Common use of Shared Contracts Clause in Contracts

Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent that such failure results from a failure to use commercially reasonable efforts as required by this Section 2.1(f)(v).

Shared Contracts. (ia) Prior Any Contract that relates to both the Fortune Brands Business and the Cabinets Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 6.1(d) unless Fortune Brands determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 6.1(b) or to amend such Shared Contract as contemplated by Section 6.1(c), or unless treatment of such Shared Contract is expressly covered by the Employee Matters Agreement or the Transition Services Agreement. (b) If any Shared Contract can be partially assigned by its terms and Fortune Brands determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, Fortune Brands shall assign such Shared Contract in part to Cabinets, or another Cabinets Party designated by Cabinets, so that the Cabinets Parties will be entitled to the Closingbenefits and rights relating to the Cabinets Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, DevCo the partial assignment of such Shared Contract shall be effected in accordance with the terms of this Agreement, if and when such consent or approval is obtained or such other required action has been taken. Cabinets shall pay to Fortune Brands fair market consideration payable in cash in exchange for the partial assignment of such Shared Contract. (c) If Fortune Brands determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, from the Distribution Date to the two-year anniversary from the Distribution Date, Fortune Brands and Cabinets shall, and shall cause its Subsidiaries (including members of the DevCo Group) applicable Fortune Brands Parties and Cabinets Parties to, cooperate and use their respective commercially reasonable best efforts efforts, to obtain from(x) enter into an arrangement with the counterparty to such Shared Contract to amend such Shared Contract so as to delete all obligations therefrom (i) to the extent that such obligations relate to the Fortune Brands Business, and enter into a new Contract with the applicable counterparty which solely relates to cooperate the Fortune Brands Business, on substantially equivalent terms and conditions as are then in obtaining fromeffect under such Shared Contract, or (ii) to the extent that such obligations relate to the Cabinets Business, and enter into a new Contract with the applicable counterparty which solely relates to the Cabinets Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract and (y) Cabinets shall pay to Fortune Brands fair market consideration payable in cash in exchange for the amendment of such Shared Contract. (d) With respect to each Shared Contract that is not partially assigned or amended as contemplated by Section 6.1(b) or Section 6.1(c), from the Distribution Date to the two-year anniversary from the Distribution Date, Fortune Brands and Cabinets shall, and shall cause its Subsidiaries the applicable Fortune Brands Parties and Cabinets Parties to, cooperate in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Shared Contract and applicable law: (i) to provide the applicable Fortune Brands Party the benefits and obligations of any such Shared Contract with respect to the Fortune Brands Business, including members subcontracting, licensing, sublicensing, leasing or subleasing to the Fortune Brands Party any or all of the DevCo Group) rights and obligations with respect to enter intosuch Shared Contract with respect to the Fortune Brands Business. In any such arrangement, the Fortune Brands Parties will, with each third party respect to a that portion of the Shared Contract relating to the Fortune Brands Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, either (E) promptly reimburse the reasonable out-of-pocket costs and expenses of Cabinets and the applicable Cabinets Party related to such activities, (F) be entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any Cabinets Party with respect to such Shared Contract; and (ii) to provide the applicable Cabinets Party the benefits and obligations of any such Shared Contract with respect to the Cabinets Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Cabinets Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Cabinets Business. In any such arrangement, the Cabinets Parties will, with respect to that portion of the Shared Contract relating to the Cabinets Business, (A) a separate contract bear the sole responsibility for completion of the work or agreement provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable out-of-pocket costs and expenses of Fortune Brands and the applicable Fortune Brands Party related to such activities and (F) be entitled to receive copies of all correspondence and invoices delivered to or by any Fortune Brands Party with respect to such Shared Contract. (e) With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.1(d), Fortune Brands, on behalf of itself and each of the Fortune Brands Parties, shall indemnify, defend and hold harmless each of the Cabinets Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Cabinets Parties in a form reasonably acceptable connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to DevCo the Fortune Brands Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.1(d), Cabinets, on behalf of itself and SpinCo each of the Cabinets Parties, shall indemnify, defend and hold harmless each of the Fortune Brands Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Fortune Brands Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Cabinets Business. (a “New SpinCo Contract”f) that allocates No Fortune Brands Party or Cabinets Party shall be required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 6.1. (g) The parties shall follow the procedures specified in Article XII in the event of any dispute regarding the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on Fortune Brands Parties or the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations Cabinets Parties with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for that is the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent that such failure results from a failure to use commercially reasonable efforts as required subject of an arrangement contemplated by this Section 2.1(f)(v6.1(d).

Shared Contracts. (i) Prior Except as otherwise set forth in the Employee Matters Agreement, to the Closingextent applicable, DevCo shallManitowoc ParentCo and SpinCo agree as follows: (a) Manitowoc ParentCo will, and shall will cause its Subsidiaries (including the other members of the DevCo Group) Manitowoc ParentCo Group to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related specifically permitted by the applicable Manitowoc ParentCo Shared Contract and applicable law, assign such Manitowoc ParentCo Shared Contract in part to SpinCo and the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more applicable members of the SpinCo Group effective as of so that each party or the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than applicable members of its Group will be entitled to the SpinCo Group) benefits and rights relating to its or their business and will assume its or their related portion of any Liabilities under the applicable Manitowoc ParentCo Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (iib) In the event that If any third party under a Manitowoc ParentCo Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) partially assigned by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoingits terms, each of the DevCo Group party will, and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo other members of its Group to useto, cooperate and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate enter into an arrangement with the counterparty to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure each Manitowoc ParentCo Shared Contract to obtain any Third-Party Consent, except amend such Contract so as to delete all obligations therefrom to the extent that such failure results from obligations relate to the Foodservice Business, and enter into a failure new Contract with the applicable counterparty which solely relates to use commercially reasonable efforts the Foodservice Business, on substantially equivalent terms and conditions as are then in effect under such Manitowoc ParentCo Shared Contract; provided, however, that neither Manitowoc ParentCo nor SpinCo will be required to pay any consideration to any third Person in connection with implementing the arrangements contemplated by this Section 2.1(f)(v)2.7. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of such Manitowoc ParentCo Shared Contract will be effected in accordance with the terms of this Agreement. (c) With respect to each Manitowoc ParentCo Shared Contract for which the arrangements described in Section 2.7(b) could not be entered into prior to the Distribution Date, Manitowoc ParentCo and SpinCo will, and will cause the other members of its respective Group to, cooperate in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Manitowoc ParentCo Shared Contract and applicable law, to provide the SpinCo Group members the benefits and obligations of any such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the SpinCo Group members any or all of Manitowoc ParentCo Group’s rights and obligations with respect to such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business. In any such arrangement, SpinCo will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Manitowoc ParentCo Shared Contracts, and (v) promptly reimburse the reasonable costs and expenses of Manitowoc ParentCo and the other members of the Manitowoc ParentCo Group related to such SpinCo activities. (d) The foregoing terms will apply mutatis mutandis to any SpinCo Shared Contract. (e) The rights and obligations of Manitowoc ParentCo and SpinCo pursuant to this Section 2.7 will terminate 24 months after the Distribution Date.

Shared Contracts. (ia) Prior to the Closing, DevCo shall, The Parties acknowledge that Advisor Parent and shall cause its Subsidiaries (including members the Target Companies) are parties to certain of the DevCo GroupIdentified Contracts (collectively, the “Shared Contracts”) tothat relate in part to both (i) the operations or conduct of the business of the Target Companies and (ii) the operations or conduct of the business of Advisor Parent and its Subsidiaries other than the operations or conduct of business of the Target Companies (the “Retained Businesses”). Subject to Section 6.5(c), Advisor Parent and GNL shall cooperate with each other and use their respective commercially reasonable best efforts prior to obtain fromthe Closing (i) to cause each Shared Contract to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or amendment, or splitting or assigning in relevant part such Shared Contract), effective as of the Closing, between the Target Companies and to cooperate in obtaining from, Advisor Parent and shall, and shall cause its Subsidiaries (including members other than the Target Companies, pursuant to which Advisor Parent and its Subsidiaries other than the Target Companies will assume all of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each such Shared Contract as between that relate to the DevCo BusinessRetained Businesses, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in Target Companies will assume all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members business of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo BusinessTarget Companies, on the other hand; and (ii) in the case of Advisor Parent and its Subsidiaries other than the Target Companies, to cause the applicable counterparty to release the Target Companies, as applicable, from the obligations of Advisor Parent and its Subsidiaries other than the Target Companies arising after the Closing Date under the portion of the Shared Contract apportioned to Advisor Parent and its Subsidiaries other than the Target Companies and, in an equitable manner that is mutually the case of the Target Companies, to cause the applicable counterparty to release Advisor Parent and reasonably agreed its Subsidiaries other than the Target Companies from the obligations of the Target Companies arising after the Closing Date under the portion of the Shared Contract apportioned to by the DevCo Group Target Companies. Subject to Section 6.5(c), with respect to any Shared Contract for which the arrangements described in this Section 6.4(a) could not be entered into prior to the Closing, (i) Advisor Parent and GNL shall work in good faith to determine the SpinCo Group. In connection with the entering into feasibility of New SpinCo Contractsseparating such Shared Contract and (ii) if, notwithstanding such good-faith efforts, the Parties shall use their reasonable best efforts are unable to ensure that members of the DevCo Group are released by the third party with respect to all liabilities agree on a mutually satisfactory plan for separating any such Shared Contract, Advisor Parent and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall GNL will negotiate in good faith seek mutually acceptable alternative arrangements appropriate means for purposes of allocating rights (1) GNL and liabilities its Subsidiaries (including the Surviving Entities) to obtain the benefits and assume the obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation associated with the portion of such Shared Contract by any member relating to the business of the DevCo Group). Such alternative arrangements may include Target Companies for a subcontracting, sublicensing or subleasing arrangement under which SpinCo transitional period to be no longer than nine (9) months following the Closing and (2) Advisor Parent and its Subsidiaries would, in compliance with Law, to obtain the benefits under, and, to the extent first arising after the Effective Time, and assume the obligations and bear associated with the economic burdens associated with, portion of such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from the Retained Businesses for a transitional period. (b) From and after the Effective TimeClosing, such Liabilities shall(x) GNL shall indemnify and hold harmless Advisor Parent and its Subsidiaries against all Losses arising from or relating to the portion of any Shared Contract apportioned to the Target Companies, unless otherwise allocated pursuant (y) Advisor Parent shall indemnify and hold harmless GNL and its Subsidiaries (including the Surviving Entities) against all Losses arising from or relating to this Agreement, be allocated between the DevCo Group portion of any Shared Contract apportioned to Advisor Parent and its Subsidiaries other than the Target Companies and (z) GNL and the SpinCo Group as follows: (A) If Surviving Entities shall not extend the term or otherwise amend the terms of any Shared Contract in a Liability is incurred exclusively manner that would adversely affect any member of Advisor Parent and its Subsidiaries without Advisor Parent’s prior written consent, and Advisor Parent and its Subsidiaries shall not extend the term or otherwise amend the terms of any Shared Contract in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group manner that would adversely affect GNL or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertainsSurviving Entities without GNL’s prior written consent. (ivc) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment Notwithstanding anything to the other Party. (v) From the date hereof until the Effective Timecontrary in this Section 6.5, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except prior to the extent that such failure results from a failure Closing, Advisor Parent shall take or cause to use commercially reasonable efforts be taken all actions necessary to fully assign to the Target Companies the following lease agreements: (i) the Agreement of Lease dated as required of June 13, 2019 by this Section 2.1(f)(v)and between 650 Fifth Avenue Company and AR Global Investments, LLC and, (ii) the Lease Agreement, dated as of January 26, 2018, by and between ARG EXCNPTRI 01, LLC and AR Global Investments, LLC.

Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. Neither DevCo nor SpinCo shall have no any Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent that such failure results from a failure to use commercially reasonable efforts as required by this Section 2.1(f)(v).

Shared Contracts. (ia) Section 4.18(a) of the Seller Disclosure Letter contains a list of Contracts with third parties that relate to the Snacks Business but that are not exclusive to the Snacks Business, including with suppliers of goods and services to the Snacks Business as well as distributors of both Snacks Business products and other Seller products (the “Shared Business Contracts”). (b) Seller agrees, at Acquiror’s request, to use reasonable best efforts to cause each Shared Business Contract to be assigned in part to a Wimbledon Entity prior to the Closing Date or to appropriately amend such Shared Business Contract so that Acquiror shall, at and following the Closing, be entitled to the rights and benefits inuring to the Snacks Business under such Shared Business Contracts. In addition Seller will provide Acquiror with contact information for such third parties and introduce representatives of Acquiror to the Seller contacts at such third parties. (c) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, Seller will use their respective reasonable best efforts to obtain the consent (without charge to Acquiror) of any advertising agency or similar party to the assignment to Acquiror, as of the Effective Time, of the right to use previously created Snack Business advertising and promotional content. (d) To the extent that any supplier, distributor or other counterparty violates or otherwise breached any Shared Business Contract prior to the Closing Date, and such violation or other breach gives rise to the right of any member of the Seller Group that is a party thereto to assert any Action against such counterparty, Acquiror may, from and after the Closing, elect to give notice of such fact to Seller, in which event Acquiror and Seller will negotiate in good faith to determine (i) whether and how to proceed with such Action against such counterparty and (ii) how to allocate the costs of pursuing such cause of Action and any benefits that might arise from such Action. It is the intent of the Parties that, in respect of such Shared Business Contract, the costs of pursuing, and the benefits arising from, such Action will be allocated between Acquiror and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement Seller in a form reasonably acceptable manner proportionate to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between recoverable damages incurred by the DevCo Snacks Business, on the one hand, and the SpinCo Businessother businesses of the Seller Group, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains. (iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent that such failure results from a failure to use commercially reasonable efforts as required by this Section 2.1(f)(v).

Shared Contracts. (ia) Prior to the Non-Arriver Extraction Closing, DevCo shallQUALCOMM shall determine, with respect to each Shared Contract, whether, from and shall cause after the Non-Arriver Extraction Effective Time, (i) such Shared Contract will be retained by Veoneer and/or its Subsidiaries (including members any such Shared Contract, an “Arriver Shared Contract”), or (ii) such Shared Contract will be transferred to the Investor Group (any such Shared Contract, a “Non-Arriver Shared Contract”). Such determination shall be made by QUALCOMM in good faith in order to best effectuate the intended separation of the DevCo GroupArriver Business and the Non-Arriver Business and the intent of Section 3.1; provided that in no event will the allocation of Shared Contracts among the Arriver Business and Non-Arriver Business be effected in a manner that would give rise to additional notifications or approvals being required under Antitrust Laws or Investment Screening Laws. 3 Note to Draft: Schedule 3.5 to include terms of services to be provided between the Arriver and Non-Arriver Business on a long-term basis following closing. See initial illustrative draft of Schedule 3.5 at end of this document. 4 Note to Draft: Schedule 3.6 to include terms of certain commercial license arrangements to be entered into between the Arriver and Non-Arriver Business in connection with Arriver stack technology and IP. See initial illustrative draft of Schedule 3.6 at end of this document. (b) toFor any Shared Contract that QUALCOMM has determined shall be an Arriver Shared Contract, Investor and QUALCOMM shall use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely prior to the extent related to the SpinCo Business and arising after the Non-Arriver Extraction Effective Time to cause the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect counterparty to each Arriver Shared Contract to consent to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts partial assignment of those rights under such Arriver Shared Contract that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members Non-Arriver Business, and otherwise reasonably cooperate in good faith in respect of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other efforts for an applicable member of the SpinCo Investor Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo new Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations counterparty to the Arriver Shared Contract on substantially the same terms as exist under such Arriver Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Non-Arriver Extraction Effective Time; provided, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoinghowever, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which that nothing in this Section 2.1(f3.7(b) otherwise pertains. (iv) If DevCo shall require QUALCOMM or any of its Subsidiaries, on the one handAffiliates to make any payment or other concession to such counterparty, or SpinCo commence or participate in any of its SubsidiariesAction, on the other handin each case, receives any benefit or payment which under in connection with such Arriver Shared Contract. (c) For any Shared Contract was intended for the otherthat QUALCOMM has determined shall be a Non-Arriver Shared Contract, DevCo will cause the DevCo Group to use, Investor and SpinCo will cause the SpinCo Group to use, QUALCOMM shall use their respective reasonable best efforts to deliver such benefit or payment prior to the Non-Arriver Extraction Effective Time to cause the counterparty to each Non-Arriver Shared Contract to consent to the assignment of those rights under such Non-Arriver Shared Contract that relate to the Non-Arriver Business to the applicable member of the Investor Group and the retention of those rights under such Non-Arriver Shared Contract that relate to the Arriver Business by the applicable member of the Veoneer Group, and otherwise reasonably cooperate in good faith in respect of efforts for an applicable member of the Veoneer Group to enter into a new Contract with the counterparty to the Non-Arriver Shared Contract on substantially the same terms as exist under such Non-Arriver Shared Contract as of the Non-Arriver Extraction Effective Time; provided, however, that nothing in this Section 3.7(c) shall require Investor or any of its Affiliates to make any payment or other Partyconcession to such counterparty, or commence or participate in any Action, in each case, in connection with such Non-Arriver Shared Contract. (vd) From With respect to any Shared Contract for which the date hereof until arrangements described in Section 3.7(a) or Section 3.7(b), as applicable, could not be entered into prior to the Non-Arriver Extraction Effective Time, (i) QUALCOMM and during Investor shall work in good faith to determine the twelve feasibility of separating such Shared Contract and (12)-month period immediately following ii) if, notwithstanding such good-faith efforts, the Effective Timeparties are unable to agree on a mutually satisfactory plan for separating any such Shared Contract, DevCo QUALCOMM and SpinCo shall use commercially reasonable efforts to cooperate Investor will negotiate in good faith appropriate means for Investor or QUALCOMM, as applicable, to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except benefits and assume the obligations associated with the portion of such Shared Contract relating to the extent that such failure results from Non-Arriver Business or the Arriver Business, as applicable, for a failure to use commercially reasonable efforts as required by this Section 2.1(f)(v)transitional period.

Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the The Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (Aa) If a Liability is incurred exclusively in respect At the written request of eCOST, PC Mall will, and will cause other members of the SpinCo Business PC Mall Group to, to the extent permitted by the applicable PC Mall Shared Contract and applicable law, make available to eCOST or exclusively in respect applicable members of the DevCo eCOST Group the benefits and rights under the PC Mall Shared Contracts (except where the benefits or rights under such PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the PC Mall Group under each PC Mall Shared Contract for which such request is made by eCOST, to the extent such benefits relate to the eCOST Business; provided, such Liability shall be allocated to SpinCo or its however, that the applicable Subsidiary (in respect members of the SpinCo BusinesseCOST Group will assume and discharge (or promptly reimburse PC Mall for) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business obligations and liabilities under the relevant PC Mall Shared Contract. Notwithstanding Contracts associated with the foregoing, each of the DevCo Group benefits and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract rights so made available to which this Section 2.1(f) otherwise pertainsthem. (ivb) If DevCo or any At the written request of its SubsidiariesPC Mall, on the one handeCOST will, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo and will cause other members of the DevCo eCOST Group to useto, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent permitted by the applicable eCOST Shared Contract and applicable law, make available to PC Mall or applicable members of the PC Mall Group the benefits and rights under the eCOST Shared Contracts (except where the benefits or rights under such eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the eCOST Group under each eCOST Shared Contract for which such request is made by PC Mall, to the extent such benefits relate to the PC Mall Business; provided, however, that such failure results from a failure the applicable members of the PC Mall Group will assume and discharge (or promptly reimburse eCOST for) the obligations and liabilities under the relevant eCOST Shared Contracts associated with the benefits and rights so made available to use commercially reasonable efforts as required by them. The parties’ rights and obligations pursuant to this Section 2.1(f)(v)2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of PC Mall’s obligation to effect the Distribution pursuant to Article XII, and (iii) with respect to any PC Mall Shared Contract or eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.6 is no longer permitted thereunder.

Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not The parties agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (Aa) If a Liability is incurred exclusively in respect At the written request of eCOST, PC Mall will, and will cause other members of the SpinCo Business PC Mall Group to, to the extent permitted by the applicable PC Mall Shared Contract and applicable law, make available to eCOST or exclusively in respect applicable members of the DevCo eCOST Group the benefits and rights under the PC Mall Shared Contracts (except where the benefits or rights under such PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the PC Mall Group under each PC Mall Shared Contract for which such request is made by eCOST, to the extent such benefits relate to the eCOST Business; provided, such Liability shall be allocated to SpinCo or its however, that the applicable Subsidiary (in respect members of the SpinCo BusinesseCOST Group will assume and discharge (or promptly reimburse PC Mall for) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business obligations and liabilities under the relevant PC Mall Shared Contract. Notwithstanding Contracts associated with the foregoing, each of the DevCo Group benefits and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract rights so made available to which this Section 2.1(f) otherwise pertainsthem. (ivb) If DevCo or any At the written request of its SubsidiariesPC Mall, on the one handeCOST will, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo and will cause other members of the DevCo eCOST Group to useto, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent permitted by the applicable eCOST Shared Contract and applicable law, make available to PC Mall or applicable members of the PC Mall Group the benefits and rights under the eCOST Shared Contracts (except where the benefits or rights under such eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the eCOST Group under each eCOST Shared Contract for which such request is made by PC Mall, to the extent such benefits relate to the PC Mall Business; provided, however, that such failure results from a failure the applicable members of the PC Mall Group will assume and discharge (or promptly reimburse eCOST for) the obligations and liabilities under the relevant eCOST Shared Contracts associated with the benefits and rights so made available to use commercially reasonable efforts as required by them. The parties' rights and obligations pursuant to this Section 2.1(f)(v)2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of PC Mall's obligation to effect the Distribution pursuant to Article XII, and (iii) with respect to any PC Mall Shared Contract or eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.6 is no longer permitted thereunder.

Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time. (ii) In the event that any third party under a Shared Contract does not The parties agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo’s and its Subsidiaries’ rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof). (iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows: (Aa) If a Liability is incurred exclusively in respect At the written request of eCOST, PC Mall will, and will cause other members of the SpinCo Business PC Mall Group to, to the extent permitted by the applicable PC Mall Shared Contract and applicable law, make available to eCOST or exclusively in respect applicable members of the DevCo eCOST Group the benefits and rights under the PC Mall Shared Contracts (except where the benefits or rights under such PC Mall Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the PC Mall Group under each PC Mall Shared Contract for which such request is made by eCOST, to the extent such benefits relate to the eCOST Business; provided, such Liability shall be allocated to SpinCo or its however, that the applicable Subsidiary (in respect members of the SpinCo BusinesseCOST Group will assume and discharge (or promptly reimburse PC Mall for) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and (B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business obligations and liabilities under the relevant PC Mall Shared Contract. Notwithstanding Contracts associated with the foregoing, each of the DevCo Group benefits and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract rights so made available to which this Section 2.1(f) otherwise pertainsthem. (ivb) If DevCo or any At the written request of its SubsidiariesPC Mall, on the one handeCOST will, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo and will cause other members of the DevCo eCOST Group to useto, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party. (v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent permitted by the applicable eCOST Shared Contract and applicable law, make available to PC Mall or applicable members of the PC Mall Group the benefits and rights under the eCOST Shared Contracts (except where the benefits or rights under such eCOST Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the eCOST Group under each eCOST Shared Contract for which such request is made by PC Mall, to the extent such benefits relate to the PC Mall Business; provided, however, that such failure results from a failure the applicable members of the PC Mall Group will assume and discharge (or promptly reimburse eCOST for) the obligations and liabilities under the relevant eCOST Shared Contracts associated with the benefits and rights so made available to use commercially reasonable efforts as required by them. The parties’ rights and obligations pursuant to this Section 2.1(f)(v)2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of PC Mall’s obligation to effect the Distribution pursuant to Article XII, and (iii) with respect to any PC Mall Shared Contract or eCOST Shared Contract in particular, such time that the arrangement pursuant to this Section 2.6 is no longer permitted thereunder.