Illinois Uses in Notices Clause

Notices from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

Notices. All notices, consents, waivers, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if (a) on the date of delivery if delivered personally, (b) on the date of delivery if sent by overnight courier (providing proof of delivery) or (c) on the date of transmission if faxed (with confirmation of transmission) or electronically mailed in portable document format (PDF) (with confirmation of transmission by the sender) and, in the case of this clause (c) confirmed with a copy delivered as provided in the foregoing clauses (a) or (b), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Parent, to: Ultra Electronics Holdings plc 417 Bridport Road, Greenford Middlesex, UB6 8UA, UK Fax No.: +44(0)20 8813 4322 Attention: Sharon Harris, Company Secretary and General Counsel Email: [email protected] with a copy to (which shall not constitute notice): Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, New York 10019 Fax No.: (212) 836-6565 (202) 942-5999 Attention: Nancy E. Fuchs, Esq. Andrew J. Varner, Esq. Email: [email protected] [email protected] if to Merger Sub, to: Ultra Electronics Aneira Inc. c/o Ultra Electronics Inc. 107 Church Hill Road Unit GL-2 Sandy Hook, Connecticut 06482 Fax No.: (203) 270-3699 Attention: Scott Myers, VP Finance & Administration, NA Email: [email protected] with a copy to (which shall not constitute notice): Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, New York 10019 Fax No.: (212) 836-6565 (202) 942-5999 Attention: Nancy E. Fuchs, Esq. Andrew J. Varner, Esq. Email: [email protected] [email protected] if to the Company, to: Sparton Corporation 425 North Martingale Road, Suite 1000 Schaumburg, Illinois 60173 Fax No.: (847) 762-5820 Attention: Joseph J. Hartnett Email: [email protected] with a copy to (which shall not constitute notice): Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 Fax No.: (312) 706-8183 Attention: Frederick B. Thomas Andrew J. Noreuil Email: [email protected] [email protected]

Notices from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

Notices. All notices, consents, waivers, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if (a) on the date of delivery if delivered personally, (b) on the date of delivery if sent by overnight courier (providing proof of delivery) or (c) on the date of transmission if faxed (with confirmation of transmission) or electronically mailed in portable document format (PDF) (with confirmation of transmission by the sender) and, in the case of this clause (c) confirmed with a copy delivered as provided in the foregoing clauses (a) or (b), in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Parent, to: Ultra Electronics Holdings plc 417 Bridport Road, Greenford Middlesex, UB6 8UA, UK Fax No.: +44(0)20 8813 4322 Attention: Sharon Harris, Company Secretary and General Counsel Email: [email protected] with a copy to (which shall not constitute notice): Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, New York 10019 Fax No.: (212) 836-6565 (202) 942-5999 Attention: Nancy E. Fuchs, Esq. Andrew J. Varner, Esq. Email: [email protected] [email protected] if to Merger Sub, to: Ultra Electronics Aneira Inc. c/o Ultra Electronics Inc. 107 Church Hill Road Unit GL-2 Sandy Hook, Connecticut 06482 Fax No.: (203) 270-3699 Attention: Scott Myers, VP Finance & Administration, NA Email: [email protected] with a copy to (which shall not constitute notice): Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, New York 10019 Fax No.: (212) 836-6565 (202) 942-5999 Attention: Nancy E. Fuchs, Esq. Andrew J. Varner, Esq. Email: [email protected] [email protected] if to the Company, to: Sparton Corporation 425 North Martingale Road, Suite 1000 Schaumburg, Illinois 60173 Fax No.: (847) 762-5820 Attention: Joseph J. Hartnett Email: [email protected] with a copy to (which shall not constitute notice): Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 Fax No.: (312) 706-8183 Attention: Frederick B. Thomas Andrew J. Noreuil Email: [email protected] [email protected]

Notices from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (the Company), each person executing this Agreement and listed as a Continuing LLC Owner on the signature pages hereto (together with their Permitted Transferees that become a party hereto, the Continuing LLC Owners) and each Person executing this Agreement and listed as a C-Corp LLC Owner Parent on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the C-Corp LLC Owner Parents).

Notices. Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or e-mail or (c) sent by overnight courier, in each case, addressed as follows: If to the Company to: PetIQ, Inc. 500 E. Shore Drive, Suite 120 Eagle, Idaho 83616 Email: [email protected] Attn: Robert P. K. Mooney, General Counsel with a copy to: Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Fax: (212) 294-4700 Email: [email protected] Attn: Dominick P. DeChiara and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Fax: (312) 558-5700 Email: [email protected] Attn: James J. Junewicz If to a C-Corp LLC Owner Parent or Continuing LLC Owner, to such partys address as set forth on the signature pages hereto. Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof. Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (z) two Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

Notices from Recapitalization Agreement

This Recapitalization Agreement (this Agreement), dated as of July , 2017, is entered into by and among PetIQ, Inc., a Delaware corporation (PetIQ Corporation), PetIQ Holdings, LLC, a Delaware limited liability company (PetIQ LLC), the Continuing LLC Owners (as defined herein), the C-Corp LLC Owners (as defined herein) and the C-Corp LLC Owner Parents (as defined herein). The parties hereto are collectively referred to herein as the Parties.

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, provided that a copy of such notice is also sent via nationally recognized overnight courier, specifying next day delivery, with written verification of receipt; (iii) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery with written verification of receipt. All communications shall be sent to such Partys address as set forth below or at such other address as the Party shall have furnished to each other Party in writing in accordance with this provision: If to PetIQ Corporation or PetIQ LLC, to it at: PetIQ, Inc. 500 E. Shore Drive, Suite 120 Eagle, Idaho 83616 Email: [email protected] Attn: Robert P. K. Mooney, General Counsel with a copy (which shall not constitute notice) to: Winston & Strawn LLP 200 Park Avenue New York, NY 10166 Attention: Dominick P. DeChiara Email: [email protected] Facsimile: (212) 294-4700 and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Fax: (312) 558-5700 Email: [email protected] Attn: James J. Junewicz

Notices from Restated Limited Liability Company Agreement

This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PetIQ Holdings, LLC (the Company), dated [ ], 2017 and effective as set forth herein (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).

Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given to any Member at such Members address or facsimile number shown in the Companys books and records, or, if given to the Company, at the following address: PetIQ Holdings, LLC 500 E. Shore Drive, Suite 120 Eagle, Idaho 83616 Attention: Robert P. K. Mooney, General Counsel Email: [email protected] Facsimile: [ ] with a copy (which shall not constitute notice to the Company) to: Winston & Strawn LLP 200 Park Avenue New York, NY 10166 Attention: Dominick P. DeChiara Email: [email protected] Facsimile: (212) 294-4700 and Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 Attention: James J. Junewicz Email: [email protected] Facsimile: (312) 558-5700 Each proper notice shall be effective upon any of the following: (a) personal delivery to the recipient, (b) when sent by facsimile to the recipient (with confirmation of receipt), (c) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (d) three Business Days after being deposited in the mail (first class or airmail postage prepaid).

Notices from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (e-mail), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.09): If to Parent, to: TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Fax: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Fax: (212) 403-2000 E-mail: [email protected] [email protected] If to SpinCo (prior to the Effective Time), to: Cars.com Inc. c/o TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Fax: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Fax: (212) 403-2000 E-mail: [email protected] [email protected] and a copy to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Fax: (312) 601-5865 E-mail: [email protected] If to SpinCo (from and after the Effective Time), to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Fax: (312) 601-5865 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Fax: (212) 403-2000 E-mail: [email protected] [email protected] A Party may, by notice to the other Party, change the address to which such notices are to be given.

Notices from Tax Matters Agreement

This Tax Matters Agreement (the Agreement), dated as of May 31, 2017, is by and among TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the SpinCo Entities).

Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (e-mail), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.03): If to Parent, to: TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] If to SpinCo (prior to the Effective Time), to: Cars.com Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: General Counsel Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] and a copy to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] If to SpinCo (from and after the Effective Time), to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] A Party may, by notice to the other Party, change the address to which such notices are to be given.

Notices from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (e-mail), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5): If to Parent, to: TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] If to SpinCo (prior to the Effective Time), to: Cars.com Inc. c/o TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] and a copy to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] If to SpinCo (from and after the Effective Time), to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] A Party may, by notice to the other Party, change the address to which such notices are to be given.

Notices from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (e-mail), so long as confirmation of receipt of such facsimile or e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5): If to Parent, to: TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] If to SpinCo (prior to the Effective Time), to: Cars.com Inc. c/o TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] and a copy to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] If to SpinCo (from and after the Effective Time), to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] A Party may, by notice to the other Party, change the address to which such notices are to be given.

Notices from Tax Matters Agreement

This Tax Matters Agreement (the Agreement), dated as of May 31, 2017, is by and among TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the SpinCo Entities).

Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by facsimile, or by electronic mail (e-mail), so long as confirmation of receipt of such e-mail is requested and received, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.03): If to Parent, to: TEGNA Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: Chief Legal and Administrative Officer Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] If to SpinCo (prior to the Effective Time), to: Cars.com Inc. 7950 Jones Branch Drive McLean, Virginia 22107 Attention: General Counsel Facsimile: (703) 873-6331 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] and a copy to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] If to SpinCo (from and after the Effective Time), to: Cars.com Inc. 175 West Jackson Boulevard Chicago, Illinois 60604 Attention: Chief Legal Officer Facsimile: (312) 601-5865 E-mail: [email protected] with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Igor Kirman Victor Goldfeld Facsimile: (212) 403-2000 E-mail: [email protected] [email protected] A Party may, by notice to the other Party, change the address to which such notices are to be given.