Common use of Pre-Closing Restructuring Clause in Contracts

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior Subject to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and deliveredSection 2.05(b), to the Companyextent not already completed between the date of the Original Agreement and the date of this Amended Agreement, prior to the consummation of the Closing Seller shall, and Seller shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Business from Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and other businesses (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities. (b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as a Battery Company or as a Battery Company Subsidiary) or to remove any Subsidiary from the universe of Battery Companies or Transferred Entities) at any time prior to the Closing. Seller Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be entitled incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A, as applicable. (c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to modify(i) deliver all agreements, amend or redesign instruments, certificates and all other documents to effect the Pre-Closing Restructuring Plan without to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the prior written consent status of Buyerthe Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to the Pre-Closing Restructuring. In the event that, which consent at any time between the date of this Amended Agreement and the Closing, Exhibit A is amended to designate any additional Subsidiaries as a Transferred Entity (whether as a Battery Company or as a Battery Company Subsidiary) or to remove any Subsidiary from the universe of Battery Companies or Transferred Entities, Seller shall be permitted to revise the Seller Disclosure Letter at such time to include any additional necessary disclosures related thereto. In addition, notwithstanding anything to the contrary, the parties hereto acknowledge and agree that (x) nothing in any agreements or instruments entered into by Seller or its Affiliates with each other or Third Parties in connection with the Pre-Closing Restructuring, express or implied, is intended to or shall be construed to replace, substitute, modify, expand, qualify or limit in any way the terms of this Amended Agreement and (y) to the extent that any provision of any such agreements or instruments conflict or is inconsistent with the terms of this Amended Agreement (whether or not such agreement or instrument is stated to be subject to the terms of this Amended Agreement), this Amended Agreement will not be unreasonably withheld, conditioned or delayedgovern. (cd) All transfers pursuant For the avoidance of doubt but subject to Section 2.05(b), the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation completed by Seller or warranty of any kind or nature (except its applicable Subsidiaries prior to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementClosing. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant At or indemnity relating prior to the Transactions) Closing, Seller will deliver to Purchaser all agreements, instruments, certificates and other documents necessary to evidence the release of all Liens, guarantees or other encumbrances against the other Party or any of its Affiliates in Transferred Entities and Transferred Assets with respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Credit Agreement, dated June 23, 2015, as amended, with Spectrum Brands Inc. as the Borrower and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementDeutsche Bank AG New York Branch as administrative agent and collateral agent. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties parties acknowledge and agree thatthat (i) nothing in this Agreement shall prohibit or restrict (A) the transfer of ▇▇▇▇ Assets or ▇▇▇▇ Liabilities prior to (to the extent not inconsistent with the Pre-Closing Restructuring Plan or Separation Plan), at or after the Closing to any member of the Parent Group or (B) subject to Section 5.7, the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing, and (ii) prior to the Closing, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental AuthorityEntity, Seller Parent and its Affiliates Subsidiaries will use their respective reasonable best efforts (and will be authorized to take such actions as may be necessary to) implement the steps set forth on Schedule 6.11 V (the “Pre-Closing Restructuring Plan” and, such actions, together with the actions required to be taken under the Separation Plan, the “Pre-Closing Restructuring”) prior to the Closing). Seller Parent shall not be entitled (x) to modify, amend or redesign the Pre-Closing Restructuring Plan and (y) to amend Section 3.1 and Section 3.2(b) of the Parent Disclosure Schedule to reflect such modification, amendment or redesign or to reflect the steps taken in accordance with the Pre-Closing Restructuring; provided, (1) that Parent shall promptly notify Purchaser of any such proposed modification, amendment or redesign as promptly as reasonably practicable, (2) Purchaser shall have an opportunity to review and comment on any such proposed modification, amendment or redesign and (3) such modification, amendment or redesign shall not be implemented without the Purchaser’s prior written consent (unless such modification, amendment or redesign is de-minimis in nature or would not reasonably be expected to result in any non-de-minimis increased cost or risk (including Taxes to Purchaser or any of Buyerits Affiliates (including, following the Closing, the Transferred Entities))) to Purchaser or any of its Affiliates, which consent will shall not be unreasonably withheld, conditioned or delayed. (ci) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except as expressly set forth in this Agreement or to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty DeedLaw), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by SellerParent, the Seller Group or BuyerPurchaser, including the allocation of assets and Liabilities as between the Seller Group Parent Group, on the one hand, and the CompanyTransferred Entities, on the other hand, all of which shall be determined solely in accordance with this Agreement. Seller Parent shall (A) provide Buyer Purchaser with copies of drafts of the material Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring Plan shall be effected, in each case, at a reasonable time least five (5) Business Days before the applicable Pre-Closing Restructuring Agreements are executed or the applicable step of the Pre-Closing Restructuring Plan is effected or consummated and shall (B) consider in good faith any reasonable comments received from Buyer Purchaser thereto.; (dii) Without limiting the generality of Section 6.11(c5.15(b)(i), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) so far as permissible under applicable Law of the Seller relevant jurisdiction, the Parent Group and Buyer Purchaser shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement.; and (eiii) Each Party party hereto shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactionstransactions contemplated by this Agreement) against the other Party party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement or otherwise pursuant to or in connection with enforcing its rights under this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements (but without prejudice to the establishment of the existence of the claim hereunder) to the extent inconsistent with this Agreement. (fc) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Mamba Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver consent of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9Entity or employee representative body), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver consent has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, the Parent Group will, subject to and in accordance with the other terms of this Agreement (1including, Section 5.3), cooperate to effect such assignment or transfer as promptly as practicable in accordance with Section 5.12(b) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer Purchaser would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Mamba Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to a Transferred Entity (or in the case of the Specified Jurisdiction Mamba Assets and Liabilities to Purchaser or one of its Affiliates) or (ii) under which the Seller Parent Group would enforce for the benefit (and at the expense) of Buyer Purchaser any and all of the Seller Parent Groups’ rights against a third party associated with such Acquired Mamba Asset, claim, right or benefit, and the Seller Parent Group would promptly provide or pay to Buyer Purchaser when received all benefits or monies received by them under any such Acquired Mamba Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f))benefit, and the Company Transferred Entities would assume the obligations and bear the economic burdens associated therewith, in each case, as if such Mamba Asset (or any claim or right or any benefit arising thereunder or resulting therefrom) had been assigned or transferred at the Closing. In either such case, the Parent Group shall hold such Mamba Asset (or any claim or right or any benefit arising thereunder or resulting therefrom) in trust for the benefit, insofar as reasonably possible, of the Purchaser or the Transferred Entities until the consummation of the conveyance, transfer, assignment or delivery thereof. Each of Purchaser and Parent shall, and shall cause their respective Affiliates to, treat any such arrangement as a transfer of the underlying Mamba Asset for U.S. federal, state and local, and applicable non-U.S. Tax purposes, in each case, except as otherwise required by applicable Law. (d) For the avoidance of doubt, from and after the Closing (i) Parent or the applicable member of the Parent group shall (and Parent shall cause such applicable member of the Parent Group to), assume and accept (to the extent not previously assumed and accepted hereby) all ▇▇▇▇ Liabilities and at all times timely pay, discharge and perform in accordance with their terms, each and every ▇▇▇▇ Liability and (ii) Purchaser or its applicable Subsidiary (including the Transferred Entities) shall (and Purchaser shall cause such Subsidiary, including the Transferred Entities, to), assume and accept (to the extent not previously assumed and accepted hereby) all Mamba Liabilities and at all times timely pay, discharge and perform in accordance with their terms, each and every Mamba Liability.

Pre-Closing Restructuring. (a) Prior Subject to Section 2.05(b), prior to the Closing, (i) consummation of the Closing Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyshall, and Seller shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Business from Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and other businesses (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities. (b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as an Auto Care Company or as an Auto Care Company Subsidiary) or to remove any Subsidiary from the universe of Auto Care Companies or Transferred Entities) at any time prior to the Closing. Seller Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be entitled incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A, as applicable. (c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to modify(i) deliver all agreements, amend or redesign instruments, certificates and all other documents to effect the Pre-Closing Restructuring Plan without to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the prior written consent status of Buyerthe Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to the Pre-Closing Restructuring. In the event that, which consent will not at any time between the date of this Agreement and the Closing, Exhibit A is amended to designate any additional Subsidiaries as a Transferred Entity (whether as an Auto Care Company or as an Auto Care Company Subsidiary) or to remove any Subsidiary from the universe of Auto Care Companies or Transferred Entities, Seller shall be unreasonably withheld, conditioned or delayedpermitted to revise the Seller Disclosure Letter at such time to include any additional necessary disclosures related thereto. (cd) All transfers pursuant For the avoidance of doubt but subject to Section 2.05(a), the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation completed by Seller or warranty of any kind or nature (except its applicable Subsidiaries prior to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementClosing. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant At or indemnity relating prior to the Transactions) against Closing, Seller will deliver to Purchaser all agreements, instruments, certificates and other documents necessary to evidence the other Party release or any satisfaction of its Affiliates in respect of or based upon any all Indebtedness of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) Transferred Entities (other than Transferred Indebtedness) and the CMA Approval which shall be governed by Section 6.9)release of all Liens, would constitute a breach guarantees or other contravention thereof or a violation of Law. Ifencumbrances against the Transferred Entities and Transferred Assets, on the Closing Dateincluding without limitation, any such consent, approval guarantees of or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) Liens securing the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Credit Agreement, including subcontractingdated June 23, sublicensing or subleasing or 2015, as amended, with Spectrum Brands Inc. as the Borrower and Royal Bank of Canada as administrative agent and collateral agent, (ii) under which Indenture dated December 4, 2014, as amended, with Spectrum Brands Inc. as the Seller Group would enforce for Issuer and US Bank National Association as Trustee, (iii) Indenture dated May 20, 2015, as amended, with Spectrum Brands Inc. as the benefit (Issuer and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefitUS Bank National Association as Trustee, and (iv) Indenture dated September 20, 2016, as amended, with Spectrum Brands Inc. as the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), Issuer and the Company would assume the obligations and bear the economic burdens associated therewithUS Bank National Association as Trustee.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller Parent agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyCompany or its Subsidiaries, and Seller shall cause the Company agrees to, or agrees to cause its Subsidiaries to, accept, free and clear of all EncumbrancesLiens, other than Permitted EncumbrancesLiens, all of SellerParent’s and its AffiliatesSubsidiaries’ right, title and interest in, to and under (A) the Acquired Assets issued and outstanding Equity Interests of the Transferred Entities (other than the Company) and (iiiB) Seller the Chubb Assets, which the parties expressly understand and agree shall cause exclude the Carrier Assets, which shall be retained by the Parent Group, shall be excluded from the Chubb Assets or shall be transferred out of the Transferred Entities (if held by a Transferred Entity) prior to the Closing notwithstanding any other provision of this Agreement, and (ii) the Company agrees to, or agrees to agree to cause its Subsidiaries to, accept and assume all Assumed Chubb Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms, which the parties expressly understand and agree shall not include the Carrier Liabilities. (b) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, the Parties parties acknowledge and agree thatthat (i) nothing in this Agreement shall prohibit or restrict (A) the transfer of Carrier Assets or Carrier Liabilities prior to, at or after the Closing to any member of the Parent Group, (B) the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing or (C) the making of an entity classification election to treat the Company as an association taxable as a corporation for United States federal income tax purposes or an entity classification election to treat Chubb China Holdings Limited (Hong Kong) as a pass-through entity for United States federal income tax purposes, and (ii) prior to the Closing, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental AuthorityEntity, Seller Parent and its Affiliates Subsidiaries will use their respective reasonable best efforts take actions to implement the steps structure set forth on Section 5.15 of the Parent Disclosure Schedule 6.11 (the “Pre-Closing Restructuring PlanStructure” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing). Seller Parent shall not be entitled to modify, modify or amend or redesign the steps taken in the Pre-Closing Restructuring Plan without to effect the prior written consent Closing Structure from time to time and shall notify Purchaser of Buyer, which consent will not be unreasonably withheld, conditioned any such modification or delayedamendment as promptly as reasonably practicable and consider Purchaser’s comments in good faith. (ci) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed)nature, and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”” ) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by SellerParent, the Seller Group or BuyerPurchaser, including the allocation of assets and Liabilities as between the Seller Parent Group and the CompanyTransferred Entities, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (dii) Without limiting the generality of Section 6.11(c5.15(c)(i), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) so far as permissible under applicable Law of the Seller Group relevant jurisdiction, the Parent Group, the Company, and Buyer Purchaser shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (eiii) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim All claims (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactionstransactions contemplated by this Agreement) against the other Party party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements (but without prejudice to the establishment of the existence of the claim hereunder) to the extent inconsistent with this Agreement. (fd) Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Chubb Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver consent of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9Government Entity), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver consent has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur Parent Group and the Pre-Closing Restructuring will be deemed Company will, subject to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consentsSection 5.3, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer the Company would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Chubb Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to a Transferred Entity or (ii) under which the Seller Parent Group would enforce for the benefit (and at the expense) of Buyer the Company any and all of the Seller Parent Groups’ rights against a third party associated with such Acquired Chubb Asset, claim, right or benefitbenefit (collectively, “Third Party Rights”), and the Seller Parent Group would promptly pay to Buyer the Company when received all monies received by them under any such Acquired Chubb Asset, claim, right or benefit (net of the Seller Parent Group’s expenses incurred in connection with complying with any assignment contemplated by this Section 6.11(f5.15(d)), and the Company Transferred Entities would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the ClosingPrincipal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) Seller agrees shall use reasonable best efforts to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and delivereffect, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to acceptother Sellers or the Transferred Entities, free and clear of at all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities times in accordance with their terms. applicable Law (bincluding notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) Notwithstanding anything the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the contrary Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Parties acknowledge and agree Transferred Entities that, subject if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the receipt Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of necessary Third Party Consents Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and receipt Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any necessary approvals from or all such Restructurings shall not be a condition to any Governmental AuthorityClosing, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”Schedules 2.06(a)(i)(A) prior to the Closing. Seller in respect of any Brexit Assets shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan completed without the prior written consent of Buyer, which consent will Buyer (not to be unreasonably withheld, conditioned or delayed. ) and (c4) All transfers pursuant with respect to the Pre-Closing Restructuring UK Newco, Sapphire shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth consult in this Agreement applicable to good faith with Buyer regarding such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected Restructurings and shall consider in good faith any Buyer’s reasonable comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementRestructurings. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to In the event that Debt Financing will be funded at the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyCompany Entities shall, and Seller shall cause the Company to acceptSubsidiaries to, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under complete the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities transactions in accordance with their terms. the step plan set forth on Section 7.15 of the Company Disclosure Letter (bthe “Restructuring Steps”). Any amounts that are distributed in respect of an OpCo Membership Interest in respect of the distributions contemplated by Step 11 of the Restructuring Steps shall be the “OpCo Membership Interest Distribution Amount” with respect to such OpCo Membership Interest. The Company Entities shall provide the Parent Entities with a reasonable opportunity to review any certificates, filings, contracts, agreements or other documentation, and any amendments or supplements thereto, to be made or entered into in order to effect the Restructuring Steps (the “Restructuring Documents”) and shall consider any comments that the Parent Entities have in good faith. Notwithstanding anything to the contrary in this Section 7.15 or any other provision of this Agreement, to the Parties acknowledge and agree extent that, subject following the date hereof, any of the transactions contemplated by the Restructuring Steps would violate any applicable Law or become legally impermissible, then the Parent Entities and the Company Entities shall discuss and negotiate in good faith one or more amendments to the receipt Restructuring Steps as may be required to avoid such consequences (it being agreed that if the parties cannot mutually agree to an amendment in advance of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authoritythe Closing, Seller and its Affiliates then the Company Entities will use their respective reasonable best efforts be under no obligation to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, effect such actions, the “Pre-Closing Restructuring”) transaction or transactions prior to the Closing). Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for For the avoidance of doubt, any agreements the Company Entities or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring Company Subsidiaries shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit this Section 7.15 in accordance with this Agreementall respects, including subcontractingfor purposes Section 8.02(b), sublicensing in the event that the proceeds of the Debt Financing are not available or subleasing or (ii) under which the Seller Group would enforce for the benefit (and have not been funded at the expense) of Buyer any and all Closing other than as a result of the Seller Groups’ rights against a third party associated Company Entities failing to comply with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them its obligations under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith7.15.

Pre-Closing Restructuring. (a) Prior Subject to Section 2.05(b), prior to the Closing, (i) consummation of the Closing Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyshall, and Seller shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Company to accept, free Business from the Hearing Aid Battery Business and clear any other business or assets of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and Seller or its Affiliates’ right, title and interest in, to and under the Acquired Assets and Subsidiaries (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably approved by Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) in writing and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (indirectly through the Transferred Entities) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or, as between Seller and Purchaser and their respective Affiliates, be liable for or have any responsibility with respect to any Retained Liabilities. (b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A-1 (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as a Varta Company or as a Varta Company Subsidiary) or to remove any Subsidiary from the universe of Varta Companies or Transferred Entities) at any time prior to the Closing. Seller Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be entitled incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A-1, as applicable. (c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to modify(i) deliver all agreements, amend or redesign instruments, certificates and all other documents to effect the Pre-Closing Restructuring Plan without to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the prior written consent status of Buyerthe Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to the Pre-Closing Restructuring. In the event that, which consent at any time between the date of this Agreement and the Closing, the parties agree to amend Exhibit A-1 to designate any additional Subsidiaries as a Transferred Entity (whether as a Varta Company or as a Varta Company Subsidiary) or to remove any Subsidiary from the universe of Varta Companies or Transferred Entities, Seller shall be permitted to revise the Seller Disclosure Letter at such time and in accordance with such agreement to include any additional necessary disclosures related thereto. In addition, notwithstanding anything to the contrary, the parties hereto acknowledge and agree that (x) nothing in any agreements or instruments entered into by Seller or its Affiliates with each other or Third Parties in connection with the Pre-Closing Restructuring, express or implied, is intended to or shall be construed to replace, substitute, modify, expand, qualify or limit in any way the terms of this Agreement and (y) to the extent that any provision of any such agreements or instruments conflict or is inconsistent with the terms of this Agreement (whether or not such agreement or instrument is stated to be subject to the terms of this Agreement), this Agreement will not be unreasonably withheld, conditioned or delayedgovern. (cd) All transfers pursuant For the avoidance of doubt but subject to Section 2.05(b), the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation completed by Seller or warranty of any kind or nature (except its applicable Subsidiaries prior to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementClosing. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant At or indemnity relating prior to the Transactions) Closing, Seller will deliver to Purchaser all agreements, instruments, certificates and other documents necessary to evidence the release of all Liens, guarantees or other encumbrances against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, Transferred Entities and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (Transferred Assets other than the CMA Approval which shall be governed by Section 6.9)Permitted Liens and Liens, would constitute a breach guarantees or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens encumbrances associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithAssumed Liabilities.

Pre-Closing Restructuring. Notwithstanding anything in this Agreement to the contrary, (a) Prior nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) by any ContentCo Entity of any cash or cash equivalents prior to Closing, in each case to the extent such transfer does not, and would not reasonably be expected to, materially interfere with or prevent the Pre-Closing Restructuring or the implementation of the Closing Structure (as each such term is defined below) pursuant to the terms hereof, (b) nothing in this Agreement shall prohibit or restrict the transfer (by contribution or otherwise) by Torch or any of its Subsidiaries to any ContentCo Entity of assets or liabilities of the ContentCo Business, or the transfer (by distribution or otherwise) by any ContentCo Entity to Torch or any of its subsidiaries of any assets or liabilities other than assets and liabilities of the ContentCo Business, in each case to the extent such transfer does not, and would not reasonably be expected to, materially interfere with or prevent the Pre-Closing Restructuring or the implementation of the Closing Structure pursuant to the terms hereof, (c) prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s Torch and its Affiliates’ right, title and interest in, to and under Subsidiaries shall take the Acquired Assets and (iii) Seller shall cause actions set forth on Section 5.13 of the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts Torch Disclosure Letter to implement the steps structure set forth on Schedule 6.11 Section 5.13 of the Torch Disclosure Letter (such structure, the “Pre-Closing Restructuring PlanStructure” and, and such actionsactions set forth on Section 5.13 of the Torch Disclosure Letter, the “Pre-Closing Restructuring”), and (d) prior Torch shall be permitted to the Closing. Seller shall not be entitled to modify, modify or amend or redesign the Pre-Closing Restructuring Plan without and the prior written consent Closing Structure from time to time on one or more occasions, except that if such modification or amendment is reasonably expected to (i) (A) materially reduce the aggregate tax basis step-up, for U.S. federal income Tax purposes, in the assets acquired by United (or any of Buyer, which consent will not be unreasonably withheld, conditioned its Subsidiaries) from Torch (or delayed. (cany of its Subsidiaries) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basisTransactions), without representation (B) cause the acquisition of the Purchased Rights pursuant to this Agreement not to qualify for the Agreed Tax Reporting or warranty of any kind or nature (C) except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that Section 6.2, change the Real Property will be conveyed by the Special Warranty Deed), andentity classification, for the avoidance U.S. federal income Tax purposes, of doubtany ContentCo Entity, any agreements (ii) impose on United or instruments its Subsidiaries (including any related exhibits ContentCo Entity) any material and schedulesunreimbursed costs (including material and unreimbursed Taxes imposed on any ContentCo Entity but excluding Taxes imposed on United or its other Subsidiaries) or (iii) result in a material delay of the then-anticipated Closing Date, the “Pre-Closing Restructuring Agreements”) Torch shall not be permitted to effect such modification or amendment unless it shall have provided United written notice thereof reasonably in advance of effecting such modification or amendment and United shall have provided its prior written consent (not to be unreasonably withheld, delayed or conditioned). Torch shall keep United reasonably and promptly informed regarding the Pre-Closing Restructuring shall not have any effect on status of the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts implementation of the Pre-Closing Restructuring Agreements (includingand the Closing Structure and shall, in each casereasonably promptly following United’s written request therefor, any exhibits provide copies of all material definitive documentation effecting or schedules thereto) pursuant to which otherwise governing the Pre-Closing Restructuring shall be effectedRestructuring, the Closing Structure and any transactions relating thereto, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), case to the extent that the provisions of a Pre-Closing Restructuring Agreement such documentation or transactions are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions specifically identified on Section 5.13 of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementTorch Disclosure Letter. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to or at the Closing, subject to Section 6.5, as part of the Pre-Closing Restructuring: (i) Seller agrees to form the Company, (ii) Seller agrees to Parent shall contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyother members of the Seller Group or its Subsidiaries, and the Seller Group shall, or shall cause the Company to their Subsidiaries to, accept, free and clear of all EncumbrancesLiens, other than than, in each case of clause (B) below, Permitted EncumbrancesLiens, all of SellerParent’s and its Affiliates’ right, title and interest in, to and under (A) the Acquired issued and outstanding Equity Interests of the Transferred Entities (other than the Seller Group) and (B) the Business Assets to be held by the Transferred Entities, which the parties expressly understand and agree shall exclude the Retained Assets (which (x) shall be retained by the Parent Group, (y) shall be excluded from the Business Assets, or (z) shall be transferred out of the Transferred Entities (if held by a Transferred Entity) prior to the Closing notwithstanding any other provision of this Agreement); (ii) Crown Castle Solutions LLC agrees to contribute, convey, transfer, assign and deliver, and ▇▇▇▇▇▇ agrees to, or to cause its Subsidiary (other than a Transferred Entity) to, accept, the issued and outstanding Equity Interests of Crown Castle PR Solutions LLC prior to the Closing; and (iii) the Seller shall Group agrees to, or agrees to cause the Company to agree to its Subsidiaries to, accept and assume all Assumed Business Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms, which the parties expressly understand and agree shall not include the Retained Liabilities. (b) Notwithstanding anything to the contrary in this Agreement, the Parties parties acknowledge and agree thatthat (i) nothing in this Agreement shall prohibit or restrict (A) the transfer of Retained Assets or Retained Liabilities prior to the Closing to any member of the Parent Group or (B) the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Designated Time, and (ii) prior to the Closing, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental AuthorityEntity, Seller Parent and its Affiliates will use their respective reasonable best efforts to take actions to implement the steps structure set forth on Section 6.16(b) of the Parent Disclosure Schedule 6.11 (including, but not limited to, taking each of the actions set forth on Section 6.16(b) of the Parent Disclosure Schedule to separate the Small Cell Assets from the Fiber Assets) (the “Pre-Closing Restructuring PlanStructure” and, such actions, the “Pre-Closing Restructuring”) prior ). Prior to the Closing. Seller , the Parent Group shall not be entitled (i) take the actions defined as “Specified Pre-Closing Restructuring Steps” in Section 6.16(b) of the Parent Disclosure Schedule, (ii) use its reasonable best efforts to modifytake the actions defined as “Non-Specified Pre-Closing Restructuring Steps” in Section 6.16(b) of the Parent Disclosure Schedule, amend or redesign and, without limiting the specificity of the foregoing, use its reasonable best efforts to (iii)(A) take all other necessary actions and steps to effectuate the Pre-Closing Restructuring Plan without and (B) effect all such conveyances, transfers, assignments, assumptions or other transactions or actions necessary or appropriate to enable, in each case at or prior to the prior written Closing (after taking into account the receipt of any required approval or consent with respect to the Pre-Closing Restructuring and any other necessary approvals), (1) the Transferred Entities to possess all right, title and interest in and to all of Buyerthe assets of the Business (including the Business Assets) and to be responsible for the Business Liabilities, which consent with such (x) the Fiber Assets and Fiber Liabilities located in the Fiber Transferred Entities and (y) the Small Cell Assets and Small Cell Liabilities located in the Small Cell Transferred Entities; and (2) the Seller Group to possess all right, title and interest in and to all of the assets of the Retained Business (including the Retained Assets) and to be responsible for the Retained Liabilities. Parent and Purchaser Representative may mutually agree in writing to modify or amend the actions and steps that comprise the Pre-Closing Restructuring in accordance with Section 6.16(b) of the Parent Disclosure Schedule from time to time (including any allocation of Business Assets or Business Liabilities as between the Transferred Entities); provided, that (i) Purchaser Representative will not unreasonably withhold, condition or delay its consent to any modification or amendment proposed by Parent in writing that is not adverse to Purchasers in any material respect and (ii) except with respect to modifications and amendments that would be reasonably expected to delay the Closing (other than any de minimis delay to the Closing), Parent will not unreasonably withheldwithhold, conditioned condition or delayeddelay its consent to any modification or amendment proposed by the Purchaser Representative in writing that is not adverse to the Seller Group in any material respect. (c) Parent shall (i) keep Purchaser Representative and its Representatives reasonably informed of the status of the Pre-Closing Restructuring and (ii) prior to entering into any Contracts to effectuate the Pre-Closing Restructuring (including any Intellectual Property assignment agreement) (“Restructuring Agreements”), and until completion of the Pre-Closing Restructuring, deliver to Purchaser Representative copies of any material Restructuring Agreements (and related material documents, including Organizational Documents and any applicable stock powers) and consult with Parent in good faith with respect thereto, including affording the Purchaser’s Representative a ten-Business Day period following receipt of such material Restructuring Agreements (or, if there are fewer than ten Business Days prior to the Outside Date, such shorter review period as is reasonable based on the length and complexity of the proposed Restructuring Agreements) to review and comment on the contents of such Restructuring Agreements, and Parent shall consider in good faith any reasonable comments to the Restructuring Agreements delivered by Purchaser’s Representative to Parent. (d) Without limiting the requirements under Section 6.3(b) of this Agreement as modified by Section 6.3(f)(iii), each party shall, and shall cause its Affiliates, to use reasonable best efforts to (and shall reasonably cooperate with the other parties to) prepare, as soon as reasonably practicable following the date of this Agreement, all necessary notifications, notices, applications and filings in connection with the transactions that are required under any Communications Laws, including those as set forth in Section 3.10 of the Parent Disclosure Schedule with respect to obtaining or making the Consent of, or filing, notification or notice to, any Governmental Entity, including the FCC and any State PUCs, so as to enable the parties to consummate the transactions as soon as possible. Each party shall, and shall cause its Affiliates to, submit the necessary notifications, notices, applications and filings as soon as reasonably practicable and within the timeframes set out in Section 6.16(b) of the Parent Disclosure Schedule. The parties shall, and shall cause their Affiliates to, promptly make any advisable or necessary subsequent or supplemental filings or document or information submissions, and reasonably cooperate with one another in the preparation of such filings and submissions. (i) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement or as required by applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deedlaw), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by SellerParent, the other members of the Seller Group or BuyerPurchasers, including the allocation of assets and Liabilities as between the Seller Parent Group and the CompanyTransferred Entities, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (dii) Without limiting the generality of Section 6.11(c6.16(e)(i), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) so far as permissible under applicable Law of the Seller relevant jurisdiction, the Parent Group and Buyer Purchaser Representative shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (eiii) Each Party party hereto shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactionstransactions contemplated by this Agreement) against the other Party party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce rights and obligations under this Agreement, including that any transfer of any assets or liabilities be made in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (fiv) Notwithstanding anything Parent and Purchasers shall, and shall cause their respective Affiliates to, use reasonable best efforts to take the actions with respect to the contrary separation of the Businesses and other matters as set forth in this AgreementSection 6.16(e)(iv) of the Parent Disclosure Schedule, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring Parent will be deemed responsible for any related “Fiber Specified Payments” and “Small Cell Specified Payments”, subject to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consentsadjustments, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit each in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expenseas defined in Section 6.16(e)(iv) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithParent Disclosure Schedule.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) the Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyshall, and Seller shall cause the Company to acceptand their Affiliates to, free and clear of do all Encumbrancesthings necessary, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and proper or advisable under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) Law to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this AgreementExhibit E. No changes or modifications will be made to Exhibit E after the date hereof unless agreed to in writing by Buyer and Seller; provided, that no such agreement will be required for the Seller to cause any Acquired Company to elect to change its tax classification for U.S. tax purposes under Treasury Regulation Section 301.7701-3. Buyer and Seller shall provide Buyer with copies of drafts cooperate in good faith and use their reasonable best efforts to reach agreement regarding any changes or modification either Party requests to be made to Exhibit E. (b) If, at any time following the Closing, any Party becomes aware that (i) any asset, right, Contract or Liability (or portion thereof) of the Pre-Closing Restructuring Agreements Excluded Business remains with an Acquired Company, (includingA) Buyer shall, and shall cause the Acquired Companies and its Affiliates to, promptly transfer such asset, right, Contract or Liability, as applicable, to Seller or its Affiliates, and (B) Seller shall promptly assume or cause its Affiliates to assume such asset, right, Contract or Liability, as applicable, or (ii) any asset, right, Contract or Liability (or portion thereof) of the Business remains with, or in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of connection with the Pre-Closing Restructuring is effected transferred to, Seller or its Affiliate, (A) Seller shall, and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c)cause its Affiliates to, promptly transfer such asset, right, Contract or Liability, as applicable, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent withAcquired Companies, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer Acquired Companies shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjustedpromptly assume such asset, to the extent necessary to give effect to the provisions of this Agreementright, Contract or Liability, as applicable. (ec) Each Party shall notIn the event that any of the real estate and agreement transfers expressly described in Exhibit E has not been completed as of the Closing (each, a “Specified Transfer”), (i) Seller shall, and shall cause its respective Affiliates not to, bring use commercially reasonable efforts to complete any claim such Specified Transfer as promptly as practicable following the Closing; provided, that Seller shall be responsible for all out-of-pocket costs and expenses related to any Specified Transfer and assumptions set forth in this Section 5.17(c), (including ii) Seller shall bear any Transfer Taxes imposed on, or arising as a result of, any Specified Transfer and indemnify Buyer for breach of any warrantysuch Transfer Taxes, representationand (iii) Buyer shall, undertakingand shall cause the Acquired Companies after Closing, covenant or indemnity relating to the Transactions) against the other Party or any of reasonably cooperate with Seller and its Affiliates in respect of or based upon connection with any of Specified Transfer, including by providing any information and executing any instrument as may be reasonably requested by Seller for the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer completion of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementSpecified Transfer. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, Company shall cause (i) Seller agrees TRS NT-HCI, LLC to form the Companydistribute 100% of its interests in each of NorthStar Healthcare Income Advisor, LLC and NorthStar Healthcare Income OP Holdings, LLC to Company LP, and (ii) Seller agrees Company LP to contributedistribute 100% of such interests in each of NorthStar Healthcare Income Advisor, conveyLLC and NorthStar Healthcare Income OP Holdings, transfer, assign and deliver, or LLC to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “Pre-Closing Restructuring”) prior ). Company shall provide or cause to the Closing. Seller shall not be entitled provided to modifyParent drafts of any agreements, amend or redesign resolutions, certificates, amendments to Organizational Documents and other material documentation in connection with the Pre-Closing Restructuring Plan without reasonably in advance of effecting the prior written consent Pre-Closing Restructuring, and will incorporate therein the reasonable comments of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Parent. The Parties agree that the transactions described in this Section 2.7 shall result in Company LP being treated as a disregarded entity of Company for U.S. federal (cand applicable state and local) All transfers pursuant to Tax purposes. The consummation of the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty contingent upon all of any kind or nature (except to the extent required by any representations or warranties or recourse conditions set forth in this Agreement applicable Article 8 having been satisfied (or, with respect to such transfers Section 8.2, waived) and except receipt by Company of a written notice from Parent stating that ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub are prepared to proceed immediately with the Real Property will be conveyed Closing. Parent shall promptly upon request by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, reimburse Company or Company Subsidiaries for all of which shall be determined solely reasonable and documented out-of-pocket costs incurred by Company or the applicable Company Subsidiaries in connection with any actions taken by Company or Company Subsidiaries in accordance with this AgreementSection 2.7 (including reasonable fees and expenses of their Representatives). Seller shall provide Buyer Parent and Merger Sub, on a joint and several basis, hereby agree to indemnify and hold harmless Company, the Company Subsidiaries, and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with copies or as a result of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer taking such actions in accordance with this Agreement) additional toSection 2.7; provided, however, that the provisions foregoing indemnity shall not apply with respect to any losses arising out of this Agreement: (A) or resulting from the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjustedbad faith, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall notgross negligence, and shall cause its respective Affiliates not toor willful misconduct by Company, bring any claim (including for breach of any warrantyCompany Subsidiaries, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its or their respective Affiliates in respect or Representatives. Without limiting the foregoing, none of the representations, warranties or based upon covenants of Company shall be deemed to apply to, or deemed breached or violated by, any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed actions contemplated by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith2.7.

Pre-Closing Restructuring. (a) Prior to the Closing, Seller shall (i) Seller agrees to form the Companysell, (ii) Seller agrees to contribute, convey, transfer, transfer and assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest inin and to all of its assets, liabilities and the Business (including all Canadian federal and provincial refundable investment tax credits receivable and the Development Shares and all of its owned and licensed Intellectual Property) to Cayman Newco in exchange for the assumption by Cayman Newco of such assigned liabilities and under issuance to Seller of additional common shares of Cayman Newco, which together with the Acquired Assets common shares of Cayman Newco owned by Seller as of the date hereof, shall constitute 100% of the Cayman Newco Interests, and Cayman Newco shall assume all such liabilities and (iiiii) Seller as part of such transfer of Seller’s business, Cayman Newco shall hire or otherwise engage, all employees, consultants and independent contractors of Seller, such employees (which, for purposes hereof, shall be deemed to include ***) to be so hired for a minimum period of one (1) year after Closing (provided, however, that Cayman Newco may terminate any such employee if it determines in its discretion that grounds for termination for cause the Company to agree to accept and assume all Assumed Liabilities exist) (and only the Assumed Liabilities(i) and to thereafter timely pay(ii) collectively, discharge and perform the Assumed Liabilities in accordance with their terms“Cayman Newco Transfer”). (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts Cayman Newco shall execute jointly an election under section 167 of the Excise Tax Act (Canada), and the Quebec equivalent if applicable, to implement have the steps set forth on Schedule 6.11 Cayman Newco Transfer take place free of goods and services tax/harmonized sales tax (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing RestructuringGST/HST”) prior and Quebec sales tax (“QST”). Cayman Newco shall file such election(s) with the appropriate governmental authorities not later than the day on which it is required to file its GST/HST and QST returns for the Closing. Seller shall not be entitled to modify, amend or redesign reporting period in which the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayedCayman Newco Transfer takes place. (c) All transfers pursuant At least one (1) day after the Cayman Newco Transfer, Seller shall convert into an unlimited liability company, wholly owned by Holdings, under the laws of Alberta (the “Conversion”). Seller agrees, within 15 days after the Conversion and in all events prior to the PreClosing, to file an initial entity classification election under Treasury Regulations Section 301.7701-Closing Restructuring shall 3 to be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, classified as a disregarded entity for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer theretoU.S. federal income tax purposes. (d) Without limiting At least one (1) day after the generality of Section 6.11(c), Conversion and at least one (1) Business Day prior to the extent that Closing, Holdings shall contribute, on a Canadian income tax deferred basis pursuant subsection 85(1) of the provisions of a Pre-Closing Restructuring Agreement are inconsistent withITA, or (except all right, title and interest in and to the extent they implement a transfer in accordance Proventiv Interests to Seller (the “Proventiv Contribution,” and together with this Agreement) additional tothe Cayman Newco Transfer and the Conversion, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement“Restructuring”). (e) Each Party Except as otherwise provided herein, Seller Parties shall notnot make a “check the box” election under Treasury Regulations Section 301.7701-3 with respect to Cayman Newco, and shall cause its respective Affiliates not toProventiv, bring any claim (including for breach of any warrantySeller or Development. Furthermore, representationfrom January 1, undertaking2013 through the Closing, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any none of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce Seller Parties or Companies will enter into any transfer of any assets transaction or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant arrangement which would give rise to any Pre-Closing Restructuring Agreements to type of income described in Subpart F of the extent inconsistent with this AgreementInternal Revenue Code. (f) Notwithstanding anything All Canadian federal and provincial SR&ED refundable investment tax credits receivable to which Seller is entitled shall be assigned to Cayman Newco as part of the Cayman Newco Transfer. If any such refund is paid by the relevant tax authority to Seller after Closing, such refund amount shall be held by Seller in trust for Cayman Newco as assignee and immediately paid over by Seller to Cayman Newco. Seller shall enter into such further documentation and arrangements as shall be requested by Purchaser to provide for such assignments, the claiming of credits by Seller to the contrary extent it is entitled thereto, the handling of any audits or disputes with the tax authorities relating to the credits, and the handling of cash refunds, all with the intent of ensuring that Cayman Newco obtains the benefit of the credits. (g) If there are any accounts receivable included in this Agreementthe assets transferred pursuant to the Cayman Newco Transfer, this Agreement Cayman Newco and Seller shall not constitute elect jointly in the prescribed form under section 22 of the ITA, section 184 of the Taxation Act (Québec), if applicable, and the corresponding provisions of any other applicable Tax statute, provided such election is properly applicable, as to the sale of such receivables and designate in such election an agreement amount equal to assign the portion of the purchase price allocated to the receivables as part of the Cayman Newco Transfer. This election, or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofthese elections, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed made within the time prescribed for such elections. (h) Cayman Newco and Seller shall, if applicable, jointly execute and file an election under subsection 20(24) of the ITA in the manner required by Section 6.9)subsection 20(25) of the ITA and under the equivalent or corresponding provisions of any other applicable provincial or territorial statute, would constitute in the prescribed forms and within the time period permitted under the ITA and under any other applicable provincial or territorial statute, as to such amount paid by the Seller to Cayman Newco for assuming future obligations. In this regard, Cayman Newco and Seller acknowledge that a breach or other contravention thereof or portion of the assets to be transferred by Seller as part of the Cayman Newco Transfer and having a violation value equal to the amount elected under subsection 20(24) of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur ITA and the Pre-Closing Restructuring equivalent provisions of any applicable provincial or territorial statute, will be deemed to be consummated and (2) from and after transferred by Seller as a payment for the Closing until the earliest assumption of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement future obligations by Cayman Newco. (i) Cayman Newco and Seller agree not to make an election pursuant to subsection 85(1) of the ITA or under which Buyer wouldthe equivalent or corresponding provisions of any other applicable provincial or territorial statute in connection with the Cayman Newco Transfer. (j) The Seller Parties understand and agree that the completion of the Restructuring is a substantial inducement to Purchaser and Opko Health to enter into this Agreement and that full, in strict and timely compliance with Laweach step of the Restructuring as set forth in this Section is a condition precedent to Purchaser’s and Opko Health’s obligations to close the transactions contemplated hereby. All agreements and other documents relating to the Restructuring or any portion thereof shall be presented to Purchaser and Opko Health for approval at least five (5) Business Days prior to the effectiveness of each such document or agreement, such approval not to be unreasonably withheld. The Seller Parties (i) shall use commercially reasonable efforts to obtain all consents and approvals of, and give all notices to, any third party or Governmental Body (“Restructuring Consents”) that may be required in order to effectuate the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right Restructuring or benefit in accordance with this Agreementany portion thereof, including subcontractingconsents required to transfer or assign any contracts or other assets, sublicensing or subleasing or and (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer in connection therewith, shall use commercially reasonable efforts to procure any and all of the Seller Groups’ rights against a related consents from such third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received parties as may be requested by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred Purchaser in connection with complying with this Section 6.11(f)), and any planned post-Closing restructuring of the Company would assume the obligations and bear the economic burdens associated therewithCompanies.

Pre-Closing Restructuring. (a) Prior As of the day immediately prior to the Closing, (i) Seller agrees to form consummation of the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in transactions contemplated by this Agreement, the Parties acknowledge Transferors shall, subject to the terms and agree conditions set forth herein and subject to the completion of the Defeasance, the incurrence of the Refinancing Debt and the receipt of the consents and approvals set forth in Schedule 2.1-A hereto, cause the Redemption to occur. Each of the Transferors, the Partnership and the REIT agrees that, subject to the receipt terms and conditions of necessary Third Party Consents this Agreement, they will cooperate with, and receipt provide reasonable assistance to, each other with a view to causing each of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts the events contemplated by the Redemption Agreement to implement occur prior to the steps set forth on Schedule 6.11 Redemption (the “Pre-Reorganization Events”) to be completed with legal effect prior to the Closing Restructuring Plan” under the Redemption Agreement. Immediately following the completion of the Reorganization Events, the Redemption will be completed and, such actionson the Closing Date the distribution of the limited liability company interests in the Company held by Westban Venture to SCG and WCBC will occur and, subject to the terms and conditions of this Agreement, the parties shall cause the actions described in steps 1-7 of Schedule 2.1-B, and the other transactions contemplated by this Agreement (the “Contribution Events”), to be completed. Each of the Transferors, the Partnership and the REIT further agrees that the consummation of the Reorganization Events, the Redemption and the Contribution Events (collectively, the “Pre-Closing RestructuringTransaction Events”) will be initiated only if the parties are reasonably certain that all of the conditions to the occurrence of each of them will be satisfied and that it is reasonably likely that such Transaction Events will be consummated. Accordingly, each of the Transferors, the Partnership and the REIT agrees that it will provide to the other parties hereto, on the Closing Date and prior to the Closing. Seller shall not be entitled release of the documents and funds from escrow, an acknowledgement that all of the conditions to modify, amend or redesign its obligations to consummate the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required transactions contemplated by any representations or warranties or recourse set forth in this Agreement applicable to such transfers have been satisfied, and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts each of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party parties shall be entitled to recover damages rely on such acknowledgement. Without limitation of the foregoing, each of the Transferors, the Partnership and the REIT agrees that upon the effectiveness of any one of the Transaction Events hereunder or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Redemption Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than as set forth in the CMA Approval which shall be governed by penultimate paragraph of Section 6.92.2 of the Redemption Agreement), would constitute a breach they will make all commercially reasonable efforts to ensure the completion of all other Transaction Events and will not take any steps to adjourn, delay or other contravention thereof or a violation of Law. If, on interfere with the Closing Date, process in any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithway.

Pre-Closing Restructuring. (a) Prior to the Closingconsummation of the SEAC Pre-Arrangement Steps, LG Parent, Studio HoldCo, StudioCo and the other applicable Subsidiaries of LG Parent (if any) shall enter into a separation agreement and related ancillary agreements (the “Separation Agreement”) and pursuant thereto shall consummate the transactions as described therein, in such form and with such changes as are determined by LG Parent, Studio HoldCo and StudioCo to be reasonably necessary or appropriate to effect the separation of the Studio Business from the Starz Business (with SEAC having a reasonable opportunity to comment, which comments LG Parent, Studio HoldCo and StudioCo shall take into account in good faith); provided, that solely to the extent such terms or changes are or would reasonably be expected to (i) Seller agrees to form adversely affect the Company, Intended Tax Treatment or (ii) Seller agrees be material and adverse to contributethe Studio Business, conveyStudioCo, transferany of the Studio Entities, assign and deliverSEAC, any shareholder of SEAC or to cause any shareholder of PubCo (other than LG Parent), SEAC’s prior written consent shall be required (such consent not to be contributedunreasonably withheld, conveyed, transferred, assigned and delivered, conditioned or delayed) (such actions taken pursuant to the Company, Separation Agreement and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionsSection 6.16, the “Pre-Closing Restructuring”) prior to ). LG Parent, Studio HoldCo and StudioCo shall keep SEAC reasonably informed regarding the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts status of the Pre-Closing Restructuring Agreements (includingand shall provide to SEAC copies of any material, definitive written documentation set forth in, or contemplated by, the Separation Agreement reasonably in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step advance of the Pre-Closing Restructuring is effected entering into of such material, definitive written documentation and shall consider in good faith any reasonable comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), thereon provided by SEAC or its Representatives that relate to the extent Intended Tax Treatment or matters that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except material and adverse to the extent they implement a transfer in accordance with this Agreement) additional toStudio Business, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjustedStudioCo, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring AgreementsStudio Entities, except to the extent necessary to enforce SEAC, any transfer shareholder of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset SEAC or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver shareholder of a third party (including any Governmental Authority) PubCo (other than the CMA Approval which LG Parent). Upon SEAC’s request, LG Parent, Studio HoldCo and StudioCo shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation as soon as reasonably practicable deliver to SEAC executed copies of Law. If, on the Closing Date, any such consentmaterial, approval definitive written documentation entered into by LG Parent, Studio HoldCo, StudioCo or waiver has not been obtained, or the other applicable Subsidiaries of LG Parent (if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(fany)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior Following the date hereof, Seller shall take all actions necessary to cause the transfer by JLH to the Closing, Companies of the assets (iincluding Intangible Assets) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to acceptset forth on Schedule 8.1, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and Encumbrances (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior ). Prior to the Closing. execution thereof, Seller shall not be entitled provide Purchaser and its representatives with copies for its review of any bills of sale, assignment of trademarks or related transfer documents in connection with the foregoing. (b) Seller shall take all actions (including making out-of-pocket expenditures) necessary to modifyobtain Consents under Encumbered Instruments required in connection with effectuating the Pre-Closing Restructuring; provided that Seller shall not, amend or redesign without the express consent of Purchaser, in connection with the Pre-Closing Restructuring Plan without (1) commit or agree to any amendment or modification of any Contract of the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned Heath Group Entities or delayedto any other obligation binding on the Companies or (2) cause any Company to incur any liability. (c) All transfers pursuant Seller shall take all actions (including making out of pocket expenditures borne by Seller) necessary to transfer to the Companies any Licenses held by JLH and required by the Companies to alone conduct the business of the Heath Group Entities as conducted prior to the date of this Agreement. In the event that any Licenses held by JLH cannot be legally transferred to the Companies (or such transfer would result in a material delay in the transaction), then Seller shall promptly cause the Companies (at the cost and expense of the Companies) to apply for new Licenses required for the Companies alone to conduct the business of the Heath Group Entities as conducted prior to the date of this Agreement. If the Closing occurs, Seller shall make available to the Companies all Licenses held by JLH (and not then held by the Companies) and/or Seller for the purpose of the conducting the business of the Heath Group Entities following the Closing until such time as all required Licenses have been issued to the Companies. (d) Seller and JLH (and not the Companies nor Purchaser) shall bear all costs and expenses associated with effectuating the Pre-Closing Restructuring Restructuring, including with respect to transferring or applying for Licenses in connection therewith. (e) Seller shall be keep Purchaser informed on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except a current basis with respect to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts progress of the Pre-Closing Restructuring Agreements (includingRestructuring, including with respect to completing any transfer, obtaining any Consent or License or other step which in each case, any exhibits or schedules thereto) pursuant to which case presents a risk of delaying the Pre-Closing Restructuring hereunder. Seller shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach keep Purchaser informed of any warranty, representation, undertaking, covenant or indemnity relating to material communication with the Transactions) against counterparty and its affiliates with respect the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities Material Contract set forth in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementSchedule 7.9(e). (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyThe Company shall, and Seller shall cause its Subsidiaries to, take all actions necessary to, complete the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps restructuring transactions set forth on Schedule 6.11 in Exhibit C hereto (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) immediately prior to the Closing. Seller shall not be entitled to modify, amend or redesign provided, however, that the consummation of any such Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring transactions shall be on an “as-is,” “where-is” basis, without representation or warranty contingent upon the receipt by the Company of any kind or nature (except to a written notice from Parent confirming that all of the extent required by any representations or warranties or recourse conditions set forth in this Agreement applicable Sections 7.1 and 7.2 (other than Section 7.2(d) and other than those conditions that by their nature are to such transfers be satisfied at the Closing) have been satisfied (or, at the option of Parent, waived) and except that Parent is prepared to proceed with the Real Property will be conveyed by Closing immediately following the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts consummation of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step Restructuring. None of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c)representations, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, warranties or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions covenants of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party Company or any of its Affiliates in respect of Subsidiaries shall be deemed to apply to, or based upon deemed breached or violated by, any of the Pre-Closing Restructuring Agreementstransactions contemplated by this Section 6.17. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in performing their obligations under this Section 6.17, and indemnify the Company for any and all losses incurred by the Company or any of its Subsidiaries arising therefrom (except to the extent necessary to enforce any transfer such losses arise from the willful misconduct, gross negligence or bad faith of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementCompany). (fb) Notwithstanding anything In the event that Parent provides notice to the contrary in this Agreement, this Agreement shall not constitute an agreement Company pursuant to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and Exhibit C that Parent desires to modify the Pre-Closing Restructuring will and Parent and the Company agree on a modified Pre-Closing Restructuring (a “Modified Pre-Closing Restructuring”), then the Parties hereby agree that, in addition to the conditions set forth in paragraph (a) above, (i) the Modified Pre-Closing Restructuring shall be implemented as close as possible to the Company Merger Effective Time (without jeopardizing the purpose of the Modified Pre-Closing Restructuring, but, in any event, after Parent and Merger Sub shall have waived or confirmed that all conditions to the consummation of the Company Merger have been satisfied or waived (other than Section 7.2(d) and other than those conditions that by their nature are to be satisfied at the Closing), (ii) neither Company nor any Company Subsidiary shall be required to take any action in contravention of any Laws or any Organizational Documents or any other contract or agreement to which the Company, the Company Subsidiaries or any of their respective assets are bound, (iii) the Modified Pre-Closing Restructuring (or the inability to complete the Modified Pre-Closing Restructuring) shall not affect or modify in any respect the obligations of Parent or Merger Sub under this Agreement, (iv) neither Company nor any Company Subsidiary shall be required to take any such action that would reasonably be expected to adversely affect the classification of Company as a REIT, and (v) neither the Company nor any Company Subsidiary shall be required to take any such action that would reasonably be expected to result in any Taxes being imposed on, or any adverse Tax consequences to, any stockholder or other equity interest holder of Company or the Partnership, or other adverse consequences to the stockholders or equity holders of Company as a whole, incrementally greater than the Taxes or other adverse consequences to such Person in connection with the consummation of this Agreement in the absence of such action taken pursuant to this Section 6.17(b), unless such holders are indemnified by Parent for such incremental Taxes. Without limiting the foregoing, none of the representations, warranties or covenants of Company or any of its Affiliates shall be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consentsapply to, approvals or waivers are obtaineddeemed breached or violated by, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithModified Pre-Closing Restructuring.

Pre-Closing Restructuring. (a) Prior Subject to Section 2.05(b), prior to the Closing, (i) consummation of the Closing Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyshall, and Seller shall cause its applicable Subsidiaries to, engage in restructuring activities necessary to effect a reorganization of certain assets, liabilities and legal entities to separate the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Business from Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and other businesses (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “Pre-Closing Restructuring”), which such Pre-Closing Restructuring shall be undertaken in a manner consistent with Section 6.14 of the Seller Disclosure Letter (as the same may be modified in accordance with this Section 6.14) and otherwise in a manner, and pursuant to documentation, reasonably acceptable to Purchaser (such approval not to be unreasonably withheld, delayed or conditioned) and in accordance with applicable Law. Following the Pre-Closing Restructuring, at the Closing, Purchaser shall (directly or indirectly) own and assume all the assets, properties, claims, rights and Liabilities of Seller and its Subsidiaries constituting Transferred Assets or Assumed Liabilities and neither Purchaser nor any of its Subsidiaries (including the Transferred Entities) shall (directly or indirectly) own any Excluded Assets or be liable for or have any responsibility with respect to any Retained Liabilities. (b) Seller may propose changes to Section 6.14 of the Seller Disclosure Letter and Exhibit A (including in order to designate any additional Subsidiaries as a Transferred Entity (whether as a Battery Company or as a Battery Company Subsidiary) or to remove any Subsidiary from the universe of Battery Companies or Transferred Entities) at any time prior to the Closing. Seller Closing and Purchaser shall consider any such proposal in good faith and shall not unreasonably object to, delay or condition its consent to such proposed changes. Any such agreed changes shall be entitled incorporated into a revised, amended and restated Section 6.14 of the Seller Disclosure Letter or Exhibit A, as applicable. (c) In connection with the Pre-Closing Restructuring, Seller shall, and shall cause its applicable Subsidiaries to modify(i) deliver all agreements, amend or redesign instruments, certificates and all other documents to effect the Pre-Closing Restructuring Plan without to Purchaser (with appropriate redaction for confidential information relating to Seller’s other businesses or third-parties) and (ii) keep Purchaser reasonably informed with respect to all material activity concerning the prior written consent status of Buyerthe Pre-Closing Restructuring and consult with Purchaser on a regular basis and cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to the Pre-Closing Restructuring. In the event that, which consent will not at any time between the date of this Agreement and the Closing, Exhibit A is amended to designate any additional Subsidiaries as a Transferred Entity (whether as a Battery Company or as a Battery Company Subsidiary) or to remove any Subsidiary from the universe of Battery Companies or Transferred Entities, Seller shall be unreasonably withheld, conditioned or delayedpermitted to revise the Seller Disclosure Letter at such time to include any additional necessary disclosures related thereto. (cd) All transfers pursuant For the avoidance of doubt but subject to Section 2.05(b), the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation completed by Seller or warranty of any kind or nature (except its applicable Subsidiaries prior to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementClosing. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant At or indemnity relating prior to the Transactions) Closing, Seller will deliver to Purchaser all agreements, instruments, certificates and other documents necessary to evidence the release of all Liens, guarantees or other encumbrances against the other Party or any of its Affiliates in Transferred Entities and Transferred Assets with respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Credit Agreement, dated June 23, 2015, as amended, with Spectrum Brands Inc. as the Borrower and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementDeutsche Bank AG New York Branch as administrative agent and collateral agent. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, Seller shall use commercially reasonable efforts to effect, or cause its Subsidiaries to effect, all transfers and take all such actions as are necessary so that as of the Closing (i) Seller agrees any assets, Contracts, rights, interests or properties of the Group Companies described in Schedule 2.02(a)(i) (collectively, the “Retained Assets”) shall be transferred to form the CompanyRetained Companies, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to any Liabilities of the Group Companies described in Schedule 2.02(a)(ii) (the “Retained Liabilities”) shall be contributed, conveyed, transferred, assigned and delivered, to the Companyto, and Seller shall cause assumed by, the Company to acceptRetained Companies, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause (A) the Company IT Assets, (B) the Business Intellectual Property Rights, (C) any other assets, rights, interests or properties of the Retained Companies primarily used in the conduct of the Business, in each case, except for (x) Intellectual Property Rights, information technology assets and Contracts and (y) the assets, rights, interests and properties of the Retained Companies access to agree to accept which or use of which is explicitly governed or explicitly required by the other Transaction Documents and assume all Assumed Liabilities (D) those other assets, Contracts, rights, interests and only properties of the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps Retained Companies set forth on Schedule 6.11 2.02(a)(iii) (collectively, the “Transferred Assets”) shall be transferred to one or more Group Companies and (iv) the Liabilities of the Retained Companies described in Schedule 2.02(a)(iv) (the “Transferred Liabilities”) shall be assigned to, and assumed by, the Group Companies. The transactions contemplated by the foregoing clauses (i) to (iv) are collectively referred to as the “Pre-Closing Restructuring Plan” andBusiness Transfers”, each of which shall be effected and implemented on or prior to the Closing Date pursuant to agreements, documents and other instruments of transfer, assignment and assumption that are provided to Buyer prior to the date hereof or otherwise reasonably satisfactory to Buyer (such actionsagreements, documents and instruments, the “Pre-Closing RestructuringBusiness Transfer Documents”). Neither Seller nor any of its Subsidiaries or its or their respective Representatives shall (x) prior to the Closing. Seller shall not be entitled to modify, amend implement or redesign effect the Pre-Closing Restructuring Plan Business Transfers other than in accordance with the Pre-Closing Business Transfer Documents, or (y) amend, modify or otherwise make any changes or alterations to the Pre-Closing Business Transfer Documents in any material respect without the Buyer’s prior written consent of Buyer, which consent will (not to be unreasonably withheld, conditioned or delayed). (b) Seller shall effect, and cause its Subsidiaries to effect, the Pre-Closing Business Transfers in a manner that does not: (i) result in the giving of any representations, warranties or indemnification by any of the Group Companies to Seller or any of its Affiliates (other than the Group Companies); (ii) violate any applicable Law in any material respect (including as a result of the failure to obtain any required Permit); (iii) result in any Person, other than Seller or any of its wholly-owned Subsidiaries owning any capital stock or other equity interest in any Group Companies; or (iv) result in, or give rise to, any event, development, condition, circumstance or effect that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth Notwithstanding anything in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Retained Asset or any claim or right Transferred Asset (or any benefit arising thereunder or resulting therefrom right thereunder) if an attempted assignment or transfer thereofassignment, without the consentconsent of, approval or waiver of a other action by, any third party (including any or Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of applicable Law, a breach under such Retained Asset or Transferred Asset or adversely affect in any material respect the rights of any Retained Company or Group Company, as applicable, thereunder (collectively, the “Non-Assignable Assets”). IfSeller or Buyer, on as applicable, shall take such actions as are set forth in Section 5.04 with respect to Regulatory Approvals, Section 5.06 with respect to Third Party Approvals and Seller shall otherwise use, and prior to the Closing DateSeller shall cause its Subsidiaries to use, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and commercially reasonable efforts to obtain all applicable consents required in order for the Pre-Closing Restructuring will Business Transfers to occur prior to the Closing. (d) Notwithstanding anything to the contrary in Section 2.02(a) or Section 2.02(b), at the election of Buyer in writing (which election shall be deemed to be consummated and made no later than fifteen (215) from and Business Days after the Closing until date hereof), Seller shall not transfer the earliest assets or employees set forth on Schedule 2.02(d) (such items, the “ESOL PR Items”) to any Group Company, and Seller shall use commercially reasonable efforts to effect, or cause its Subsidiaries to effect, the transfer of the ESOL PR Items directly to, and the ESOL PR Items shall be acquired directly from the appropriate Subsidiary of Seller by, an Affiliate designated by Buyer that is organized in the Commonwealth of Puerto Rico (xor such other Affiliate mutually agreed by Buyer and Seller) eighteen (18) months following in connection with its election. Such transfer shall occur on the Closing Date in exchange for an amount in cash equal to the net book value of the ESOL PR Items (other than any employees) as mutually agreed by the Parties acting in good faith prior to the Closing Date (the “ESOL PR Purchase Price”) (which ESOL PR Purchase Price shall reduce the Purchase Price). In the event that Buyer does not make such election, Seller shall have the right, but not the obligation, to transfer the ESOL PR Items to a newly formed Subsidiary of the Company organized in the Commonwealth of Puerto Rico, and such entity shall be treated as a Group Company for all purposes of this Agreement. (ye) such time as such consentsFor the avoidance of doubt, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement it is acknowledged and agreed that (i) under which Buyer wouldwill purchase all of the Purchased Shares, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller assets (including any Permitted Liens thereon) and Liabilities of the Group would enforce for Companies (excluding the benefit Retained Assets and Retained Liabilities) will remain the assets and Liabilities of the Group Companies, respectively and (and iii) all Business Employees who are employed by the Group Companies at the expense) close of Buyer any and all business on the day immediately prior to the Closing will remain employees of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, Group Companies at and immediately after the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithClosing.

Pre-Closing Restructuring. (a) Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing and (ii) prior to the Closing, Parent and its Subsidiaries will implement the pre-closing restructuring plan set forth on Section 5.18(a) of the Parent Disclosure Schedule (the “Pre-Closing Restructuring Plan”). Prior to the Closing, Parent and its Subsidiaries may (i) Seller agrees modify or amend the Pre-Closing Restructuring Plan from time to form the Companytime, (ii) Seller agrees cause any of the Transferred Entities that is a “per se” corporation to contributeconvert into an “eligible entity,” (iii) cause any of the Transferred Entities to elect to be treated as a “disregarded entity” or a corporation for U.S. federal income Tax purposes, conveyand (iv) transfer equity interests in any of the Transferred Entities to Parent or any of its Subsidiaries (including Subsidiaries that may be newly formed after the date hereof); provided, transferthat, assign and deliverin the case of any modification or amendment described in clause (i) or any transfer described in clause (iv) (to the extent such transfer is inconsistent with the Pre-Closing Restructuring Plan), Parent shall not undertake such modification, amendment, or to cause transfer without the prior written consent of the Purchaser, not to be contributedunreasonably withheld, conveyed, transferred, assigned and deliveredconditioned or delayed, to the Companyextent such modification, and Seller amendment or transfer would reasonably be expected to materially adversely affect Purchaser in any Post-Closing Tax Period (it being understood that any modification or amendment relating to the U.S. entity classification of a Transferred Entity shall cause not require Purchaser consent; provided, however, that Parent shall provide prompt notice to Purchaser of any such modification or amendment) or materially adversely affect the Company ability of the Parties to acceptconsummate the Transactions. Notwithstanding anything to the contrary herein, free and clear of all Encumbrancesprior to the Closing, other than Permitted Encumbrances, all of Seller’s Parent and its Affiliates’ rightSubsidiaries may transfer any Transferred Entity to Parent or any of its Subsidiaries if such Transferred Entity would reasonably be expected to be a Deferred Transferred Entity pursuant Section 2.7(b), title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their termsprovided that such classification as a Deferred Transferred Entity is not caused by such transfer. (b) Notwithstanding anything to the contrary in this Agreementherein, the Parties acknowledge and agree thatnot later than ten (10) Business Days before Closing, subject Parent may deliver a written notice to Purchaser identifying changes to the receipt allocation of necessary Third Party Consents Transferred Entities between Contribution Entities and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth Second Share Sale Companies on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior I Part 2. Any other changes to the Closing. Seller shall not allocation of Transferred Entities between Contribution Entities, First Share Sale Companies and Second Share Sale Companies may be entitled to modify, amend or redesign made only with the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will Purchaser (not to be unreasonably withheld, conditioned or delayed). (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior Parent shall take all actions to cause the AB JV Agreements to be terminated (other than those provisions and agreements that shall survive such termination pursuant to the Closingterms of the AB JV Agreements) and the AB Joint Venture to be dissolved immediately prior to the Closing in accordance with the terms of the AB JV Agreements and applicable Laws (including Sections 13.2, 13.3 and 13.3 of the AB Joint Venture Agreement). Upon and in connection with such dissolution: (i) Seller agrees the term "Analytical Technologies Assets" and the term "Purchased Assets" shall automatically be amended to form the Company, include (iix) Seller agrees to contribute, convey, transfer, assign any and deliverall Assets distributed to, or to cause to be contributedreceived by, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party Parent or any of its Affiliates in respect connection with such dissolution (including all continuing licensees and other Intellectual Property rights, tangible and intangible assets), and (y) any and all continuing rights of Parent or based upon any its Affiliates under the provisions of the Pre-Closing Restructuring AB JV Agreements that survive the termination of such agreements, including the right to appoint members of the JV Board (as such term is defined in the AB JV Agreements, except to ) and the extent necessary to enforce any transfer voting rights of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement.members; (fii) Notwithstanding anything to the contrary in this Agreementupon such dissolution, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated automatically amended to remove the provisions concerning the purchase of Parent's 50% ownership interest in the AB Joint Venture; and (iii) all Intercompany Transactions, Intracompany Payables and Intracompany Receivables to which the AB Joint Venture is a party shall be either fully and completely settled, or shall be distributed or otherwise transferred to Parent or any other party or successor to the AB Joint Venture (2and shall be Excluded Assets and Retained Liabilities, as applicable). (b) from Between the date hereof and after the Closing until Closing, Sellers shall, and shall cause their respective Subsidiaries and Affiliates and the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consentsJoint Ventures to, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer wouldtake all necessary actions to effect the restructuring transactions set forth on Section 7.28(b) of the Sellers' Disclosure Schedule, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which upon the Seller Group would enforce for mutual agreement of Parent and Buyer, take all necessary actions to effect such other restructuring transactions (including the benefit (and at transfer of certain Purchased Assets and/or Designated Employees to newly-formed entities that are wholly owned, directly or indirectly, by Parent) designated to facilitate the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithtransactions contemplated hereby.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyE▇▇▇▇▇▇ shall, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement to, at E▇▇▇▇▇▇’▇ sole cost and expense, undertake the steps restructuring transactions set forth on Schedule 6.11 Exhibit I (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior in the manner described on such Exhibit I, including (a) the transfer by E▇▇▇▇▇▇ and the E▇▇▇▇▇▇ Retained Subsidiaries to an E▇▇▇▇▇▇ Contributed Subsidiary of each E▇▇▇▇▇▇ Contributed Asset, (b) the Closing. Seller shall not be entitled to modifyassumption by an E▇▇▇▇▇▇ Contributed Subsidiary of each E▇▇▇▇▇▇ Assumed Liability, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant the transfer by each E▇▇▇▇▇▇ Contributed Subsidiary to the Pre-Closing Restructuring shall E▇▇▇▇▇▇ or an E▇▇▇▇▇▇ Retained Subsidiary of each asset of such E▇▇▇▇▇▇ Contributed Subsidiary that would be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required E▇▇▇▇▇▇ Excluded Asset were it held by any representations or warranties or recourse set forth in this Agreement applicable to such transfers an E▇▇▇▇▇▇ Retained Subsidiary and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality assumption by E▇▇▇▇▇▇ or an E▇▇▇▇▇▇ Retained Subsidiary of Section 6.11(c)each Liability of an E▇▇▇▇▇▇ Contributed Subsidiary that would be an E▇▇▇▇▇▇ Excluded Liability were it a Liability of an E▇▇▇▇▇▇ Retained Subsidiary. Notwithstanding the foregoing, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party E▇▇▇▇▇▇ shall not, and shall cause its respective Affiliates not to, bring (A) transfer any claim assets, properties or businesses of any E▇▇▇▇▇▇ Contributed Subsidiary to E▇▇▇▇▇▇ or any E▇▇▇▇▇▇ Retained Subsidiary (other than any asset that would be an E▇▇▇▇▇▇ Excluded Asset were it held by an E▇▇▇▇▇▇ Retained Subsidiary) or (B) transfer to any E▇▇▇▇▇▇ Contributed Subsidiary, or have any E▇▇▇▇▇▇ Contributed Subsidiary otherwise assume, any Liabilities of E▇▇▇▇▇▇ or any E▇▇▇▇▇▇ Retained Subsidiary (other than the E▇▇▇▇▇▇ Assumed Liabilities). The Pre-Closing Restructuring shall be consummated in compliance with Applicable Law and pursuant to documentation that Aspen has had a reasonable opportunity to review and comment upon (which final documentation shall incorporate such reasonable comments of Aspen). The Pre-Closing Restructuring may be amended or modified by E▇▇▇▇▇▇ so long as such amendments or modifications would not reasonably be expected, individually or in the aggregate (1) to be material to Newco and its Subsidiaries (after giving effect to the Closing) (including for breach any new material Liability), (2) to prevent or materially delay the consummation of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions, (3) against to materially interfere with, prevent or materially delay the other Party ability of Aspen or, following the Closing, Newco or any of its Affiliates Subsidiaries to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (4) to change in respect any material way the scope of the Echo Business being transferred to Newco under this Agreement or based the allocation of assets and Liabilities contemplated by this Agreement, (5) to impose restrictions on the business of Newco following the Closing (other than pursuant to the Tax Matters Agreement) or (6) to result in material adverse Tax consequences to Aspen, its Affiliates, Newco or any E▇▇▇▇▇▇ Contributed Subsidiary that would not be the subject of indemnification by E▇▇▇▇▇▇ under the Tax Matters Agreement; provided that, in each case, E▇▇▇▇▇▇ shall reasonably in advance consult in good faith with Aspen in connection with, and provide Aspen with written notice of, any such amendments and modifications. E▇▇▇▇▇▇ shall keep Aspen reasonably informed, upon any request, of the status and details of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementRestructuring. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company▇▇▇▇▇▇▇ shall, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement to, at ▇▇▇▇▇▇▇’▇ sole cost and expense, undertake the steps restructuring transactions set forth on Schedule 6.11 Exhibit I (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior in the manner described on such Exhibit I, including (a) the transfer by ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Retained Subsidiaries to an ▇▇▇▇▇▇▇ Contributed Subsidiary of each ▇▇▇▇▇▇▇ Contributed Asset, (b) the Closing. Seller shall not be entitled to modifyassumption by an ▇▇▇▇▇▇▇ Contributed Subsidiary of each ▇▇▇▇▇▇▇ Assumed Liability, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant the transfer by each ▇▇▇▇▇▇▇ Contributed Subsidiary to the Pre-Closing Restructuring shall ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of each asset of such ▇▇▇▇▇▇▇ Contributed Subsidiary that would be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required ▇▇▇▇▇▇▇ Excluded Asset were it held by any representations or warranties or recourse set forth in this Agreement applicable to such transfers an ▇▇▇▇▇▇▇ Retained Subsidiary and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality assumption by ▇▇▇▇▇▇▇ or an ▇▇▇▇▇▇▇ Retained Subsidiary of Section 6.11(c)each Liability of an ▇▇▇▇▇▇▇ Contributed Subsidiary that would be an ▇▇▇▇▇▇▇ Excluded Liability were it a Liability of an ▇▇▇▇▇▇▇ Retained Subsidiary. Notwithstanding the foregoing, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party ▇▇▇▇▇▇▇ shall not, and shall cause its respective Affiliates not to, bring (A) transfer any claim assets, properties or businesses of any ▇▇▇▇▇▇▇ Contributed Subsidiary to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than any asset that would be an ▇▇▇▇▇▇▇ Excluded Asset were it held by an ▇▇▇▇▇▇▇ Retained Subsidiary) or (B) transfer to any ▇▇▇▇▇▇▇ Contributed Subsidiary, or have any ▇▇▇▇▇▇▇ Contributed Subsidiary otherwise assume, any Liabilities of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Retained Subsidiary (other than the ▇▇▇▇▇▇▇ Assumed Liabilities). The Pre-Closing Restructuring shall be consummated in compliance with Applicable Law and pursuant to documentation that Aspen has had a reasonable opportunity to review and comment upon (which final documentation shall incorporate such reasonable comments of Aspen). The Pre-Closing Restructuring may be amended or modified by ▇▇▇▇▇▇▇ so long as such amendments or modifications would not reasonably be expected, individually or in the aggregate (1) to be material to Newco and its Subsidiaries (after giving effect to the Closing) (including for breach any new material Liability), (2) to prevent or materially delay the consummation of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions, (3) against to materially interfere with, prevent or materially delay the other Party ability of Aspen or, following the Closing, Newco or any of its Affiliates Subsidiaries to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (4) to change in respect any material way the scope of the Echo Business being transferred to Newco under this Agreement or based the allocation of assets and Liabilities contemplated by this Agreement, (5) to impose restrictions on the business of Newco following the Closing (other than pursuant to the Tax Matters Agreement) or (6) to result in material adverse Tax consequences to Aspen, its Affiliates, Newco or any ▇▇▇▇▇▇▇ Contributed Subsidiary that would not be the subject of indemnification by ▇▇▇▇▇▇▇ under the Tax Matters Agreement; provided that, in each case, ▇▇▇▇▇▇▇ shall reasonably in advance consult in good faith with Aspen in connection with, and provide Aspen with written notice of, any such amendments and modifications. ▇▇▇▇▇▇▇ shall keep Aspen reasonably informed, upon any request, of the status and details of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementRestructuring. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyParent shall, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” andto, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign complete the Pre-Closing Restructuring Plan without in accordance with Exhibit 1.1(a) at its sole expense. Parent shall (i) keep Buyer reasonably informed in respect of the actions and steps taken to complete the Pre-Closing Restructuring and consider, in good faith, any reasonable requests of Buyer with respect thereto, (ii) to the extent not executed prior written consent to the date hereof, provide Buyer with a reasonable opportunity to review all agreements and other instruments to be executed in connection with the Pre-Closing Restructuring prior to their execution, delivery or implementation (which agreements and instruments shall be consistent with the Pre-Closing Restructuring and the terms and conditions of Buyerthis Agreement), which consent will not shall consist of Local Transfer Agreements to the extent the transfer of any portion of the Business is in a jurisdiction where such transfer is required to be unreasonably withheldaccomplished pursuant to a Local Transfer Agreement, conditioned or delayed. and (ciii) All transfers pursuant consider, in good faith, any reasonable requests by, and comments of, Buyer timely delivered with respect to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits such actions, steps, agreements and schedules, the “Pre-Closing Restructuring Agreements”) to effect instruments). Through the Pre-Closing Restructuring Restructuring, Parent shall cause all of the Transferred Assets to be transferred to, and only the Liabilities to the extent related to the Transferred Assets or the Business, other than any Liabilities to the extent related to assets of the Retained Business which is not have any effect on being transferred to the value being given or received by SellerCompanies (the “Transferred Liabilities”) to be transferred to and assumed by, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this AgreementCompanies. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to To the extent that the provisions of a Local Transfer Agreement or any other agreements and other instruments that are executed in connection with the Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of the Business): (A) the provisions of this Agreement shall prevail; and (B) so far as permissible under applicable Law of the Seller Group relevant jurisdiction and so far as any such adjustment will not jeopardize or delay the Closing, Parent or any of its Affiliates and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Local Transfer Agreement or other agreement or instrument to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (eb) Each In the event that, before the Closing, either Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating submits a written request to the Transactions) against the other Party to amend or modify any of its Affiliates in respect of or based upon any steps of the Pre-Closing Restructuring Agreementsset forth in Exhibit 1.1(a), except the other Party shall reasonably cooperate with such Party and consider in good faith such amendment or modification; provided, that Parent shall not make any such amendment or modification without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) to the extent necessary to enforce such amendment or modification would adversely impact Buyer, any transfer of Company or its assets, or the Business in any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreementmaterial respect. (fc) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer If any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver portion of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will has not been completed by the Closing (an “Incomplete Restructuring Action”) and the Incomplete Restructuring Action (i) has a detrimental effect on Buyer’s ability to make progress pursuant to an agreed Transition Services Agreement project plan or otherwise meet the Estimated Exit Date set forth on Annex A to the Transition Services Agreement or (ii) results in a cost, expense or other Liability to Buyer or the Companies that they would not otherwise have incurred if such Incomplete Restructuring Action had been completed prior to the Closing, then (A) in the case of clause (i), the term of the Transition Services Agreement with respect to the impacted Service Class (as defined in the Transition Services Agreement) shall be deemed permitted to be consummated and extended beyond twelve (2) from and after the Closing until the earliest of (x) eighteen (1812) months following the Closing without an increase to the associated fees for such Service Class solely for the same amount of time by which the Incomplete Restructuring Action was delayed following the Closing and (B) in the case of clause (ii), Parent shall be responsible for the costs, expenses and other Liabilities incurred by Buyer and the Companies that they otherwise would not have incurred if such Incomplete Restructuring Action had been completed prior to the Closing. If an Incomplete Restructuring Action has not been completed as of the Closing, Parent will (x) complete such Incomplete Restructuring Action as promptly as possible following the Closing (including the satisfaction of all conditions precedent specified in the India Transfer Agreement) and (y) such time as such consentsprovide the necessary services, approvals or waivers are obtainedmake any necessary arrangements, to ensure that Buyer receives the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer wouldbenefit of the assets subject to the Incomplete Restructuring Action, in compliance with Laweach case, obtain at Parent’s cost. For the benefits and assume avoidance of doubt, if the obligations and bear SEZ Transfer has not been completed as of the economic burdens associated with such Acquired AssetClosing, claim, right Buyer shall cause the Delayed Payment Amount to be paid to (or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (iias designated by) under which Terafina Software Solutions Private Limited upon consummation of the Seller Group would enforce SEZ Transfer following the Closing as consideration for the benefit assets transferred pursuant thereto, as contemplated by the Pre-Closing Restructuring. (and at d) In connection with the expense) of Buyer any and all completion of the Seller Groups’ rights against a third party associated with such Acquired AssetPre-Closing Restructuring, claim, right or benefit, Parent and Digital First will enter into the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), Patent and the Company would assume the obligations and bear the economic burdens associated therewithTechnology License Agreement.

Pre-Closing Restructuring. (a) Prior As soon as reasonably practicable after the date of this Agreement and prior to completion of the ClosingContribution, SPAC shall (i) Seller agrees to form the CompanySPAC Subsidiary A as a Delaware corporation and wholly owned Subsidiary of SPAC, (ii) Seller agrees as promptly as practicable following the formation of SPAC Subsidiary A, cause SPAC Subsidiary A to contribute, convey, transfer, assign form SPAC Subsidiary B as a Delaware corporation and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear wholly owned Subsidiary of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets SPAC Subsidiary A and (iii) Seller as promptly as practicable following the formation of SPAC Subsidiary B, cause SPAC Subsidiary B to form Company Merger Sub as a Delaware corporation and wholly owned Subsidiary of SPAC Subsidiary B, in each case pursuant to the DGCL (such formations, the “SPAC Pre-Closing Restructuring”). Each of the SPAC Subsidiaries shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their termsbe treated as a corporation for U.S. federal income tax purposes. (b) Notwithstanding anything to As soon as reasonably practicable following completion of the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “SPAC Pre-Closing Restructuring Planand prior to the SPAC Merger, Pubco shall dissolve and liquidate each Pubco Merger Sub pursuant to the DGCL (such dissolutions, the “Pubco Pre-Closing Restructuring” and, such actionsand together with the SPAC Pre-Closing Restructuring, the “Pre-Closing Restructuring”). (c) prior SPAC and Pubco shall cooperate with each other and provide the Sellers and SoftBank (and their respective counsel) with a reasonable opportunity to review and comment on the Closing. Seller shall not be entitled documentation required to modify, amend or redesign effect the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayedand SPAC and Pubco shall consider in good faith any such comments. (cd) All transfers pursuant to The Parties agree that any fees, costs or expenses (including advisor fees and Taxes) incurred by or on behalf of SPAC or any Seller in connection with the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty considered Expenses for the purposes of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements reimbursed or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely paid in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer theretoSection 12.5(a). (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior From time to time prior to the ClosingClosing Date, (iSphinx shall perform restructuring activities to effect the reorganization of legal entities to separate the Business from Sphinx’s other businesses as set forth on Schedule 2.8(a) Seller agrees to form of the Company, (ii) Seller agrees to contribute, convey, transfer, assign Sphinx Disclosure Letter and deliver, or to cause each of the Purchased Entities to be contributed, conveyed, transferred, assigned and delivered, treated as disregarded as an entity separate from its owner under Treasury Regulation Section 301.7701-3 prior to the CompanyClosing Date (collectively, and Seller shall cause the Company “Sphinx Pre-Closing Restructuring Steps”) in order to accept, free and clear of all Encumbrances, consummate the Purchase Transactions at the Closing. All Taxes (other than Permitted EncumbrancesTransfer Taxes, all which shall be borne one-half by each of Seller’s Sphinx and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed LiabilitiesArion) and other costs and expenses relating to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their termssuch Sphinx Pre-Closing Restructuring Steps shall be borne solely by Sphinx. (b) Notwithstanding anything From time to time prior to the contrary in this AgreementClosing Date, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement Arion shall perform the steps set forth on Schedule 6.11 2.8(b) of the Arion Disclosure Letter (collectively, the “Arion Pre-Closing Restructuring Plan” andSteps”) and such other steps (including any modifications or changes to the steps set forth on Schedule 2.8(b) of the Arion Disclosure Letter) that are necessary in order to consummate the Purchase Transactions at the Closing; provided that, Arion shall notify Sphinx as soon as practicable prior to the Closing Date as to any such actionsother steps and consider in Arion’s good faith discretion any reasonable comments made by Sphinx with respect thereto. All Taxes (other than Transfer Taxes, which shall be borne one-half by each of Sphinx and Arion) and other costs and expenses relating to such Arion Pre-Closing Restructuring Steps shall be borne solely by Arion. (c) From time to time prior to the Closing Date, Arion may provide a written request to Sphinx for (x) the formation of certain wholly-owned Subsidiaries of Sphinx (such Subsidiaries, the “Acquisition Entities”) prior to the Closing or (y) the Transfer of certain Purchased Assets to certain Purchased Entities and/or Acquisition Entities prior to Closing (collectively, the “Requested Sphinx Restructuring Steps” and together with the Sphinx Pre-Closing Restructuring Steps, the “Sphinx Pre-Closing Restructuring”) ). Sphinx shall use its reasonable best efforts to cooperate with Arion in good faith to form such Acquisition Entities and effect such requested Transfers and other Requested Sphinx Restructuring Steps prior to Closing and shall provide Arion with documents, instruments and other evidence that each of the Purchased Entities are treated as disregarded as an entity separate from its owner under Treasury Regulation §301.7701-3 prior to the Closing. Seller shall not be entitled to modify, amend or redesign Closing Date and that the Sphinx Pre-Closing Restructuring Plan without has been consummated in accordance with the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Sphinx Pre-Closing Restructuring Steps; provided that (i) Sphinx shall not be on an “asrequired to take any Requested Sphinx Restructuring Steps to the extent that it would violate applicable Law or any Contract of Sphinx or its Subsidiaries and (ii) all reasonable and documented out-is,” “whereof-is” basis, without representation or warranty pocket costs and expenses of any kind or nature character (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed)other than Transfer Taxes, and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies borne one-half by each of drafts Sphinx and Arion) relating to or arising out of the Pre-Closing any Requested Sphinx Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring Steps shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer theretoborne by Arion. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Parent will cause its Affiliates, including the Transferred Companies and their respective Subsidiaries, to complete the transactions described on Section 5.17(a) of the Seller agrees to form Disclosure Schedule on the Company, terms described therein and (ii) Seller agrees to contributemay cause its Affiliates, convey, transfer, assign including the Transferred Companies and deliver, or to cause to be contributed, conveyed, transferred, assigned and deliveredtheir respective Subsidiaries, to complete the Companytransactions described on Section 5.17(b) of the Seller Disclosure Schedule on the terms described therein; provided, and however, that Parent shall have the ability to amend Section 5.17(a) or Section 5.17(b) of the Seller shall cause Disclosure Schedule after the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance date hereof with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which Purchaser (such consent will not to be unreasonably withheld, conditioned or delayed). (cb) All transfers pursuant If requested in writing by Purchaser at least fifteen (15) Business Days prior to the PreClosing Date, Parent shall, and shall cause its Subsidiaries to, cooperate with Purchaser and use commercially reasonable efforts to take such actions reasonably requested by Purchaser in order to, immediately prior to the Closing, convert any Transferred Company that is incorporated as a corporation under the Laws of any state of the United States into a single-Closing Restructuring member limited liability company of the same state that is treated as an entity disregarded from its owner for U.S. federal income tax purposes, in which case the limited liability company surviving such conversion will constitute a Transferred Company for all purposes of this Agreement; provided, that (i) neither Parent nor any of its Subsidiaries shall be on an “as-is,” “where-is” basis, without representation or warranty required to complete any such conversion unless Purchaser shall have notified Parent in writing that (x) all of any kind or nature (except to the extent required by any representations or warranties or recourse conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived (other than those conditions that be their nature are to be satisfied by actions taken at the Closing) and (y) Purchaser is ready, willing and able to consummate the transactions contemplated by this Agreement applicable on the date of such notice, (ii) Purchaser shall (x) reimburse Parent and its Subsidiaries for all out-of-pocket expenses incurred in connection with actions taken by Parent or any of its Subsidiaries at the request of Purchaser pursuant to such transfers this sentence and except that (y) indemnify, defend and hold harmless the Real Property will be conveyed by the Special Warranty Deed), and, Seller Indemnified Parties from and against any other Liabilities (for the avoidance of doubt, including Taxes and Liabilities under Contracts to which any agreements of Parent or instruments (including its Affiliates is a party) incurred or suffered by any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, of the Seller Group Indemnified Parties arising out of or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party actions taken by Parent or any of its Affiliates in respect Subsidiaries at the request of Purchaser pursuant to this sentence and (iii) any breach of, or based upon inaccuracy in, any representation or warranty of Parent and the Sellers that would not have occurred but for any action taken by Parent or any of its Subsidiaries at the Pre-Closing Restructuring Agreements, except request of Purchaser pursuant to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms this sentence shall be disregarded for all purposes of this Agreement. All such claims (except as referred For the avoidance of doubt, the failure of Parent or any of its Subsidiaries to aboveeffect any action or request to be taken under this Section 5.17(b) shall not be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, deemed a breach of this Agreement shall not constitute an agreement or otherwise affect the Parties’ ability to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on effect the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithtimely manner.

Pre-Closing Restructuring. (a) Prior Subject to Schedule 7.22 of the ClosingParent Disclosure Schedule, (i) Seller agrees to form the CompanyBuyer Parties, (ii) Seller agrees to contributeP▇ ▇▇▇▇▇▇▇, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller New BC shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement effectuate the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, and the “Pre-Closing Restructuring”) prior steps contemplated to take place following the Closing. Seller shall not be entitled to modify, amend or redesign Closings in the Pre-Closing Restructuring Plan (collective, the “Restructuring Plan”) in accordance with, and at or before the times referred to in, the Restructuring Plan. No more than thirty (30) days following the date of this Agreement, and subject in all respects to Schedule 7.22 of the Parent Disclosure Schedule, P▇ ▇▇▇▇▇▇▇ may amend the Restructuring Plan without the consent of Bidco; provided, however, that P▇ ▇▇▇▇▇▇▇ may not, without the prior written consent of Buyer, which Bidco (such consent will not to be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant ), make any amendment to the Pre-Closing Restructuring shall Plan if any such proposed amendment to the Restructuring Plan would reasonably be on an “as-is,” “where-is” basisexpected to (a) cause any Buyer Party or the Acquired Companies to violate any Legal Requirement or Contract in any material respect, without (b) cause any representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable of any PE Seller to become untrue or incorrect, (c) create or give rise to any loans or balances (i) between any of the Acquired Companies if settling such transfers loan or balance after the Closings would reasonably be expected to result in any incremental Tax or other cost for the Buyer Parties or the Acquired Companies or (ii) between any Acquired Company, on the one hand, and except that any PE Seller or any of its Affiliates (other than the Real Property will be conveyed by the Special Warranty DeedAcquired Companies), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given other hand, that would not be canceled or received terminated in accordance with Section 7.20 at or before the Closings pursuant to this Agreement, (d) involve entering into any covenant or agreement with any Governmental Entity that would impact any Buyer Party or the Acquired Companies in any material respect at any time following the Closings, (e) have a material adverse Tax impact on any Buyer Party or the Acquired Companies, or (f) materially delay the implementation of the Restructuring Plan beyond any timing requirements specifically set forth therein (any amendment described in this sentence, a “Seller Restructuring Amendment”). P▇ ▇▇▇▇▇▇▇ shall in good faith consult with the Buyer Parties as to each amendment to the Restructuring Plan proposed by Seller, P▇ ▇▇▇▇▇▇▇ (whether or not Bidco’s consent is required). In the Seller Group or Buyer, including event the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely Restructuring Plan is modified in accordance with this AgreementSection 7.22, Exhibit A shall be deemed to be automatically amended to reflect such modifications to the extent applicable. Seller P▇ ▇▇▇▇▇▇▇ shall (1) keep the Buyer Parties reasonably informed, including at the Buyer Parties’ request, of the status of the Restructuring Plan, (2) provide Buyer Parties with copies a reasonable opportunity to review and comment, which comments, if any, P▇ ▇▇▇▇▇▇▇ shall reasonably consider, on the material documents intended by P▇ ▇▇▇▇▇▇▇ to effect the Restructuring Plan and (3) without limiting the foregoing, revise such documents to reflect reasonable comments from the Buyer Parties with respect to (I) any governing or organizational documents of drafts any of Acquired Companies formed or amended in connection with the Pre-Closing Restructuring Agreements Plan, or (includingII) any document pursuant to which the Acquired Companies would have any right or obligation following the Closings, in each case, any exhibits or schedules theretoin this clause (3) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before extent the applicable step of the Pre-Closing Restructuring is effected and shall consider Buyer Parties believes in good faith any that such comments from are necessary to avoid an adverse effect to the Buyer theretoParties or the Acquired Companies. (db) Without limiting the generality of Section 6.11(c), The parties agree to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreementcovenants set forth on Schedule 7.22. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Companyshall, and Seller shall cause the Company to acceptits applicable Affiliates to, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement effect the steps Pre-Closing Restructuring in accordance with the Master Step Plan, as it may be amended in accordance herewith; provided that, the failure to complete any step set forth on Schedule 6.11 Exhibit A prior to the Closing, the completion of which is not a Closing condition under Section 7.1(c), shall not constitute a failure to perform, or breach or violation of, this Section 2.8 to the extent that Seller has used reasonable best efforts to cause such step to have been completed prior to the Closing; provided, further, that Seller shall, and shall cause its applicable Affiliates, to continue to use reasonable best efforts following the Closing to complete any portion of the Pre-Closing Restructuring not completed by the Closing, including in order to effect any Deferred Transfers. Seller shall (a) provide Purchaser with a reasonable opportunity to review any and all drafts of all certificates, filings and documentation (and any amendments or supplements thereto) relating to the Pre-Closing Restructuring (the “Pre-Closing Restructuring Plan” andDocuments”), such actionsdrafts of which shall be delivered to Purchaser at least seven (7) Business Days in advance of the effectiveness of the transactions contemplated therein or, if earlier, the “Pre-Closing Restructuring”execution thereof, (b) prior to the Closing. Seller shall not be entitled to modifyreasonably consult with Purchaser and consider Purchaser’s comments, amend or redesign the if any, on such Pre-Closing Restructuring Plan Documents in good faith and (c) in the event that Seller has not complied with clause (a) and clause (b), not execute any Pre-Closing Restructuring Document or consummate any transactions contemplated therein with respect to any sale, assignment, transfer, delivery or conveyance of any Purchased Assets or the assumption of any Assumed Liabilities, without the prior written consent of Buyer, which Purchaser (such consent will not to be unreasonably withheld, conditioned or delayed. ). An executed version of each of the Pre-Closing Restructuring Documents shall promptly be provided to Purchaser upon its execution. The Parties hereby acknowledge that, in order to facilitate the proper transfer of the Purchased Assets, the Assumed Liabilities and certain of the Transferred Business Employees to Purchaser and/or proper retention of the Excluded Assets and the Retained Liabilities by Seller and its Affiliates (cother than the NewCo Entities), Seller shall, and shall cause its applicable Affiliates to, contribute or otherwise transfer some or all of the Purchased Assets, the Assumed Liabilities and certain of the Transferred Business Employees to the NewCo Entities (other than U.K. NewCo) All transfers in accordance with the terms of the 28 Pre-Closing Restructuring. Notwithstanding anything to the contrary herein, each Purchased Asset, Assumed Liability and Transferred Business Employee so transferred to or assumed by one of the NewCo Entities (and, in the case of U.K. NewCo, each Purchased Asset, Assumed Liability and Transferred Business Employee already, prior to or as of the date of this Agreement, transferred to or assumed by U.K. NewCo) shall not be transferred to or assumed by Purchaser pursuant to Section 2.4 or Section 2.6, respectively, but instead shall be indirectly contributed or otherwise transferred to and assumed by Purchaser by virtue of the transfer of the NewCo Equity Interests. The Parties further hereby acknowledge that, immediately following completion of the Pre-Closing Restructuring, the India NewCo Equity Interests will be held entirely by U.S. NewCo and U.K. NewCo, and, notwithstanding anything to the contrary herein, the India NewCo Equity Interests shall not be transferred directly to Purchaser, but instead shall be indirectly purchased, acquired and accepted by Purchaser by virtue of the purchase, acquisition and acceptance of the NewCo Equity Interests pursuant to Section 2.3. Notwithstanding anything in this Agreement to the contrary, following the date of this Agreement and prior to the Closing, Seller may amend the Master Step Plan as may be reasonably necessary or desirable to implement the Pre-Closing Restructuring; provided that (A) any such amendment (x) shall not increase the Purchase Price or Purchaser Taxes, result in any unreimbursed cost, expense or Tax to Purchaser or any NewCo Entity (other than any cost, expense or Tax associated with Purchaser’s review of such amended Master Step Plan, including the fees and expenses of outside counsel and other professional advisors, which shall be the sole cost and expense of Purchaser), or any modification to the form of, or U.S. tax classification of any NewCo Entity, (y) that would reasonably be expected to have an adverse effect, other than a de minimis adverse effect, on the NewCo Entities (taken as a whole), Purchaser, Purchaser’s Affiliates, the GES Business (taken as a whole) or the Purchased Assets (taken as a whole), or otherwise reduce, other than in de minimis respects, the scope of the Purchased Assets or increase, other than in de minimis respects, the scope of Assumed Liabilities, may, in each case, be made only with the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed) and (B) Seller and its Affiliates shall bear any incremental costs, expenses and Taxes resulting from any changes to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of in connection with any kind or nature (except amendment to the extent required by Master Step Plan (other than any representations or warranties or recourse set forth in this Agreement applicable to cost and expense associated with Purchaser’s review of such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyeramended Master Step Plan, including the allocation fees and expenses of assets outside counsel and Liabilities as between the Seller Group and the Companyother professional advisors, all of which shall be determined solely in accordance with this Agreementthe sole cost and expense of Purchaser). Seller shall provide Buyer Purchaser with copies of a reasonable opportunity to review drafts of any proposed amendments to the Pre-Closing Restructuring Agreements Master Step Plan no later than seven (including, 7) Business Days in each case, any exhibits or schedules thereto) pursuant to which advance of the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before effectiveness of the applicable step of in the Pre-Closing Restructuring is effected Master Step Plan contemplated to be amended therein and shall Seller will reasonably consult with, and consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c)of, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred Purchaser in connection with complying any amendment to the Master Step Plan and shall promptly provide Purchaser with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewitha copy of any such Master Step Plans as amended.

Pre-Closing Restructuring. (a) Prior The Issuer and APLD shall effectuate and cause their respective Affiliates to the Closing, take all actions as are necessary to effectuate (i) Seller agrees to form Phase I of the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, pursuant to the “Pre-Closing Restructuring”) Restructuring Plan as soon as reasonably practicable (and, in any event, prior to the Initial Closing) and (ii) Phase II of the Pre-Closing Restructuring pursuant to the Pre-Closing Restructuring Plan prior to the applicable Additional Closing and, in each case, in accordance with applicable Law and the Governing Documents of the foregoing Persons. Seller Neither the Issuer nor APLD shall not be entitled make any changes or modifications to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyerthe Purchaser, which with such consent will not to be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant , solely to the extent such changes or modifications are reasonably expected to have an adverse effect on the Purchaser. The Issuer and APLD shall keep the Purchaser reasonably informed of the status of the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basisand provide the Purchaser and its advisors with a reasonable opportunity (and, without representation or warranty of in any kind or nature event, no fewer than five (except 5) Business Days prior to the extent required by consummation of the applicable portion of Phase II of the Pre-Closing Restructuring) to review all Contracts and other documents (including, for the avoidance of doubt, all Governing Documents of APLD Holdings and the Issuer and its Subsidiaries) to be executed or adopted in connection with the Pre-Closing Restructuring (the “Pre-Closing Restructuring Documents”). APLD and the Issuer shall cause its counsel to consider in good faith any representations reasonable comments of the Purchaser’s counsel thereto. (b) As part of the Pre-Closing Restructuring, and in each case in accordance with the terms of the Pre-Closing Restructuring Plan, prior to the Initial Closing, the Issuer and APLD shall, and shall cause their respective Affiliates and Subsidiaries to, take or warranties cause to be taken all actions, or recourse set forth do or cause to be done, and assist and cooperate with all other Parties in this Agreement applicable to such transfers and except that the Real Property will be conveyed doing, all things reasonably necessary, proper or advisable to: (i) transfer, assign or convey (A) any assets owned or held by the Special Warranty Deed)Group Companies that would constitute Retained Business Assets or (B) any liabilities or obligations of the Group Companies that constitute Retained Business Liabilities, andin each case, to APLD or another member of the APLD Group (excluding, for the avoidance of doubt, any agreements Group Company) such that, as of the Initial Closing, (x) the assets owned or instruments held by the Group Companies do not include any Retained Business Assets and (y) the liabilities and obligations of the Group Companies do not include any Retained Business Liabilities; provided, that prior to any such transfer, assignment or conveyance, the Issuer and APLD shall deliver written notice thereof to the Purchaser (which notice shall include a reasonably detailed description of each Retained Business Asset and Retained Business Liability proposed to be so transferred, assigned or conveyed) for the Purchaser’s review; and (ii) transfer, assign or convey the Specified HPC Assets (including the purchase orders set forth in Section 5.12(b)(ii) of the Disclosure Schedules) to the Issuer or another Group Company at no additional cost such that, as of the Closing, the Group Companies have good and valid title to, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the Specified HPC Assets (including the purchase orders set forth in Section 5.12(b)(ii) of the Disclosure Schedules), in each case free and clear of any related exhibits and schedulesEncumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, in the event the Issuer or APLD fails to take all actions contemplated by Section 5.12(b) as are necessary to effectuate Phase I of the Pre-Closing Restructuring or the applicable portion of Phase II of the Pre-Closing Restructuring (the “Pre-Closing Restructuring AgreementsTransfers”) prior to effect the Pre-Closing Restructuring shall not have any effect on applicable Individual Closing, unless waived in writing by the value being given Purchaser, each of the Issuer and APLD acknowledges and agrees that it shall, upon written request of the Purchaser, complete such Phase or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts portion of the Pre-Closing Restructuring Agreements in accordance with the terms of this Section 5.12(b) as promptly as practicable following such Individual Closing, but in any event no later than the Second Additional Closing. (includingc) In the event that, in each casefollowing the Initial Closing, any exhibits the Purchaser, the Issuer or schedules theretoAPLD discovers or becomes aware that: (i) pursuant a Group Company is identified by the Purchaser to which be subject to a Retained Business Liability (provided, that if APLD disagrees with such identification by the Pre-Closing Restructuring Purchaser, the Parties shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider attempt to resolve such dispute in good faith any comments from Buyer thereto. (d) Without limiting for 30 days and, thereafter, the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer dispute shall be resolved in accordance with this Agreement) additional toSection 7.4), the provisions of this Agreement: (A) the provisions Issuer shall, or shall cause the applicable Group Company to, return or transfer and convey (without further consideration) to APLD or the applicable member of this Agreement the APLD Group, as applicable, and APLD shall, or shall prevailcause such member of the APLD Group to, accept or assume such Retained Business Liability, as applicable (provided, that prior to any such return or transfer and conveyance, the Issuer and APLD shall deliver written notice thereof to the Purchaser (which notice shall include a reasonably detailed description of each Retained Business Liability proposed to be so returned or transferred and conveyed) for the Purchaser’s review); and (B) the Seller Group and Buyer Issuer shall, or shall cause the provisions applicable Group Company to, and APLD shall, or shall cause the applicable member of the relevant APLD Group to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary to effect the transfer of such Retained Business Liability to APLD or such member of the APLD Group, in each case, such that each Party is put into substantially the same economic position as if such action had been taken on or prior to the Initial Closing Date; and (ii) any asset held by APLD or any member of the APLD Group is ultimately identified by the Purchaser to be a Specified HPC Asset (provided, that if APLD disagrees with such identification by the Purchaser, the Parties shall attempt to resolve such dispute in good faith for 30 days and, thereafter, the dispute shall be resolved in accordance with Section 7.4), (A) APLD shall, or shall cause its applicable Affiliates to, return or transfer and convey (without further consideration) to the Issuer or the applicable Group Company, and the Issuer shall, or shall cause the applicable Group Company to, accept or assume such HPC Asset; and (B) the Issuer shall, or shall cause the applicable Group Company to, and APLD shall, or shall cause the applicable member of the APLD Group to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary to effect the transfer of such HPC Asset to the Issuer or the applicable Group Company, in each case, such that each party is put into substantially the same economic position as if such action had been taken on or prior to the Initial Closing Date. (d) Any and all fees, costs and expenses (including Taxes) arising out of or related to the Pre-Closing Restructuring Agreement (“Pre-Closing Restructuring Expenses”), including for the avoidance of doubt the Pre-Closing Restructuring Transfers, or otherwise arising out of or related to Section 5.12(c), shall be adjustedborne and paid by APLD without using any asset or cash of, to or obligation or liability to, the extent necessary to give effect to the provisions of this AgreementGroup Companies. (e) Each Party shall notThe Purchaser agrees and acknowledges that, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any as of the Pre-Closing Restructuring AgreementsEffective Date, except to the extent necessary to enforce any transfer Purchaser has accepted the Coreweave Leases for all purposes hereunder and under the A&R LLC Agreement and each of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) Coreweave Leases shall be brought deemed an Accepted Opportunity for all purposes set forth in accordance with, and be subject to the provisions, rights and limitations set out in, this A&R LLC Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements that such acceptance is a material inducement to the extent inconsistent with this Agreement. (f) Notwithstanding anything Issuer’s and APLD’s willingness to the contrary in this Agreement, enter into this Agreement shall not constitute an agreement and to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without consummate the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithTransactions.

Pre-Closing Restructuring. (a) Prior Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) of any Cash prior to the Closing, (i) Seller agrees to form the Company, and (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, prior to the CompanyClosing, Parent shall, and Seller shall cause its Subsidiaries to, take all necessary actions and steps to effectuate (A) the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest transactions set forth in, to and under the Acquired Assets in accordance with, Exhibit A hereto and (iiiB) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything Section 6.17(b), the transfer of assets and Liabilities relating to the contrary in this AgreementRetained Businesses from the Transferred Entities to a member of the Parent Group and the transfer of assets and Liabilities relating to the Business from the Parent Group to the Transferred Entities (collectively, the Parties acknowledge actions and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 in the foregoing clause (the “Pre-Closing Restructuring Plan” and, such actionsii), the “Pre-Closing Restructuring”) prior to the Closing). Seller Parent shall not be entitled to modify, modify or amend or redesign the actions and steps that comprise the Pre-Closing Restructuring Plan in any manner that would (i) reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or (ii) require Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) to take or refrain from taking any additional non-de minimis actions after the Closing to the extent such actions would not already have been expressly required by this Agreement but for such amendment or modification (including pursuant to Section 8.6), in each case, without the Purchaser’s prior written consent of Buyerconsent, which consent will shall not be unreasonably withheld, conditioned or delayed. (cb) All transfers pursuant Subject to Section 6.11, Section 6.12, Section 6.14, Section 6.18, Section 7.1 and Article VIII of the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basisAgreement, without representation or warranty of any kind or nature (except to in connection with the extent required by any representations or warranties or recourse transaction steps set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments Exhibit A: (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”i) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), prior to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent withDate, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) Parent shall, and shall cause each other member of the provisions Parent Group to, assign and transfer to the Transferred Entities (1) all of this Agreement shall prevail; the rights, properties and assets held by any member of the Parent Group that are exclusively or primarily related to the Business and (2) all of the Business Liabilities held by any member of the Parent Group, and (B) the Seller Group and Buyer Parent shall cause the provisions of the relevant Pre-Closing Restructuring Agreement applicable Transferred Entities to be adjustedaccept such rights, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, properties and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and assume and be subject responsible for the observance, performance and payment of such Business Liabilities; and (ii) prior to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted (A) Parent shall cause each Transferred Entity to assign and transfer or assignment thereof would be ineffective or a violation of Law, to the Parent Group (1) all of the Closing will still occur rights, properties and assets held by any Transferred Entity that are not exclusively or primarily related to the Pre-Closing Restructuring will be deemed to be consummated Business and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefitRetained Liabilities held by any Transferred Entity, and (B) Parent shall, or shall cause the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net applicable member of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f))Parent Group to, accept such rights, properties and assets and assume and be responsible for the Company would assume observance, performance and payment of such Retained Liabilities. Notwithstanding the obligations foregoing or anything else herein to the contrary, Parent shall not and bear shall not be required to transfer or cause to be transferred to the economic burdens associated therewithTransferred Entities any Shared Contracts or Shared Parent Contracts.

Pre-Closing Restructuring. (a) Prior At or prior to the Closing, the EDR Parties shall, and shall cause each of their applicable Subsidiaries and other members of the EDR Group and the Transferred Entities to, complete the Pre-Closing Restructuring described on Section 1.01(l) of the EDR Disclosure Letter (the “Pre-Closing Restructuring”) and the steps shown in such plan, the (“Pre-Closing Restructuring Steps”) pursuant to such Conveyancing and Assumption Instruments or such other Contracts, documents or instruments as the EDR Parties deem reasonably necessary to complete the Pre-Closing Restructuring. The EDR Parties shall keep TKO reasonably informed in respect of the actions of the Pre-Closing Restructuring and shall reasonably consult with TKO with respect to the form of the Conveyancing and Assumption Instruments or other Contracts, documents or instruments to be applied in effecting the Pre-Closing Restructuring. Notwithstanding anything to the contrary herein, the EDR Parties shall be permitted to amend or modify the Pre-Closing Restructuring Steps if such amendment or modification is determined by the EDR Parties to be reasonably necessary or appropriate to effect the transactions contemplated thereby; provided, however, that TKO’s prior written consent (not to be unreasonably conditioned, withheld or delayed) shall be required with respect to any material amendments or modifications that would reasonably be expected to (i) Seller agrees to form prevent or materially delay the Companyconsummation of the Transaction (including by reason of any newly required Consents or other approvals of any Governmental Authority in connection with the Transaction), or (ii) Seller agrees to contributehave a material and adverse economic effect on TKO, convey, transfer, assign and deliver, its Affiliates (including the Transferred Entities following the Closing) or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Businesses. Notwithstanding anything to the contrary in this Agreement, the TKO Parties acknowledge agree that no condition to the TKO Parties’ obligations to close the Transaction set forth in Section 9.02 shall be deemed not satisfied solely as a result of the EDR Parties’ breach of this Section 5.08, and agree thatnone of the EDR Parties or any of their Affiliates shall be liable to the TKO Parties or their Affiliates for any Losses resulting or arising from any breach of this Section 5.08, in each case with respect to the transfer of any Shared Contract, Delayed Asset (including the Specified Transferred Assets) or Non-Transferrable Liability contemplated by the Pre-Closing Restructuring, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group EDR Parties’ and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent Transferred Entities’ compliance with the terms of this Agreement. All Section 6.02 and Section 6.03 with respect to such claims (except as referred to above) shall be brought in accordance withShared Contract, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Delayed Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereofNon-Transferrable Liability, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithapplicable.

Pre-Closing Restructuring. Sellers shall consummate or cause to be consummated the transactions described on Exhibit A (a) Prior to such transactions set forth on Exhibit A, as the Closing, same may be amended (i) by mutual agreement between the US Seller agrees and Buyer from time to form the Company, time in accordance with Section 10.2 or (ii) by Seller agrees from time to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) time prior to the Closing. Seller shall not be entitled to modify, amend or redesign Closing with the Pre-Closing Restructuring Plan without the prior written consent of Buyer, Buyer (which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant ), being referred to as the “Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except Restructuring”) no later than immediately prior to the extent required by any representations or warranties or recourse set forth Closing. The Companies and the Transferred Subsidiaries shall declare and pay such dividends and make such distributions as are necessary in this Agreement applicable order to such transfers and except distribute, immediately prior to the Closing, all cash in the Company Group that the Real Property will be conveyed by the Special Warranty Deed), andis in excess of Minimum Cash (provided, for the avoidance of doubt, any agreements or instruments (including any related exhibits that such distributions shall be made and schedules, payable solely in cash and be paid prior to the “Pre-Closing). Sellers and Buyers agree to use reasonable efforts and cooperate in good faith between signing and Closing Restructuring Agreements”) in order to effect determine whether the Pre-Closing Restructuring can be implemented in the manner described on Exhibit L (rather than as described on Exhibit A) (such transactions set forth on Exhibit L being referred to as the “Alternative Pre-Closing Restructuring”) without adversely affecting any member of the Seller Group and their respective equity holders. If Sellers reasonably determine in good faith that the Alternative Pre-Closing Restructuring may be implemented without adversely affecting any member of the Seller Group and its respective equity holders, the Sellers and Buyer will implement the Alternative Pre-Closing Restructuring; provided, that (i) the incurrence of out-of-pocket expenses by any member of the Seller Group that are reimbursed by Buyer shall not have be considered to adversely affect any effect on the value being given or received by Seller, member of the Seller Group or Buyertheir respective equity holders, including (ii) the allocation fact that the Sellers will own two additional legal entities will not be considered to adversely affect any member of assets and Liabilities as between the Seller Group or its respective equity holders and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts (iii) if Sellers reasonably determine that implementation of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Alternative Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest adversely affect any member of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group or its respective equity holders, Sellers will cooperate reasonably with Buyer in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit good faith to identify (and at if identified implement) an alternative to the expense) of Buyer any and all of Alternative Pre-Closing Restructuring that accomplishes the Seller Groups’ rights against a third party associated with same objectives without having such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewithan adverse effect.

Pre-Closing Restructuring. (a) Prior to the ClosingPrincipal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) Seller agrees shall use reasonable best efforts to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and delivereffect, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to acceptother Sellers or the Transferred Entities, free and clear of at all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities times in accordance with their terms. applicable Law (bincluding notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) Notwithstanding anything the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the contrary Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Parties acknowledge and agree Transferred Entities that, subject to the receipt if a Liability of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authoritya Retained Entity, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (the “Pre-Closing Restructuring Plan” and, such actionscollectively, the “PreNon-Closing RestructuringBusiness Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate, (A) to interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the Closing. Seller completion of any or all such Restructurings shall not be entitled a condition to modifyany Closing, amend (3) any documents, instruments or redesign external communications executed or delivered in order to give effect to the Pre-Closing Restructuring Plan Restructurings shall either (x) be in form and substance reasonably satisfactory to Buyer or (y) be subject to an indemnity from Emerald in favor of Buyer with respect to Losses arising therefrom (provided further that, in each case, with respect to Business Policies, such Restructurings shall include the transfer of Business Renewal Rights) (4) no Restructurings in respect of any Brexit Assets shall be completed without the prior written consent of Buyer, which consent will Buyer (not to be unreasonably withheld, conditioned or delayed. ) and (c5) All transfers pursuant with respect to Jewel UK Newco, (x) in relation to Business Policies, such Restructurings (I) shall include the Pre-Closing Restructuring transfer of Business Renewal Rights and (II) shall be on an “as-is,” “where-is” basisnot include the assignment, without representation novation or warranty other transfer of any kind or nature client Contracts unless such agreements are Specified Brokerage Contracts, and (except y) in relation to all other agreements, Sapphire shall consult in good faith with the extent required by any representations or warranties or recourse set forth Buyer in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts respect of the Pre-Closing Restructuring Agreements (includingimplementation of assignments, in each case, any exhibits novations or schedules thereto) pursuant other transfers of such other agreements to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected Jewel UK Newco and shall consider in good faith any Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with updates from Buyer theretotime to time on the status of the Restructurings. (db) Without limiting As promptly as practicable following the generality of Section 6.11(cRelevant Closing, Sapphire, Buyer and their respective Affiliates shall use reasonable best efforts to effect, or cause to effect, all transfers and actions as are necessary so that the transactions set forth on Schedule 2.06(b) shall be consummated (the “Post-Closing Restructuring” ). Until transferred, the equity, assets and liabilities subject to the extent that the provisions of a PrePost-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer shall be held in accordance with this AgreementSection 5.05(b) additional toas if such equity, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtainedasset, or if an attempted transfer or assignment thereof would be ineffective or liability were a violation of Law, (1) the Closing will still occur and the Pre“Non-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Assignable Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.”

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyParent shall, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” andto, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign complete the Pre-Closing Restructuring Plan without in accordance with the prior written steps plan set forth on Exhibit 1.1(a). Parent shall keep Buyer reasonably informed in respect of the actions of the Pre-Closing Restructuring. Each agreement, arrangement, instrument and document to give effect to the Pre-Closing Restructuring, including the IP Assignment Agreements (each, a “Restructuring Agreement”) to be executed by Parent or any of its Affiliates shall be in form and substance reasonably acceptable to the Buyer (with the Buyer’s consent of Buyer, which consent will not to be unreasonably withheld, conditioned or delayed. ), and prior to executing (cor permitting any of its Subsidiaries to execute) any Restructuring Agreement, Parent shall provide the Buyer with a reasonable opportunity to review and comment thereon. In addition, Parent shall, and shall cause its Affiliates to, provide to the Buyer for its prior review copies of all filings, submissions and correspondence relating to any filings or any consents, approvals or agreements of any Governmental Entities or other Persons that are or may become necessary, appropriate or desirable to be made or obtained, as applicable, in connection with consummating the Pre-Closing Restructuring. Parent shall consider in good faith all reasonable comments of the Buyer on such filings, submissions and correspondence. All transfers pursuant to costs, fees and expenses incurred as a result of or in connection with (or that would be incurred as a result of or in connection with) the Pre-Closing Restructuring (including all Taxes incurred in connection therewith) shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature borne solely by Parent (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), andwhich, for the avoidance of doubt, any agreements shall be Excluded Liabilities). (b) In the event that, before the Closing, either Party submits a written request to the other Party to amend or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect modify the Pre-Closing Restructuring shall not have any effect on the value being given or received by SellerSteps set forth in Exhibit 1.1(a), the Seller Group or Buyer, including the allocation of assets other Party shall reasonably cooperate with such Party and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c)such amendment or modification, to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each but such other Party shall not, and shall cause determine in its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant sole discretion exercised in good faith whether to agree to such amendment or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreementmodification. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear shall take (or cause one or more of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement take) the steps set forth on Schedule 6.11 (actions described in Sections 1.1 through 1.4 to consummate the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”. The Company shall (i) prior keep PropCo Buyer and OpCo Buyer reasonably informed with respect to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan and shall not amend any Pre-Closing Restructuring steps without the prior written consent of BuyerPropCo Buyer and OpCo Buyer and (ii) prior to executing any documents to effectuate the Pre-Closing Restructuring, which consent will submit such documents to PropCo Buyer and OpCo Buyer as far in advance as is reasonably practicable for their review and approval (such approval not to be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant and give due consideration to all reasonable additions, deletions or changes suggested by PropCo Buyer and/or OpCo Buyer. PropCo Buyer may propose, and shall consult in good faith with OpCo Buyer with respect to, reasonable amendments or modifications to the Pre-Closing Restructuring steps, and each other Party shall be on an “as-is,” “where-is” basis, without representation use commercially reasonable efforts to take (or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant one or indemnity relating to the Transactions) against the other Party or any more of its Affiliates in respect of to take) the actions required or based upon any of advisable to effect such amendments or modifications proposed by PropCo Buyer, provided that (a) PropCo Buyer has irrevocably notified each other Party that it stands ready, willing and able to consummate the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner Merger consistent with the terms of this Agreement. All , (b) such claims amendments or modifications would not reasonably be expected to adversely impact in any material respect OpCo Buyer’s obligations under the Tax Matters and Indemnity Agreement or create additional financial or other material obligations or liabilities for OpCo Buyer, the Company or any of its Subsidiaries (except as referred to above) provided that if such amendments or modifications would not result in the obligations or liabilities of such Person being more than they otherwise would have been had such amendment or modification not been made, then such amendment or modification shall not be brought in accordance withconsidered materially adverse), and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (yc) such time as such consents, approvals amendments or waivers are obtained, modifications would not reasonably be expected to alter the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) form of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred consideration payable in connection with complying with this Section 6.11(f))the Merger, and change the Merger Consideration payable to the shareholders of the Company would assume or change the obligations and bear Tax treatment of the economic burdens associated therewithMerger described in Section 1.9.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the CompanyParent shall, and Seller shall cause its applicable Subsidiaries to, perform certain restructuring activities necessary so that the Transferred Entities will become Subsidiaries of the Company to accept(the “Restructuring”). The Restructuring shall consist of those steps, free actions and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps matters set forth on Schedule 6.11 Section 5.8 of the Disclosure Letter and in no event will Parent or its Affiliates allocate or otherwise assign any liabilities to any member of the Company Group in connection with the Restructuring (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), andprovided that, for the avoidance of doubt, , (i) any agreements or instruments (including any related exhibits and schedules, liability of the “Pre-Closing Restructuring Agreements”) to effect Transferred Entities will be retained by the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Company Group and (ii) any liability allocated to the Company, all Company Group in any of which shall be determined solely the Transaction Agreements will remain a liability of the Company Group in accordance with this Agreementthe terms thereof). Seller shall provide Buyer with copies of drafts Any material changes to Section 5.8 of the PreDisclosure Letter proposed by Parent after the date hereof and at any time prior to the Closing shall be subject to Buyer’s prior written consent, with such changes that are approved in writing by the Buyer to be incorporated into a revised, amended and restated Section 5.8 of the Disclosure Letter. (b) Following the Restructuring, Parent shall retain in perpetuity the sole and exclusive right to waive the joint-Closing Restructuring Agreements client privilege held by Parent and the Company and/or any of the Transferred Entities covering legal services rendered at any time, irrespective of what information or communications the privilege covers, regardless of whether the privileged material is a communication solely between Parent’s (includingor its Affiliates’) attorneys and the Company and/or the Transferred Entities. Parent shall retain this right in all circumstances, including circumstances in each casewhich there is adversity between Parent and the Company and/or any of the Transferred Entities, any exhibits or schedules theretoand none of the Transactions shall affect this retention. (c) pursuant to which For the Pre-Closing avoidance of doubt, all steps of the Restructuring shall be effected, in each case, at a reasonable time before the completed by Parent or its applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), Subsidiaries prior to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent substantially concurrent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this AgreementClosing. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that (i) nothing in this Agreement shall prohibit or restrict the transfer (by distribution or otherwise) of any cash or cash equivalents prior to the Closing, (i) Seller agrees to form the Company, and (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, prior to the CompanyClosing, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s Parent and its Affiliates’ right, title Subsidiaries shall take all necessary actions and interest in, steps to and under effectuate (A) the Acquired Assets transactions set forth in Exhibit A hereto and (iiiB) Seller shall cause consistent with Section 6.19(b), the Company to agree to accept transfer of assets and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything liabilities relating to the contrary in this AgreementRetained Businesses from the Transferred Entities to a member of the Parent Group and the transfer of assets and liabilities relating to the Business from the Parent Group to the Transferred Entities (collectively, the Parties acknowledge actions and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 in clause (the “Pre-Closing Restructuring Plan” and, such actionsii), the “Pre-Closing Restructuring”) prior to the Closing). Seller Parent shall not be entitled to modify, modify or amend or redesign the actions and steps that comprise the Pre-Closing Restructuring Plan in any manner that would (i) reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) or (ii) require the Purchaser or any of its Affiliates (including, after the Closing, the Transferred Entities) to take or refrain from taking any additional non-de minimis actions after the Closing to the extent such actions would not already have been expressly required by this Agreement but for such amendment or modification (including pursuant to Section 8.8), in each case, without Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Parent shall not choose a jurisdiction of formation for any entity, or select a corporate form for a transaction not designated in Exhibit A as of the date hereof without the prior written consent of BuyerPurchaser, which consent will not to be unreasonably withheld, conditioned or delayed. (cb) All transfers pursuant Subject to Section 6.11, Section 6.12, Section 6.14, Section 6.22, Section 7.1, Section 7.6 and Article VIII of the Agreement, in connection with the transaction steps outlined in Exhibit A: (i) prior to the Pre-Closing Restructuring Date, (A) Parent shall, and shall be on an “as-is,” “where-is” basiscause each other member of the Parent Group to, without representation or warranty of any kind or nature (except assign and transfer to the extent required Transferred Entities (1) all of the rights, properties and assets held by any representations member of the Parent Group that are exclusively or warranties or recourse set forth in this Agreement primarily related to the Business and (2) all of the Business Liabilities held by any member of the Parent Group, and (B) Parent shall cause the applicable Transferred Entities to accept such transfers rights, properties and except that the Real Property will assets and assume and be conveyed by the Special Warranty Deed), and, responsible for the avoidance observance, performance and payment of doubtsuch Business Liabilities; and (ii) prior to the Closing Date, (A) Parent shall cause each Transferred Entity to assign and transfer to the Parent Group (1) all of the rights, properties and assets held by any agreements Transferred Entity that are not exclusively or instruments primarily related to the Business and (including 2) all of the Retained Liabilities held by any related exhibits Transferred Entity, and schedules(B) Parent shall, or shall cause the “Pre-Closing Restructuring Agreements”) to effect applicable member of the Pre-Closing Restructuring shall not have any effect on Parent Group to, accept such rights, properties and assets and assume and be responsible for the value being given or received by Sellerobservance, the Seller Group or Buyerperformance and payment of such Retained Liabilities. The parties agree that such assignment, including the allocation assumption and transfer of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) made pursuant to which the Pre-Closing Restructuring shall be effectedinstruments of assignment, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected assumption and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementApproved Form. (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign The Issuer and deliver, or to APLD shall effectuate and cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts Affiliates to implement take all actions as are necessary to effectuate the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, pursuant to the “Pre-Closing Restructuring”) Restructuring Plan in the Agreed Form as soon as reasonably practicable (and, in any event, prior to the Closing) and in accordance with applicable Law and the Governing Documents of the foregoing Persons. Seller Neither the Issuer or APLD shall not be entitled make any changes or modifications to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyerthe Purchaser, which with such consent will not to be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant , solely to the extent such changes or modifications are reasonably expected to have an adverse effect on the Purchaser. The Issuer and APLD shall keep the Purchaser reasonably informed of the status of the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basisand provide the Purchaser and its advisors with a reasonable opportunity (and, without representation or warranty of in any kind or nature event, no fewer than five (except 5) Business Days prior to the extent required by consummation of the Pre-Closing Restructuring) to review all Contracts and other documents (including, for the avoidance of doubt, all Governing Documents of APLD Holdings and the Issuer and its Subsidiaries) to be executed or adopted in connection with the Pre-Closing Restructuring (the “Pre-Closing Restructuring Documents”). APLD and the Issuer shall cause its counsel to consider in good faith any representations reasonable comments of the Purchaser’s counsel thereto. (b) As part of the Pre-Closing Restructuring, and in each case in accordance with the terms of the Pre-Closing Restructuring Plan, prior to the Closing, the Issuer and APLD shall, and shall cause their respective Affiliates and Subsidiaries to, take or warranties cause to be taken all actions, or recourse set forth do or cause to be done, and assist and cooperate with all other Parties in this Agreement applicable to such transfers and except that the Real Property will be conveyed doing, all things reasonably necessary, proper or advisable to: (i) transfer, assign or convey (A) any assets owned or held by the Special Warranty Deed)Group Companies that would constitute Retained Business Assets or (B) any liabilities or obligations of the Group Companies that constitute Retained Business Liabilities, andin each case, to APLD or another member of the APLD Group (excluding, for the avoidance of doubt, any agreements Group Company) such that, as of the Closing, (x) the assets owned or instruments held by the Group Companies do not include any Retained Business Assets and (including y) the liabilities and obligations of the Group Companies do not include any related exhibits Retained Business Liabilities; provided, that prior to any such transfer, assignment or conveyance, the Issuer and schedulesAPLD shall deliver written notice thereof to the Purchaser (which notice shall include a reasonably detailed description of each Retained Business Asset and Retained Business Liability proposed to be so transferred, assigned or conveyed) for the Purchaser’s review; and (ii) transfer, assign or convey the Specified HPC Assets to the Issuer or another Group Company at no additional cost such that, as of the Closing, the Group Companies have good and valid title to, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the Specified HPC Assets, in each case free and clear of any Encumbrances, except for Permitted Encumbrances. Notwithstanding the foregoing, in the event the Issuer or APLD fails to take all actions contemplated by Section 5.12(b) as are necessary to effectuate the Pre-Closing Restructuring (the “Pre-Closing Restructuring AgreementsTransfers”) prior to effect the Closing, unless waived in writing by the Purchaser, each of the Issuer and APLD acknowledges and agrees that it shall, upon written request of the Purchaser, continue to complete the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with the terms of this Agreement. Seller Section 5.12(b). (c) In the event that, following the Closing, the Purchaser, the Issuer or A▇▇▇ discovers or becomes aware that: (i) a Group Company is identified by the Purchaser to be subject to a Retained Business Liability (provided, that if APLD disagrees with such identification by the Purchaser, the Parties shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant attempt to which the Pre-Closing Restructuring shall be effected, in each case, at a reasonable time before the applicable step of the Pre-Closing Restructuring is effected and shall consider resolve such dispute in good faith any comments from Buyer thereto. (d) Without limiting for 30 days and, thereafter, the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer dispute shall be resolved in accordance with this Agreement) additional toSection 7.4), the provisions of this Agreement: (A) the provisions Issuer shall, or shall cause the applicable Group Company to, return or transfer and convey (without further consideration) to APLD or the applicable member of this Agreement the APLD Group, as applicable, and APLD shall, or shall prevailcause such member of the APLD Group to, accept or assume such Retained Business Liability, as applicable (provided, that prior to any such return or transfer and conveyance, the Issuer and APLD shall deliver written notice thereof to the Purchaser (which notice shall include a reasonably detailed description of each Retained Business Liability proposed to be so returned or transferred and conveyed) for the Purchaser’s review); and (B) the Seller Group and Buyer Issuer shall, or shall cause the provisions applicable Group Company to, and APLD shall, or shall cause the applicable member of the relevant APLD Group to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary to effect the transfer of such Retained Business Liability to APLD or such member of the APLD Group, in each case, such that each Party is put into substantially the same economic position as if such action had been taken on or prior to the Closing Date; and (ii) any asset held by APLD or any member of the APLD Group is ultimately identified by the Purchaser to be a Specified HPC Asset (provided, that if APLD disagrees with such identification by the Purchaser, the Parties shall attempt to resolve such dispute in good faith for 30 days and, thereafter, the dispute shall be resolved in accordance with Section 7.4), (A) APLD shall, or shall cause its applicable Affiliates to, return or transfer and convey (without further consideration) to the Issuer or the applicable Group Company, and the Issuer shall, or shall cause the applicable Group Company to, accept or assume such HPC Asset; and (B) the Issuer shall, or shall cause the applicable Group Company to, and APLD shall, or shall cause the applicable member of the APLD Group to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary to effect the transfer of such HPC Asset to the Issuer or the applicable Group Company, in each case, such that each party is put into substantially the same economic position as if such action had been taken on or prior to the Closing Date. (d) Any and all fees, costs and expenses (including Taxes) arising out of or related to the Pre-Closing Restructuring Agreement (“Pre-Closing Restructuring Expenses”), including for the avoidance of doubt the Pre-Closing Restructuring Transfers, or otherwise arising out of or related to Section 5.12(c), shall be adjustedborne and paid by APLD without using any asset or cash of, to or obligation or liability to, the extent necessary to give effect to the provisions of this AgreementGroup Companies. (e) Each Party Issuer shall not, and shall cause use its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant commercially reasonable efforts to have employed or indemnity relating otherwise engaged the Specified Employees on terms reasonably satisfactory to the TransactionsPurchaser within sixty (60) against days following the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Effective Date, any unless otherwise consented to in writing by Purchaser (such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consentsunreasonably withheld, approvals conditioned or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(fdelayed)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title Subsidiaries shall take all necessary actions and interest in, steps to and under effectuate the Acquired Assets and transactions set forth in Exhibit A hereto (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities as it may be modified in accordance with their terms. (b) Notwithstanding anything to the contrary in terms of this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (Section 6.21 the “Pre-Closing Restructuring Plan” and, such actionsall actions required to be taken pursuant to the Restructuring Plan, together with the actions to be taken under the Separation Plan, the “Pre-Closing Restructuring”) prior ). The agreements and instruments to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (c) All transfers pursuant to effectuate the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty of in form and substance reasonably acceptable to Purchaser. Seller shall (x) provide Purchaser with the opportunity to review any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) to effect documentation effectuating the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts of the Pre-Closing Restructuring Agreements (including, in each case, any exhibits or schedules thereto) pursuant to which or any other document or instrument effectuating the Pre-Closing Restructuring shall be effectedPlan or the Separation Plan, in each case, at a reasonable time before prior to the implementation of the applicable step of the Pre-Closing Restructuring is effected and shall Restructuring, (y) consider in good faith any comments from Buyer thereto. (d) Without limiting the generality Purchaser thereto and incorporate any reasonable comments provided by Purchaser in respect of Section 6.11(c), such documentation. Seller shall keep Purchaser reasonably informed on a timely basis with respect to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement: (A) the provisions of this Agreement shall prevail; and (Bz) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement not execute any such documentation without Purchaser’s prior written consent (such consent not to be adjustedunreasonably withheld, conditioned or delayed). Seller shall not be permitted to modify or amend the extent necessary Restructuring Plan or the Separation Plan without Purchaser’s prior written consent (such consent not to give effect be unreasonably withheld, conditioned or delayed; provided, it shall be unreasonable for Purchaser to the provisions withhold its consent if a modification or amendment would not reasonably be expected to have an adverse impact on Purchaser (and a de minimis and reimbursed adverse impact shall be deemed to not be an adverse impact)). For avoidance of this Agreement. (e) Each Party shall notdoubt, all costs and shall cause its respective Affiliates not to, bring any claim expenses (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the TransactionsTaxes) against the other Party or any of its Affiliates in respect of or based upon any imposed as a result of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) borne solely by Seller and/or its Affiliates (other than the CMA Approval which shall be governed by Section 6.9Transferred Entities), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.

Pre-Closing Restructuring. (a) Prior to the Closing, (i) The Seller agrees to form the Company, (ii) Seller agrees to contribute, convey, transfer, assign and deliver, or to cause to be contributed, conveyed, transferred, assigned and delivered, to the Company, and Seller Parties shall cause the Company to accept, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the Acquired Assets and (iii) Seller shall cause the Company to agree to accept and assume all Assumed Liabilities (and only the Assumed Liabilities) and to thereafter timely pay, discharge and perform the Assumed Liabilities in accordance with their terms. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that, subject to the receipt of necessary Third Party Consents and receipt of any necessary approvals from any Governmental Authority, Seller and its Affiliates will use their respective reasonable best efforts to implement the steps set forth on Schedule 6.11 (the “Pre-Closing Restructuring Plan” and, such actions, the “Pre-Closing Restructuring”) prior to the Closing. Seller shall not be entitled to modify, amend or redesign the Pre-Closing Restructuring Plan to be completed prior to Closing as contemplated by Schedule II, and shall keep Buyer reasonably informed with respect thereto. Buyer shall have the opportunity to review and comment on all documentation relating to the Pre-Closing Restructuring, which documentation shall be in form and substance reasonably acceptable to Buyer. Without limiting the generality of the foregoing, the Seller Parties shall cause (a) ScotCo to distribute £5,250,000 to its shareholders pursuant to a previously declared dividend, (b) marketable securities held by the Relevant Companies (other than EOCM) to be liquidated and held in cash as of the Closing unless otherwise agreed by Buyer, (c) all Taxes resulting from the Pre-Closing Restructuring that are imposed on the Company, ScotCo, and their Subsidiaries to be paid or fully accrued as liabilities in the calculation of Closing Working Capital and (d) all Excluded Assets to be distributed to Seller (without any ongoing Liability with respect thereto on the part of any Relevant Company) at or prior to Closing. Buyer and Seller shall also cooperate between the date hereof and the Closing with respect to the potential sale of EOCM by the Company, with the terms and conditions of any such sale of EOCM (and appropriate adjustments to this Agreement) subject to the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Buyer (c) All transfers pursuant to the Pre-Closing Restructuring shall be on an “as-is,” “where-is” basis, without representation or warranty it being understood that any such approved sale of any kind or nature (except to the extent required by any representations or warranties or recourse set forth in this Agreement applicable to such transfers and except that the Real Property EOCM will be conveyed by the Special Warranty Deed), and, for the avoidance of doubt, any agreements or instruments (including any related exhibits and schedules, the “Pre-Closing Restructuring Agreements”) deemed to effect the Pre-Closing Restructuring shall not have any effect on the value being given or received by Seller, the Seller Group or Buyer, including the allocation of assets and Liabilities as between the Seller Group and the Company, all of which shall be determined solely in accordance with this Agreement. Seller shall provide Buyer with copies of drafts part of the Pre-Closing Restructuring Agreements (includingRestructuring, in each case, any exhibits but such approved sale of EOCM shall not be required to be agreed upon or schedules thereto) pursuant to which the Precompleted pre-Closing Restructuring shall be effected, in each case, at a reasonable time before for the applicable step of the Pre-Closing Restructuring is effected and shall consider in good faith any comments from Buyer thereto. (d) Without limiting the generality of Section 6.11(c), to the extent that the provisions of a Pre-Closing Restructuring Agreement are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions purposes of this Agreement: (A) the provisions of this Agreement shall prevail; and (B) the Seller Group and Buyer shall cause the provisions of the relevant Pre-Closing Restructuring Agreement to be adjusted, to the extent necessary to give effect to the provisions of this AgreementSection 6.18 or Section 8.7). (e) Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Pre-Closing Restructuring Agreements, except to the extent necessary to enforce any transfer of any assets or liabilities in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any Pre-Closing Restructuring Agreements to the extent inconsistent with this Agreement. (f) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or waiver of a third party (including any Governmental Authority) (other than the CMA Approval which shall be governed by Section 6.9), would constitute a breach or other contravention thereof or a violation of Law. If, on the Closing Date, any such consent, approval or waiver has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, (1) the Closing will still occur and the Pre-Closing Restructuring will be deemed to be consummated and (2) from and after the Closing until the earliest of (x) eighteen (18) months following the Closing and (y) such time as such consents, approvals or waivers are obtained, the Seller Group will cooperate in a mutually agreeable arrangement (i) under which Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Acquired Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing or (ii) under which the Seller Group would enforce for the benefit (and at the expense) of Buyer any and all of the Seller Groups’ rights against a third party associated with such Acquired Asset, claim, right or benefit, and the Seller Group would promptly pay to Buyer when received all monies received by them under any such Acquired Asset, claim, right or benefit (net of the Seller Group’s expenses incurred in connection with complying with this Section 6.11(f)), and the Company would assume the obligations and bear the economic burdens associated therewith.