Highmark Entities, enforceable against Spinco each such Highmark Entity in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (ii) The execution Subject to obtaining the Highmark Governmental Consents and except as disclosed on the Highmark Disclosure Letter, the execution, delivery by Spinco and performance of this Agreement does not, by the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will Highmark Entities do not, and the consummation by Spinco Highmark of the Distribution, the Merger and the Highmark Entities of the other transactions contemplated hereby set forth herein will not, in any material respect for subsections (B) and thereby will not result in (C) below, constitute a Violation (with or without notice require the consent or lapse approval of timeany Third Party, or both) under: pursuant to: (A) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Highmark Entities or any Subsidiary of Spinco Highmark; (B) any Law applicable to the Highmark Entities or any Subsidiary of Highmark or their respective properties or assets; or (C) any Highmark Material Contract. (iii) The Board of Directors of SpincoSubject to obtaining the Highmark Governmental Consents, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No no material consent, approval, order or authorization of, or material registration, declaration or filing with, by either Highmark Entity with any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary either Highmark Entity as a result of Spinco in connection with the execution execution, delivery and delivery by Spinco performance of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco Highmark Entities. For the purposes of this Agreement, (B) the HSR Act, (C) state securities or term “blue skyHighmark Governmental Consents” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules means any and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such all material consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of on the Spinco Highmark Disclosure Schedule are hereinafter referred Letter required to as the “Spinco Necessary Consents”be obtained or made by either Highmark Entity pursuant to applicable Laws.

Authority; No Conflicts. (i) Spinco Fortune has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco Fortune to establish the record date Record Date and payment date for the Spinco Dividend Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Spinco Dividend Distribution by the Board of Directors of SpincoFortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by Spinco Fortune and the consummation by Spinco Fortune of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Fortune, subject to the further action of Spinco’s stockholders after the Board of Directors of Fortune to establish the Record Date and the Distribution Date will be and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The approval of Fortune’s stockholders is not required to effect the transactions contemplated by this Agreement or any other Transaction Agreement. This Agreement has been, and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party will be, duly executed and delivered by Spinco Fortune and, assuming the due authorization and valid execution and delivery of this Agreement or and the applicable other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoFortune, enforceable against Spinco Fortune in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco Fortune of this Agreement does not, the execution and delivery by Spinco Fortune of the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party will not, and the consummation by Spinco Fortune of the Distribution, the Merger Distribution and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary Fortune or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO as of the date hereof or, to the Knowledge of Fortune, after giving effect to the Merger, or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements, subject to obtaining or making the Spinco Fortune Necessary ConsentsConsents (as defined in paragraph (iii) below), (1I) any Contract to which Spinco Fortune, ACCO or any of its their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Fortune, ACCO or any Subsidiary of Spinco Fortune or ACCO or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco Fortune in connection with the execution and delivery by Spinco of this Agreement and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by Fortune or the consummation by Spinco Fortune of the Merger Distribution and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (CB) state securities or “blue sky” laws, (DC) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of the NYSE, (HG) antitrust or other competition laws of other jurisdictions, (IH) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune (which is subject to the satisfaction of the conditions set forth in the Separation Distribution Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment ) and (JI) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Fortune Necessary Consents”. (iv) The Board of Directors of Fortune, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Distribution Agreement are advisable and in the best interests of Fortune and its stockholders and (B) approved this Agreement and the Distribution Agreement.

Authority; No Conflicts. (i) Spinco Conexant has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as subject, in the sole stockholder case of Spinco to adopt this Agreement and approve the consummation of the Merger, further action to the approval of the issuance of Conexant Common Stock in the Merger pursuant to this Agreement by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoRequired Conexant Vote. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco Conexant and the consummation by Spinco Conexant of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No Conexant, subject, in the case of the consummation of the Merger, to the approval of Spinco’s stockholders after the Distribution Date will be required issuance of Conexant Common Stock in the Merger pursuant to effect this Agreement by the transactions contemplated by this AgreementRequired Conexant Vote. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco Conexant and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be by GlobespanVirata, constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoConexant, enforceable against Spinco Conexant in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco Conexant of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco Conexant of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents document of Spinco Conexant or any Spinco Significant Subsidiary of Conexant or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoConexant and its Subsidiaries or, to the Knowledge of Conexant, on Conexant and its Subsidiaries following the Merger, subject to obtaining or making the Spinco Conexant Necessary Consents, (1) any Contract to which Spinco Conexant or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound bound, or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Conexant or any Subsidiary of Spinco Conexant or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco Conexant or any Subsidiary of Spinco Conexant in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Conexant or the consummation by Spinco Conexant of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementHSR Act, (B) the HSR Actstate securities or "blue sky" laws, (C) state securities or “blue sky” laws, (D) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of Nasdaq, including with respect to authorization for inclusion of the NYSEshares of Conexant Common Stock to be issued in the Merger and the transaction contemplated hereby on the Nasdaq National Market System, subject to official notice of issuance, (HG) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (JH) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoConexant and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IG) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco "Conexant Necessary Consents”".

Authority; No Conflicts. (ia) Spinco The Company has all requisite corporate power and authority to enter into (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby other agreements set forth in the exhibits hereto (collectively, the “Ancillary Agreements”) to be a party executed and to delivered by the Company as contemplated hereby; and (iii) consummate and perform the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, and the Ancillary Agreements executed and delivered by the Company as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, subject have been duly authorized by the Company’s Board of Directors (the “Company Board”) and (upon the receipt of the Required Votes), the Company Stockholders, and no other corporate (including stockholder) action on the part of the Company or its stockholders is necessary to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as authorize the sole stockholder performance of Spinco to adopt this Agreement and approve the Merger, further action Ancillary Agreements by the Board Company and the consummation of Directors of Spinco the transactions contemplated hereby and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as thereby. This Agreement and the sole stockholder of Spinco, Ancillary Agreements to approve be executed and delivered by the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock Company as contemplated by hereby, when delivered in accordance with the Separation Agreementterms hereof, further action of assuming the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The due execution and delivery of this Agreement and the Transaction each other Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute shall have been duly executed and delivered by the Company and shall be valid and binding agreements obligations of Spincothe Company, enforceable against Spinco the Company in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles. (iib) The execution and delivery by Spinco of this Agreement by the Company does not, the execution and delivery by Spinco the Company of the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party executed and delivered by the Company as contemplated hereby will not, and the consummation and performance by Spinco the Company of the Distributiontransactions contemplated hereby (including, for the sake of clarity, by virtue of Merger 1 and Merger 2) and thereby will not, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of the Company under: (i) any provision of the Organizational Documents of the Company; (ii) any Legal Requirement applicable to the Company or by which any of its properties or assets is bound; or (iii) in any material respect any of the terms, conditions or provisions of any Contract to which the Company is a party or by which it is bound. (c) The only votes or written consents of any class or series of the Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby and described herein, are the affirmative vote or written consent of holders of at least a majority of the outstanding shares of (i) Company Capital Stock voting together as a single class and on an as-converted basis and (ii) Company Preferred Stock (the “Required Votes”). The Stockholders Written Consent, when executed and delivered by the Required Votes, will satisfy all requirements for consents, votes or approvals by the holders of any classes or series of Company Capital Stock necessary to approve and adopt, and consummate, this Agreement, the Merger and the other transactions contemplated hereby in accordance with the Organizational Documents and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsLegal Requirements. (iiid) The Company Board of Directors of Spinco, by resolutions duly has unanimously (i) adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that approved this Agreement, the Merger Ancillary Agreements and the Separation Agreement Merger, (ii) determined that the transactions contemplated herein and therein are advisable and in the best interests of Spinco the Company Stockholders and its stockholder on terms that are fair to such Company Stockholders and (Biii) approved resolved to recommend that the Company Stockholders approve this Agreement, the Merger Ancillary Agreements and the Separation Agreement. (iv) No consentMerger, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco none of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption aforesaid actions by the sole stockholder of Spinco of this AgreementCompany Board has been amended, (B) the HSR Act, (C) state securities rescinded or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”modified.

Authority; No Conflicts. (ia) Spinco Each of Parent and Merger Sub has all requisite necessary corporate power and authority necessary to enter into execute and deliver this Agreement, perform its obligations under this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance of their respective obligations hereunder, and the consummation of the transactions contemplated hereby have been duly and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action validly authorized by the Board of Directors of Spinco each of Parent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Merger Sub and by Parent as the sole stockholder of SpincoMerger Sub, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action action, except for the receipt of the Parent Shareholder Approval. Except for the Merger Filing and receipt of Parent Shareholder Approval, no other corporate proceedings on the part of Spinco. No approval of Spinco’s stockholders after Parent or Merger Sub are necessary to authorize the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is consummation by Parent and Merger Sub of the transactions contemplated thereby to be a party hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties hereto Company and theretothe Shareholders, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)constitutes a legal, constitute or will constitute valid and binding agreements obligation of SpincoParent and Merger Sub, enforceable against Spinco Parent and Merger Sub in accordance with their respective terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of specific performance, moratorium injunctive relief and similar Applicable Laws other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). To the Knowledge of Parent and Merger Sub, there is no fact or condition relating to or affecting creditors generally or by general equity principles (regardless Parent and Merger Sub that would prevent all regulatory approvals required for the consummation of whether such enforceability is considered in a proceeding in equity or at law)the transactions contemplated hereby from being obtained. (iib) The execution and delivery by Spinco of this Agreement does not, Neither the execution and delivery of this Agreement by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will notParent or Merger Sub, and nor the consummation by Spinco Parent or Merger Sub of the Distribution, the Merger and the other transactions contemplated hereby and thereby hereby, nor compliance by Parent or Merger Sub with any of the provisions hereof, will not (i) conflict with or result in a Violation (with or without notice or lapse breach of time, or both) under: (A) any provision of the Certificate Parent’s or and of Incorporation or By-laws or similar organizational documents its Subsidiaries’ articles of Spinco incorporation, charter, bylaws or any Spinco Significant Subsidiary other similar governing document, (ii) constitute or (B) except asresult in a Default under, individually or require any Consent pursuant to, or result in the aggregatecreation of any Lien on any Asset of Parent or any of its Subsidiaries under, would any Contract or Permit of Parent or any of its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect on SpincoParent, or (iii) subject to obtaining the requisite Consents referred to in Section 8.1 of this Agreement, violate any Law or making the Spinco Necessary Consents, (1) any Contract Order applicable to which Spinco Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsAssets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (ia) Spinco has all requisite corporate power The execution, delivery, and authority to enter into performance of this Agreement Agreement, the Ancillary Agreements and the Transaction Agreements with respect to which Spinco is contemplated thereby other agreements, documents and instruments to be a party executed and to consummate the transactions contemplated hereby and thereby, subject to further action delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt it in connection with this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby Transactions by each of Parent and thereby have the Parent Parties who is a party hereto and thereto has been duly and validly authorized by all necessary corporate action on or limited liability company action. Each of the part Parent Parties that will execute any other agreements, documents and instruments in connection with the Closing as contemplated hereby (collectively, the “Parent Closing Documents”) or this Agreement or has, and as of Spinco. No approval of Spinco’s stockholders after the Distribution Closing Date SplitCo and SplitCo Sub will have, all necessary corporate or limited liability company power and authority to execute and deliver the Parent Closing Documents to which such Person will be required to effect the transactions contemplated by this Agreement. a party. (b) This Agreement has beenand each other agreement, document and the Transaction Agreements with respect to which Spinco is contemplated thereby instrument to be executed and delivered by a party will be, Parent Party in connection with this Agreement has been duly executed and delivered by Spinco andsuch Parent Party and this Agreement, assuming the due authorization each Ancillary Agreement and valid execution each other agreement, document and delivery of instrument to be executed and delivered by a Parent Party in connection with this Agreement constitutes, or when executed and delivered, will constitute, a legal, valid and binding obligation of the applicable Parent Party, enforceable against either Parent or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco Parent Party in accordance with their its respective terms, except as that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other similar Applicable Laws laws of general application affecting or relating to or affecting creditors the enforcement of creditors’ rights generally or by and (ii) is subject to general equity principles (regardless of equity, whether such enforceability is considered in a proceeding at law or in equity or at law(the “Bankruptcy and Equity Exception”). (iic) The execution Except as set forth on Schedule 3.3(c) of the Parent Disclosure Schedule, the execution, delivery and delivery by Spinco performance of this Agreement, each Ancillary Agreement does notand each other agreement, the execution document and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby instrument to be a party will notexecuted and delivered in connection with this Agreement by the Parent Parties, SplitCo or SplitCo Sub, as applicable, and the consummation by Spinco the Parent Parties, SplitCo and SplitCo Sub of the Distribution, the Merger and the other transactions contemplated hereby and thereby thereby, do not and will not result (i) violate or conflict with the organizational documents of the Parent Parties, SplitCo or SplitCo Sub, (ii) assuming compliance with the matters referred to in a Violation (Section 3.4, conflict with or without notice violate any Law or lapse Governmental Order applicable to the Parent Parties, SplitCo or SplitCo Sub, (iii) require any consent, approval, order, permit, license or authorization (“Consent”) or other action by or notification to any Person under, constitute a default under, give to any Person any rights of timetermination, amendment, acceleration or both) cancellation of any right or obligation of the Parent Parties, SplitCo or SplitCo Sub under: (A) , any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary Business Contract or (Biv) result in the creation or imposition of any Lien on any of the Business Assets, except asfor Permitted Liens, and in the case of clauses (ii), (iii) and (iv), for any such violations, consents, actions, defaults, rights or losses as would not, individually or in the aggregate, would not reasonably be expected to have a Business Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Effect.

Authority; No Conflicts. (i) Spinco Each of the Company and its Subsidiaries has all requisite corporate power and authority to enter into (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby other agreements set forth in the exhibits hereto (collectively, the “Ancillary Agreements”) to be a party executed and to delivered by the Company as contemplated hereby; and (iii) consummate the transactions contemplated hereby and thereby. The execution, subject delivery and performance of this Agreement, and the Ancillary Agreements executed and delivered by the Company as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s Board of Directors, and upon the receipt of the Required Votes of the Company Stockholders, no other corporate or stockholder action on the part of the Company or its stockholders is necessary to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as authorize the sole stockholder performance of Spinco to adopt this Agreement and approve the Merger, further action Ancillary Agreements by the Board Company and the consummation of Directors of Spinco the transactions contemplated hereby and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as thereby. This Agreement and the sole stockholder of Spinco, Ancillary Agreements to approve be executed and delivered by the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock Company as contemplated by hereby, when delivered in accordance with the Separation Agreementterms hereof, further action of assuming the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The due execution and delivery of this Agreement and the Transaction each other Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute shall have been duly executed and delivered by the Company and shall be valid and binding agreements obligations of Spincothe Company, enforceable against Spinco the Company in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents laws affecting the enforcement of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected creditors’ rights generally and to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsgeneral equitable principles. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (i) Spinco 4.4.1 Atlas has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No Atlas, subject only to the approval of Spinco’s stockholders after this Agreement and the Distribution Date will Merger by the Shareholders. Pursuant to Section 6.1, the Principal Shareholders who own approximately 99.1% of its Atlas Common Stock have agreed to give their irrevocable proxies to RAI to vote in favor of the Merger; provided, however, that the Irrevocable Proxy to be required delivered by the Trustee of The Atlas Energy Group, Inc. Employee Stock Ownership Plan (the "ESOP") shall be for that number of shares of Atlas Common Stock which the Trustee has been instructed by plan participants and the ESOP Committee to effect vote in favor of the transactions contemplated by this AgreementMerger. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco Atlas and, assuming the due authorization and valid authorization, execution and delivery of this Agreement or by RAI and AAI, constitutes the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligation of SpincoAtlas, enforceable against Spinco in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws affecting or relating to or affecting creditors rights generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). and (ii) The execution the availability of injunctive relief and delivery by Spinco of this Agreement does notother equitable remedies. 4.4.2 Except as described in Schedule 4.4, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, this Agreement do not and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not (i) conflict with or result in a Violation (with any violation or without notice or lapse breach of time, or both) under: (A) any provision of the Certificate certificate of Incorporation incorporation or By-laws or similar organizational documents bylaws of Spinco or any Spinco Significant Subsidiary Atlas, or (Bii) except asresult in any violation or breach of, individually or in constitute a default under, the aggregateterms, would not reasonably be expected to have a Material Adverse Effect on Spincoconditions or provisions of any agreement, subject to obtaining indenture, mortgage or making the Spinco Necessary Consents, (1) any Contract instrument to which Spinco Atlas or any of its Subsidiaries is a party or by to which any of them or any of their respective properties or assets its property is bound subject, or (2iii) subject to obtaining the approval of the Shareholders of the Merger and compliance with the requirements of Section 4.5 below, conflict with or result in any permit, concession, franchise, license, violation of any judgment, order, decree, statute, law, ordinance, rule statute or regulation law applicable to Spinco Atlas or any Subsidiary of Spinco its Subsidiaries or any of its or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (i) Spinco Each of Kraft, KFBC, the Companies and the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation. Each of Kraft, KFBC, the Companies and the Subsidiary has all requisite corporate power and authority to enter into this Agreement and such Ancillary Agreements, to the Transaction Agreements with respect to which Spinco extent any is a party hereto or thereto, as are contemplated thereby hereby to be a party executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by each of Kraft, subject KFBC, the Companies and the Subsidiary to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as authorize the sole stockholder execution, delivery and performance of Spinco to adopt this Agreement and approve such Ancillary Agreements, to the Mergerextent any is a party hereto or thereto, further action and the consummation of the transactions contemplated hereby and thereby, have been or will have been at or prior to the Closing duly and properly taken. This Agreement has been duly executed and delivered by Sellers, and such Ancillary Agreements as are contemplated hereby to be executed and delivered by any of Kraft, KFBC, the Board of Directors of Spinco Companies and ▇▇▇▇▇▇▇-▇▇▇▇▇▇the Subsidiary will, to the extent any is a party thereto, be duly and validly executed and delivered by Kraft, KFBC, such Company or the Subsidiary, as applicable. This Agreement and such Ancillary Agreements constitute, or will constitute, as the sole stockholder case may be, valid and binding obligations of SpincoKraft, KFBC, the Companies and the Subsidiary, to approve the amendment extent any is a party thereto, enforceable against Kraft, KFBC, the Companies and the Subsidiary, as applicable, in accordance with their respective terms. (ii) Subject to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by matters disclosed on Schedule 4(a)(ii), the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.by

Authority; No Conflicts. (i) Spinco has Western and Merger Sub have all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as subject, in the sole stockholder case of Spinco to adopt this Agreement and approve the consummation of the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoWestern Stockholder Approval. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Western and Merger Sub and no other corporate proceedings on the part of Western or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject in the case of the shares of Western common stock to be issued upon consummation of the Merger, to the Western Stockholder Approval. This Agreement has been duly executed and delivered by Western and Merger Sub and constitutes a valid and binding agreement of Western and Merger Sub, enforceable against each of Western and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Western has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Stock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Western and no other corporate proceedings on the part of Spinco’s stockholders after Western are necessary to authorize the Distribution Date will be required execution and delivery of the Stock Option Agreements or to effect consummate the transactions contemplated by this Agreementthereby. This Agreement has been, and the Transaction The Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party will be, have been duly executed and delivered by Spinco and, assuming the due authorization Western and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be each constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoWestern, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, by Western and Merger Sub and the execution and delivery Stock Option Agreements by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will Western do not, and the consummation by Spinco Western and Merger Sub of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets, including Intellectual Property (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation --------- or By-laws bylaws or similar organizational documents document of Spinco Western, Merger Sub or any Spinco Significant Subsidiary of Western, or (B) except as, as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoWestern or Merger Sub or (2) would not prevent or materially delay the consummation of the Merger, subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1iii) below, and except with respect to employee stock options and other awards, any Contract to which Spinco loan or any of its Subsidiaries is a party credit agreement, note, mortgage, bond, indenture, lease, benefit plan or by which any of them or any of their respective properties or assets is bound or (2) any other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Western, Merger Sub or any Subsidiary of Spinco Western or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi- governmental or private body exercising any regulatory, taxing, importing or other Person governmental or quasi-governmental authority (a "Governmental Entity") or ------------------- any other Person, is required to be obtained or made by or with respect to Spinco Western, Merger Sub or any Subsidiary of Spinco Western in connection with the execution and delivery by Spinco of this Agreement by Western or Merger Sub and the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party by Western, as applicable, or the consummation by Spinco Western and Merger Sub of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) state securities or ------- "blue sky" laws (the "Blue Sky Laws"), (C) the Securities Act of 1933, as ------------- amended (the "Securities Act"), (D) the Securities Exchange Act of 1934, as -------------- amended (the "Exchange Act"), (E) the DGCL with respect to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness filing of the declaration ------------ Certificate of Merger, (F) the rules and regulations of the Distribution by the Board NASDAQ, (G) antitrust or other competition laws of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment other jurisdictions and (JH) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoWestern. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IG) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco "Necessary Consents”.". ------------------

Authority; No Conflicts. (i) Spinco Each of Parent, Buyer and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party executed and delivered by them as contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution, subject to further action delivery and performance of this Agreement, and the Ancillary Agreements executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Parent, Buyer and Merger Sub as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by (1) the Board of Directors of each of Parent, Buyer and Merger Sub and (2) Buyer, in its capacity as the sole stockholder of Spinco Merger Sub, and no other corporate or stockholder action on the part of Parent, Buyer or Merger Sub or their respective stockholders is necessary to adopt authorize the execution, delivery and performance of this Agreement and approve the MergerAncillary Agreements by either Parent, further action Buyer or Merger Sub and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to be executed and delivered by the Board of Directors of Spinco Parent, Buyer and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock Merger Sub as contemplated by hereby, when delivered in accordance with the Separation Agreementterms hereof, further action of assuming the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The due execution and delivery of this Agreement and the Transaction each other Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)shall have been duly executed and delivered by each of Parent, constitute or will constitute Buyer and Merger Sub and shall be valid and binding agreements obligations of SpincoParent, Buyer and Merger Sub, enforceable against Spinco each of them in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents laws affecting the enforcement of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected creditors’ rights generally and to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsgeneral equitable principles. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (ia) Spinco The Seller is a corporation duly organized and validly existing under the laws of the place of its incorporation and has all requisite the corporate power and authority to carry on its business as it is now being conducted or presently proposed to be conducted (b) The Seller has the requisite legal capacity to enter into into, deliver and perform this Agreement and perform the Transaction Agreements with respect to which Spinco is contemplated thereby respective Deeds of Sale and Deeds of Assignment. All acts and other proceedings required to be a party taken by the Seller to authorize the execution, delivery and to consummate performance of this Agreement, the Deeds of Sale and the Deeds of Assignment and the consummation of the transactions contemplated hereby and thereby, subject have been or will have been at or prior to further action the First Payment Date duly and properly taken. (c) This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ the Seller and the Deeds of Sale and the Deeds of Assignment will be, as of the sole stockholder First Payment Date, duly executed and delivered by the Seller. This Agreement constitutes valid and binding obligations of Spinco the Seller and the deeds of sale of share and deeds of assignment of advances will constitute, as of the First Payment Date, valid and binding obligations of the Seller, enforceable against it in accordance with their respective terms. (d) No Third Party Consents are required. (e) All Governmental Authorizations that the Seller is required to adopt obtain have been obtained, and all notices (other than the PCC Notice and the relevant disclosures to the SEC and PSE) that the Seller is required to give to any Person in connection with the execution, delivery and performance of this Agreement and approve have been given. (f) Neither the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and nor the consummation by Spinco or performance of any of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of under this Agreement will directly or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation indirectly (with or without notice or lapse of time, or both) under: (Ai) breach any provision of the Certificate Governing Documents of Incorporation the Seller, LB Holdco or By-laws or similar organizational documents of Spinco LB Holdco Subsidiary, as applicable, or any Spinco Significant resolution adopted by the shareholders or board of directors of the Seller, LB Holdco and LB Holdco Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consentsas applicable, (1ii) breach any Contract to which Spinco the Seller, LB Holdco or any of its Subsidiaries a LB Holdco Subsidiary is a party or by to which it may be bound, (iii) violate or conflict with any of them Governmental Authorization or Law to which the Seller, LB Holdco or LB Holdco Subsidiary or any of their respective properties the assets owned, used or assets is bound or (2) any permitheld for use by the Seller, concessionLB Holdco and LB Holdco Subsidiary may be subject, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consentbreach any Order to which the Seller, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity LB Holdco and LB Holdco Subsidiary or any other Person is required to of the assets owned, used or held for use by the Seller, LB Holdco or LB Holdco Subsidiary may be obtained subject, (v) result in the imposition or made by creation of any Encumbrance upon or with respect to Spinco any of the Telco Assets, (vi) violate or conflict with any Subsidiary Governmental Authorization or Law, or breach any Order, to which the Sale Shares may be subject or result in the imposition or creation of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements any Encumbrances upon or with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing Sale Shares, other than, in the cases of clauses (Aiii), (iv) through and (Iv) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”above.

Authority; No Conflicts. (ia) Spinco Parent has all requisite corporate power and corporate authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this AgreementParent. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco and, assuming the due authorization Parent and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoParent, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Applicable Laws laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (ivb) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco Parent in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Parent or the consummation by Spinco Parent of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (Ai) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate Agreements of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware California and appropriate documents with the relevant authorities of such amendment other states in which Parent is qualified to do business; (ii) those required under the HSR Act or any other antitrust or competition Law; and (Jiii) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain, obtained individually or in the aggregate, would aggregate could not reasonably be expected to have a Material Adverse Effect on SpincoParent. (c) Each of Merger Sub and KLO Merger Sub has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. ConsentsThe execution, approvalsdelivery and performance by Merger Sub and KLO Merger Sub of this Agreement and the consummation by Merger Sub and KLO Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub and KLO Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and KLO Merger Sub and constitutes a valid and binding agreement of Merger Sub and KLO Merger Sub, ordersenforceable against each of them in accordance with its terms, authorizationsexcept as such enforceability may be limited by bankruptcy, registrationsinsolvency, declarations reorganization, moratorium and filings required under other similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in relation to a proceeding in equity or at law). (d) Neither the execution and delivery by the Parent, Merger Sub or KLO Merger Sub of this Agreement or any of the foregoing clauses other documents referred to herein to which the Parent, Merger Sub or KLO Merger Sub are a party (including without limitation the Agreement of Merger and the KLO Agreement of Merger), nor the consummation of the transactions contemplated hereby or thereby, will (A) through result in any Violation of (Ii) the Organizational Documents of any of Parent, Merger Sub or set forth in Section 5.3(c)(ivKLO Merger Sub, (ii) any material note, loan or credit agreement, mortgage, deed of trust, bond, indenture, benefit plan, lease or other agreement, instrument, permit, concession, franchise, or license to which any of Parent, Merger Sub or KLO Merger Sub is a party or by which any of them or any of their respective properties or assets are bound, or (iii) any Law, writ, injunction or license of any Governmental Entity having jurisdiction over the Parent, Merger Sub or KLO Merger Sub or their respective properties or assets, or (B) create an Encumbrance on any of the Spinco Disclosure Schedule are hereinafter referred to as material properties or assets of the “Spinco Necessary Consents”Parent, Merger Sub or KLO Merger Sub.

Authority; No Conflicts. (ia) Spinco has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and, subject to receipt of the Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Investment Advisory Agreement, the execution and delivery of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the Agreements, consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of the Company, including, without limitation, corporate action of the Company required to be taken by the Company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). No corporate or shareholder proceedings on the part of Spinco. No approval the Company are necessary to approve the execution and delivery of Spinco’s stockholders after this Agreement and, except for obtaining the Distribution Date will be required Requisite Shareholder Approval of the issuance of the Purchased Stock, the Charter Amendment and the Investment Advisory Agreement, no corporate or shareholder proceedings on the part of the Company are necessary to effect approve the execution and delivery of the other Transaction Agreements to which the Company is a party or to consummate the transactions contemplated by this Agreementhereby or thereby. This Agreement has been, and the other Transaction Agreements with respect to which Spinco is contemplated thereby to be a party when executed and delivered will be, duly and validly executed and delivered by Spinco andthe Company and (assuming due authorization, assuming execution and delivery by the due authorization Purchaser) constitute (or, in the case of the other Transaction Agreements, will constitute when executed and delivered) valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. (b) The issuance and sale of the Purchased Stock pursuant to this Agreement is not and will not be subject to any preemptive rights, rights of first refusal, subscription or similar rights, other than as provided in this Agreement or the other Transaction Agreements. The Purchased Stock, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and upon delivery to the Purchaser will be free and clear of all Liens other than as provided in the Transaction Agreements. (c) The execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, and, subject to obtaining the Requisite Shareholder Approval, the execution and delivery by Spinco of the other Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, by the Company and the consummation by Spinco the Company of the Distribution, the Merger and the other transactions contemplated hereby and thereby or thereby, or the compliance by the Company with any of the terms or provisions hereof or thereof, will not result in a Violation (with or without notice or lapse of time, or bothi) under: (A) violate any provision of the Certificate Company Charter or bylaws of Incorporation the Company or By-laws or any of the similar organizational governing documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable except to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined the extent that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco issuance of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and Purchased Stock shall require the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (ICharter Amendment) or set forth in Section 5.3(c)(iv(ii) of assuming that the Spinco Disclosure Schedule are hereinafter consents and approvals referred to as the “Spinco Necessary Consents”.in

Authority; No Conflicts. (i) Spinco New Sally has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco New Sally is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyTransactions, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend New Sally and the effectiveness holders of capital stock of New Sally to effect the transactions contemplated by Section 2.01 of the declaration Separation Agreement and Article III of this Agreement, and provided that the Spinco Dividend approval by the Board of Directors of SpincoNew Sally and the holders of capital stock of New Sally with respect to such transactions are subject to the satisfaction of the conditions in the Separation Agreement and this Agreement. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco New Sally is contemplated thereby to be a party by Spinco New Sally and the consummation by Spinco New Sally of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of Spinco. No approval New Sally, subject to the further action of Spinco’s stockholders after the Distribution Date will be required Board of Directors of New Sally and the holders of capital stock of New Sally to effect the transactions contemplated by Section 2.01 of the Separation Agreement and Article III of this Agreement, and provided that the approval by the Board of Directors of New Sally and the holders of capital stock of New Sally with respect to such transactions are subject to the satisfaction of the conditions in the Separation Agreement and this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco New Sally is contemplated thereby to be a party will be, duly executed and delivered by Spinco New Sally and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements Agreement with respect to which Spinco New Sally is contemplated thereby to be a party by the other parties hereto and thereto, as applicable thereto (other than ▇▇▇▇▇▇▇Alberto-▇▇▇▇▇▇Culver, Merger Sub and Sally), constitute as applicable, constitutes or will constitute a valid and binding agreements agreement of SpincoNew Sally, enforceable against Spinco New Sally in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). After the AC Effective Time, no approval of holders of New Sally capital stock will be required to effect the Transactions. (ii) The execution and delivery by Spinco of this Agreement by New Sally does not, the execution and delivery by Spinco New Sally of the Transaction Agreements with respect to which Spinco New Sally is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby Transactions will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary New Sally or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoSally, subject to obtaining or making the Spinco New Sally Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsNew Sally. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco New Sally in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco New Sally is contemplated thereby to be a party by New Sally or the consummation by Spinco New Sally of the Merger and the other transactions contemplated hereby and therebyTransactions, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (CB) state securities or “blue sky” laws, (DC) the Securities Act, (ED) the Exchange Act, (FE) filings under the DGCL with respect and the Delaware Limited Liability Company Act to effect the filing transactions contemplated by Section 2.01 of the Certificate Separation Agreement and Article III of Merger with the Delaware Secretarythis Agreement, (GF) the rules and regulations of the NYSE, (G) obtaining the approvals described in Section 4.2(c)(i)(A) and (B) and further actions by the Board of Directors of the applicable members of the Alberto-Culver Group and the Sally Group and the holders of securities thereof to effect the transactions contemplated by Section 2.01 of the Separation Agreement and Article III of this Agreement, and provided that the approval by such applicable Boards of Directors and such securities holders with respect to such transactions is subject to the satisfaction of the conditions in the Separation Agreement and this Agreement, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoSally. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco New Sally Necessary Consents”.

Authority; No Conflicts. (ia) Spinco has SPSS Inc. and SPSS have all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby other documents and agreements attached as exhibits hereto to be a party entered into by them (the Agreement, together with all such other documents and agreements, collectively, the "SPSS TRANSACTION DOCUMENTS") and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the SPSS Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco Documents and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of SpincoSPSS Inc. and SPSS. No approval or consent of Spinco’s the stockholders after of SPSS Inc. or SPSS is required with respect to the Distribution Date will be required to effect consummation of the transactions contemplated by this Agreement. This Agreement has been, and the The SPSS Transaction Agreements with respect to which Spinco is contemplated thereby to Documents have been or will be a party will be, duly executed and delivered by Spinco and, assuming the due authorization SPSS Inc. and valid execution SPSS and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute the valid and binding agreements of SpincoSPSS Inc. and SPSS, enforceable against Spinco it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting the rights of creditors generally or by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution Except as set forth in Section 4.3 of the SPSS Inc. and delivery by Spinco of this Agreement does notSPSS Disclosure Schedule, the execution and delivery by Spinco SPSS Inc. and SPSS of the SPSS Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will notDocuments, and the consummation by Spinco SPSS Inc. and SPSS of the Distribution, the Merger and the other transactions contemplated hereby and thereby thereby, will not not: (i) violate or conflict with SPSS Inc.'s and SPSS' respective certificates of incorporation or bylaws; (ii) conflict with, result in a Violation (with or without notice or lapse of timebreach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or both) under: (A) cancel, or require any provision notice under any contract, lease, sublease, license, franchise, permit, indenture, agreement, mortgage relating to borrowed money, instrument of the Certificate of Incorporation indebtedness, or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract other obligation to which Spinco SPSS Inc. or any of its Subsidiaries SPSS is a party or by which any of them or any of their respective properties or assets is they are bound or subject that would reasonably be expected to impair substantially such Shareholder's ability to consummate the transactions contemplated by this Agreement; (2iii) constitute a violation of any permit, concession, franchise, license, judgment, order, decreelaw, statute, law, ordinance, rule or regulation applicable to Spinco which SPSS Inc. or any Subsidiary of Spinco SPSS is subject; or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No have a Material Adverse Effect upon SPSS or the shares in SPSS Inc. (c) Except as set forth in Section 4.3 of the SPSS Inc. and SPSS Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Person, is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco SPSS Inc. and SPSS of this Agreement the SPSS Transaction Documents or the performance by SPSS Inc. and SPSS of the Transaction Agreements with respect to which Spinco is contemplated thereby obligations to be a party or the consummation performed by Spinco of the Merger SPSS Inc. and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect SPSS pursuant to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust terms hereof or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”thereof.

Authority; No Conflicts. (a) Subject, in the case of the consummation of the Merger, to the FCC Shareholder Approval, any approvals or clearances required under the applicable insurance laws of any state, the filings contemplated by Section 1.07 and the filing of the Plan of Merger, and related articles of merger, with the Virginia State Corporation Commission and the Illinois Secretary of State, (i) Spinco FCC has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as (ii) the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval FCC and no further action is required on the part of Spinco’s stockholders after the Distribution Date will be required FCC to effect authorize this Agreement and the transactions contemplated by hereby, (iii) this Agreement. This Agreement has been, the Plan of Merger and the Merger have been unanimously approved and adopted by the Board of Directors of FCC in accordance with Virginia law, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will bearticles of incorporation and bylaws of FCC, and (iv) this Agreement has been duly executed and delivered by Spinco andFCC, and assuming the due authorization and valid authorization, execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and theretoParty hereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute constitutes the valid and binding agreements obligation of SpincoFCC, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to injunctive relief or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)other equitable remedies. (iib) The execution and delivery by Spinco FCC of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not conflict with or result in a Violation any violation of or default under (with or without notice or lapse of time, or both) under: or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (Aany such event, a "Conflict") (i) any provision of the Certificate articles of Incorporation incorporation or By-laws or similar organizational documents bylaws of Spinco or any Spinco Significant Subsidiary or FCC, (Bii) except as, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on SpincoFCC, subject to obtaining any mortgage, indenture, lease, contract, covenant or making the Spinco Necessary Consentsother agreement, instrument or commitment, permit, concession, franchise or license (1individually a "Contract") any Contract to which Spinco FCC or any of its Subsidiaries is a party or by which any of them subsidiaries or any of their respective properties or assets (including intangible assets), is bound subject, or (2iii) except as would not reasonably be expected to have a Material Adverse Effect on FCC, any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco FCC or any Subsidiary of Spinco its subsidiaries or any of their respective properties or assetsassets (tangible and intangible). (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.

Authority; No Conflicts. (i) Spinco The Company has all requisite corporate power and corporate authority to enter into execute and deliver this Agreement, the Voting Agreements and a ▇▇▇▇ of sale, duly executed on behalf of the Company, in the form attached hereto as Exhibit C, and short form assignments of trademarks, domain names and copyrights in the form attached hereto as Exhibit C-l (Exhibits C and C-l collectively, the “Asset Purchase Documents”) and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time and, subject to the adoption of this Agreement and approval of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and Asset Purchase by the requisite vote of the holders of the Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement perform its obligations hereunder and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincothereunder. The execution and delivery of this Agreement, the Asset Purchase Documents, the Voting Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby each instrument required hereby to be a party executed and delivered by Spinco the Company prior to or at the Effective Date, the performance of its obligations hereunder and thereunder and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spincothe Company, subject in the case of the consummation of the Merger and the Asset Purchase to any required adoption of this Agreement by the holders of the Company Common Stock. No Subject to the adoption of this Agreement and the approval of Spinco’s stockholders after the Distribution Date will be required to effect Asset Purchase by the transactions contemplated by requisite vote of the holders of the Company Common Stock, this Agreement. This Agreement has and the Voting Agreement have been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Asset Purchase Documents, when executed and delivered in accordance herewith, will be, duly executed and delivered by Spinco the Company and, assuming the due authorization and valid authorization, execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party such agreements by the other parties hereto and thereto, as applicable constitute (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)or, constitute or in the case of the Asset Purchase Documents, will constitute constitute) valid and binding agreements of Spincothe Company, enforceable against Spinco it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of each of this Agreement Agreement, the Asset Purchase Documents and each of the Voting Agreements does not or will not, as the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will notcase may be, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under: , or give rise to a material penalty or right of termination, amendment, cancellation or acceleration of any material obligation or the loss of a material benefit under, or the creation of a Lien on any material assets pursuant to (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”): (A) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco the Company or any Spinco Significant Subsidiary of its Subsidiaries or (B) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 2.1(c)(iii) below, (x) any Company Material Contracts or other material obligation, instrument, permit, concession, franchise, license, or (y) except as, individually or in the aggregate, for such Violations as would not reasonably be expected to have a Material Adverse Effect on Spincothe Company, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation regulation, in each case described in (x) or (y) above applicable to Spinco or any Subsidiary of Spinco the Company, its Subsidiaries or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco the Company or any Subsidiary of Spinco its Subsidiaries in connection with the execution and delivery by Spinco of this Agreement and Agreement, the Transaction Asset Purchase Documents or the Voting Agreements with respect to which Spinco is contemplated thereby to be a party by the Company or the consummation by Spinco the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (DB) the Securities Act of 1933 as amended (the “Securities Act”), (EC) the Exchange Act, (FD) the DGCL with respect to the filing and recordation of the Certificate of Merger with the Delaware Secretaryor other documents, (GE) the rules and regulations of the NYSE, NASDAQ National Market (H“NASDAQ”) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (JF) such those consents, approvals, orders, authorizations, registrations, declarations and or filings the failure of which to obtain or make or obtain, individually or in the aggregate, as would not reasonably be expected to have (x) result in a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under material loss or liability to the Company or its Subsidiaries or (y) interfere in relation to any a material manner with the business or operations of the foregoing clauses (A) through (I) Company and its Subsidiaries or set forth in Section 5.3(c)(iv) the ownership of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”their property or assets.

Authority; No Conflicts. (ia) Spinco The Seller is an individual with full legal capacity and possesses the capacity to ▇▇▇ or to be sued in her own name, and has all the power to own her property and assets. (b) The Seller has the requisite corporate power and authority legal capacity to enter into into, deliver and perform this Agreement and perform the Transaction Agreements with respect to which Spinco is contemplated thereby respective Deeds of Sale and Deeds of Assignment. All acts and other proceedings required to be a party taken by the Seller to authorize the execution, delivery and to consummate performance of this Agreement, the Deeds of Sale and the Deeds of Assignment and the consummation of the transactions contemplated hereby and thereby, subject have been or will have been at or prior to further action the First Payment Date duly and properly taken. (c) This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ the Seller and the Deeds of Sale and the Deeds of Assignment will be, as of the sole stockholder First Payment Date, duly executed and delivered by the Seller. This Agreement constitutes valid and binding obligations of Spinco the Seller and the deeds of sale of share and deeds of assignment of advances will constitute, as of the First Payment Date, valid and binding obligations of the Seller, enforceable against it in accordance with their respective terms. (d) No Third Party Consents are required. (e) All Governmental Authorizations that the Seller is required to adopt obtain have been obtained, and all notices (other than the PCC Notice and the relevant disclosures to the SEC and PSE) that the Seller is required to give to any Person in connection with the execution, delivery and performance of this Agreement and approve have been given. (f) Neither the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and nor the consummation by Spinco or performance of any of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of under this Agreement will directly or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation indirectly (with or without notice or lapse of time, or both) under: (Ai) breach any provision of the Certificate Governing Documents of Incorporation HB Holdco or By-laws or similar organizational documents of Spinco the HB Holdco Subsidiary, as applicable, or any Spinco Significant resolution adopted by the shareholders or board of directors of HB Holdco and the HB Holdco Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consentsas applicable, (1ii) breach any Contract to which Spinco the Seller, HB Holdco or any of its Subsidiaries a HB Holdco Subsidiary is a party or by to which it may be bound, (iii) violate or conflict with any of them Governmental Authorization or Law to which the Seller, HB Holdco or the HB Holdco Subsidiary or any of their respective properties the assets owned, used or assets is bound or (2) any permitheld for use by the Seller, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger HB Holdco and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this AgreementHB Holdco Subsidiary may be subject, the Merger and the Separation Agreement. (iv) No consentbreach any Order to which the Seller, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity HB Holdco and HB Holdco Subsidiary or any other Person is required to of the assets owned, used or held for use by the Seller, HB Holdco or HB Holdco Subsidiary may be obtained subject, (v) result in the imposition or made by creation of any Encumbrance upon or with respect to Spinco any of the Telco Assets, (vi) violate or conflict with any Subsidiary Governmental Authorization or Law, or breach any Order, to which the Sale Shares may be subject or result in the imposition or creation of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements any Encumbrances upon or with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing Sale Shares, other than, in the cases of clauses (Aiii), (iv) through and (Iv) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”above.

Authority; No Conflicts. (ia) Spinco The Seller is a corporation duly organized and validly existing under the Laws of the place of its incorporation and has all requisite the corporate power and authority to carry on its business as it is now being conducted or presently proposed to be conducted. (b) The Seller has the requisite legal capacity to enter into into, deliver and perform this Agreement and perform the Transaction Agreements with respect to which Spinco is contemplated thereby respective Deeds of Sale and Deeds of Assignment. All acts and other proceedings required to be a party taken by the Seller to authorize the execution, delivery and to consummate performance of this Agreement, the Deeds of Sale and the Deeds of Assignment and the consummation of the transactions contemplated hereby and thereby, subject have been or will have been at or prior to further action the First Payment Date duly and properly taken. (c) This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ the Seller and the Deeds of Sale and the Deeds of Assignment will be, as of the sole stockholder First Payment Date, duly executed and delivered by the Seller. This Agreement constitutes valid and binding obligations of Spinco the Seller and the deeds of sale of share and deeds of assignment of advances will constitute, as of the First Payment Date, valid and binding obligations of the Seller, enforceable against it in accordance with their respective terms. (d) No Third Party Consents are required. (e) All Governmental Authorizations that the Seller is required to adopt obtain have been obtained, and all notices (other than the PCC Notice and the relevant disclosures to the SEC and the PSE) that the Seller is required to give to any Person in connection with the execution, delivery and performance of this Agreement and approve have been given. (f) Neither the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and nor the consummation by Spinco or performance of any of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of under this Agreement will directly or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation indirectly (with or without notice or lapse of time, or both) under: (Ai) breach any provision of the Certificate Governing Documents of Incorporation the Seller, VTI or By-laws or similar organizational documents of Spinco the VTI Subsidiaries, as applicable, or any Spinco Significant Subsidiary resolution adopted by the shareholders or (B) except asboard of directors of the Seller, individually or in VTI and the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary ConsentsVTI Subsidiaries as applicable, (1ii) breach any Contract to which Spinco the Seller, VTI or any of its Subsidiaries a VTI Subsidiary is a party or by to which it may be bound, (iii) violate or conflict with any of them Governmental Authorization or Law to which the Seller, VTI or the VTI Subsidiaries or any of their respective properties the assets owned, used or assets is bound or (2) any permitheld for use by the Seller, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger VTI and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this AgreementVTI Subsidiaries may be subject, the Merger and the Separation Agreement. (iv) No consentbreach any Order to which the Seller, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity VTI and VTI Subsidiaries or any other Person is required to of the assets owned, used or held for use by the Seller, VTI or the VTI Subsidiaries may be obtained subject, (v) result in the imposition or made by creation of any Encumbrance upon or with respect to Spinco any of the Telco Assets, (vi) violate or conflict with any Subsidiary Governmental Authorization or Law, or breach any Order, to which the Sale Shares may be subject or result in the imposition or creation of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements any Encumbrances upon or with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing Sale Shares, other than, in the cases of clauses (Aiii), (iv) through and (Iv) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”above.

Authority; No Conflicts. (i) Spinco Fortune has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco Fortune to establish the record date Record Date and payment date for the Spinco Dividend Distribution Date (each as defined in the Distribution Agreement) and provided that the effectiveness of the declaration of the Spinco Dividend Distribution by the Board of Directors of SpincoFortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The execution and delivery of this Agreement and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by Spinco Fortune and the consummation by Spinco Fortune of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Fortune, subject to the further action of Spinco’s stockholders after the Board of Directors of Fortune to establish the Record Date and the Distribution Date will be and provided that the effectiveness of the declaration of the Distribution by the Board of Directors of Fortune is subject to the satisfaction of the conditions set forth in the Distribution Agreement. The approval of Fortune's stockholders is not required to effect the transactions contemplated by this Agreement or any other Transaction Agreement. This Agreement has been, and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party will be, duly executed and delivered by Spinco Fortune and, assuming the due authorization and valid execution and delivery of this Agreement or and the applicable other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoFortune, enforceable against Spinco Fortune in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco Fortune of this Agreement does not, the execution and delivery by Spinco Fortune of the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party will not, and the consummation by Spinco Fortune of the Distribution, the Merger Distribution and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary Fortune or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO as of the date hereof or, to the Knowledge of Fortune, after giving effect to the Merger, or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements, subject to obtaining or making the Spinco Fortune Necessary ConsentsConsents (as defined in paragraph (iii) below), (1I) any Contract to which Spinco Fortune, ACCO or any of its their respective Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Fortune, ACCO or any Subsidiary of Spinco Fortune or ACCO or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco Fortune in connection with the execution and delivery by Spinco of this Agreement and the other Transaction Agreements with respect to which Spinco Fortune is contemplated thereby to be a party by Fortune or the consummation by Spinco Fortune of the Merger Distribution and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementHSR Act, (B) the HSR Actstate securities or "blue sky" laws, (C) state securities or “blue sky” laws, (D) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of the NYSE, (HG) antitrust or other competition laws of other jurisdictions, (IH) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune (which is subject to the satisfaction of the conditions set forth in the Separation Distribution Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment ) and (JI) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO or to have a material adverse effect on the ability of Fortune to consummate the Distribution and the other transactions contemplated by the other Transaction Agreements. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco "Fortune Necessary Consents”". (iv) The Board of Directors of Fortune, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement and the Distribution Agreement are advisable and in the best interests of Fortune and its stockholders and (B) approved this Agreement and the Distribution Agreement.

Authority; No Conflicts. (i) Spinco Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. Seller has all requisite corporate power and authority to own, lease and operate the Business’ properties and to carry on the Business as it is now being conducted. Seller also has all requisite corporate power and authority to enter into this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be a party executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement delivery and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery performance of this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreementand properly taken. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco andSeller, assuming and the due authorization Ancillary Agreements shall be duly and valid execution validly executed and delivery of this delivered by Seller. This Agreement and the Ancillary Agreements constitute, or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto will, when duly executed and theretodelivered, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligations of SpincoSeller, enforceable against Spinco Seller in accordance with their respective terms, except as to the extent that such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws now or hereafter in effect relating to or affecting creditors generally or by creditors’ rights generally, and general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity law or at law)equity) and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (ii) The execution and delivery by Spinco of this Agreement does notExcept as set forth on Schedule 4(a)(ii), the execution and delivery by Spinco Seller of this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party will do not, and the consummation by Spinco Seller of the Distribution, the Merger and the other transactions contemplated hereby and thereby and compliance by Seller with the terms hereof and thereof will not not, conflict with, or result in a Violation (with any violation of or without notice or lapse of timedefault under, or both) give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under: , or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Assets under, or require any filing, consent, authorization, permit or approval under (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or Seller, (B) except as, individually any Contract or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1C) any Contract to which Spinco judgment, order or decree or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Business or the consummation by Spinco of the Merger and the Assets, other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, than (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Dateany such conflicts, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement)violations, further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇defaults, as the sole stockholder of Spincorights or liens, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consentsclaims, approvalsencumbrances, orderssecurity interests, authorizationsoptions, registrations, declarations and filings the failure of which to make charges or obtainrestrictions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consentsresult in damages, approvalsfines or penalties in excess of $1,000,000, orders(II) any such consents, authorizations, registrations, declarations and filings authorizations or approvals required under the HSR Act or in relation to any of the foregoing clauses (A) through (Ilisted or described on Schedule 3(a)(iii) or set forth that may be required solely by reason of Buyer’s participation in Section 5.3(c)(ivthe transactions contemplated hereby, or (III) of the Spinco Disclosure matters disclosed on Schedule are hereinafter referred to as the “Spinco Necessary Consents”4(e).

Authority; No Conflicts. (i) Spinco ACCO has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by Spinco ACCO and the consummation by Spinco ACCO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of SpincoACCO. The majority stockholder of ACCO has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby, such approval being the only approval of stockholders of ACCO necessary to adopt this Agreement. No approval of SpincoACCO’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party will be, duly executed and delivered by Spinco ACCO and, assuming the due authorization and valid execution and delivery of this Agreement or and the applicable other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoACCO, enforceable against Spinco ACCO in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquisition Sub and the consummation by Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquisition Sub. ACCO, as the sole stockholder of Acquisition Sub, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquisition Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Acquisition Sub, enforceable against Acquisition Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Spinco ACCO of this Agreement does not, the execution and delivery by Spinco ACCO of the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party will not, and the consummation by Spinco ACCO of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco or ACCO, any Spinco ACCO Significant Subsidiary or Acquisition Sub or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO as of the date hereof or, to the Knowledge of ACCO, after giving effect to the Merger, subject to obtaining or making the Spinco ACCO Necessary ConsentsConsents (as defined in paragraph (vi) below), (1I) any Contract to which Spinco ACCO or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco ACCO or any Subsidiary of Spinco ACCO or their respective properties or assets. (iiiiv) The Board of Directors of SpincoACCO, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, Agreement and the Merger and the Separation Agreement are advisable and in the best interests of Spinco ACCO and its stockholder stockholders and (B) approved this Agreement, the Merger and the Separation Distribution Agreement. (ivv) The execution, delivery and performance by Acquisition Sub of this Agreement and the consummation by Acquisition Sub of the transactions contemplated hereby will not contravene or conflict with Acquisition Sub’s certificate of incorporation or Acquisition Sub’s by-laws. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco ACCO or any Subsidiary of Spinco ACCO in connection with the execution and delivery by Spinco of this Agreement and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by ACCO or the consummation by Spinco ACCO of the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (CB) state securities or “blue sky” laws, (DC) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of the NYSE, (HG) antitrust or other competition laws of other jurisdictions, (IH) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune (which is subject to the satisfaction of the conditions set forth in the Separation Distribution Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment ) and (JI) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv5.3(c)(vi) of the Spinco ACCO Disclosure Schedule are hereinafter referred to as the “Spinco ACCO Necessary Consents”.

Authority; No Conflicts. (ia) Spinco The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the Transaction Agreements with respect Agreement, to which Spinco is contemplated thereby to be a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as which it is a party that are contemplated by the Separation this Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and by the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco Company and the consummation by Spinco of the transactions transaction contemplated hereby and thereby by this Agreement by the Company have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Spinco. No the Company, subject, in the case of consummation of the Merger only, to the adoption of this Agreement and the approval of Spinco’s the Merger by the stockholders after of the Distribution Date will be required Company pursuant to effect the Required Stockholder Vote, and no other stockholder vote is necessary, to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated by this Agreementhereby or thereby. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco and, assuming the due authorization Company and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of Spincothe Company, enforceable against Spinco the Company in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles principles. The Board of Directors of the Company has unanimously (regardless of whether such enforceability i) determined that the Merger is considered advisable and fair to, and in a proceeding in equity or at law). the best interests of, the Company and the Company Stockholders, (ii) The execution and delivery by Spinco of has approved this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the DistributionAgreement, the Merger and the other transactions contemplated hereby by this Agreement and thereby has deemed this Agreement advisable and (iii) has determined to recommend adoption of this Agreement and the approval of the Merger by the Company Stockholders (collectively, the “Company Board Recommendation”). The Company Board Recommendation has not been rescinded, revoked or adversely modified. (b) The affirmative vote of the holders of a majority of the outstanding shares of Company Capital Stock and sixty-six and two thirds (66 2/3%) of the holders of Company Series A Preferred Stock as required by the Company’s Organizational Documents and the DGCL (the “Required Stockholder Vote”), is the only vote of the holders of any class or series of the Company securities necessary to approve the Merger, this Agreement, the Related Agreements and the transactions contemplated hereby. (c) Except as set forth in Section 4.4(c) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the consummation of the transactions contemplated herein by the Company will not not, (i) conflict with or violate any provision of the Company’s Organizational Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.4(d) have been obtained and all filings and notifications described in Section 4.4(d) have been made, conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a Violation change of control or default (or an event which with or without notice or lapse of timetime or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or both) under: (A) result in the creation of a lien or other encumbrance on any provision property or asset of the Certificate Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation, except in the case of Incorporation clause (iii) for any such consent, approval, breach, loss or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except asdefault which would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsEffect. (iiid) The Board execution and delivery of Directors of Spincothis Agreement by the Company does not, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation performance of this Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No transactions contemplated herein by the Company will not, require any consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and therebyPerson, except for those required (i) under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Actany applicable Blue Sky Law, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution DateExchanges, and the effectiveness filing and recordation of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock Merger as contemplated required by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment DGCL and (Jii) where failure to obtain such consents, approvals, ordersauthorizations or permits, authorizations, registrations, declarations and filings the failure of which or to make such filings or obtainnotifications to a Person other than a Governmental Entity, would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on Spinco. ConsentsEffect. (e) At the Closing, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any Parent shall own all of the foregoing clauses (A) through (I) issued and outstanding shares of capital stock or set forth in Section 5.3(c)(iv) membership interests of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Company, free and clear of any and all Encumbrances.

Authority; No Conflicts. (ia) Spinco Each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party executed and delivered by them as contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution, subject to further action delivery and performance of this Agreement, and the Ancillary Agreements executed and delivered by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Parent, Buyer, Merger Sub 1 and Merger Sub 2 if and as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by (1) the Board of Directors of each of Parent, Buyer, Merger Sub 1 and Merger Sub 2 and (2) Buyer, in its capacity as the sole stockholder of Spinco Merger Sub 1 and Merger Sub 2, and no other corporate or stockholder action on the part of Parent, Buyer, Merger Sub 1 or Merger Sub 2 or their respective stockholders is necessary to adopt authorize the execution, delivery and performance of this Agreement and approve the MergerAncillary Agreements by either Parent, further action Buyer, Merger Sub 1 or Merger Sub 2 and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to be executed and delivered by Parent, Buyer, Merger Sub 1 and Merger Sub 2 as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreements by the Board other parties hereto and thereto, shall have been duly executed and delivered by each of Directors Parent, Buyer, Merger Sub 1 and Merger Sub 2 and shall be valid and binding obligations of Spinco Parent, Buyer, Merger Sub 1 and ▇▇▇▇▇▇▇-▇▇▇▇▇▇Merger Sub 2, as the sole stockholder enforceable against each of Spincothem in accordance with their terms, to approve the amendment except to the Certificate extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of Incorporation of Spinco creditors’ rights generally and to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. general equitable principles. (b) The execution and delivery of this Agreement and of the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco andParent, assuming the due authorization Buyer, Merger Sub 1 and valid execution Merger Sub 2 if and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is as contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party hereby will not, and the consummation by Spinco Parent, Buyer, Merger Sub 1 and Merger Sub 2 of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation violation or breach of, conflict with, constitute (with or without due notice or lapse of time, time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of Parent under: (Ai) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco Parent, Buyer, Merger Sub 1 and/or Merger Sub 2; (ii) subject to obtaining and making any of the required approvals, consents, notices and filings, any Legal Requirement applicable to Parent, Buyer, Merger Sub 1 and/or Merger Sub 2 or by which any Spinco Significant Subsidiary of its respective properties or assets may be bound; (Biii) except asany of the terms, individually conditions or provisions of any Contract to which Parent, Buyer, Merger Sub 1 and/or Merger Sub 2 is a party or by which it is bound; except, in the aggregateall cases, as would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or prevent the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Merger.

Authority; No Conflicts. (ia) Spinco The Company has all requisite corporate power and authority to enter into (i) own, lease, license and use its properties and assets and carry on its business as now being conducted and as currently proposed to be conducted; (ii) execute and deliver this Agreement and any and all agreements referred to herein (the Transaction Agreements with respect “Ancillary Agreements”) to which Spinco the Company is contemplated thereby to be a party party; and to (iii) consummate the transactions contemplated hereby and thereby. (b) At a meeting duly called and held, subject to further action or by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Mergerwritten consent, further action by the Board of Directors of Spinco the Company has unanimously (i) adopted and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that approved this Agreement, the Merger Ancillary Agreements to which the Company is a party and the Separation Agreement Merger, (ii) determined that the transactions contemplated herein and therein are advisable and in the best interests of Spinco the Company and its stockholder the Company Stockholders and on terms that are fair to such Company Stockholders and (Biii) approved resolved to recommend that the Company Stockholders adopt this Agreement, Agreement and approve the Merger Ancillary Agreements to which the Company is a party and the Separation Agreement. (iv) No consentMerger, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any and no other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary corporate actions on the part of Spinco the Board of Directors of the Company are necessary in connection with the authorization, execution and delivery by Spinco the Company of this Agreement and the Transaction Ancillary Agreements with respect to which Spinco the Company is contemplated thereby to be a party or and the consummation performance by Spinco the Company of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing . A true and complete copy of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action resolutions of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ evidencing the aforementioned actions has been provided to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date Parent and the Distribution Date, and the effectiveness none of the declaration of the Distribution aforesaid actions by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ the Company has been, and at the Closing will not have been, amended, revoked, rescinded or modified. (which is subject to c) The Common Stockholder Consents and the satisfaction Preferred Stockholder Consents constitute all of the conditions set forth in the Separation Agreement)votes, further action consents and approvals required of the Board of Directors of Spinco Company Stockholders for the authorization, execution and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated delivery by the Separation Company of this Agreement and the filing with Ancillary Agreements to which the Company is a party and acceptance the performance by the Secretary of State Company of the State Merger and the other transactions contemplated hereby and thereby. (d) This Agreement and the Ancillary Agreements to which the Company is a party to be executed and delivered by the Company as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of Delaware this Agreement and each other Ancillary Agreement to which the Company is a party by the other parties hereto and thereto, shall have been duly executed and delivered by the Company and shall be valid and binding obligations of such amendment the Company, enforceable against the Company in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. (Je) such consentsSubject to the receipt by the Company of the Common Stockholder Consent and the Preferred Stockholder Consent, approvalsthe execution and delivery of this Agreement by the Company does not, ordersthe execution and delivery by the Company of the Ancillary Agreements (to which the Company is a party) to be executed and delivered by the parties thereto as contemplated hereby will not, authorizationsand the consummation by the Company of the transactions contemplated hereby and thereby will not result in a violation or breach of, registrationsconflict with, declarations and filings the failure constitute (with or without due notice or lapse of which time or both) a default (or give rise to make any right of termination, cancellation, payment or obtainacceleration) under, individually or result in the aggregate, would not reasonably be expected to have a Material Adverse Effect creation of any Lien on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) properties or set forth in Section 5.3(c)(iv) assets of the Spinco Disclosure Schedule are hereinafter Company or any of its Subsidiaries under: (i) any provision of the Organizational Documents of the Company or any of its Subsidiaries; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to as in Sections 6.1(c) and (d), any Law or Order applicable to the “Spinco Necessary Consents”Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; or (iii) any of the terms, conditions or provisions of any contract to which the Company or any of its Subsidiaries is a party.

Authority; No Conflicts. (i) Spinco ACCO has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by Spinco ACCO and the consummation by Spinco ACCO of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of SpincoACCO. The majority stockholder of ACCO has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby, such approval being the only approval of stockholders of ACCO necessary to adopt this Agreement. No approval of Spinco’s ACCO's stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party will be, duly executed and delivered by Spinco ACCO and, assuming the due authorization and valid execution and delivery of this Agreement or and the applicable other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoACCO, enforceable against Spinco ACCO in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquisition Sub and the consummation by Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquisition Sub. ACCO, as the sole stockholder of Acquisition Sub, has duly approved and adopted this Agreement and the Merger and has duly approved the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquisition Sub and, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of Acquisition Sub, enforceable against Acquisition Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The execution and delivery by Spinco ACCO of this Agreement does not, the execution and delivery by Spinco ACCO of the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party will not, and the consummation by Spinco ACCO of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco or ACCO, any Spinco ACCO Significant Subsidiary or Acquisition Sub or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO as of the date hereof or, to the Knowledge of ACCO, after giving effect to the Merger, subject to obtaining or making the Spinco ACCO Necessary ConsentsConsents (as defined in paragraph (vi) below), (1I) any Contract to which Spinco ACCO or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco ACCO or any Subsidiary of Spinco ACCO or their respective properties or assets. (iiiiv) The Board of Directors of SpincoACCO, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, Agreement and the Merger and the Separation Agreement are advisable and in the best interests of Spinco ACCO and its stockholder stockholders and (B) approved this Agreement, the Merger and the Separation Distribution Agreement. (ivv) The execution, delivery and performance by Acquisition Sub of this Agreement and the consummation by Acquisition Sub of the transactions contemplated hereby will not contravene or conflict with Acquisition Sub's certificate of incorporation or Acquisition Sub's by-laws. (vi) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco ACCO or any Subsidiary of Spinco ACCO in connection with the execution and delivery by Spinco of this Agreement and the other Transaction Agreements with respect to which Spinco ACCO is contemplated thereby to be a party by ACCO or the consummation by Spinco ACCO of the Distribution and the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementHSR Act, (B) the HSR Actstate securities or "blue sky" laws, (C) state securities or “blue sky” laws, (D) the Securities Act, (ED) the Exchange Act, (FE) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GF) the rules and regulations of the NYSE, (HG) antitrust or other competition laws of other jurisdictions, (IH) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Fortune (which is subject to the satisfaction of the conditions set forth in the Separation Distribution Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment ) and (JI) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoACCO. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv5.3(c)(vi) of the Spinco ACCO Disclosure Schedule are hereinafter referred to as the “Spinco "ACCO Necessary Consents”".

Authority; No Conflicts. (ia) Spinco has all requisite corporate power The execution, delivery and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery performance of this Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco the Seller and the consummation by Spinco of the transactions contemplated hereby and thereby each Acquired Company have been duly authorized by all necessary corporate action on the part of Spinco. No approval the Seller and each Acquired Company's Board of Spinco’s Directors and stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has beenand do not conflict with, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with default, right to accelerate or without notice or lapse loss of timerights under, or both) under: (A) result in the creation of any Lien pursuant to, any provision of the Certificate articles of Incorporation incorporation or By-laws or similar organizational documents bylaws of Spinco the Seller or any Spinco Significant Subsidiary Acquired Company, or (B) any agreement, law, rule or regulation or any order, judgment or decree to which the Seller or any Acquired Company is a party or by which the Seller or any Acquired Company or its properties are bound or affected except aswhere any such conflict, individually default, loss of rights or in the aggregate, would creation of a Lien could not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is Acquired Companies taken as a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and whole. Except as set forth in the best interests of Spinco and its stockholder and (B) approved this AgreementDisclosure Schedule, the Merger and the Separation Agreement. (iv) No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person action is required to be obtained or made taken by or with respect to Spinco the Seller or any Subsidiary of Spinco Acquired Company in connection with the execution execution, delivery and delivery performance by Spinco the Seller and each Acquired Company of this Agreement or the Ancillary Agreements. (b) Each of the Seller and the Acquired Companies has full power and authority to enter into this Agreement and the Transaction Ancillary Agreements with respect and to which Spinco is contemplated thereby to be a party or carry out the consummation by Spinco of the Merger and the other transactions contemplated hereby hereby. This Agreement has been duly executed and thereby, except for those required under or in relation to (A) the adoption delivered by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules Seller and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date each Acquired Company and the Distribution Dateconstitutes, and the effectiveness Ancillary Agreements when executed and delivered will constitute, valid and binding obligations of the declaration Seller and each Acquired Company enforceable in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, reorganization, moratorium or similar laws of general applicability affecting the Distribution by the Board enforcement of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is creditors' rights and subject to general equitable principles which may limit the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, right to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”obtain equitable remedies.

Authority; No Conflicts. (i) Spinco The Company has all requisite corporate power and corporate authority to enter into this Agreement and and, if required, subject to the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and adoption of this Agreement by the requisite vote of the holders of Company Common Stock, to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Spinco. No approval the Company, if required, subject in the case of Spinco’s stockholders after the Distribution Date will be required consummation of the Merger to effect the adoption of this Agreement by the requisite vote of the holders of Company Common Stock, and no other corporate proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco the Company and, assuming the due authorization and valid execution and delivery of this Agreement or by Parent and the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be Purchaser, constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of Spincothe Company, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). . The Board of Directors of the Company has, at a meeting duly called and held, (iiA) The execution approved this Agreement, the Offer and delivery by Spinco of the Merger and the transactions contemplated hereby, (B) declared that the Offer, this Agreement does notand the Merger are advisable, fair to and in the best interests of the Company and its stockholders, and (C) made the Company Tender Recommendation. Such actions are sufficient to render inapplicable to this Agreement, the execution Offer and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby the restrictions on business combinations set forth in Section 203 of the DGCL. No other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement, the Offer, the Merger or any other transaction contemplated hereby. (ii) Except as disclosed in Section 3.1(c) of the Company Disclosure Schedule, the execution, delivery and thereby performance of this Agreement do not or will not not, as the case may be, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the creation of a Lien on any assets (any such conflict, violation, default, right of termination, cancellation or acceleration, or creation, a "Violation"), pursuant to: (A) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco the Company or any Spinco Significant Subsidiary of its Subsidiaries or (B) except asas is not reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spincothe Company or prevent the consummation of the transactions contemplated hereby and, subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1iii) below, the terms, provisions or conditions of any Contract to which Spinco loan or credit agreement, note, mortgage, bond, indenture, lease, compensation or benefit plan (or any of its Subsidiaries is a party grant or by which any of them award made pursuant thereto) or any of their respective properties or assets is bound or (2) any other agreement, obligation, instrument, contract, permit, concession, franchise, license, judgment, order, writ, injunction, award, decree, statute, law, ordinance, rule or regulation applicable to Spinco the Company, the Company's Subsidiaries or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, registration, permit, approval, order or authorization of, or registration, declaration declaration, notice, report, or other filing with, any Governmental Entity supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other Person governmental or quasi-governmental authority (a "Governmental Entity"), is required to be obtained or made by or with respect to Spinco the Company or any Subsidiary of Spinco its Subsidiaries in connection with the execution and delivery by Spinco of this Agreement and by the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Company or the consummation by Spinco the Company of the Merger and the other transactions contemplated hereby and therebyhereby, except for (x) those required under or in relation to (A) the adoption by Exchange Act or the sole stockholder Securities Act of Spinco of this Agreement1933, as amended (the "Securities Act"), (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware SecretaryMerger, (GC) the rules and regulations of the NYSENasdaq National Market ("NNM"), (HD) antitrust or other competition laws of other any applicable jurisdictions, (I) further action including, without limitation, the requirements of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution DateHSR Act, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, E) such as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment may be required under any applicable state securities or blue sky laws and (Jy) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtainobtain is not reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consentsthe Company or prevent the consummation of the transactions contemplated hereby. (iv) The Board of Directors of the Company, approvalsor an appropriate committee thereof, orders, authorizations, registrations, declarations has taken (or will take prior to the Merger) all action necessary so that the exemption from Section 16 under the Exchange Act which is contemplated by Section 16b-3(e) is applicable to the disposition of the Company Common Stock and filings required under Company Options in or in relation to any connection with the Merger as contemplated by this Agreement by all persons who are directors and/or officers of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Company.

Authority; No Conflicts. (ia) Spinco The Company has all requisite corporate necessary organizational power and authority to enter into execute and deliver this Agreement, each Ancillary Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party executed and delivered by the Company at Closing and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement delivery and approve the Merger, further action performance by the Board Company of Directors of Spinco this Agreement, each Ancillary Agreement to be executed and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated delivered by the Separation AgreementCompany at Closing, further action of each instrument required hereby to be executed and delivered by the Board of Directors of Spinco to establish Company at the record date and payment date for the Spinco Dividend Closing and the effectiveness performance of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution its obligations hereunder and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco thereunder and the consummation by Spinco the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action organizational action, and no other actions on the part of Spinco. No approval the Company are necessary to authorize this Agreement, each Ancillary Agreement to be executed and delivered by the Company at Closing or any instrument required hereby to be executed and delivered by the Company at the Closing or the performance of Spinco’s stockholders after its obligations hereunder and thereunder or the Distribution Date will be required to effect consummation of the transactions contemplated by this Agreement. hereby and thereby. (b) This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby each Ancillary Agreement to be a party executed, performed and delivered by the Company at Closing and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly authorized and approved by all necessary action of the Company or its managers and officers and executed and delivered by Spinco the Company and, assuming the due authorization and valid authorization, execution and delivery of this Agreement by each other party or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and or thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute constitutes or will constitute constitute, as applicable, a legal, valid and binding agreements obligation of Spincothe Company, enforceable against Spinco the Company in accordance with their respective its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws other laws relating to or affecting creditors creditors’ rights generally or by and general equity equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iic) The execution Except as set forth on Section 3.4(c) of the Disclosure Schedule, the execution, performance and delivery by Spinco of this Agreement does notby the Company, each Ancillary Agreement to be executed, performed and delivered by the Company at Closing and each instrument required hereby to be executed, performed and delivered by the Company at the Closing, the execution and delivery compliance by Spinco the Company with the provisions of the Transaction Agreements with respect to which Spinco is contemplated thereby this Agreement, each Ancillary Agreement to be a party will notexecuted, performed and delivered by the Company at Closing and each instrument required hereby to be executed, performed and delivered by the Company at the Closing and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby or thereby, will not (i) conflict with or violate the Company Organizational Documents, (ii) conflict with, result in a Violation breach of, constitute (with or without due notice or lapse of time, time or both) a default under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or result in the aggregateacceleration of, would not reasonably be expected create in any party the right to have a Material Adverse Effect on Spincoaccelerate, subject to obtaining terminate, modify or making cancel, or require any notice to, or result in the Spinco Necessary Consents, (1) loss of any Contract benefit to which Spinco the Company is entitled under, any Contract, Permit, Lien or any of its Subsidiaries other material interest to which the Company is a party or by which the Company is bound or to which its assets are subject, (iii) result in the creation or imposition of any Lien upon any assets of them the Company or any Units, Phantom Units or Warrants, or (iv) violate any Legal Requirement applicable to the Company or any Seller or any of their respective properties or assets is bound or assets, except in each case in respect of items in clauses (2i) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. through (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation AgreementSection 3.4(c), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation be material to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Company.

Authority; No Conflicts. (ia) Spinco Parent is duly organized and validly existing under the laws of the State of Israel. Parent has all requisite full corporate power and authority to enter into execute, deliver and perform this Agreement and the Transaction Agreements with respect each Seller Ancillary Agreement to which Spinco it is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincoparty. The execution execution, delivery and delivery performance of this Agreement and the Transaction Agreements with respect each Seller Ancillary Agreement to which Spinco it is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby Parent have been duly authorized and approved by all necessary corporate action on the part Parent and do not require any further authorization or consent of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this AgreementParent. This Agreement has beenbeen duly authorized, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco andParent and is the legal, assuming the due authorization valid and valid binding obligation of Parent enforceable in accordance with its terms, and each Seller Ancillary Agreement to which it is a party has been duly authorized by Parent and upon execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to by Parent will be a party by the other parties hereto and theretolegal, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligation of Spinco, Parent enforceable against Spinco in accordance with their respective its terms, except except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws of general application relating to or affecting creditors the availability of specific performance, injunctive relief or other equitable remedies or creditors’ rights generally or and except for the limitations imposed by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The Company has full corporate power and authority to execute, deliver and perform this Agreement and each Seller Ancillary Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Seller Ancillary Agreement to which it is a party by the Company have been duly authorized and approved by the Company’s board of directors and by Parent as its sole shareholder and do not require any further authorization or consent of the Company or its shareholder. This Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, and each Seller Ancillary Agreement to which it is a party has been duly authorized by the Company and upon execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to Company will be a party will notlegal, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) under: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.valid

Authority; No Conflicts. (ia) Spinco Parent has all requisite corporate power and corporate authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincohereby. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this AgreementParent. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco and, assuming the due authorization Parent and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoParent, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar Applicable Laws laws relating to or affecting creditors generally generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery by Spinco of this Agreement does not or will not, as the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will notcase may be, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, result in a any Violation (with or without notice or lapse of time, or both) underof: (Ai) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary Parent, or (Bii) except as, individually or in the aggregate, would as could not reasonably be expected to have a Material Adverse Effect on Spinco, Parent and subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1c) below, any Contract to which Spinco material loan or any of its Subsidiaries is a party credit agreement, note, mortgage, bond, indenture, lease, benefit plan or by which any of them or any of their respective properties or assets is bound or (2) any other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Parent, or any Subsidiary of Spinco or their respective its properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (ivc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco Parent in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Parent or the consummation by Spinco Parent of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (Ai) the adoption by applicable private placement filing under the sole stockholder of Spinco of this Agreement, federal securities laws; (Bii) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate Certificates of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (iii) such amendment filings with and approvals of NASDAQ to permit the shares of Parent Common Stock that are to be issued in the Mergers to be listed on NASDAQ; (iv) filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; and (Jv) such consents, approvals, orders, authorizations, registrations, declarations and filings orders or authorizations the failure of which to make be made or obtain, obtained individually or in the aggregate, would aggregate could not reasonably be expected to have a Material Adverse Effect on Spincothe Company. (d) Merger Subs have all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. ConsentsThe execution, approvals, orders, authorizations, registrations, declarations delivery and filings required under or in relation to any performance by Merger Subs of this Agreement and the consummation by Merger Subs of the foregoing clauses transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Subs. This Agreement has been duly executed and delivered by Merger Subs and constitutes a valid and binding agreement of Merger Subs, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles (A) through (I) regardless of whether such enforceability is considered in a proceeding in equity or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”at law).

Authority; No Conflicts. (i) Spinco GBC has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby hereby, subject, in the case of the consummation of the Merger, to the approval and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder adoption of Spinco to adopt this Agreement and approve the Merger, further action Merger by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Required GBC Vote (as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincodefined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by Spinco GBC and the consummation by Spinco GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No GBC, subject in the case of the consummation of the Merger, to the approval and adoption of Spinco’s stockholders after this Agreement and the Distribution Date will be required to effect Merger by the transactions contemplated by this AgreementRequired GBC Vote. This Agreement has and the Employee Matters Agreement have been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement will be, duly executed and delivered by Spinco GBC and, assuming the due authorization and valid execution and delivery of this Agreement or by each of Fortune, ACCO and Acquisition Sub, the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party due authorization and valid execution and delivery by Fortune and ACCO of the other parties hereto Employee Matters Agreement and theretothe due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoGBC, enforceable against Spinco GBC in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement and the Employee Matters Agreement by GBC does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by GBC will not, and the consummation by Spinco GBC of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco GBC or any Spinco Significant Subsidiary of GBC or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoGBC or, to the Knowledge of GBC, ACCO after giving effect to the Merger, subject to obtaining or making the Spinco GBC Necessary ConsentsConsents (as defined in paragraph (iii) below), (1I) any Contract loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other contract, agreement or obligation (a "Contract") to which Spinco GBC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco GBC or any Subsidiary of Spinco GBC or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity Entity") or any other Person is required to be obtained or made by or with respect to Spinco GBC or any Subsidiary of Spinco GBC in connection with the execution and delivery by Spinco of this Agreement, the Employee Matters Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by GBC or the consummation by Spinco GBC of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementRequired GBC Vote, (B) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (C) state securities or “"blue sky” " laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSEThe Nasdaq Stock Market, Inc., (H) antitrust or other competition laws of other jurisdictions, jurisdictions and (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoGBC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv5.1(c)(iii) of the Spinco GBC Disclosure Schedule are hereinafter referred to as the “Spinco "GBC Necessary Consents”".

Authority; No Conflicts. (i) Spinco Adaptive has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as subject, in the sole stockholder case of Spinco to adopt this Agreement and approve the consummation of the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoAdaptive Stockholder Approval. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Adaptive and no other corporate proceedings on the part of Adaptive are necessary to authorize the execution and delivery of the Agreement or to consummate the Merger and the other transactions contemplated hereby, subject in the case of the consummation of the Merger, to the Adaptive Stockholder Approval. This Agreement has been duly executed and delivered by Adaptive and constitutes a valid and binding agreement of Adaptive, enforceable against Adaptive in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Adaptive has all requisite corporate power and authority to enter into the Stock Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of the Stock Option Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval Adaptive and no other corporate proceedings on the part of Spinco’s stockholders after Adaptive are necessary to authorize the Distribution Date will be required execution and delivery of the Stock Option Agreements or to effect consummate the transactions contemplated by this Agreementthereby. This Agreement has been, and the Transaction The Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party will be, have been duly executed and delivered by Spinco and, assuming the due authorization Adaptive and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be each constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoAdaptive, enforceable against Spinco it in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement by Adaptive does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco Adaptive of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws or similar organizational documents document of Spinco Adaptive or any Spinco Significant Subsidiary of Adaptive or (B) except as, as (1) individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoAdaptive or (2) would not prevent or materially delay the consummation of the Merger, subject to obtaining or making the Spinco Necessary Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (1iii) below and except with respect to employee stock options and other awards, any Contract to which Spinco loan or any of its Subsidiaries is a party credit agreement, note, mortgage, bond, indenture, lease, benefit plan or by which any of them or any of their respective properties or assets is bound or (2) any other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco Adaptive or any Subsidiary of Spinco Adaptive or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco Adaptive or any Subsidiary of Spinco Adaptive in connection with the execution and delivery by Spinco of this Agreement and or the Transaction Stock Option Agreements with respect to which Spinco is contemplated thereby to be a party by Adaptive or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules Necessary Consents and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”Adaptive.

Authority; No Conflicts. (ia) Spinco The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Transaction Agreements with respect other agreements referred to which Spinco is contemplated thereby in this Agreement, to be a party perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebythereby (collectively, subject to further action and including the execution, delivery and performance by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action certain stockholders of the Board of Directors of Spinco to establish Company Voting Agreements, the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco“Contemplated Transactions”). The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Spinco. No the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the approval and adoption of Spinco’s stockholders after this Agreement by the Distribution Date will be required to effect holders of a majority of the transactions then outstanding shares of Company Common Stock (the “Required Company Stockholder Vote”) as contemplated by Section 6.1(a) of this Agreement and the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has unanimously approved this Agreement, declared it to be advisable and resolved to recommend to the stockholders of the Company that they vote in favor of the Adoption of this Agreement in accordance with the DGCL. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco the Company and, assuming the due authorization and valid authorization, execution and delivery of this Agreement or by Parent and Merger Sub, constitutes the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligation of Spinco, the Company enforceable against Spinco the Company in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium bankruptcy and other similar Applicable Laws relating to or laws affecting the rights and remedies of creditors generally or by and general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) The execution and delivery by Spinco Except as set forth in Section 2.3(b) of this Agreement does notthe Company Disclosure Schedule, neither the execution and delivery by Spinco of this Agreement nor the consummation of any of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will notContemplated Transactions do or will, and the consummation by Spinco of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation directly or indirectly (with or without notice or lapse of timetime or both), (i) contravene, conflict with, or both) under: result in a violation of (A) any provision of the Certificate Organizational Documents of Incorporation or By-laws or similar organizational documents any of Spinco or any Spinco Significant Subsidiary the Acquired Corporations, or (B) except asany resolution adopted by the board of directors or the stockholders of any of the Acquired Corporations; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is or may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Acquired Corporations, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Corporations; (iv) cause any of the Acquired Corporations to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by any of the Acquired Corporations to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Acquired Corporation Contract; (vii) require a Consent from any Person; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any of the Acquired Corporations, except, in the case of clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and could not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making adversely affect the Spinco Necessary Consents, (1) Acquired Corporations in any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assetsmaterial respect. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (ivc) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Body, is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco the Acquired Corporations in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Agreement, or the consummation by Spinco of the Merger and the other transactions contemplated hereby and therebyContemplated Transactions, except (i) for those required under or in relation to (A) the adoption filing of a Certificate of Merger as required by the sole stockholder of Spinco of this AgreementDGCL as provided in Section 1.2, (B) the HSR Actfiling of the Proxy Statement, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvalsConsents, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country, (D) the filing of a Form S-4 Registration Statement with the SEC in accordance with the Securities Act; (E) the filing of a Current Report on Form 8-K with the SEC, and (F) filings pursuant to Rule 165 and Rule 425 of the Securities Act; and (ii) where failure of which to receive such order, or make such registration, declaration, filings or obtain, individually or in the aggregatenotifications, would not prevent or delay consummation of the Contemplated Transactions in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and could not reasonably be expected to have a Material Adverse Effect on Spinco. Consentsto, approvals, orders, authorizations, registrations, declarations and filings required under or adversely affect the Acquired Corporations in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”material respect.

Authority; No Conflicts. (i) Spinco CCA has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and therebyhereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as subject, in the sole stockholder case of Spinco to adopt this Agreement and approve the consummation of the Merger, further action to the approval of the issuance of CCA Common Stock in the Merger pursuant to this Agreement by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of SpincoRequired CCA Vote. The execution and delivery of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco CCA and the consummation by Spinco CCA of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No CCA, subject, in the case of the consummation of the Merger, to the approval of Spinco’s stockholders after the Distribution Date will be required issuance of CCA Common Stock in the Merger pursuant to effect this Agreement by the transactions contemplated by this AgreementRequired CCA Vote. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco CCA and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be by StorCOMM, constitutes a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements agreement of SpincoCCA, enforceable against Spinco CCA in accordance with their respective its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco CCA of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, and the consummation by Spinco CCA of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse of time, or both) underpursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents document of Spinco CCA or any Spinco Significant Subsidiary of CCA or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoCCA and its Subsidiaries or, to the Knowledge of CCA, on CCA and its Subsidiaries following the Merger, subject to obtaining or making the Spinco CCA Necessary Consents, (1) any Contract to which Spinco CCA or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound bound, or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco CCA or any Subsidiary of Spinco CCA or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco CCA or any Subsidiary of Spinco CCA in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by CCA or the consummation by Spinco CCA of the Merger and the other transactions contemplated hereby and therebyhereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (DB) the Securities Act, (EC) the Exchange Act, (FD) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (GE) the rules and regulations of the NYSEAmerican Stock Exchange, including with respect to authorization for inclusion of the shares of CCA Common Stock to be issued in the Merger and the transaction contemplated hereby on the American Stock Exchange, subject to official notice of issuance, (HF) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (JG) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoCCA and its Subsidiaries. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IF) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco CCA Necessary Consents”.

Authority; No Conflicts. (i) Spinco Prince Holding Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Prince Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Michigan. PHC has all requisite corporate power and authority to enter into this Agreement and the Transaction such Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be a party executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by PHC to authorize the execution, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder delivery and performance of Spinco to adopt this Agreement and approve such Ancillary Agreements, and the Mergerconsummation of the transactions contemplated hereby and thereby, further action have been duly and properly taken. This Agreement has been duly executed and delivered by PHC and each Seller, and such Ancillary Agreements as are contemplated hereby to be executed and delivered by PHC and each Seller will, to the Board of Directors of Spinco extent any is a party thereto, be duly and ▇▇▇▇▇▇▇-▇▇▇▇▇▇validly executed and delivered by PHC and such Seller. This Agreement and such Ancillary Agreements constitute, or will constitute, as the sole stockholder case may be, valid and binding obligations of SpincoPHC and each Seller, to approve the amendment extent PHC or any Seller is a party thereto, enforceable against PHC and such Seller, in accordance with such agreement's respective terms. (ii) Subject to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by matters disclosed on Schedule 4(a)(ii), the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement by PHC and each Seller and the Transaction execution and delivery of such Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be executed and delivered by PHC or any Seller, to the extent PHC or any Seller is a party by Spinco thereto, do not or will not, as the case may be, and the consummation by Spinco either of PHC of the transactions contemplated hereby and thereby have been duly authorized and compliance by all necessary corporate action on PHC with the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, terms hereof and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements of Spinco, enforceable against Spinco in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party thereof will not, and conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the consummation by Spinco creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation (with or without notice or lapse assets of timePHC under, or both) under: (A) require any consent, authorization or approval under any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco PHC, any material contract or any Spinco Significant Subsidiary material judgment, order or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract to which Spinco decree or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, material statute, law, ordinance, rule or regulation applicable to Spinco PHC or its assets, other than any Subsidiary of Spinco such conflicts, violations, defaults, rights or their respective properties liens, claims, encumbrances, security interests, options, charges or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtainrestrictions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consentsand would not impair the ability of Sellers to consummate the transactions contemplated hereby, approvalsand other than any such consents, orders, authorizations, registrations, declarations and filings authorizations or approvals required under the HSR Act or that may be required solely by reason of Buyer's participation in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”transactions contemplated hereby.

Authority; No Conflicts. (ia) Spinco GE is duly organized and validly existing and in good standing under the laws of the State of New York. GE has all requisite full corporate power and authority to enter into execute, deliver and perform this Agreement and the Transaction Agreements with respect each Buyer Ancillary Agreement to which Spinco it is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincoparty. The execution execution, delivery and delivery performance of this Agreement and the Transaction Agreements with respect each Buyer Ancillary Agreement to which Spinco it is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby GE have been duly authorized and approved by all necessary corporate action on the part GE and do not require any further authorization or consent of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this AgreementGE. This Agreement has beenbeen duly authorized, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco andGE and is the legal, assuming the due authorization valid and valid binding obligation of GE enforceable in accordance with its terms, and each Buyer Ancillary Agreement to which it is a party has been duly authorized by GE and upon execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to by GE will be a party by the other parties hereto and theretolegal, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute valid and binding agreements obligation of Spinco, GE enforceable against Spinco in accordance with their respective its terms, except except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and or other similar Applicable Laws laws of general application relating to or affecting creditors the availability of specific performance, injunctive relief or other equitable remedies or creditors’ rights generally or and except for the limitations imposed by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (iib) Buyer has full corporate power and authority to execute, deliver and perform this Agreement and all of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer and do not require any further authorization or consent of Buyer or its shareholders. This Agreement has been duly authorized, executed and delivered by Buyer and is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Spinco Buyer will be a legal, valid and binding obligation of this Agreement does notBuyer enforceable in accordance with its terms, except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the availability of specific performance, injunctive relief or other equitable remedies or creditors’ rights generally and except for the limitations imposed by general principles of equity. (c) Neither the execution and delivery by Spinco of this Agreement nor any of the Transaction Buyer Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party will not, and or the consummation by Spinco of any of the Distribution, the Merger and the other transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and thereby will not provisions hereof or thereof will: (i) conflict with, result in a Violation (with breach of the terms, conditions or without notice or lapse of timeprovisions of, or both) under: constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) any provision of the Certificate of Incorporation or By-laws or similar organizational relevant charter documents of Spinco GE or any Spinco Significant Subsidiary Articles of Association or Memorandum of Association of Buyer, (B) except asany material note, individually instrument, agreement, mortgage, lease, license, franchise, permit or in the aggregateother authorization, would not reasonably be expected to have a Material Adverse Effect on Spincoright, subject to obtaining restriction or making the Spinco Necessary Consents, (1) any Contract obligation to which Spinco Buyer is a party or any of its Subsidiaries properties is subject or by which Buyer is bound, (C) any Court Order to which Buyer or GE is a party or by which any of them Buyer or any of their respective properties or assets GE is bound or (2D) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule Requirements of Laws affecting Buyer or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets.GE; or (iiiii) The Board require the approval, consent, authorization or act of, or the making by Buyer of Directors of Spincoany declaration, by resolutions duly adopted by unanimous written consent and not subsequently rescinded filing or modified in registration with, any wayPerson, has duly except as may be necessary (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, under any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) applicable antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”.or

Authority; No Conflicts. (i) Spinco GBC has all requisite corporate power and authority to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby hereby, subject, in the case of the consummation of the Merger, to the approval and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder adoption of Spinco to adopt this Agreement and approve the Merger, further action Merger by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Required GBC Vote (as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spincodefined in Section 5.1(g)). The execution and delivery of this Agreement, the Employee Matters Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by Spinco GBC and the consummation by Spinco GBC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No GBC, subject in the case of the consummation of the Merger, to the approval and adoption of Spinco’s stockholders after this Agreement and the Distribution Date will be required to effect Merger by the transactions contemplated by this AgreementRequired GBC Vote. This Agreement has and the Employee Matters Agreement have been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement will be, duly executed and delivered by Spinco GBC and, assuming the due authorization and valid execution and delivery of this Agreement or by each of Fortune, ACCO and Acquisition Sub, the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party due authorization and valid execution and delivery by Fortune and ACCO of the other parties hereto Employee Matters Agreement and theretothe due authorization and valid execution and delivery of the Lane/GBC Tax Allocation Agreement by Lane, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements of SpincoGBC, enforceable against Spinco GBC in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery by Spinco of this Agreement and the Employee Matters Agreement by GBC does not, the execution and delivery by Spinco of the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by GBC will not, and the consummation by Spinco GBC of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach or violation of, or constitute a Violation default (with or without notice or lapse of time, or both) under, or give rise to a right of or result by its terms in the termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a Lien, charge, “put” or “call” right or other encumbrance on, or the loss of, any assets (any such conflict, breach, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or similar organizational documents of Spinco GBC or any Spinco Significant Subsidiary of GBC or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoGBC or, to the Knowledge of GBC, ACCO after giving effect to the Merger, subject to obtaining or making the Spinco GBC Necessary ConsentsConsents (as defined in paragraph (iii) below), (1I) any Contract loan or credit agreement, note, instrument, mortgage, bond, indenture, lease, benefit plan or other contract, agreement or obligation (a “Contract”) to which Spinco GBC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2II) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco GBC or any Subsidiary of Spinco GBC or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, federal, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency, board, commission or other authority thereof, any arbitral tribunal, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity Entity”) or any other Person is required to be obtained or made by or with respect to Spinco GBC or any Subsidiary of Spinco GBC in connection with the execution and delivery by Spinco of this Agreement, the Employee Matters Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party Lane/GBC Tax Allocation Agreement by GBC or the consummation by Spinco GBC of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this AgreementRequired GBC Vote, (B) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSEThe Nasdaq Stock Market, Inc., (H) antitrust or other competition laws of other jurisdictions, jurisdictions and (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SpincoGBC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (IH) or set forth in Section 5.3(c)(iv5.1(c)(iii) of the Spinco GBC Disclosure Schedule are hereinafter referred to as the “Spinco GBC Necessary Consents”.

Authority; No Conflicts. (i) Spinco 10.1.1 Buyer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Buyer has all requisite corporate power and authority to enter into this First Amended Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party and to consummate the transactions contemplated hereby and thereby. All requisite corporate action required to be taken by Buyer to authorize the execution, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement delivery and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery performance of this First Amended Agreement and the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have has been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreementtaken. This First Amended Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco andBuyer, assuming and the due authorization Ancillary Agreements have been duly and valid execution validly executed and delivery of this delivered by both parties. This First Amended Agreement and the Ancillary Agreements constitute, or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and theretowill constitute, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)applicable, constitute or will constitute valid and binding agreements obligations of SpincoBuyer, enforceable against Spinco Buyer in accordance with their respective terms, except as such to the extent that enforceability may be limited by of the terms and provisions of this First Amended Agreement and Ancillary Agreements is subject to the effect of applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws or other laws relating to or affecting creditors creditors' rights generally or and by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) 10.1.2 The execution and delivery by Spinco Buyer of this First Amended Agreement does not, and the execution and delivery by Spinco of the Transaction Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party will do not, and the consummation by Spinco Buyer of the Distribution, the Merger and the other transactions contemplated hereby and thereby and compliance by Buyer with the terms hereof, and thereof will not not, conflict with, or result in a Violation (with any violation of or without notice or lapse of timedefault under, or both) give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under: (A) , or require any consent, authorization, approval or action by or notice to any third party or court or governmental body under any provision of (a) the Certificate certificate of Incorporation incorporation or By-laws or similar organizational documents bylaws of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary ConsentsBuyer, (1b) any Contract to which Spinco or any note, bond, mortgage, indenture, deed of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchisetrust, license, lease, contract, commitment, agreement or arrangement to which Buyer is a party, or (c) any material judgment, order, order or decree, or any material statute, law, ordinance, rule or regulation applicable to Spinco Buyer or any Subsidiary of Spinco or their respective properties its property or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded other than any such conflicts, violations, defaults or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtainrights that, individually or in the aggregate, would not reasonably be expected effect the ability of Buyer to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of consummate the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”transactions contemplated hereby.

Authority; No Conflicts. (ia) Spinco Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and the Transaction Ancillary Agreements with respect to which Spinco it is contemplated thereby to be a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement, and the Ancillary Agreements to which it is a party executed and delivered by Parent and Merger Sub as contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, subject have been duly authorized by the board of directors of Parent and Merger Sub and no other corporate or stockholder action on the part of Parent or Merger Sub or their respective stockholders is necessary to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as authorize the sole stockholder execution, delivery and performance of Spinco to adopt this Agreement and approve the Merger, further action Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to be executed and delivered by the Board of Directors of Spinco Parent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock Merger Sub as contemplated by hereby, when delivered in accordance with the Separation Agreementterms hereof, further action of assuming the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The due execution and delivery of this Agreement and the Transaction each other Ancillary Agreements with respect to which Spinco it is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreement. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly executed and delivered by Spinco and, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute shall have been duly executed and delivered by Parent and Merger Sub and shall be valid and binding agreements obligations of SpincoParent and Merger Sub, enforceable against Spinco in accordance with their respective terms, except as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable principles. (iib) The execution and delivery by Spinco of this Agreement does by Parent and Merger Sub do not, the execution and delivery by Spinco Parent and Merger Sub of the Transaction Ancillary Agreements with respect to which Spinco it is contemplated thereby a party to be a party executed and delivered by the parties thereto as contemplated hereby will not, and the consummation by Spinco Parent and Merger Sub of the Distribution, the Merger and the other transactions contemplated hereby and thereby will not result in a Violation violation or breach of, conflict with, constitute (with or without due notice or lapse of time, time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of Parent or Merger Sub under: (Ai) any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco Parent or any Spinco Significant Subsidiary or Merger Sub; (Bii) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or and making the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party the approvals, consents, notices and filings referred to in Section 4.3, any Law or Order applicable to Parent or Merger Sub or by which any of them or any of their its respective properties or assets is bound or may be bound; (2iii) any permitof the terms, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule conditions or regulation applicable provisions of any contract to Spinco which Parent or any Subsidiary of Spinco or their respective properties or assetsMerger Sub is a party. (iiic) The Board Subject to obtaining and making any of Directors of Spincothe approvals, consents, notices and filings referred to in Section 4.3, there is no private or governmental action, suit, proceeding, inquiry, claim, charge, arbitration, investigation or any administrative or other proceeding pending before, against or by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required Person, or, to be obtained the knowledge of Parent, threatened in writing, against Parent or made by Merger Sub that would materially and adversely affect Parent’s or with respect Merger Sub’s ability to Spinco or consummate any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby by this Agreement. To Parent’s knowledge, subject to obtaining and therebymaking any of the approvals, except for those required under or consents, notices and filings referred to in relation to (A) Section 4.3, as of the adoption by the sole stockholder of Spinco date of this Agreement, (B) the HSR Act, (C) state securities no investigation or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL review by any Governmental Entity with respect to the filing Parent, Merger Sub or any other Affiliate of the Certificate of Merger with the Delaware SecretaryParent is pending or threatened, (G) the rules and regulations of the NYSE, (H) antitrust other than any investigation or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, review that would not reasonably be expected materially and adversely affect Parent’s or Merger Sub’s ability to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to consummate any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”transactions contemplated by this Agreement.

Authority; No Conflicts. (i) Spinco 1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to enter into this Agreement and the Transaction such Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be a party executed and delivered by it and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Seller to authorize the execution, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement delivery and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery performance of this Agreement and the Transaction such Ancillary Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Spinco. No approval of Spinco’s stockholders after the Distribution Date will be required to effect the transactions contemplated by this Agreementand properly taken. This Agreement has been, and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, been duly executed and delivered by Spinco andSeller, assuming the due authorization and valid execution and delivery of this Agreement or the applicable Transaction such Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be a party executed and delivered by the other parties hereto Seller shall be duly and theretovalidly executed and delivered by Seller. This Agreement and such Ancillary Agreements constitute, or will constitute, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇)the case may be, constitute or will constitute valid and binding agreements obligations of SpincoSeller, enforceable against Spinco Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii2. Subject to the matters disclosed on Schedule 1(c)(iii) The execution and delivery by Spinco of this Agreement does notattached hereto, the execution and delivery by Spinco Seller of the Transaction this Agreement and such Ancillary Agreements with respect to which Spinco is as are contemplated thereby hereby to be a party will executed and delivered by Seller do not, and the consummation by Spinco Seller of the Distribution, the Merger and the other transactions contemplated hereby and thereby and compliance by Seller with the terms hereof and thereof will not not, conflict with, or result in a Violation (with any violation of or without notice or lapse of timedefault under, or both) give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under: , or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Assets under, or require any consent, authorization or approval under (A) any provision of the Certificate certificate of Incorporation incorporation or By-laws or similar organizational documents bylaws of Spinco or any Spinco Significant Subsidiary or Seller, (B) except asany Contract or (C) any material judgment, order or decree or any material statute, law, rule or regulation applicable to the Business or the Assets, other than, in the case of clauses (B) and (C) above, any such conflicts, violations, defaults, rights or liens, claims, encumbrances, security interests, options, charges or restrictions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Spinco, subject the Business taken as a whole or on the ability of Seller to obtaining or making consummate the Spinco Necessary Consents, (1) any Contract to which Spinco or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (2) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Spinco or any Subsidiary of Spinco or their respective properties or assets. (iii) The Board of Directors of Spinco, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way, has duly (A) determined that this Agreement, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco of this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party or the consummation by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Datehereby, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) other than any such consents, approvals, orders, authorizations, registrations, declarations and filings authorizations or approvals required under the failure HSR Act or that may be required solely by reason of which to make or obtain, individually or Buyer's participation in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”transactions contemplated hereby.

Authority; No Conflicts. (ia) Spinco Each Shareholder has all requisite power, authority and legal right (corporate power and authority or otherwise) to enter into this Agreement and the Transaction Agreements with respect to which Spinco is contemplated thereby other documents and agreements attached hereto to be a party entered into by such Shareholder (the Agreement, together with all such other documents and agreements, collectively, as to each Shareholder, respectively, the "SHAREHOLDER TRANSACTION DOCUMENTS") and to consummate the transactions contemplated hereby and thereby, subject to further action by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ as the sole stockholder of Spinco to adopt this Agreement and approve the Merger, further action by the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve the amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement, further action of the Board of Directors of Spinco to establish the record date and payment date for the Spinco Dividend and the effectiveness of the declaration of the Spinco Dividend by the Board of Directors of Spinco. The execution and delivery of this Agreement and the Shareholder Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by Spinco Documents and the consummation by Spinco of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate action or otherwise) on the part of Spincoeach Shareholder. No approval If the Shareholder is an entity, the person executing the Shareholder Transaction Documents on behalf of Spinco’s stockholders after the Distribution Date such entity is a duly authorized representative of such entity. The Shareholder Transaction Documents have been or will be required to effect the transactions contemplated by this Agreement. This Agreement has been, duly and the Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will be, duly validly executed and delivered by Spinco and, assuming the due authorization Shareholder and valid execution and delivery of this Agreement or the applicable Transaction Agreements with respect to which Spinco is contemplated thereby to be a party by the other parties hereto and thereto, as applicable (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇), constitute or will constitute the valid and binding agreements of SpincoShareholder, enforceable against Spinco Shareholder in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Applicable Laws laws relating to or affecting the rights of creditors generally or by general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery by Spinco of this Agreement does not, the execution and delivery by Spinco of the Shareholder Transaction Agreements with respect to which Spinco is contemplated thereby to be a party will not, Documents by Shareholder and the consummation by Spinco Shareholder of the Distribution, the Merger and the other transactions contemplated hereby and thereby thereby, will not (as applicable) (i) violate or conflict with the articles of association or bylaws of Shareholder, (ii) conflict with, result in a Violation (with or without notice or lapse of timebreach of, constitute a default under, terminate, modify, or both) under: (A) cancel, any provision of the Certificate of Incorporation or By-laws or similar organizational documents of Spinco or any Spinco Significant Subsidiary or (B) except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco, subject to obtaining or making the Spinco Necessary Consents, (1) any Contract material contract to which Spinco or any of its Subsidiaries such Shareholder is a party or by which any of them or any of their respective properties or assets such Shareholder is bound or subject that would adversely affect such Shareholder's ability to consummate the transactions contemplated by this Agreement, (2iii) constitute a violation of any permit, concession, franchise, license, judgment, order, decreelaw, statute, law, ordinance, rule or regulation applicable to Spinco which Shareholder or any Subsidiary of Spinco such Shareholder's Shares are subject; or their respective properties or assets(iv) have a Material Adverse Effect upon such Shareholder's Data Distilleries Securities. (iiic) The Board of Directors of SpincoOther than the consent required under Article 88 Book 1 Dutch Civil Code, by resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any waywhich consent, when applicable has duly (A) determined that this Agreementbeen validly obtained, the Merger and the Separation Agreement are advisable and in the best interests of Spinco and its stockholder and (B) approved this Agreement, the Merger and the Separation Agreement. (iv) No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Spinco or any Subsidiary of Spinco in connection with the execution and delivery by Spinco such Shareholder of this Agreement and the Shareholder Transaction Agreements with respect to which Spinco is contemplated thereby Documents or the performance by such Shareholder of the obligations to be a party or the consummation performed by Spinco of the Merger and the other transactions contemplated hereby and thereby, except for those required under or in relation to (A) the adoption by the sole stockholder of Spinco of this Agreement, (B) the HSR Act, (C) state securities or “blue sky” laws, (D) the Securities Act, (E) the Exchange Act, (F) the DGCL with respect such Shareholder pursuant to the filing of the Certificate of Merger with the Delaware Secretary, (G) the rules and regulations of the NYSE, (H) antitrust terms hereof or other competition laws of other jurisdictions, (I) further action of the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ to establish the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Board of Directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (which is subject to the satisfaction of the conditions set forth in the Separation Agreement), further action of the Board of Directors of Spinco and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, as the sole stockholder of Spinco, to approve an amendment to the Certificate of Incorporation of Spinco to increase its authorized capital stock as contemplated by the Separation Agreement and the filing with and acceptance by the Secretary of State of the State of Delaware of such amendment and (J) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to any of the foregoing clauses (A) through (I) or set forth in Section 5.3(c)(iv) of the Spinco Disclosure Schedule are hereinafter referred to as the “Spinco Necessary Consents”thereof.