Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Grace in its sole and absolute discretion, of the following conditions: (i) The Separation shall have been completed in accordance with the Restructuring Steps Memorandum. (ii) The SEC shall have declared effective the Form 10; 10 (or the Form 10 shall otherwise have become effective), no order suspending the effectiveness of the Form 10 shall be in effect; effect and no proceedings for such purposes shall have been instituted or threatened by the SEC. (iiiii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iiiiv) Grace shall have received the Tax Opinions, in form and substance satisfactory to Grace in its sole discretion. (v) The transfer of the Transferred GCP Assets (other than any Delayed Transferred GCP Asset) and Assumed GCP Liabilities (other than any Delayed Assumed GCP Liability) contemplated to be transferred from Parent Grace or another member of the Grace Group to SpinCo GCP or another member of the GCP Group on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Grace Assets (other than any Delayed Retained Grace Asset) and Retained Grace Liabilities (other than any Delayed Retained Grace Liability) contemplated to be transferred from SpinCo GCP or another member of the GCP Group to Parent Grace or another member of the Grace Group on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case in accordance with or pursuant to the Restructuring Steps Memorandum (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, shall have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) (A) GCP shall have entered into the financing transactions described in the Form 10 and contemplated to occur on or prior to the Distribution Date (the “Financing Arrangements”) and the respective financings thereunder shall have been consummated; and (B) the Financing Arrangements shall be in full force and effect immediately prior to the Distribution. (x) The SpinCo Common Units GCP Shares to be distributed to the Parent unitholders Grace stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiixi) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeGrace Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Grace and shall not give rise to or create any duty on the part of Parent, Parent GP Grace or the GP Grace Board to waive or not waive any such condition or in any way limit ParentGrace’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Grace Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent Grace waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been made mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received an opinion from its outside counsel regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and Varex after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) The transfer of the Transferred Varex Assets (other than any Delayed Transferred Varex Asset) and Assumed Varex Liabilities (other than any Delayed Assumed Varex Liability) contemplated to be transferred from Parent to SpinCo Varex on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo Varex to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) Varex and other members of the Varex Group shall have assumed or entered into, as applicable, the Varex Financing Arrangements and incurred at least $200 million of new indebtedness pursuant thereto. (vii) Parent shall have received the proceeds from the Cash Transfer, and Parent shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the Varex Financing Arrangements. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vix) Each of the Ancillary Agreements, the Commercial Agreements and the agreements set forth on Schedule 1.1(b) shall have been duly executed and delivered by the applicable parties thereto. (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viixi) The SpinCo Common Units Varex Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSENasdaq, subject to official notice of distribution. (viiixii) The Retained Cash of five million dollars ($5,000,000) Varex shall be held by Parent as have entered into a commitment letter, satisfactory in form and substance to the Board, providing for fully committed debt financing for the acquisition of the Effective Timemedical imaging business of PerkinElmer, including all the funds necessary to consummate the transactions contemplated by the MPSA, to pay any fees and expenses in connection therewith, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall to refinance any existing Varex debt required to be no less than five million dollars ($5,000,000)repaid in connection therewith. (ixxiii) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of the parties to consummate the Distribution will shall be subject to conditioned on the satisfaction, or waiver by Parent the WMB Board, in its sole and absolute discretion, of the following conditions: (ia) The WMB Board shall, in its sole and absolute discretion, have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval. (b) The WMB Board shall have declared the dividend of WPX Common Stock to the Record Holders. (c) Each Ancillary Agreement shall have been executed by each party thereto. (d) The SEC shall have declared effective the Form 10; 10 effective, no stop order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC. (iie) The Information Statement WPX Common Stock shall have been mailed accepted for listing on the NYSE or another national securities exchange approved by the WMB Board, subject to Parent’s unitholders or, in connection with the delivery of a official notice of Internet availability of the Information Statement to such holders, posted on the Internetissuance. (iiif) The transfer WMB shall have received an opinion from WMB’s legal advisors regarding the tax consequences of the Transferred Assets (Contribution and Distribution and such other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated matters, as it will determine to be transferred from Parent necessary or advisable in its sole and absolute discretion, each of which shall remain in full force and effect, that the Contribution and Distribution will not result in recognition for U.S. Federal income tax purposes, of income, gain or loss to SpinCo on WMB, or prior of income, gain or loss to its stockholders, except to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer extent of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1cash received in lieu of fractional shares of WPX Common Stock. (ivg) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules WPX shall have received the net proceeds from the Notes and shall have made a cash distribution of approximately $979 million to Xxxxxxxx; (h) An independent firm acceptable to WMB, in its sole and absolute discretion, shall have delivered one or more opinions to the WMB Board confirming the solvency and financial viability of WMB and WPX, which opinions shall be in form and substance satisfactory to WMB, in its sole and absolute discretion, and shall not have been taken withdrawn or made, and, where applicable, have become effective or been acceptedrescinded. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of WMB shall have occurred or failed to occur that prevents the consummation of the Distribution. (viij) The SpinCo Common Units to be distributed No other events or developments shall have occurred prior to the Parent unitholders Distribution Date that, in the judgment of the WMB Board, would result in the Distribution having a significant adverse effect on WMB or its stockholders. (k) The actions set forth in Sections 3.1(c), (g), (h) and (i) shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) completed. The foregoing conditions may only be waived by the WMB Board, in its sole and absolute discretion, are for the sole benefit of Parent, Parent GP and the GP Board WMB and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP WMB Board to waive or not waive any such condition conditions or in any way limit Parent’s the right to terminate of termination of this Agreement as set forth in Article IX VIII or alter the consequences of any such termination from those specified in Article IXVIII. Any determination made by the GP WMB Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3(a) 3.2 shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Xxxxxxxxx in its sole and absolute discretion, of the following conditions: (i) The Kellanova Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; (ii) The SEC shall have declared effective the Form 10; no stop order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (iiiii) The A Notice of Internet Availability of the Information Statement or the Information Statement shall have been mailed to Parent’s unitholders orthe Record Holders; (iv) The WKKC Shares to be distributed to the Kellanova stockholders in the Distribution shall have been accepted for listing on NYSE or another national securities exchange approved by the Kellanova Board, in connection with the delivery of a subject to official notice of Internet availability of the Information Statement to such holders, posted on the Internet.distribution; (iiiv) The transfer of the Transferred WKKC Assets (other than any Delayed Transferred Asset) and Assumed WKKC Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent Kellanova to SpinCo WKKC on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Kellanova Assets (other than any Delayed Retained Asset) and Retained Kellanova Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo WKKC to Parent Kellanova on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Internal Reorganization Step Plan; (ivvi) Kellanova shall have received a private letter ruling from the U.S. Internal Revenue Service, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (A) the Contribution and Distribution will qualify for non-recognition of gain or loss to Kellanova and WKKC pursuant to Sections 368 and 355 of the Code and (B) the Distribution will qualify for non-recognition of gain or loss to Xxxxxxxxx’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares, and such private letter ruling shall remain in effect as of the Distribution Date; (vii) Kellanova shall have received an opinion from Xxxxxxxxx’s outside tax counsel, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, (A) the Contribution and Distribution will qualify for non-recognition of gain or loss to Kellanova and WKKC pursuant to Sections 368 and 355 of the Code and (B) the Distribution will qualify for non-recognition of gain or loss to Xxxxxxxxx’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares; (viii) Kellanova shall have obtained one or more opinions from an independent nationally recognized valuation advisory firm, in form and substance satisfactory to the Kellanova Board in its sole and absolute discretion, to the effect that (A) WKKC has adequate surplus to declare the Cash Transfer, (B) following the Distribution, Xxxxxxxxx, on the one hand, and WKKC, on the other hand, will be solvent and adequately capitalized, and (C) Kellanova has adequate surplus to declare the applicable dividend to the Record Holders; (ix) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vx) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vixi) No order, injunction or decree that would prevent the consummation of all or any portion of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the Separation, all or any portion of the Distribution or any of the transactions related thereto shall be in effect., and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (viixii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution WKKC shall have been accepted for listing on consummated the NYSEWKKC Financing Arrangements in accordance with Section 2.12(a), subject to official notice of distribution. (viii) The Retained Xxxxxxxxx shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer, and Kellanova shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the WKKC Financing Arrangements; and (including xiii) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentKellanova Board, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Internal Reorganization, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Kellanova and shall not give rise to or create any duty on the part of Parent, Parent GP Kellanova or the GP Kellanova Board to waive or not waive any such condition or in any way limit ParentKellanova’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Kellanova Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC Parent shall have declared effective the Form 10; no order suspending the effectiveness received an opinion from its outside counsel, dated as of the Form 10 shall be in effect; Distribution Date, regarding the qualification of the Contribution and no proceedings for such purposes shall have been instituted or threatened by the SECDistribution, taken together, as a reorganization within the meaning of Sections 355(a) and 368(a)(1)(D) of the Code. (ii) The Information Statement All Governmental Approvals necessary to consummate the Distribution shall have been mailed to Parent’s unitholders or, obtained and be in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internetfull force and effect. (iii) The transfer An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1and of Parent and Xxxx after consummation of the Distribution, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to such opinions shall be transferred from SpinCo acceptable to Parent on in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or prior to the Distribution Date shall have occurred as contemplated by Section 2.1rescinded. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws laws and the rules and regulations thereunder and in connection with the NYSE rules Distribution shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution or any related transactions. (viivi) The SpinCo shares of Xxxx Common Units Stock to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiivii) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred subsequent to the completion of the Effective TimeIPO that, and Parent’s net working capital (including in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waivedDistribution. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX X or alter the consequences of any such termination from those specified in Article IXsuch Article. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a4.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The the Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The Parent shall have received the IRS Ruling and opinions of its outside tax advisors, in each case, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters relating to the Separation and Distribution and which shall not have been withdrawn or rescinded; (iv) the transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivv) The Parent Board shall have received one (1) or more opinions from an independent appraisal firm acceptable to Parent regarding solvency and capital adequacy matters with respect to each of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vi) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, shall have become effective or been accepted.accepted by the applicable Governmental Authority; (vvii) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viviii) No there shall be no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viiix) The the SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSESelected Stock Exchange, subject to official notice of distribution.; (viiix) The Retained SpinCo and/or other members of the SpinCo Group shall have consummated, as applicable, the SpinCo Financing Arrangements. SpinCo shall have issued and incurred the SpinCo Debt on terms satisfactory to Parent in its sole and absolute discretion. Parent shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the SpinCo Financing Arrangements; (including the Retained Cashxi) as of the Effective Time there shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (other events or shall receive simultaneously with developments existing or having occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed made available to Parent’s unitholders orthe Record Holders; (iii) Parent shall have received the IRS Ruling, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters, and such IRS Ruling shall not have been revoked or modified in any material respect; (iv) Parent shall have received one or more opinions from its tax advisors in connection with the delivery transactions contemplated by this Agreement, in each case satisfactory to the Parent Board, regarding certain U.S. federal income tax matters; (v) An independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of a notice Parent prior to the Distribution and of Internet availability Parent and SpinCo after consummation of the Information Statement Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such holders, posted on the Internet.opinions shall not have been withdrawn or rescinded; (iiivi) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) The actions and filings necessary or appropriate with respect to applicable state insurance and residential service contract regulators, shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority; (ix) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixi) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viiixii) The Retained One or more members of the Parent Group shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the SpinCo Financing Arrangements; and (including xiii) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The the Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The the private letter ruling received by Parent from the U.S. Internal Revenue Service regarding certain U.S. federal income tax matters relating to the Separation and the Distribution shall continue to be valid as of the Effective Time and satisfactory to the Parent Board in its sole and absolute discretion; (iv) Parent shall have received one or more opinions from its tax advisors, in each case satisfactory to the Parent Board in its sole and absolute discretion, regarding the qualification of the Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, and such opinion(s) shall continue to be valid as of the Effective Time; (v) the transfer of the Transferred SpinCo Assets (other than any Delayed SpinCo Asset and any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on at or prior to the Distribution Effective Time shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on at or prior to the Distribution Date Effective Time shall have occurred as contemplated by Section 2.1., in each case pursuant to the Separation Step Plan; (ivvi) The an independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board at the times selected by the Parent Board confirming the solvency and adequacy of surplus under Delaware Law of Parent prior to the Distribution and of SpinCo to effect the Cash Transfer and the solvency of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vii) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viix) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viix) The the SpinCo Common Units Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSESelected Stock Exchange, subject to official notice of distribution.; (viiixi) The Retained Cash of five million dollars ($5,000,000) SpinCo shall have consummated the SpinCo Financing Arrangements in accordance with Section 2.14(a), and Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).SpinCo Financing Arrangements; (ixxii) Parent the Cash Transfer shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer occurred in accordance with the terms of this Agreement and the Merger Agreement.Section 2.14(a); and (xxiii) Each no other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement or Local Transfer Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligation of Xxxxxxx to make the Distribution will be is subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, satisfaction of each of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes transactions contemplated by Article II shall have been instituted or threatened by the SEC.consummated in all material respects; (ii) The Information Statement Xxxxxxx shall have been mailed to Parent’s unitholders orreceived rulings from the IRS, in connection with form and substance satisfactory to Xxxxxxx'x tax counsel and independent auditors, that the delivery contributions, transfers, assumptions, mergers and Distribution described in Articles II and III of a notice of Internet availability of this Agreement will not be subject to federal income taxation at the Information Statement to such holders, posted on the Internet.corporate or shareholder level; (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) Energizer Stock and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules associated Rights shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.issuance; (iv) The Form 10 shall have been filed with the SEC and shall have become effective, and no stop order with respect thereto shall be in effect; (v) All authorizations, consents, approvals and clearances of all federal, state, local and foreign governmental agencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxxx Business or the Battery Business, (B) the Assets, results of operations or financial condition of the Xxxxxxx Group or the Energizer Group, in each case taken as a whole, or (C) the ability of Xxxxxxx or Energizer to perform its obligations under this Agreement; and all statutory requirements for such valid consummation shall have been fulfilled; (vi) Xxxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (vii) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect preventing the payment of the Distribution; (viii) The Retained Cash of five million dollars ($5,000,000) Distribution shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).payable in accordance with applicable law; (ix) Parent All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any member of the Xxxxxxx Group or the Energizer Group is a party or by which any such member is bound shall have received (been obtained, or each such agreement, security or facility shall receive simultaneously with have been refinanced, in each case on terms satisfactory to Xxxxxxx and Energizer and to the Distribution) extent necessary to permit the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with Distribution to be consummated without any material breach of the terms of this Agreement and the Merger Agreement.such agreement, security or facility; and (x) Each One or more members of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Energizer Group shall have been satisfied substituted, as of the Distribution Date in respect of all Xxxxxxx Group debt obligations assumed by Energizer or waivedanother member of the Energizer Group pursuant to this Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Xxxxxxx Board prior to the Distribution in good faith concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a12.01(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) the IRS Ruling shall not have been modified or revoked. (iv) Parent shall have received an opinion from its outside counsel to the effect that the Contribution and the Distribution, taken together, shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Parent shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfers and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)SpinCo Financing Arrangements. (ixxi) An independent appraisal firm acceptable to Parent shall have received (delivered one or shall receive simultaneously with more opinions to the Parent Board confirming the solvency and financial viability of Parent before the consummation of the Distribution and each of Parent and SpinCo after consummation of the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer such opinions shall be acceptable to Parent in accordance with the terms of this Agreement form and the Merger Agreementsubstance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded. (xxii) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation Harcourt General Board of Directors shall declare a dividend constituting the Distribution will be subject to on the satisfaction, Declaration Date following the satisfaction or waiver by Parent Harcourt General, as determined by Harcourt General in its sole and absolute discretion, of the following conditionsconditions set forth below: (i) The SEC A private letter ruling from the Internal Revenue Service shall have declared effective been obtained, and shall continue in effect, providing that, among other things, the Form 10; no order suspending Recapitalization and the effectiveness Distribution will qualify as tax-free transactions for federal income tax purposes under Sections 354 and 355 of the Form 10 Code (the "IRS Ruling"); such ruling shall be in effectform and substance satisfactory to Harcourt General in its sole discretion; and no proceedings for such purposes Harcourt General and Neiman Marcus shall have been instituted or threatened by complied with all conditions set forth in such ruling that are required to be complied with prior to the SEC.Distribution; (ii) The Information Statement Any material governmental approvals and consents necessary to consummate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement shall have been mailed to Parent’s unitholders or, obtained and shall be in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.full force and effect; (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the SeparationDistribution and the other transactions contemplated hereby and by the Recapitalization Agreement shall be in effect and no other event outside the control of Harcourt General shall have occurred or failed to occur that prevents the consummation of the Distribution; (iv) The transactions contemplated hereby shall be in compliance with applicable federal and state securities and other applicable laws; (v) Each of Neiman Marcus and Harcourt General shall have received such consents, and shall have received executed copies of such agreements or amendments of agreements, as Harcourt General shall deem appropriate in connection with the completion of the Distribution or any of the transactions related thereto contemplated by this Agreement and the Recapitalization Agreement; (vi) The Recapitalization shall be in effect.have been consummated; (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution Form 8-A shall have been accepted filed with the Commission and there shall be no impediment to the certification by the NYSE to the Commission of the listing of the Class B Common Stock; (viii) The Class B Common Stock shall have been approved for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).issuance; (ix) Parent The stockholders of Harcourt General shall have approved an amendment to the Harcourt General Certificate of Incorporation creating a class of low-vote common stock; (x) The Board of Directors of Harcourt General shall have received an opinion of Lazard Freres as to the fairness of the Distribution to the Harcourt General stockholders from a financial point of view; (xi) The Board of Directors of Harcourt General shall have received a customary opinion as to the legality of the dividend constituting the Distribution under Delaware law; (xii) The Board of Directors of Harcourt General shall have received a customary opinion as to the Distribution not constituting a sale, lease, exchange or other disposition of all or substantially all of its assets; (xiii) Each of the representations and warranties of Neiman Marcus set forth in this Agreement shall receive simultaneously have been true and correct when made and shall be true and correct as of the Declaration Date; and Neiman Marcus shall have performed or complied with the Distribution) the Specified Payment, the Indebtedness Payment all agreements and the proceeds from the SpinCo Cash Transfer in accordance with the terms of covenants required to be performed by it under this Agreement and the Merger Agreement.Recapitalization Agreement at or prior to the Declaration Date; and Harcourt General shall have received a certificate of the chief financial officer of Neiman Marcus as to the foregoing; (xxiv) Each of All actions and other documents and instruments deemed necessary or advisable in connection with the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement transactions contemplated hereby shall have been satisfied taken or waived.executed, as the case may be, in form and substance satisfactory to Harcourt General; and (bxv) No event or development shall have occurred which the Board of Directors of Harcourt General determines, in its sole discretion, makes the Distribution not in the best interests of Harcourt General and/or its stockholders. The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Harcourt General and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board Harcourt General to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfactionsatisfaction of, or waiver by Parent in its sole and absolute discretionCousins of, of the following conditions: (i) The the written notice contemplated by Section 3.3 above shall have been delivered by Cousins to Legacy Parkway; (ii) the Merger shall have been consummated; (iii) all steps set forth in the Reorganization Steps Plan, other than the Distribution shall have been completed in accordance with Exhibit A; (iv) the New Parkway Credit Facilities shall have been executed and the conditions for borrowing thereunder satisfied; (v) the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (iivi) The the Information Statement shall have been mailed to Parent’s unitholders orto, in connection with or shall be concurrently mailed to, the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iiivii) The transfer of Cousins shall have received an opinion (the Transferred Assets “Opinion”) from an independent appraisal firm (other than any Delayed Transferred Assetthe “Appraiser”) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, Cousins Board confirming the solvency and the transfer surplus of the Retained Assets (other than any Delayed Retained Asset) each of Cousins and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to New Parkway after the Distribution Date shall have occurred as contemplated by Section 2.1.that is in form and substance acceptable to Cousins in its sole discretion; (ivviii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viix) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution Separation Transactions or any of the transactions related thereto shall be in effect.; and (viix) The SpinCo the New Parkway Common Units Stock to be distributed to the Parent unitholders Cousins stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Cousins and shall not give rise to or create any duty on the part of Parent, Parent GP Cousins or the GP Cousins Board to waive or not waive any such condition or in any way limit Parent’s Cousins’ right to terminate this Agreement as set forth in Article IX VIII or alter the consequences of any such termination from those specified in Article IXVIII. Any determination made by the GP Cousins Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a3.4(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to conditioned upon the satisfaction, satisfaction (or waiver by Parent in its sole and absolute discretioneach Party; provided, that any waiver will also require the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed) of each of the following conditions: (ia) All the conditions to the Merger as set forth in Article VI of the Merger Agreement shall have been satisfied or waived in accordance with their terms, other than (a) the condition set forth in Section 6.1(c) of the Merger Agreement with respect to the Distribution and (b) those conditions that by the nature of their terms are to be satisfied at the closing of the Merger (provided that such conditions are then capable of being satisfied); (b) The SEC CPLG Form 10 shall have been declared effective by the Form 10; SEC, no stop order suspending the effectiveness of the Form 10 thereof shall be in effect; and , no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC. (ii) The , and the CPLG Information Statement (or Notice of Internet Availability of Information Statement Materials) shall have been mailed to Parent’s unitholders or, in connection with the delivery holders of a notice of Internet availability LQ Parent Common Stock as of the Information Statement to such holders, posted on the Internet.Distribution Record Date; (iiic) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated CPLG Common Stock to be transferred from Parent to SpinCo on or prior to delivered in the Distribution shall have occurred been approved for listing on the NYSE, subject to official notice of distribution; (d) Such registration statements on Form S-8 as contemplated are necessary to register the equity awards of CPLG held by Section 2.1or made available to directors and employees of CPLG shall have been filed with the SEC; (e) CPLG shall have obtained an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP to the effect that, commencing with CPLG’s taxable year ending December 31, 2018, CPLG will be considered to be organized in conformity with the requirements for qualification as a REIT under the Code, and its proposed method of operation will enable it to meet the transfer requirements for qualification and taxation as a REIT; provided, that this Section 4.2(e) will not apply (and will not be a condition to the consummation of the Retained Assets Distribution) unless the Tax Opinion (if the same were deemed to be executed immediately prior to the Distribution) is not valid on its face, due to material changes in facts and circumstances directly applicable to the substance of the opinion reflected therein (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior such invalidity as a result of the passage of time to the Distribution Date Date); (f) The Board shall have occurred as contemplated by Section 2.1.obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to LQ Parent and Buyer, with respect to the capital adequacy and solvency of each of LQ Parent and CPLG after giving effect to the Distribution; (ivg) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules Cash Payment shall have been taken received by LQ Parent or madethe applicable member of the LQ Parent Group, and, where applicable, have become effective or been accepted.as directed by LQ Parent; (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vih) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution all or any portion of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall be pending, threatened, issued or in effect; (i) The Plan of Reorganization shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer completed in all material respects in accordance with the its terms of and this Agreement and the Merger Agreement.; (xj) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Specified Ancillary Agreement shall have been satisfied or waived.executed by each party thereto; and (bk) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and Reverse Stock Split shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverhave been effected.

Conditions to the Distribution. (a) The consummation obligation of Vornado to consummate the Distribution will be subject to the satisfaction, satisfaction or waiver by Parent in its sole and absolute discretion, of the following conditions: (isubject to Section 10.15) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on at or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. of the following conditions (iv) The actions and filings necessary or appropriate under applicable U.S. federalprovided, U.S. state or other securities Laws or blue sky Laws and however, that unless the rules and regulations thereunder and the NYSE rules Master Agreement shall have been taken or madeterminated in accordance with its terms, and, where applicable, have become effective or been accepted.any such waiver shall be subject to the written consent of JBG Properties): (vi) Each the reorganization shall have been completed substantially in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution); (ii) each of the Ancillary Agreements Transfer Documents shall have been duly executed and delivered by the applicable parties thereto.; and (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distributioniii) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms satisfaction or waiver of this Agreement and the Merger Agreement. (x) Each each of the conditions to set forth in Article VII of the party’s obligations to effect Master Agreement, including (i) the Merger satisfaction, or waiver by Vornado and JBG Properties, of the conditions set forth in Section 8.1 7.1 of the Master Agreement; (ii) the satisfaction, or waiver by Vornado of the conditions set forth in Section 7.2 of the Master Agreement; and (iii) the satisfaction, or waiver by JBG Properties, of the conditions set forth in Section 7.3 of the Master Agreement, in each case other than Section 8.1(a)(viii) and Section 8.1(a)(ixthose conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or at the Closing (as defined in the Master Agreement)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Vornado and shall not give rise to or create any duty on the part of Parent, Parent GP Vornado or the GP Vornado Board to waive or not waive any such condition or in any way limit ParentVornado’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX, provided that the foregoing shall not limit the right of the parties hereto under the Master Agreement. Any determination made by the GP Vornado Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Partiesparties hereto. If Parent Vornado waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received (A) a private letter ruling from the U.S. Internal Revenue Service, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters relating to the Separation and the Distribution and (B) an opinion from Wachtell, Lipton, Xxxxx & Xxxx, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) The transfer of the Transferred UpstreamCo Assets (other than any Delayed Transferred UpstreamCo Asset) and Assumed UpstreamCo Liabilities (other than any Delayed Assumed UpstreamCo Liability) contemplated to be transferred from Parent to SpinCo UpstreamCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo UpstreamCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent and UpstreamCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded. (vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units UpstreamCo Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Cash of five million dollars ($5,000,000) Parent shall have received the proceeds from the UpstreamCo Financing Arrangements contemplated by Section 2.14 and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)UpstreamCo Financing Arrangements. (ixxi) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received the IRS Ruling, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Parent shall have received an opinion from its outside counsel to the effect that the Contribution and the Distribution, taken together, shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent and SpinCo after consummation of the distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vi) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vviii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viix) The SpinCo Common Units Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiixi) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeParent Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation Conditions. In addition to Xxxxxx’x rights under Section 3.04, the Distribution shall not occur unless each of the Distribution will be subject to the satisfactionfollowing conditions shall have been satisfied (or waived by Baxter, in whole or waiver by Parent in part, in its sole and absolute discretion, of the following conditions:): (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Baxalta Assets (other than any Delayed Transferred AssetBaxalta Asset and any Baxalta Assets deferred as part of a Deferred Baxalta Local Business) and Assumed Baxalta Liabilities (other than any Delayed Assumed LiabilityBaxalta Liability and any Baxalta Liabilities deferred as part of a Deferred Baxalta Local Business) contemplated to be transferred from Parent Baxter to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent Baxalta on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.2.02; (ii) the Registration Statement shall have been declared effective by the Commission; no stop-order shall be in effect with respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Information Statement or notice of Internet availability of the Information Statement shall have been mailed to the Record Holders; (iii) Baxter shall have received the proceeds from the Baxalta Cash Distribution and shall be satisfied in its sole discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the Baxalta Credit Facility or the Financing Arrangements (including in connection with any guarantees provided by Baxter or a Baxter Subsidiary thereunder); (iv) The the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other with regard to securities Laws or and blue sky Laws of the United States (and the rules and regulations thereunder and the NYSE rules any comparable Laws under any foreign jurisdictions) described in Section 3.01 shall have been taken or made, and, where applicable, shall have become effective or been accepted.; (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Baxalta Common Units Stock to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.issuance; (vi) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Distribution or any of the other transactions related thereto, including the Separation, contemplated by this Agreement or any Ancillary Agreement shall be in effect; (vii) Baxter shall have received an opinion from its outside tax counsel or other Third Party advisor that is in substance and form satisfactory to Baxter in its sole discretion; (viii) The Retained Cash of five million dollars ($5,000,000) Baxter shall be held by Parent as have received a private letter ruling from the U.S. Internal Revenue Service regarding certain U.S. federal income tax consequences of the Effective TimeSeparation, the Distribution and certain related transactions with respect to certain significant issues arising under Sections 332, 355, 361 or 368, or related provisions of the Code, and Parent’s net working capital (including the Retained Cash) as of the Effective Time such ruling shall be no less than five million dollars ($5,000,000).remain valid; (ix) Parent no events or developments shall have received (occurred or shall receive simultaneously with exist that, in the Distribution) judgment of the Specified Paymentboard of directors of Baxter, in its sole discretion, makes it inadvisable to effect the Separation, the Indebtedness Payment and Distribution or the proceeds from the SpinCo Cash Transfer in accordance with the terms of other transactions contemplated by this Agreement and the Merger or any Ancillary Agreement.; (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Parties shall have been satisfied or waived. (b) The foregoing conditions executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Ancillary Agreements that are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate contemplated by this Agreement as set forth in Article IX to be executed and delivered on or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning Effective Time; and (xi) an independent appraisal firm acceptable to Baxter shall have delivered one or more opinions to the satisfaction or waiver board of any or all directors of Baxter confirming the solvency and financial viability of Baxter and Baxalta after consummation of the conditions set forth in Section 3.3(a) Distribution, and such opinions shall be conclusive acceptable to Baxter in form and binding on the Parties. If Parent waives any material condition, it substance in Xxxxxx’x sole discretion and such opinions shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waivernot have been withdrawn or rescinded.

Conditions to the Distribution. (a) The consummation of Company Board shall in its discretion establish the Record Date and the Distribution will Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, satisfaction of the following conditions: (i) The SEC the approval of the Distribution and certain related transactions by the holders of at least two-thirds of the combined voting power of the outstanding shares of all classes and series of the Company's capital stock, voting together as a single class, at the Special Meeting; (ii) the receipt by the Company of the Tax Ruling or, at the option of the Company Board, the opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special tax counsel to the Company, and Coopers & Xxxxxxx L.L.P., independent accountants of the Company, in form and substance satisfactory to the Company Board, to the effect described in the Proxy Statement/Prospectus (the "Tax Opinions") and such Tax Ruling or such Tax Opinions shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (iii) the transactions contemplated by Section 3.01 shall have declared effective the Form 10; no order suspending the effectiveness of been completed in all material respects; (iv) the Form 10 shall have been declared effective by the Commission and no stop order shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection effect with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.respect thereto; (v) Each there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body which prohibits or makes illegal the transactions contemplated by this Agreement and the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.Agreements; (vi) No order, injunction or decree issued by any Governmental Authority the receipt of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.all necessary regulatory approvals; (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice receipt of distribution.all necessary consents of third parties; (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as the approval of the Effective Time, shares of Marcam Solutions Common Stock and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).associated Marcam Solutions Rights for listing on Nasdaq; and (ix) Parent shall have received the holders of less than one percent (or shall receive simultaneously with 1%) of the Distributionshares of capital stock of the Company outstanding on the record date for the Special Meeting exercising and perfecting statutory appraisal rights available under Massachusetts Law; provided, however, that the Company Board may waive any condition to the Distribution other than those set forth in clauses (i), (ii), (iii), (iv) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms (v) of this Agreement sentence; and the Merger Agreement. (x) Each provided further, that satisfaction of the conditions to the party’s obligations to effect the Merger set forth in this Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and 2.03 shall not give rise to or create any duty obligation on the part of Parent, Parent GP the Company or any other party hereto to effect the GP Board Distribution prior to waive or not waive any such condition the Record Date or in any way limit Parent’s right to terminate this Agreement as the Company's power of termination set forth in Article IX Section 7.10 or alter the consequences of any such termination from those specified in Article IXsuch section. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or Even if all of the conditions set forth in this Section 3.3(a) 2.03 are satisfied, the Company Board shall have the right to abandon, defer or modify the Distribution and any related transactions at any time prior to the Distribution Date. The Company Board will not and may not, however, make any changes in the terms of the Distribution after the Distribution is approved by the Company's stockholders unless the Company Board determines that such changes would be conclusive in the best interests of the Company and binding on not be materially adverse to the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverCompany's stockholders.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Encompass in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed or otherwise made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The transfer Encompass shall have received an opinion from its external counsel, which opinion remains valid as of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior date hereof, satisfactory to the Distribution shall have occurred as contemplated by Section 2.1Encompass Board, and regarding the transfer qualification of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to Distribution as a transaction that is generally tax free for Federal Income Tax purposes under Section 355 of the Distribution Date shall have occurred as contemplated by Section 2.1.Code; (iv) The Encompass shall have received a favorable private letter ruling from the IRS, which private letter ruling remains valid as of the date hereof, satisfactory to the Encompass Board, regarding the qualification of the Distribution as a transaction that is generally tax free for Federal Income Tax purposes under Section 355 of the Code and certain other Federal Income Tax matters relating to the Separation and the Distribution; (v) An independent valuation or financial advisory firm acceptable to Encompass shall have delivered one (1) or more opinions to the Encompass Board regarding solvency and capital adequacy matters with respect to each of Encompass and Enhabit after completion of the Distribution, and such opinions shall be in a form and substance acceptable to the Encompass Board in its sole and absolute discretion; (vi) All actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder relating to the Separation and the NYSE rules Distribution shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viiix) The SpinCo Common Units Enhabit Shares to be distributed to the Parent unitholders Encompass stockholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.; (viiix) The Retained Encompass shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the Enhabit Financing Arrangements, and Parent’s net working capital Encompass shall have completed any required refinancing of its existing indebtedness on terms satisfactory to the Encompass Board in its sole and absolute discretion; and (including xi) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentEncompass Board, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Encompass and shall not give rise to or create any duty on the part of Parent, Parent GP Encompass or the GP Encompass Board to waive or not waive any such condition conditions or in any way limit ParentEncompass’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IXsuch Article. Any determination made by the GP Encompass Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3(a) 3.3 shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfactionsatisfaction of, or waiver by Parent in its sole and absolute discretioniStar of, of the following conditions: (i) The the SpinCo Loan Agreements shall have been executed or shall be ready to be executed, subject only to completion of the Distribution and the Merger; (ii) the SEC shall have declared effective the Form 10; , with no order suspending the effectiveness of the Form 10 shall be in effect; , and with no proceedings for such purposes shall have been instituted or threatened by the SEC.; (iiiii) The the Information Statement shall have been mailed to Parent’s unitholders orto, in connection with or shall be concurrently mailed to, the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.Record Holders; (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.thereto or shall be ready to be executed upon consummation of the Merger; (viv) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the SeparationSeparation Transactions, the Distribution or any of the transactions related thereto shall be in effect.; (viivi) The the SpinCo Common Units Stock to be distributed to the Parent unitholders iStar stockholders in the Distribution shall have been accepted for listing on the NYSEDesignated Exchange, subject to official notice of distribution.; and (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distributionvii) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions Parties to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have confirmed that the conditions to the closing of the Merger have been satisfied or waived, other than the Distribution, the filing of Articles of Merger and any other conditions that by their nature are satisfied at the closing of the Merger. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board iStar and shall not give rise to or create any duty on the part of Parent, Parent GP iStar or the GP iStar Board to waive or not waive any such condition or in any way limit ParentiStar’s right to terminate this Agreement as set forth in Article IX VIII or alter the consequences of any such termination from those specified in Article IXVIII. Any determination made by the GP iStar Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) Parent shall have received an opinion from Parent’s outside tax counsel satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code, and such opinion shall not have been withdrawn or rescinded; (iv) Parent shall have received a private letter ruling from the U.S. Internal Revenue Service to the effect that the Contribution and the Distribution, taken together, constitute a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code, and such private letter ruling shall not have been withdrawn or rescinded; (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Separation Step Plan; (ivvi) An independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viix) The SpinCo Common Units Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSESelected Stock Exchange, subject to official notice of distribution.; (viiixi) The Retained Cash of five million dollars ($5,000,000) SpinCo shall have consummated the SpinCo Financing Arrangements in accordance with Section 2.12(a), and Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).SpinCo Financing Arrangements; (ixxii) The SpinCo-to-Parent Distribution Transaction shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer occurred in accordance with the terms of this Agreement and the Merger Agreement.Section 2.12(a); and (xxiii) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Parent Parent, in whole or in part, in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) Parent shall have received a private letter ruling from the IRS, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters (the “Private Letter Ruling”) and the Private Letter Ruling remains in force; (iv) Parent shall have received an opinion from White & Case LLP, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code; (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred AssetSpinCo Asset and any SpinCo Assets deferred as part of a Deferred SpinCo Local Business) and Assumed SpinCo Liabilities (other than any Delayed Assumed LiabilitySpinCo Liability and any SpinCo Liabilities deferred as part of a Deferred SpinCo Local Business) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivvi) The actions and filings necessary or appropriate advisable under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvii) The Parent Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (viii) Any required approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and be in full force and effect; (ix) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixi) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSENasdaq, subject to official notice of distribution.; (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ixxii) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement.Distribution; and (xxiii) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (Separation, the Distribution or the other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and not for the GP Board benefit of any other Person and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Labcorp in its sole and absolute discretion, of the following conditions: (i) The Labcorp Board shall have authorized and approved the Separation and the Distribution and shall not have withdrawn such authorization and approval; (ii) The Labcorp Board shall have declared the dividend of Fortrea Common Stock to the Record Holders; (iii) The SEC shall have declared effective the Form 10; 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC.; (iiiv) The Information Statement shall have been mailed made available to Parent’s unitholders orthe Record Holders; (v) The NASDAQ or another national securities exchange approved by the Labcorp Board shall have accepted the Fortrea Common Stock for listing, in connection with the delivery of a subject to official notice of Internet availability of the Information Statement to such holders, posted on the Internet.issuance; (iiivi) The transfer of the Transferred Fortrea Assets (other than any Delayed Transferred Fortrea Asset) and Assumed Fortrea Liabilities (other than any Delayed Assumed Fortrea Liability) contemplated to be transferred from Parent Labcorp to SpinCo Fortrea on or prior to the Distribution shall have occurred as contemplated by Section 2.11.01(c), and the transfer of the Retained Labcorp Assets (other than any Delayed Retained Labcorp Asset) and Retained Labcorp Liabilities (other than any Delayed Retained Labcorp Liability) contemplated to be transferred from SpinCo Fortrea to Parent Labcorp on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.1.01(c); (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and Internal Restructuring (including the rules and regulations thereunder and the NYSE rules Fortrea Transfer) shall have been taken or made, and, where applicable, have become effective or been accepted.consummated in all material respects; (vviii) Each Labcorp shall have received a written opinion from Xxxxx Day, tax counsel to Labcorp, satisfactory to the Labcorp Board, regarding (i) the qualification of the Ancillary Agreements Fortrea Transfer, taken together with the Distribution, as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, and (ii) the qualification of the Distribution as a distribution of Fortrea stock to Labcorp’s shareholders pursuant to Section 355 of the Code, and such opinion shall not have been withdrawn or rescinded as of the Distribution Date; (ix) Labcorp shall have been duly executed received a private letter ruling from the U.S. Internal Revenue Service, satisfactory to the Labcorp Board, regarding the qualification of the Fortrea Transfer, the Special Cash Payment, the Distribution and delivered by certain related transactions for the applicable parties thereto.Intended Tax Treatment, and such ruling shall remain in effect as of the Distribution Date; (vix) An independent appraisal firm acceptable to Labcorp shall have delivered one or more opinions to the Labcorp Board confirming the solvency and financial viability of Labcorp prior to the Distribution and of Labcorp and Fortrea after consummation of the Distribution, and such opinions shall be acceptable to Labcorp in form and substance in Labcorp’s sole discretion and such opinions shall not have been withdrawn or rescinded; (xi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixii) The SpinCo Common Units to be distributed to the Parent unitholders No other events or developments shall exist or shall have occurred that, in the judgment of the Labcorp Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any other Transaction Document; (xiii) Each of the Transaction Documents shall have been accepted for listing on duly executed and delivered by the NYSE, subject to official notice of distribution.applicable parties thereto; (viiixiv) The Retained Cash of five million dollars ($5,000,000) Fortrea shall have consummated the Fortrea Financing Arrangements in accordance with Section 1.11(a), and Labcorp shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).Fortrea Financing Arrangements; (ixxv) Parent The actions and filings necessary or advisable under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have received been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority; and (or shall receive simultaneously with xvi) Any required approvals of any Governmental Authority necessary to consummate the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of transactions contemplated by this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Transaction Documents shall have been satisfied or waivedobtained and be in full force and effect. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Labcorp and shall not give rise to or create any duty on the part of Parent, Parent GP Labcorp or the GP Labcorp Board to waive or not waive any such condition or in any way limit ParentLabcorp’s right to terminate this Agreement as set forth in Article IX VI or alter the consequences of any such termination from those specified in Article IXVI. Any determination made by the GP Labcorp Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a2.03(a) shall be conclusive and binding on the Parties. If Parent Labcorp waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of Record Holders or a notice of Internet availability of the Information Statement shall have been delivered to such holders, posted on the InternetRecord Holders. (iii) The private letter ruling, received by Parent on October 16, 2017 from the Internal Revenue Service regarding the federal income tax treatment of the Contribution and the Distribution, shall not have been revoked or modified in any material respect and Parent shall have received one or more opinions from Parent’s tax advisors satisfactory to the Parent Board, including the opinion of Wachtell, Lipton, Xxxxx & Xxxx to the effect that the Distribution will be a transaction described in Section 355(a) of the Code, regarding the federal income tax treatment of the Contribution and the Distribution. (iv) The transfer of the Transferred Coal Assets (other than any Delayed Transferred Coal Asset) and Assumed Coal Liabilities (other than any Delayed Assumed Coal Liability) contemplated to be transferred from Parent (or a member of Parent Group) to SpinCo CoalCo (or a member of CoalCo Group) on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo CoalCo (or a member of CoalCo Group) to Parent (or a member of Parent Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent immediately prior to the Distribution and (ii) of Parent and CoalCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded. (vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units CoalCo Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained CoalCo, or members of the CoalCo Group, shall have entered into the CoalCo Financing Arrangements as contemplated in Section 2.16, Parent shall have received the Cash Transfer, the Partial Use of five million dollars ($5,000,000) Proceeds shall have been effectuated, and Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including neither Parent or any member of Parent Group shall have any further Liability under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)CoalCo Financing Arrangements. (ixxi) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent OSG in its sole and absolute discretion, of the following conditions: (i) The Separation and the Contribution shall have been completed in accordance with this Agreement and the Contribution Agreement, except for such steps (if any) as OSG in its sole discretion shall have determined need not be completed before the Effective Time. (ii) The SEC shall have declared effective the Form 10; 10 (or the Form 10 shall otherwise have become effective), no order suspending the effectiveness of the Form 10 shall be in effect; effect and no proceedings for such purposes shall have been instituted or threatened by the SEC. (iiiii) The Information Statement shall have been mailed to Parent’s unitholders orRecord Holders. (iv) OSG shall have received the Tax Opinion, in form and substance satisfactory to OSG in its sole discretion. (v) All Approvals or Notifications required in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internettransactions contemplated hereby shall have been received and shall be in full force and effect. (iiivi) The OSG Board shall have received an opinion from a nationally recognized appraisal, valuation and investment banking firm, in form and substance satisfactory to the OSG Board in its sole discretion, regarding: (A) the solvency of each of OSG and INSW after the Contribution, Separation and Distribution and (B) the existence of surplus after OSG has made the Distribution. (vii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent a Party (or the relevant member of its Group) to SpinCo the other Party (or the relevant member of its Group) on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1‎2.1. (ivviii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, shall have become effective or been accepted. (vix) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viixi) The SpinCo Common Units INSW Stock to be distributed to the Parent unitholders OSG securityholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiixii) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeOSG Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board OSG and shall not give rise to or create any duty on the part of Parent, Parent GP OSG or the GP OSG Board to waive or not waive any such condition or in any way limit ParentOSG’s right to terminate this Agreement as set forth in Article ‎Article IX or alter the consequences of any such termination from those specified in Article ‎Article IX. Any determination made by the GP OSG Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a‎3.3(a) shall be conclusive and binding on the Parties. If Parent OSG waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent WMB in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective conditions set forth in this Section 4.3. Any determination by WMB regarding the Form 10; no order suspending satisfaction or waiver of any of such conditions will be conclusive. For the avoidance of doubt, in the event that WMB determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by WMB will not impact the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted Contribution or threatened by the SECIPO. (iia) The Information Statement shall have been mailed to Parent’s unitholders orreceipt by WMB, in connection with the delivery form and substance satisfactory to it, of a notice of Internet availability ruling by the IRS and an opinion from its legal advisors regarding the tax consequences of the Information Statement Distribution and such other matters, as it will determine to such holders, posted on the Internetbe necessary or advisable in its sole and absolute discretion. (iiib) The transfer receipt of any Governmental Approvals and material Consents necessary to consummate the Transferred Assets (other than any Delayed Transferred Asset) Distribution, which Governmental Approvals and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to Consents will be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, in full force and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1effect. (ivc) No order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will be in effect and no other event outside the control of WMB will have occurred or failed to occur that prevents the consummation of the Distribution. (d) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder and the NYSE rules shall Distribution will have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viie) The SpinCo WPX Common Units Stock to be distributed to the Parent unitholders in the Distribution shall will have been accepted for listing on the NYSENew York Stock Exchange, subject to official notice of distributionissuance. (viiif) The Retained Cash receipt by WMB, in form and substance satisfactory to it, of five million dollars ($5,000,000i) shall be held an opinion from Delaware counsel, selected by Parent WMB in its sole and absolute discretion, regarding the appropriateness of the determination by the WMB Board that WMB has sufficient surplus under Delaware law to permit the Distribution, (ii) an opinion from its financial advisor with respect to (A) the fairness, as of the Effective Timedate of such opinion, to holders of WMB Common Stock, from a financial point of view, of the Distribution, and Parent’s net working (B) the ability of WMB and WPX, given their respective capital (including structures following the Retained Cash) Distribution, to finance their respective operating and capital requirements through a specified date based on conditions in the capital markets as of the Effective Time shall be no less than five million dollars date of such opinion, and ($5,000,000iii) appropriate certificates from WPX and/or WPX’s senior management with respect to factual matters required by the advisors to render the opinions referenced in (i) and (ii). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent eBay in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders the Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) eBay shall have received the Tax Opinion regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. (iv) The transfer of the Transferred PayPal Assets (other than any Delayed Transferred PayPal Asset) and Assumed PayPal Liabilities (other than any Delayed Assumed PayPal Liability) contemplated to be transferred from Parent eBay to SpinCo PayPal on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained eBay Assets (other than any Delayed Retained eBay Asset) and Retained eBay Liabilities (other than any Delayed Retained eBay Liability) contemplated to be transferred from SpinCo PayPal to Parent eBay on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvi) Any Approvals or Notifications of any Governmental Authorities required for the consummation of the Separation and Distribution, including any required Approvals or Notifications of the Commission de Surveillance du Secteur Financier, the Bank Centrale du Luxembourg or the European Central Bank, have been obtained. (vii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units PayPal Shares to be distributed to the Parent unitholders eBay stockholders in the Distribution shall have been accepted for listing on the NYSEPayPal Stock Exchange, subject to official notice of distribution. (viiix) The Retained PayPal and/or the applicable PayPal Designees shall have received the Transferred Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)Amount. (ixxi) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations eBay Board, in its sole and absolute discretion, make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board eBay and shall not give rise to or create any duty on the part of Parent, Parent GP eBay or the GP eBay Board to waive or not waive any such condition or in any way limit ParenteBay’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP eBay Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent eBay waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement An independent appraisal firm acceptable to Parent shall have been mailed delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and Telemynd after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to sole discretion and such holders, posted on the Internet.opinions shall not have been withdrawn or rescinded; (iii) The transfer of the Transferred Telemynd Assets (other than any Delayed Transferred Telemynd Asset) and Assumed Telemynd Liabilities (other than any Delayed Assumed Telemynd Liability) contemplated to be transferred from Parent to SpinCo Telemynd on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.12.01. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viivi) The SpinCo Common Units to be distributed to No other events or developments shall exist or shall have occurred that, in the judgment of the Parent unitholders Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution shall have been accepted for listing on or the NYSE, subject to official notice of distributiontransactions contemplated by this Agreement or any Ancillary Agreement. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ixvii) Parent shall have received (from each Record Holder a true, correct and complete IRS Form W-9 or shall receive simultaneously with applicable IRS Form W-8, duly executed by such Record Holder on the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waivedDistribution Date. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a3.03(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver waiver, in whole or in part, by Parent YUM in its sole and absolute discretion, of the following conditions: (i) The transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred to SpinCo (or another member of the SpinCo Group) on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the YUM Assets (other than any Delayed YUM Asset) and YUM Liabilities (other than any Delayed YUM Liability) contemplated to be transferred to YUM (or another member of the YUM Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ii) YUM shall have received (A) one (1) or more opinions of its external tax advisors, in each case, satisfactory to the YUM Board, regarding certain tax matters relating to the Distribution and related transactions and (B) an opinion of each of Xxxxx Xxxxx LLP and PricewaterhouseCoopers LLP, regarding the qualification of the Distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 361 of the Code. (iii) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted be pending before or threatened by the SEC. (iiiv) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (ivv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, shall have become effective or been accepted. (vvi) Each Any Approvals or Notifications of any Governmental Authorities required for the consummation of the Ancillary Agreements Separation and Distribution shall have been duly executed and delivered by the applicable parties theretoobtained. (vivii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiviii) The SpinCo Common Units Shares to be distributed to the Parent unitholders YUM shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)issuance. (ix) Parent Each of the Ancillary Agreements shall have received (or shall receive simultaneously with been duly executed and delivered by the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreementapplicable parties thereto. (x) Each An independent valuation firm shall have delivered one (1) or more opinions to the YUM Board confirming the solvency and financial viability of each of YUM and SpinCo immediately after the consummation of the conditions Distribution, and such opinions shall be acceptable to YUM in form and substance in YUM’s sole discretion, and such opinions shall not have been withdrawn, rescinded or modified in any respect. (xi) No other event or development shall have occurred or shall exist that, in the party’s obligations judgment of the YUM Board, in its sole discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (Separation, the Distribution or the other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waivedtransactions contemplated hereby. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board YUM and shall not give rise to or create any duty on the part of Parent, Parent GP YUM or the GP YUM Board to waive or not waive any such condition or in any way limit ParentYUM’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP YUM Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject Subject to the satisfactionSection 4.3, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed are conditions to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) Distribution. The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board HLT and shall not give rise to or create any duty on the part of Parent, Parent GP HLT or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made condition. (a) The applicable Form 10 shall have been declared effective by the GP Board Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the applicable Information Statement (or applicable Notice of Internet Availability of Information Statement Materials) shall have been mailed to the holders of HLT Common Stock; (b) With respect to the (i) PK Distribution, the PK Common Stock to be delivered in the PK Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution and (ii) HGV Distribution, the HGV Common Stock to be delivered in the HGV Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) Prior to the Distribution Date, HLT shall have obtained an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, its tax counsel, in form and substance satisfactory to HLT (in its sole discretion), to the effect that the Distribution should qualify as a tax-free distribution under Section 355 of the Code; (d) On or prior to the Distribution concerning Date, Blackstone shall have delivered the satisfaction Waiver Letter to PK; (e) Prior to the Distribution Date, with respect to the PK Distribution, PK shall have obtained an opinion from Xxxxx Lovells US LLP, in form and substance reasonably satisfactory to PK, to the effect that, commencing with PK’s taxable year ending December 31, 2016, PK should have been organized in conformity with the requirements for qualification as a REIT under the Code, and its proposed method of operation should enable it to meet the requirements for qualification and taxation as a REIT; (f) The IRS Ruling shall not have been revoked or waiver modified in any material respect; (g) Prior to the Distribution Date, the Board shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to HLT, with respect to the capital adequacy and solvency of each of HLT, PK and HGV after giving effect to the Distribution; (h) Any material Governmental Approvals and other Consents necessary to consummate the applicable Distribution or any portion thereof shall have been obtained and be in full force and effect, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.5 shall not be deemed necessary to consummate any Distribution; (i) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the conditions applicable Distribution shall be pending, threatened, issued or in effect, and no other event outside the control of HLT shall have occurred or failed to occur that prevents the consummation of all or any portion of the applicable Distribution; (j) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on HLT or its stockholders; (k) The Financing Arrangements described in the applicable Information Statements as having occurred prior to the Distribution shall have been consummated on or prior to the Distribution; (l) The Plan of Reorganization shall have been completed, except for such steps as HLT in its sole discretion shall have determined may be completed after the Effective Time; (m) The actions and events set forth in Section 3.3(aSections 3.1, 3.2 and 3.3 shall have occurred; (n) The Board shall have approved the Distribution, which approval may be conclusive given or withheld at its absolute and binding on the Parties. If Parent waives any material condition, it sole discretion; (o) Each Specified Ancillary Agreement shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverhave been executed by each party thereto.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver waiver, in whole or in part, by Parent Silver Bull in its sole and absolute discretion, of the following conditions: (i) All corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby by each Party shall have been obtained. (ii) The SEC shall have declared effective the Form 1020-F; no order suspending the effectiveness of the Form 10 20-F shall be in effect; and no proceedings for such purposes shall have been instituted be pending before or threatened by the SEC. (iiiii) The Information Statement Copies of the Form 20-F, or notice of Internet availability thereof, shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1Record Holders. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state state, Canadian or other securities Laws or blue sky Laws (and any comparable Laws under any foreign jurisdiction) and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, shall have become effective or been accepted. (v) Each Any Governmental Approvals required for the consummation of the Ancillary Agreements Distribution shall have been duly executed and delivered by the applicable parties theretoobtained. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to Each of the Parent unitholders in the Distribution Ancillary Agreements shall have been accepted for listing on duly executed and delivered by the NYSE, subject to official notice of distributionapplicable parties thereto. (viii) The Retained Cash of five million dollars No other event or development shall have occurred or shall exist ($5,000,000) shall be held by Parent as including any material breach of the Effective Timerepresentations, and Parent’s net working capital (including warranties, covenants or agreements of this Agreement) that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentSilver Bull Board, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations its sole discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (Distribution or the other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waivedtransactions contemplated hereby. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Silver Bull and shall not give rise to or create any duty on the part of Parent, Parent GP Silver Bull or the GP Silver Bull Board to waive or not waive any such condition or in any way limit Parent’s Silver Bull's right to terminate this Agreement as set forth in Article IX V or alter the consequences of any such termination from those specified in Article IX. V. Any determination made by the GP Silver Bull Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a2.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) Parent shall have received a private letter ruling from the IRS, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters; (iv) Parent shall have received one or more opinions from its tax advisors, in each case satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code; (v) An independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vi) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) The actions and filings necessary or appropriate with respect to applicable state insurance and residential service contract regulators, including in California, Florida and Texas, shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority; (ix) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixi) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE[•], subject to official notice of distribution.; (viiixii) The Retained Cash SpinCo and/or other members of five million dollars ($5,000,000) the SpinCo Group shall have consummated, as applicable, the SpinCo Financing Arrangements. SpinCo shall have issued and incurred the SpinCo Debt on terms satisfactory to Parent in its sole and absolute discretion. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no Liability whatsoever under the SpinCo Financing Arrangements; (xiii) The Debt Exchange shall have been consummated in a manner satisfactory to Parent in its sole and Parent’s net working capital absolute discretion; and (including xiv) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received an opinion from Wachtell, Lipton, Rxxxx & Kxxx, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) The transfer of the Transferred GRP&E/BCS Assets (other than any Delayed Transferred GRP&E/BCS Asset) and Assumed GRP&E/BCS Liabilities (other than any Delayed Assumed GRP&E/BCS Liability) contemplated to be transferred from Parent to GRP&E/BCS SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from GRP&E/BCS SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Separation Step Plan. (ivv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent and GRP&E/BCS SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded. (vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units GRP&E/BCS Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Cash of five million dollars ($5,000,000) Parent shall have received the proceeds from the GRP&E/BCS Financing Arrangements contemplated by Section 2.14 and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)GRP&E/BCS Financing Arrangements. (ixxi) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Ventas in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Ventas shall have received an opinion from its outside counsel, satisfactory to the Ventas Board, to the effect that the tax treatment of the Contribution and the Distribution, taken together, should qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) and 368(a)(1)(D) of the Code. (iv) Ventas shall have received an opinion from its outside counsel, satisfactory to the Ventas Board, to the effect that the manner in which SpinCo is organized and its proposed method of operation will enable it to qualify to be taxed as a REIT under Sections 856 through 859 of the Code following the Distribution. (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent Ventas to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Ventas Assets (other than any Delayed Retained Ventas Asset) and Retained Ventas Liabilities (other than any Delayed Retained Ventas Liability) contemplated to be transferred from SpinCo to Parent Ventas on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units Shares to be distributed to the Parent unitholders Ventas shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Ventas shall have received the proceeds from the Cash Transfer, and SpinCo and other members of five million dollars (the SpinCo Group shall have assumed or entered into, as applicable, the SpinCo Financing Arrangements and incurred at least $5,000,000) [ ] of new indebtedness pursuant thereto, and Ventas shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)SpinCo Financing Arrangements. (ixxi) Parent An independent appraisal firm acceptable to Ventas shall have received (delivered one or shall receive simultaneously with more opinions to the Ventas Board confirming the solvency and financial viability of Ventas before the consummation of the Distribution and each of Ventas and SpinCo after consummation of the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer such opinions shall be acceptable to Ventas in accordance with the terms of this Agreement form and the Merger Agreementsubstance in Ventas’s sole discretion and such opinions shall not have been withdrawn or rescinded. (xxii) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Ventas Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Ventas and shall not give rise to or create any duty on the part of Parent, Parent GP Ventas or the GP Ventas Board to waive or not waive any such condition or in any way limit ParentVentas’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Ventas Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent the Company in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10S-1; no order suspending the effectiveness of the Form 10 S-1 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Transferred Asset or Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Asset or Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent the Company on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iviii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules of the [insert stock exchange to be used by SpinCo] shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viiv) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiv) The SpinCo Common Units Stock to be distributed to the Parent unitholders holders of the Company Common Stock in the Distribution shall have been accepted for listing on the NYSE[insert stock exchange to be used by SpinCo], subject to official notice of distribution. (viiivi) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent SpinCo shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer financings described in accordance with the terms of this Agreement and the Merger AgreementPromissory Note. (xvii) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 6.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix6.1(h)), Section 8.2, 6.2 and Section 8.3 6.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP the Company and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP the Company or the GP Board to waive or not waive any such condition or in any way limit Parentthe Company’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board Board, such determination to be made with the prior written consent of Parent, which consent shall not be unreasonably withheld, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a3.1(a) shall be conclusive and binding on the Parties. If Parent the Company waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation IMS HEALTH Board of Directors shall declare the Distribution will be subject to on the satisfaction, Declaration Date following the satisfaction or waiver by Parent IMS HEALTH, as determined by IMS HEALTH in its sole and absolute discretion, of the following conditionsconditions set forth below: (i) The SEC shall have declared effective private letter ruling received from the Form 10; no order suspending IRS providing that, among other things, the effectiveness Recapitalization and the Distribution will qualify as tax-free transactions for federal income tax purposes under Sections 354 and 355 of the Form 10 Code, respectively (the "IRS Ruling") shall be continue in effect; and no proceedings for such purposes IMS HEALTH and Gartner shall have been instituted or threatened by complied with all provisions set forth in the SEC.IRS Ruling, the request for the IRS Supplemental Ruling and, if granted prior to such time, the IRS Supplemental Ruling, in each case, that are required to be complied with prior to the Declaration Date; (ii) The Information Statement Any material governmental approvals and consents necessary to consummate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement shall have been mailed to Parent’s unitholders or, obtained and shall be in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.full force and effect; (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution and the Distribution or any of other transactions contemplated hereby and by the transactions related thereto Recapitalization Agreement shall be in effect.effect and no other event outside the control of IMS HEALTH shall have occurred or failed to occur that prevents the lawful consummation of the Distribution; (iv) The Recapitalization, the Cash Dividend, the Stock Repurchase and the Distribution shall be in compliance with applicable federal and state securities and other applicable laws; (v) Each of Gartner and IMS HEALTH shall have received all the Required Consents; (vi) All conditions to the Recapitalization shall have been satisfied or waived and no circumstances shall exist that would reasonably be expected to prevent the consummation of the Recapitalization immediately following the declaration of the Distribution; (vii) The SpinCo Common Units to Cash Dividend shall be distributed to declared by the Parent unitholders in Board of Directors of Gartner substantially simultaneously with the declaration of the Distribution and no circumstances shall exist that would reasonably be expected to prevent the prompt payment of the Cash Dividend; (viii) The Stock Repurchase shall have been accepted authorized and not revoked by the Board of Directors of Gartner, or shall be so authorized simultaneously with the declaration of the Distribution and shall be committed to by Gartner to the satisfaction of IMS HEALTH; (ix) The Form 8-A shall have been filed with the Commission and there shall be no impediment to the certification by the NYSE to the Commission of the listing of the Class B Common Stock; (x) The Class B Common Stock shall have been approved for listing on the NYSE, subject to official notice of distribution.issuance; (viiixi) The Retained Cash Each of five million dollars ($5,000,000) the representations and warranties of Gartner set forth in this Agreement shall have been true and correct in all material respects when made and shall be held by Parent true and correct in all material respects as of the Effective Time, Declaration Date; and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent Gartner shall have received (performed or shall receive simultaneously complied in all material respects with the Distribution) the Specified Payment, the Indebtedness Payment all agreements and the proceeds from the SpinCo Cash Transfer in accordance with the terms of covenants required to be performed by it under this Agreement and the Merger Agreement.Recapitalization Agreement at or prior to the Declaration Date; and IMS HEALTH shall have received a certificate of the chief executive officer of Gartner as to the foregoing; (xxii) Each IMS HEALTH shall have received copies of the conditions to the party’s obligations to effect the Merger set forth in Financing Commitments from Gartner, Gartner shall have complied with Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.22.3 hereof, and Section 8.3 of IMS HEALTH, acting reasonably, shall be satisfied that funds available pursuant to such Financing Commitments, together with funds internally available to Gartner, shall be sufficient to consummate the Merger Agreement Cash Dividend and the Stock Repurchase; (xiii) All actions and other documents and instruments reasonably necessary in connection with the transactions contemplated hereby shall have been satisfied taken or waived. (b) executed, as the case may be, in form and substance reasonably satisfactory to IMS HEALTH; and The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board IMS HEALTH and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board IMS HEALTH to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. The Premark Board shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Premark Board in its sole discretion: (ai) The consummation Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, qualify as a tax-free distribution for federal income tax purposes under Section 355 of the following conditions: Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (iii) The SEC the Premark Board shall have declared effective given final approval of the Form 10Distribution; no order suspending (iii) all material consents which are required to effect the effectiveness of Distribution shall have been received; (iv) the Form 10 shall have been declared effective by the Commission; (v) the Tupperware Board, composed as contemplated by Section 3.03, shall have been duly elected; (vi) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; and no proceedings for such purposes (vii) the Tupperware Common Stock shall have been instituted or threatened approved for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d); (viii) the SEC. (ii) The Information Statement transactions contemplated by Section 3.01 and Section 3.02 shall have been mailed to Parent’s unitholders or, consummated in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. all material respects; (iiiix) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) Premark and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution Tupperware shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been duly executed issued and delivered by the applicable parties thereto. shall be in full force and effect; and (vixi) No no order, injunction or decree issued by any Governmental Authority court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to ; provided that the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice satisfaction of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the such -------- conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty obligation on the part of Parent, Parent GP Premark or any other party hereto to effect the GP Board to waive or not waive any such condition Distribution or in any way limit Parent’s right to terminate this Agreement as Premark's power of termination set forth in Article IX Section 6.10 or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverSection.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, satisfaction or waiver by Parent Xxxxxxx Controls, in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Adient Assets (other than any Delayed Transferred Adient Asset) and Assumed Adient Liabilities (other than any Delayed Assumed Adient Liability) contemplated to be transferred from Parent Xxxxxxx Controls to SpinCo Adient on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Xxxxxxx Controls Assets (other than any Delayed Retained Xxxxxxx Controls Asset) and Retained Xxxxxxx Controls Liabilities (other than any Delayed Retained Xxxxxxx Controls Liability) contemplated to be transferred from SpinCo Adient to Parent Xxxxxxx Controls on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws Laws, and the rules and regulations thereunder and the NYSE rules thereunder, shall have been taken or made, made and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units Adient Shares to be distributed to the Parent unitholders Xxxxxxx Controls shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Xxxxxxx Controls shall have received the proceeds from the Adient Cash of five million dollars ($5,000,000) Transfer and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)Adient Financing Arrangements. (ix) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Xxxxxxx Controls Board, in its sole and absolute discretion, make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Xxxxxxx Controls and shall not give rise to or create any duty on the part of Parent, Parent GP Xxxxxxx Controls or the GP Xxxxxxx Controls Board to waive or not waive any such condition or in any way limit Parent’s Xxxxxxx Controls’ right to terminate this Agreement as set forth in Article IX or or, prior to the Distribution, alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Xxxxxxx Controls Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent Xxxxxxx Controls waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or or, to the extent permitted by applicable Law, waiver by Parent AWI in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; , no order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) AWI shall have received an opinion from its outside counsel to the effect that the Separation and the Distribution, taken together, should qualify as a transaction that is described in Sections 368(a)(1)(D) and 355 of the Code. (iv) The AWI Board shall have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in form and substance satisfactory to the AWI Board, substantially to the effect that, immediately after and giving effect to the Separation and Distribution and on a pro forma basis: (a) each of the fair value and present fair saleable value of the assets of AWI and AFI on a consolidated basis would exceed the stated liabilities and identified contingent liabilities of AWI and AFI, respectively, on a consolidated basis; (b) each of AWI and AFI should be able to pay its debts as they become absolute and mature; and (c) each of AWI and AFI should not have unreasonably small capital for the business in which each such entity is engaged. (A) The Division shall have occurred as contemplated by the Plan of Division and this Agreement, (B) the Merger shall have occurred as contemplated by the Merger Agreement and this Agreement, (C) the transfer of the Transferred AFI Assets (other than any Delayed Transferred AFI Asset) and Assumed AFI Liabilities (other than any Delayed Assumed AFI Liability) contemplated to be transferred from Parent AWI to SpinCo AFI on or prior to the Distribution shall have occurred as contemplated by Section 2.12.2, and (D) the transfer of the Retained AWI Assets (other than any Delayed Retained AWI Asset) and Retained AWI Liabilities (other than any Delayed Retained AWI Liability) contemplated to be transferred from SpinCo AFI to Parent AWI on or prior to the Distribution Date shall have occurred as contemplated by Section 2.12.2. (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or and other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be threatened or in effect. (viiix) The SpinCo Common Units AFI Shares to be distributed to the Parent unitholders AWI shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeAWI Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board AWI and shall not give rise to or create any duty on the part of Parent, Parent GP AWI or the GP AWI Board to waive or not waive any such condition or in any way limit ParentAWI’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP AWI Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent AWI waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of Centex to declare the Distribution will on the Declaration Date and to cause the Distribution to be effected on the Distribution Date are subject to the satisfaction, satisfaction or waiver by Parent Centex, as determined by Centex in its sole and absolute discretion, of the following conditions: conditions set forth below (i) The SEC shall have declared effective which conditions must be satisfied or waived on or prior to the Form 10; no order suspending Declaration Date unless any such condition by its terms can only be satisfied after the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders orDeclaration Date, in connection with the delivery of a notice of Internet availability of the Information Statement to which case such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to condition must be transferred from Parent to SpinCo satisfied or waived on or prior to the Distribution Date): (i) a private letter ruling from the IRS shall have occurred as contemplated by Section 2.1been obtained, and shall continue in effect, providing that, among other things, the transfer Reclassification and the Distribution will qualify as tax-free transactions for federal income tax purposes under Sections 368(a), 354 and 355 of the Retained Assets Code (other than any Delayed Retained Asset) the “IRS Ruling”), which ruling shall be in form and Retained Liabilities (other than any Delayed Retained Liability) contemplated substance satisfactory to Centex in its sole discretion; and Centex and CXP shall have complied with all conditions set forth in such ruling that are required to be transferred from SpinCo to Parent on or complied with prior to the Declaration Date and the Distribution Date shall have occurred as contemplated by Section 2.1.Date; (ivii) The actions any material governmental approvals and filings consents necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws for Centex to declare and effect the Distribution and the rules and regulations thereunder and the NYSE rules other Transactions shall have been taken or made, and, where applicable, have become effective or been accepted.obtained and shall be in full force and effect; (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No no order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the declaration and effectuation of the Distribution or the consummation of the Separation, other Transactions shall be in effect and no other event outside the control of Centex shall have occurred or failed to occur that prevents the lawful declaration and effectuation of the Distribution or any the consummation of the transactions related thereto other Transactions; (iv) the Distribution and the other Transactions shall be in effect.compliance with applicable federal and state securities and other applicable laws; (v) all of the Required Consents shall have been obtained; (vi) in the case of the obligation to declare the Distribution, (A) all conditions to the payment of the Cash Dividend shall have been satisfied or waived by CXP; (B) the Cash Dividend shall have been declared by the Board of Directors of CXP and (C) no circumstances shall exist that, in the reasonable judgment of Centex, could be expected to prevent the payment of the Cash Dividend prior to the Distribution; and, in the case of the obligation to effect the Distribution, the Cash Dividend shall have been paid to the stockholders of CXP (including Centex); (vii) The SpinCo Common Units in the case of the obligation to be distributed declare the Distribution, (A) all conditions to the Parent unitholders obligations of Centex to consummate the Reclassification set forth in the Distribution Merger Agreement (other than the conditions set forth in Section 4.2(d) and the conditions set forth in Section 4.2(e) to the extent it requires that the Cash Dividend have been paid) shall have been accepted satisfied or waived by Centex; and (B) no circumstances shall exist that, in the reasonable judgment of Centex, could be expected to prevent the consummation of the Reclassification immediately prior to the Distribution; and, in the case of the obligation to effect the Distribution, the Reclassification shall have been consummated; (viii) the Form 8-A shall have been filed with the Commission; (ix) the Class B Shares shall have been approved for listing on the NYSE, subject to official notice of distribution.issuance; (viiix) The Retained Cash all representations and warranties of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer CXP set forth in accordance with the terms of this Agreement and the Merger Agreement.Agreement that are qualified as to materiality shall be true and correct, and any such representations and warranties that are not so qualified shall be true and correct in all material respects, as of the Distribution Date; and (xxi) Each of the conditions all covenants to have been performed at or prior to the party’s obligations Distribution Date by CXP pursuant to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of this Agreement or the Merger Agreement shall have been satisfied performed at or waived. (b) prior to the Distribution Date by CXP in all material respects. The foregoing conditions are solely for the sole benefit of Parent, Parent GP and the GP Board Centex and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board Centex to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Vornado in its sole and absolute discretion, of the following conditions: (i) The receipt of an opinion of Xxxxxxx & Xxxxxxx LLP, special tax counsel to Vornado, satisfactory to the Vornado Board, to the effect that the VRLP Distribution and the Vornado Distribution, together with certain related transactions, will, with respect to UE, VRLP, Vornado and the shareholders of Vornado, qualify as transactions that are generally tax-free for U.S. federal income tax purposes under Sections 351, 355, and 731 of the Code, including with respect to certain matters relating to these transactions that are not covered by the private letter ruling that Vornado has received from the IRS; (ii) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (iiiii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iiiiv) The transfer of the Transferred UE Assets (other than any Delayed Transferred UE Asset) and Assumed UE Liabilities (other than any Delayed Assumed UE Liability) contemplated to be transferred from Parent Vornado to SpinCo UE on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Vornado Assets (other than any Delayed Retained Vornado Asset) and Retained Vornado Liabilities (other than any Delayed Retained Vornado Liability) contemplated to be transferred from SpinCo UE to Parent Vornado on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vivii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.; (viiviii) The SpinCo Common Units UE Shares to be distributed to the Parent unitholders holders of Vornado Shares in the Vornado Distribution and to the holders of VRLP Interests in the VRLP Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viiiix) The Retained Cash UE and other members of five million dollars ($5,000,000) the UE Group shall have assumed or entered into, as applicable, the UE Financing Arrangements, and Vornado shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent it shall have received (or shall receive simultaneously no further Liability whatsoever with respect to the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement.UE Financing Arrangements; (x) Each UE shall have received an opinion of its counsel, satisfactory to it, to the effect that the manner in which UE is organized and its proposed method of operation will enable it to qualify to be taxed as a REIT under Sections 856 through 859 of the conditions to Code following the party’s obligations Distribution; and (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the Vornado Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Vornado and shall not give rise to or create any duty on the part of Parent, Parent GP Vornado or the GP Vornado Board to waive or not waive any such condition or in any way limit ParentVornado’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Vornado Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent Vornado waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent WMB in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective conditions set forth in this Section 4.3. Any determination by WMB regarding the Form 10; no order suspending satisfaction or waiver of any of such conditions will be conclusive. For the avoidance of doubt, in the event that WMB determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by WMB will not impact the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted Contribution or threatened by the SECIPO. (iia) The Information Statement shall have been mailed to Parent’s unitholders orreceipt by WMB, in connection with the delivery form and substance satisfactory to it, of a notice of Internet availability ruling by the IRS and an opinion from its legal advisors regarding the tax consequences of the Information Statement Distribution and such other matters, as it will determine to such holders, posted on the Internetbe necessary or advisable in its sole and absolute discretion. (iiib) The transfer receipt of any Governmental Approvals and material Consents necessary to consummate the Transferred Assets (other than any Delayed Transferred Asset) Distribution, which Governmental Approvals and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to Consents will be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, in full force and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1effect. (ivc) No order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will be in effect and no other event outside the control of WMB will have occurred or failed to occur that prevents the consummation of the Distribution. (d) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder and the NYSE rules shall Distribution will have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viie) The SpinCo WPX Common Units Stock to be distributed to the Parent unitholders in the Distribution shall will have been accepted for listing on the NYSENew York Stock Exchange, subject to official notice of distributionissuance. (viiif) The Retained Cash receipt by WMB, in form and substance satisfactory to it, of five million dollars ($5,000,000i) shall be held an opinion from Delaware counsel, selected by Parent WMB in its sole and absolute discretion, regarding the appropriateness of the determination by the WMB Board that WMB has sufficient surplus under Delaware law to permit the Distribution, (ii) an opinion from its financial advisor with respect to (A) the fairness, as of the Effective Timedate of such opinion, to holders of WMB Common Stock, from a financial point of view, of the Distribution, and Parent’s net working (B) the ability of WMB and WPX, given their respective capital (including structures following the Retained Cash) Distribution, to finance their respective operating and capital requirements through a specified date based on conditions in the capital markets as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentdate of such opinion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.and

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent SYNNEX in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes purpose shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders the Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) SYNNEX shall have received the Tax Opinion regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code. (iv) The transfer of the Transferred Concentrix Assets (other than any Delayed Transferred Concentrix Asset) and Assumed Concentrix Liabilities (other than any Delayed Assumed Concentrix Liability) contemplated to be transferred from Parent SYNNEX to SpinCo Concentrix on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained SYNNEX Assets (other than any Delayed Retained SYNNEX Asset) and Retained SYNNEX Liabilities (other than any Delayed Retained SYNNEX Liability) contemplated to be transferred from SpinCo Concentrix to Parent SYNNEX on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivv) An independent appraisal firm acceptable to SYNNEX shall have delivered one or more opinions to the SYNNEX Board confirming the solvency and financial viability of SYNNEX and Concentrix after consummation of the Distribution, and such opinions shall be acceptable to SYNNEX in form and substance in SYNNEX’s sole discretion and such opinions shall not have been withdrawn or rescinded. (vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Any Approvals or Notifications of any Governmental Authorities required for the consummation of the Separation and Distribution have been obtained. (viii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viix) The SpinCo Common Units Concentrix Shares to be distributed to the Parent unitholders SYNNEX stockholders in the Distribution shall have been accepted for listing on the NYSENasdaq Global Select Market, subject to official notice of distribution. (viiixi) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeSYNNEX Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board SYNNEX and shall not give rise to or create any duty on the part of Parent, Parent GP SYNNEX or the GP SYNNEX Board to waive or not waive any such condition or in any way limit ParentSYNNEX’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP SYNNEX Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent SYNNEX waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been made mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received an opinion from its outside counsel regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and Varex after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) The transfer of the Transferred Varex Assets (other than any Delayed Transferred Varex Asset) and Assumed Varex Liabilities (other than any Delayed Assumed Varex Liability) contemplated to be transferred from Parent to SpinCo Varex on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo Varex to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) Varex and other members of the Varex Group shall have assumed or entered into, as applicable, the Varex Financing Arrangements and incurred at least $[●] of new indebtedness pursuant thereto. (vii) Parent shall have received the proceeds from the Cash Transfer, and Parent shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the Varex Financing Arrangements. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vix) Each of the Ancillary Agreements, the Commercial Agreements and the agreements set forth on Schedule 1.1(b) shall have been duly executed and delivered by the applicable parties thereto. (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viixi) The SpinCo Common Units Varex Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSENasdaq, subject to official notice of distribution. (viiixii) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeParent Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent DDR in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; effect and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The transfer of the Transferred RVI Assets (other than any Delayed Transferred RVI Asset) and Assumed RVI Liabilities (other than any Delayed Assumed RVI Liability) contemplated to be transferred from Parent DDR to SpinCo RVI on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained DDR Assets (other than any Delayed Retained DDR Asset) and Retained DDR Liabilities (other than any Delayed Retained DDR Liability) contemplated to be transferred from SpinCo RVI to Parent DDR on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.; (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vi) Each of the Management Agreements shall have been duly executed and delivered by the applicable parties thereto; (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.; (viiviii) The SpinCo Common Units RVI Shares to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viiiix) The Retained Cash of five million dollars ($5,000,000) DDR shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent it shall have received (or shall receive simultaneously no further Liability whatsoever with respect to the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance RVI Financing Arrangements other than Liabilities with the terms respect to any RVI Line of this Agreement and the Merger Agreement.Credit Guaranty; (x) Each RVI shall have received an opinion of its counsel to the effect that it has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and RVI’s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code commencing with its initial taxable year ending December 31, 2018; and (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations DDR Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2the Distribution or the transactions contemplated by this Agreement, and Section 8.3 of the Merger any Ancillary Agreement shall have been satisfied or waivedany Management Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board DDR and shall not give rise to or create any duty on the part of Parent, Parent GP DDR or the GP DDR Board to waive or not waive any such condition or in any way limit ParentDDR’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP DDR Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent SPG in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) SPG shall have received an opinion from its outside counsel, satisfactory to the SPG Board, to the effect that the Contribution and the Distribution, taken together, shall qualify as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code; (iv) The transfer of the Transferred WPG Assets (other than any Delayed Transferred WPG Asset) and Assumed WPG Liabilities (other than any Delayed Assumed WPG Liability) contemplated to be transferred from Parent SPG to SpinCo WPG on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained SPG Assets (other than any Delayed Retained SPG Asset) and Retained SPG Liabilities (other than any Delayed Retained SPG Liability) contemplated to be transferred from SpinCo WPG to Parent SPG on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vivii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.; (viiviii) The SpinCo Common Units WPG Shares to be distributed to the Parent unitholders SPG shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viiiix) The Retained Cash WPG and other members of five million dollars (the WPG Group shall have assumed or entered into, as applicable, the WPG Financing Arrangements and incurred at least $5,000,000) 1.0 billion of new indebtedness pursuant thereto, and SPG shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent it shall have received (or shall receive simultaneously no further Liability whatsoever with respect to the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement.WPG Financing Arrangements; (x) Each SPG shall have received an opinion of its outside counsel, satisfactory to the SPG Board, to the effect that the manner in which WPG is organized and its proposed method of operation will enable it to qualify to be taxed as a REIT under Sections 856 through 859 of the conditions to Code following the party’s obligations Distribution; and (xi) No other events or developments shall exist or shall have occurred that, in the judgment of the SPG Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board SPG and shall not give rise to or create any duty on the part of Parent, Parent GP SPG or the GP SPG Board to waive or not waive any such condition or in any way limit ParentSPG’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP SPG Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent SPG waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent SITC in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; effect and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement (or notice of internet availability thereof) shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The transfer of the Transferred CURB Assets (other than any Delayed Transferred CURB Asset) and Assumed CURB Liabilities (other than any Delayed Assumed CURB Liability) contemplated to be transferred from Parent SITC to SpinCo CURB on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained SITC Assets (other than any Delayed Retained Asset) and Retained SITC Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo CURB to Parent SITC on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.; (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect.; (vii) The SpinCo Common Units CURB Shares to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viii) The Retained Cash An independent appraisal firm acceptable to SITC shall have delivered one or more opinions to the SITC Board confirming the solvency and financial viability of five million dollars ($5,000,000) SITC and CURB after consummation of the Distribution, and such opinions shall be held by Parent as of the Effective Time, acceptable to SITC in form and Parentsubstance in SITC’s net working capital (including the Retained Cash) as of the Effective Time sole discretion and such opinions shall be no less than five million dollars ($5,000,000).not have been withdrawn or rescinded; (ix) Parent CURB shall have received (or shall receive simultaneously an opinion of its counsel to the effect that it has been organized in conformity with the Distribution) requirements for qualification and taxation as a REIT under the Specified PaymentCode, and CURB’s proposed method of operation will enable it to meet the Indebtedness Payment requirements for qualification and taxation as a REIT under the proceeds from the SpinCo Cash Transfer in accordance Code commencing with the terms of this Agreement and the Merger Agreement.its initial taxable year ending December 31, 2024; and (x) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations SITC Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board SITC and shall not give rise to or create any duty on the part of Parent, Parent GP SITC or the GP SITC Board to waive or not waive any such condition or in any way limit ParentSITC’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP SITC Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed or otherwise made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) Parent shall have received an opinion from its external tax counsel, satisfactory to the Parent Board in its sole discretion, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code; (iv) An independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of Parent immediately prior to the Distribution and of Parent and SpinCo immediately after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo (or the applicable members of its Group) on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo (or the applicable members of its Group) to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viiix) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.; (viiix) The Retained SpinCo and/or other members of the SpinCo Group, as applicable, shall have consummated the SpinCo Financing Arrangements. SpinCo and/or other members of the SpinCo Group shall have issued and incurred the SpinCo Debt on terms satisfactory to Parent in its sole and absolute discretion. Parent shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the SpinCo Financing Arrangements; and (including xi) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Ventas in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Ventas shall have received an opinion from its outside counsel, satisfactory to the Ventas Board, to the effect that the tax treatment of the Contribution and the Distribution, taken together, should qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355(a) and 368(a)(1)(D) of the Code. (iv) Ventas shall have received an opinion from its outside counsel, satisfactory to the Ventas Board, to the effect that the manner in which SpinCo is organized and its proposed method of operation will enable it to qualify to be taxed as a REIT under Sections 856 through 859 of the Code following the Distribution. (v) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent Ventas to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Ventas Assets (other than any Delayed Retained Ventas Asset) and Retained Ventas Liabilities (other than any Delayed Retained Ventas Liability) contemplated to be transferred from SpinCo to Parent Ventas on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units Shares to be distributed to the Parent unitholders Ventas shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Ventas shall have received the proceeds from the Cash Transfer, and SpinCo and other members of five million dollars (the SpinCo Group shall have assumed or entered into, as applicable, the SpinCo Financing Arrangements and incurred at least $5,000,000) 1.4 billion of new indebtedness pursuant thereto, and Ventas shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)SpinCo Financing Arrangements. (ixxi) Parent An independent appraisal firm acceptable to Ventas shall have received (delivered one or shall receive simultaneously with more opinions to the Ventas Board confirming the solvency and financial viability of Ventas before the consummation of the Distribution and each of Ventas and SpinCo after consummation of the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer such opinions shall be acceptable to Ventas in accordance with the terms of this Agreement form and the Merger Agreementsubstance in Ventas’s sole discretion and such opinions shall not have been withdrawn or rescinded. (xxii) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Ventas Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Ventas and shall not give rise to or create any duty on the part of Parent, Parent GP Ventas or the GP Ventas Board to waive or not waive any such condition or in any way limit ParentVentas’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Ventas Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted instituted, threatened or threatened otherwise suggested or implied by the SEC.; (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) Parent shall have received a private letter ruling from the IRS, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters; (iv) Parent shall have received an opinion from Xxxxxx, Xxxx & Xxxxxxxx LLP, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code; (v) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vi) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Global Transaction Structure; (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (ix) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixi) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSENasdaq, subject to official notice of distribution.; (viiixii) The Retained Cash SpinCo and/or other members of five million dollars ($5,000,000) the SpinCo Group shall have consummated, as applicable, the SpinCo Financing Arrangements. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).SpinCo Financing Arrangements; (ixxiii) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Final Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement.Distribution; and (xxiv) Each No other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement or Notice of Internet Availability of the Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The transfer Parent shall have received an opinion from its external tax counsel, satisfactory to the Parent Board in its sole discretion, regarding the qualification of the Transferred Assets Contribution and the Distribution, taken together, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code; (other than any Delayed Transferred Assetiv) An independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from financial viability of Parent to SpinCo on or immediately prior to the Distribution and of Parent and SpinCo immediately after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (v) The Separation, the Distribution, the Contribution and the other transactions contemplated by this Agreement and the Plan of Reorganization shall have occurred as contemplated by Section 2.1, and been completed in accordance with the transfer Plan of the Retained Assets Reorganization (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) those steps that are expressly contemplated to be transferred from SpinCo to Parent on occur at or prior to after the Distribution Date shall have occurred as contemplated by Section 2.1.Effective Time); (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viiix) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.; (viiix) The Retained SpinCo and/or other members of the SpinCo Group, as applicable, shall have consummated the SpinCo Financing Arrangements. SpinCo and/or other members of the SpinCo Group shall have issued and incurred the SpinCo Debt on terms satisfactory to Parent in its sole and absolute discretion. Parent shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the SpinCo Financing Arrangements; and (including xi) No other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall (or shall cause SpinCo to) promptly issue a press release disclosing such fact and or file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The the Information Statement shall have been mailed made available to Parent’s unitholders orthe Record Holders; (iii) Parent shall have received the IRS Ruling, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters, and such IRS Ruling shall not have been revoked or modified in any material respect; (iv) Parent shall have received one or more opinions from its tax advisors in connection with the delivery transactions contemplated by this Agreement, in each case satisfactory to the Parent Board, regarding certain U.S. federal income tax matters; (v) an independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and financial viability of a notice Parent prior to the Distribution and of Internet availability Parent and SpinCo after consummation of the Information Statement Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such holders, posted on the Internet.opinions shall not have been withdrawn or rescinded; (iiivi) The the transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1., in each case pursuant to the Plan of Reorganization; (ivvii) The the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viix) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viix) The the SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.; (viiixi) The Retained SpinCo shall have consummated the SpinCo Financing Arrangements and one or more members of the Parent Group shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer. Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no Liability whatsoever under the SpinCo Financing Arrangements; and (including xii) no other events or developments shall exist or shall have occurred that, in the Retained Cash) as judgment of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified PaymentBoard, the Indebtedness Payment in its sole and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC Parent shall have declared effective received the Form 10; no order suspending Tax Ruling on terms consistent with the effectiveness of the Form 10 Arrangement Agreement, and such Tax Ruling shall be in effect; and no proceedings for such purposes shall not have been instituted withdrawn or threatened by the SECrescinded. (ii) The Information Statement Parent shall have been mailed to Parent’s unitholders or, in connection received the U.S. Tax Opinion on terms consistent with the delivery of a notice of Internet availability of the Information Statement to Arrangement Agreement, and such holders, posted on the InternetU.S. Tax Opinion shall not have been withdrawn or rescinded. (iii) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect. (iv) The transfer Parent Shareholder Approval shall have been obtained. (v) The Interim Order and the Final Order shall have been obtained on terms consistent with the Arrangement Agreement and shall not have been set aside or modified in a manner acceptable to Parent and SpinCo, acting reasonably, on appeal or otherwise. (vi) The Distribution and related transactions shall have been approved by the Parent Board. (vii) The Distribution and related transactions shall have been approved by the SpinCo Board. (viii) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1and of Parent and the Resulting Entity after consummation of the Distribution, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to such opinions shall be transferred from SpinCo to Parent on or prior acceptable to the Distribution Date Parent Board in form and substance in the Parent Board’s sole discretion and such opinion(s) shall not have occurred as contemplated by Section 2.1been withdrawn or rescinded. (ivix) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws laws and the rules and regulations thereunder and in connection with the NYSE rules Distribution shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution or any related transactions. (viixi) The SpinCo Parent New Common Units Shares and the Resulting Entity Common Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSEeach of NYSE and TSX, in each case subject to official notice of distribution. (viiixii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the other conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 Article IV of the Merger Arrangement Agreement shall have been satisfied or waived. (xiii) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment of the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX X or alter the consequences of any such termination from those specified in Article IXsuch Article. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a4.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or or, to the extent permitted by applicable Law, waiver by Parent Tech in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective effectiveness of the Form 10; , no order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement Statement, or a notice of internet availability of the Information Statement, shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or and other securities Laws or blue blue-sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (viv) Each of the Separation Agreement, the Distribution Agreement, Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viv) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be threatened or in effect. (viivi) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution Tech shall have been accepted for listing on received the NYSE, subject to official notice of distributionFuels Shares. (viiivii) The Retained Cash of five million dollars ($5,000,000) No other events or developments shall be held by Parent as exist or shall have occurred that, in the judgment of the Effective TimeTech Board, in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Paymentabsolute discretion, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Tech and shall not give rise to or create any duty on the part of Parent, Parent GP Tech or the GP Tech Board to waive or not waive any such condition or in any way limit ParentTech’s right to terminate this Agreement as set forth in Article IX VIII or alter the consequences of any such termination from those specified in Article IXVIII. Any determination made by the GP Tech Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a2.03(a) shall be conclusive and binding on the Parties. If Parent Tech waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of the parties to consummate the Distribution will shall be subject to conditioned on the satisfaction, or waiver by Parent the WMB Board, in its sole and absolute discretion, of the following conditions: (ia) The WMB Board shall, in its sole and absolute discretion, have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval. (b) The WMB Board shall have declared the dividend of WPX Common Stock to the Record Holders. (c) Each Ancillary Agreement shall have been executed by each party thereto. (d) The SEC shall have declared effective the Form 10; 10 effective, no stop order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC. (iie) The Information Statement WPX Common Stock shall have been mailed accepted for listing on the NYSE or another national securities exchange approved by the WMB Board, subject to Parent’s unitholders or, in connection with the delivery of a official notice of Internet availability of the Information Statement to such holders, posted on the Internetissuance. (iiif) The transfer WMB shall have received an opinion from WMB’s legal advisors regarding the tax consequences of the Transferred Assets (Contribution and Distribution and such other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated matters, as it will determine to be transferred from Parent necessary or advisable in its sole and absolute discretion, each of which shall remain in full force and effect, that the Contribution and Distribution will not result in recognition for U.S. Federal income tax purposes, of income, gain or loss to SpinCo on WMB, or prior of income, gain or loss to its stockholders, except to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer extent of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1cash received in lieu of fractional shares of WPX Common Stock. (ivg) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules WPX shall have received the net proceeds from the Notes and shall have made a cash distribution of approximately $979 million to Xxxxxxxx; (h) An independent firm acceptable to WMB, in its sole and absolute discretion, shall have delivered one or more opinions to the WMB Board confirming the solvency and financial viability of WMB and WPX, which opinions shall be in form and substance satisfactory to WMB, in its sole and absolute discretion, and shall not have been taken withdrawn or made, and, where applicable, have become effective or been acceptedrescinded. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of WMB shall have occurred or failed to occur that prevents the consummation of the Distribution. (viij) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution No other events or developments shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board occurred prior to the Distribution concerning Date that, in the satisfaction or waiver of any or all judgment of the conditions WMB Board, would result in the Distribution having a significant adverse effect on WMB or its stockholders. (k) The actions set forth in Section 3.3(aSections 3.1(c), (g), (h) and (i) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverhave been completed.

Conditions to the Distribution. (a) The consummation obligations of WDC to effect the Distribution will pursuant to this Agreement shall be subject to the satisfaction, or or, to the extent permitted by applicable Law, waiver by Parent WDC, in its sole and absolute discretiondiscretion (subject to Section 9.7), at or prior to the Separation Time of each the following conditions: (ia) The SEC the WDC Board shall have declared the Distribution and approved all related Transactions, which declaration may be made or withheld at its sole and absolute discretion (and such declaration or approval shall not have been withdrawn); (b) the Registration Statement shall have been declared effective by the Form 10; SEC, with no stop order suspending the effectiveness of the Form 10 shall be Registration Statement in effect; , and no proceedings for such purposes purpose shall be pending before, or threatened by, the SEC; (c) WDC shall have mailed the Information Statement (and such other information concerning Spinco, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the applicable Record Holders; (d) Nasdaq shall have approved the Nasdaq Listing Application, subject to office notice of issuance; (e) the Internal Restructuring shall have been instituted completed in all material respects prior to the Distribution, other than such steps (if any) that are expressly contemplated to occur at or threatened after the Distribution; (f) the Ancillary Agreements shall have been executed and delivered by each of the parties thereto; (g) an independent appraisal firm shall have delivered (i) opinions, dated as of (x) the date of the declaration of the Distribution by the SEC. WDC Board and (y) the Distribution Date (or, with respect to clause (y), a bringdown of such opinion as of the Distribution Date), to the WDC Board that (1) after giving effect to the consummation of the Transactions, (A) the assets of each of WDC and Spinco, at a fair valuation, exceed its respective debts (including contingent liabilities), (B) each of WDC and Spinco will be able to pay its respective debts (including contingent liabilities) as they become due and (C) neither WDC nor Spinco will have an unreasonably small amount of either assets or capital for the operations of the businesses in which it is engaged or in which management has indicated it intends to engage and (2) immediately prior to giving effect to the Distribution and pursuant to Section 170 of the DGCL, the surplus of WDC exceeds the net amount of the value of the Distribution less the Spinco Dividend and (ii) The Information Statement shall have been mailed to Parent’s unitholders oropinions, in connection with dated as of (x) the delivery of a notice of Internet availability date of the Information Statement to such holders, posted on the Internet. (iii) The transfer declaration of the Transferred Assets Spinco Dividend by the Board of Directors of Spinco (other than any Delayed Transferred Assetthe “Spinco Board”) and Assumed Liabilities (other than any Delayed Assumed Liabilityy) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date (or, with respect to clause (y), a bringdown of such opinion as of the Distribution Date), to the Spinco Board that (1) after giving effect to the consummation of the Transactions, (A) the assets of Spinco, at a fair valuation, exceed its debts (including contingent liabilities), (B) Spinco will be able to pay its debts (including contingent liabilities) as they become due and (C) Spinco will not have an unreasonably small amount of either assets or capital for the operations of the businesses in which it is engaged or in which management has indicated it intends to engage and (2) immediately prior to giving effect to the Spinco Dividend and pursuant to Section 170 of the DGCL, the surplus of Spinco exceeds the amount of the Spinco Dividend (the opinions to be delivered pursuant to clause (i) and clause (ii), collectively, the “Solvency Opinions”); and such Solvency Opinions shall be reasonably acceptable to WDC in form and substance; and such Solvency Opinions shall not have been withdrawn or rescinded or modified in any respect adverse to WDC; (h) WDC shall have occurred obtained an opinion from Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to WDC, in form and substance satisfactory to WDC (in its sole discretion), to the effect that the Spinco Contribution, taken together with the Distribution, will qualify as contemplated by Section 2.1.a tax-free reorganization under Sections 368(a)(1)(D), 361 and 355 of the Code; (ivi) The all other actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other the securities and “blue sky” Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed United States (and delivered by the applicable parties thereto. (viany comparable Laws under any foreign jurisdiction) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in connection with the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.taken; (viiii) The Retained Cash of five million dollars the waiting periods ($5,000,000) shall be held by Parent as including all extensions thereof), filings, Governmental Approvals, authorizations or consents applicable to the consummation of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent Transactions shall have received expired, been terminated, been made or been obtained (or shall receive simultaneously with the Distributionii) the Specified Payment, the Indebtedness Payment approvals and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (xnotices specified under any Law listed on Schedule 7.1(j) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived.obtained and provided; (bk) The foregoing conditions are for the sole benefit of Parentno preliminary or permanent injunction or other order, Parent GP decree, or ruling issues by a Governmental Authority, and the GP Board and shall not give rise to no statute (as interpreted through orders or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences rules of any such termination Governmental Authority duly authorized to effectuate the statute), rule, regulation or executive order promulgated or enacted by any Governmental Authority shall be in effect preventing the consummation of, or materially limiting the benefits of, the Transactions; (l) no other event or development shall have occurred or failed to occur that, in the judgment of the WDC Board, in its sole discretion, prevents the consummation of the Transactions or any portion thereof or makes the consummation of the Transactions inadvisable; and (I) WDC shall have either (i) refinanced the obligations under its Existing Credit Agreement or (ii) obtained a waiver from those specified the requisite lenders under its Existing Credit Agreement, in Article IX. Any determination made by the GP Board prior each case, in a manner and to the Distribution concerning extent necessary (as determined by WDC in good faith) to permit the satisfaction or waiver of any or all of Transactions and (II) Spinco shall have consummated the conditions set forth necessary debt financing transactions (as determined by Spinco in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waivergood faith).

Conditions to the Distribution. (a) The consummation of the Distribution will be is subject to the satisfaction, satisfaction or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The , among other conditions described in this information statement:6 ● the SEC shall will have declared effective the our registration statement on Form 10, of which this information statement is a part, under the Securities Exchange Act of 1934, as amended, or the Exchange Act; no stop order suspending the effectiveness of the our registration statement on Form 10 shall will be in effect; and no proceedings for such purposes shall have been instituted purpose will be pending or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or; and this information statement, in connection with the delivery of or a notice of Internet availability thereof, will have been mailed to the holders of SilverSun common stock as of the Information Statement to such holders, posted close of business on the Internet. (iii) The transfer Record Date; ● the Distribution will be made in a manner that does not cause SilverSun to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SilverSun to be less than the sum of its total liabilities plus the amount that would be needed, if SilverSun were to be dissolved immediately after the effective time of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated Distribution, to satisfy the preferential rights upon such dissolution of stockholders whose preferential rights are superior to those receiving the Distribution, if any, in each case in accordance with Section 170 of the DGCL; ● our common stock to be transferred delivered in connection with the Distribution will have been approved for listing on the OTCQX; ● any material governmental approvals and consents and any material permits, registrations, and consents from Parent third parties, in each case, necessary to SpinCo effect the Distribution and to permit the operation of the business application, technology and consulting businesses after the Distribution Date substantially as conducted as of the date of the Separation Agreement will have been obtained; ● no event or development will have occurred or exists that, in the judgment of the SilverSun Board, in its sole discretion, makes it inadvisable to effect the Distribution or other transactions contemplated by the Separation and Distribution Agreement. The fulfillment of these conditions will not create any obligations on SilverSun’s part to effect the Separation, and the SilverSun Board has reserved the right, in its sole discretion, to abandon, modify, or change the terms of the Separation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution, at any time prior to the Distribution shall Date. Stock Listing We will apply to have occurred as contemplated by Section 2.1our common stock listed on the OTCQX under the ticker symbol “[● ]” Dividend Policy We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of our business, and the transfer of the Retained Assets (other than we do not anticipate paying any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent cash dividends on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders our common stock in the Distribution shall have been accepted for listing on foreseeable future. See the NYSEsection entitled “Dividend Policy.” Transfer Agent Pacific Stock Transfer, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.Inc.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent MNK in its sole and absolute discretion, of the following conditions: (i) The SEC the holders of MNK Shares shall have declared effective approved the Form 10; no order suspending the effectiveness Distribution in terms of sections 112 and 115 of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened Companies Act, by the SEC.requisite majority at the shareholders’ general meeting by voting in favor of the resolutions approving the Distribution, provided that this condition shall not be fulfilled if MNK shareholders’ holding, in aggregate, 1.0% or more of the issued Shares (or such other number as the MNK Board may determine), vote against the special resolution approving the Distribution and exercise their appraisal rights by giving notice objecting to such special resolution in accordance with section 164(3) of the Companies Act and delivering valid demands in accordance with sections 164(5) of the Companies Act; (ii) The Information Statement the MNK Board shall have been mailed authorized and approved the Distribution and not withdrawn such authorization and approval, and shall have declared the dividend in specie of MRI Shares to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.MNK shareholders; (iii) The transfer of Montauk USA and MRI will have consummated the Transferred Assets (other than any Delayed Transferred Asset) Share Exchange and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated the Pre-Spin Distribution pursuant to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.; (iv) The MNK and MRI shall have completed each of the pre-Distribution actions set forth in Section 3.2; (v) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky and South African Laws and the rules and regulations thereunder and the NYSE rules shall will have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vvi) Each the South African Reserve Bank (or an Authorized Dealer) having granted its unconditional approval for the Distribution, or such approval having been granted subject to conditions acceptable to the MNK Board; (vii) the Takeover Regulation Panel shall have issued a compliance certificate, in accordance with section 121(b) of the Companies Act, to MNK in respect of the Distribution; (viii) each of the Ancillary Agreements shall will have been duly executed and delivered by the applicable parties thereto.; (viix) No no order, interdict, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the SeparationReorganization Transactions, the Distribution or any of the transactions related thereto shall will be in effect.effect and no other event outside the control of Montauk shall have occurred or failed to occur that prevents the consummation of the Distribution; (viix) The SpinCo Common Units the MRI Shares to be distributed to the Parent unitholders in the Distribution shall will have been accepted for listing on the NYSENasdaq, subject to official notice of distribution.distribution and completion of the U.S. Offering; (viiixi) The Retained Cash of five million dollars ($5,000,000) shall the MRI Shares to be held by Parent as distributed in the Distribution will have been accepted for a secondary inward listing on the Main Board of the Effective TimeJSE, and Parent’s net working capital (including subject to the Retained Cash) as implementation of the Effective Time shall be no less than five million dollars ($5,000,000).Distribution; (ixxii) Parent shall no other events or developments will exist or will have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations MNK Board, in its sole and absolute discretion, (A) makes it inadvisable to effect the Merger set forth Reorganization Transactions, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement or (B) would result in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))the Reorganization Transactions, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement having a material adverse effect on MNK or its shareholders. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP MNK and the GP Board and shall will not give rise to or create any duty on the part of Parent, Parent GP MNK or the GP MNK Board to waive or not waive any such condition or in any way limit ParentMNK’s right to terminate this Agreement as set forth in Article IX VIII or alter the consequences of any such termination from those specified in Article IXVIII. Any determination made by the GP MNK Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall will be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligation of Xxxxxxx to make the Distribution will be is subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, satisfaction of each of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes transactions contemplated by Article II shall have been instituted or threatened by the SEC.consummated in all material respects; (ii) The Information Statement Xxxxxxx shall have been mailed to Parent’s unitholders orreceived rulings from the IRS, in connection with form and substance satisfactory to Xxxxxxx'x tax counsel and independent auditors, that the delivery contributions, transfers, assumptions, Merger and Distribution described in Articles II and III of a notice of Internet availability of this Agreement will not be subject to federal income taxation at the Information Statement to such holders, posted on the Internet.corporate or shareholder level; (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) Agribrands Stock and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules associated Rights shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.issuance; (iv) The Form 10 shall have been filed with the SEC and shall have become effective, and no stop order with respect thereto shall be in effect; (v) All authorizations, consents, approvals and clearances of all federal, state, local and foreign governmental agencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxxx Business or the Agribusiness, (B) the Assets, results of operations or financial condition of the Xxxxxxx Group or the Agribusiness Group, in each case taken as a whole, or (C) the ability of Xxxxxxx or Agribrands to perform its obligations under this Agreement; and all statutory requirements for such valid consummation shall have been fulfilled; (vi) Xxxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (vii) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect preventing the payment of the Distribution; (viii) The Retained Cash of five million dollars ($5,000,000) Distribution shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).payable in accordance with applicable law; (ix) Parent All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any member of the Xxxxxxx Group or the Agribusiness Group is a party or by which any such member is bound shall have received (been obtained, or each such agreement, security or facility shall receive simultaneously with have been refinanced, in each case on terms satisfactory to Xxxxxxx and Agribrands and to the Distribution) extent necessary to permit the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with Distribution to be consummated without any material breach of the terms of this Agreement and the Merger Agreement.such agreement, security or facility; and (x) Each One or more members of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Agribusiness Group shall have been satisfied substituted, as of the Distribution Date in respect of all Xxxxxxx Group debt obligations assumed by Agribrands or waivedanother member of the Agribusiness Group pursuant to this Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Xxxxxxx Board prior to the Distribution in good faith concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a12.01(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent the Company in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10S-1; no order suspending the effectiveness of the Form 10 S-1 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Transferred Asset or Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Asset or Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent the Company on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iviii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the rules of the NYSE rules MKT LLC shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viiv) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiv) The SpinCo Common Units Stock to be distributed to the Parent unitholders holders of the Company Common Stock in the Distribution shall have been accepted for listing on the NYSENYSE MKT LLC, subject to official notice of distribution. (viiivi) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent SpinCo shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer financings described in accordance with the terms of this Agreement and the Merger AgreementPromissory Note. (xvii) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 6.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix6.1(h)), Section 8.2, 6.2 and Section 8.3 6.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP the Company and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP the Company or the GP Board to waive or not waive any such condition or in any way limit Parentthe Company’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board Board, such determination to be made with the prior written consent of Parent, which consent shall not be unreasonably withheld, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a3.1(a) shall be conclusive and binding on the Parties. If Parent the Company waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent CIT in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) CIT shall have received an opinion from its outside counsel, satisfactory to the CIT Board, to the effect that the Contribution and the Distribution, taken together, should qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) An independent appraisal firm acceptable to CIT shall have delivered one or more opinions to the CIT Board confirming the solvency and financial viability of CIT before the consummation of the Distribution and CIT and C2 after consummation of the Distribution, and such opinions shall be acceptable to CIT in form and substance in CIT’s sole discretion and such opinions shall not have been withdrawn or rescinded. (v) The transfer of the Transferred C2 Assets (other than any Delayed Transferred C2 Asset) and Assumed C2 Liabilities (other than any Delayed Assumed C2 Liability) contemplated to be transferred from Parent CIT to SpinCo C2 on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained CIT Assets (other than any Delayed Retained CIT Asset) and Retained CIT Liabilities (other than any Delayed Retained CIT Liability) contemplated to be transferred from SpinCo C2 to Parent CIT on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) Any required approvals of the Separation and/or Distribution by the Board of Governors of the Federal Reserve shall have been obtained and shall remain in full force and effect; (ix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viix) The SpinCo Common Units C2 Shares to be distributed to the Parent unitholders CIT stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiixi) The Retained CIT shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfers and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever under the C2 Financing Arrangements, other than as expressly agreed by CIT and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)C2. (ixxii) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations CIT Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board CIT and shall not give rise to or create any duty on the part of Parent, Parent GP CIT or the GP CIT Board to waive or not waive any such condition or in any way limit ParentCIT’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP CIT Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent CIT waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent Labcorp in its sole and absolute discretion, of the following conditions: (i) The Labcorp Board shall have authorized and approved the Separation and the Distribution and shall not have withdrawn such authorization and approval; (ii) The Labcorp Board shall have declared the dividend of Fortrea Common Stock to the Record Holders; (iii) The SEC shall have declared effective the Form 10; 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC.; (iiiv) The Information Statement shall have been mailed made available to Parent’s unitholders orthe Record Holders; (v) The NASDAQ or another national securities exchange approved by the Labcorp Board shall have accepted the Fortrea Common Stock for listing, in connection with the delivery of a subject to official notice of Internet availability of the Information Statement to such holders, posted on the Internet.issuance; (iiivi) The transfer of the Transferred Fortrea Assets (other than any Delayed Transferred Fortrea Asset) and Assumed Fortrea Liabilities (other than any Delayed Assumed Fortrea Liability) contemplated to be transferred from Parent Labcorp to SpinCo Fortrea on or prior to the Distribution shall have occurred as contemplated by Section 2.11.01(c), and the transfer of the Retained Labcorp Assets (other than any Delayed Retained Labcorp Asset) and Retained Labcorp Liabilities (other than any Delayed Retained Labcorp Liability) contemplated to be transferred from SpinCo Fortrea to Parent Labcorp on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.1.01(c); (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and Internal Restructuring (including the rules and regulations thereunder and the NYSE rules Fortrea Transfer) shall have been taken or made, and, where applicable, have become effective or been accepted.consummated in all material respects; (vviii) Each Labcorp shall have received a written opinion from Xxxxx Day, tax counsel to Labcorp, satisfactory to the Labcorp Board, regarding (i) the qualification of the Ancillary Agreements Fortrea Transfer, taken together with the Distribution, as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, and (ii) the qualification of the Distribution as a distribution of Fortrea stock to Labcorp’s shareholders pursuant to Section 355 of the Code, and such opinion shall not have been withdrawn or rescinded as of the Distribution Date; (ix) Labcorp shall have been duly executed received a private letter ruling from the U.S. Internal Revenue Service, satisfactory to the Labcorp Board, regarding the qualification of the Fortrea Transfer, the Special Cash Payment, the Distribution and delivered by certain related transactions for the applicable parties thereto.Intended Tax Treatment, and such ruling shall remain in effect as of the Distribution Date; (vix) An independent appraisal firm acceptable to Labcorp shall have delivered one or more opinions to the Labcorp Board confirming the solvency and financial viability of Labcorp prior to the Distribution and of Labcorp and Fortrea after consummation of the Distribution, and such opinions shall be acceptable to Labcorp in form and substance in Labcorp’s sole discretion and such opinions shall not have been withdrawn or rescinded; (xi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viixii) The SpinCo Common Units to be distributed to the Parent unitholders No other events or developments shall exist or shall have occurred that, in the judgment of the Labcorp Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any other Transaction Document; (xiii) Each of the Transaction Documents shall have been accepted for listing on duly executed and delivered by the NYSE, subject to official notice of distribution.applicable parties thereto; (viiixiv) The Retained Cash of five million dollars ($5,000,000) Fortrea shall have consummated the Fortrea Financing Arrangements in accordance with Section 1.11(a), and Labcorp shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).Fortrea Financing Arrangements; (ixxv) Parent The actions and filings necessary or advisable under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have received been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority; and (or shall receive simultaneously with xvi) Any required approvals of any Governmental Authority necessary to consummate the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of transactions contemplated by this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Transaction Documents shall have been satisfied or waivedobtained and be in full force and effect. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received the IRS Ruling, and such IRS Ruling shall not have been revoked or modified in any material respect. (iv) Parent shall have received an opinion from its outside counsel to the effect that the Contribution and the Distribution, taken together, shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code. (v) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent prior to the Distribution and of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vi) The transfer of the Transferred SpinCo Assets (other than any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vviii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viix) The SpinCo Common Units Shares to be distributed to the Parent unitholders stockholders in the Distribution shall have been accepted for listing on the NYSE[●], subject to official notice of distribution. (viiixi) The Retained SpinCo and/or other members of the SpinCo Group shall have assumed or entered into, as applicable, the SpinCo Financing Arrangements and incurred at least $[●] of new indebtedness pursuant thereto. Parent shall have received the proceeds from the Cash of five million dollars ($5,000,000) Transfer and Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)SpinCo Financing Arrangements. (ixxii) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The Form S-1 shall have become effective under the Securities Act or the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form S-1 or the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The In the case of Form 10, the Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holder. (iii) The transfer of the Transferred Grafiti Assets (other than any Delayed Transferred Grafiti Asset) and Assumed Grafiti Liabilities (other than any Delayed Assumed Grafiti Liability) contemplated to be transferred from Parent to SpinCo Grafiti on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo Grafiti to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. U .S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (v) Any required approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and be in full force and effect; (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties theretodelivered. (vivii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiviii) The SpinCo Common Units to be distributed to No other events or developments shall exist or shall have occurred that, in the judgment of the Parent unitholders Board, in the Distribution shall have been accepted for listing on the NYSEits sole and absolute discretion, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:conditions (provided that any waiver of clause (i), clause (iii), clause (iv) or clause (v) will require the prior written consent of Badger, which shall not be unreasonably withheld, conditioned or delayed): (i) The SEC shall have declared effective the Form 10SpinCo Registration Statement; no order suspending the effectiveness of the Form 10 SpinCo Registration Statement shall be in effect; and no proceedings for such purposes purpose shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) The transfer SpinCo shall have received a written opinion of Xxxxxx & Xxxxxx L.L.P., Tax counsel to SpinCo, on which SpinCo and Parent (and Parent’s successors) shall be entitled to rely, dated as of the Transferred Assets Distribution Date, in form and substance substantially set forth on Exhibit D, which opinion concludes (other than any Delayed Transferred Asset) subject to customary assumptions, qualifications and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to representations, including the representations made by SpinCo in the tax representation letter), that commencing with its short taxable year ending December 31, 2022, SpinCo will be transferred from Parent to SpinCo on or prior to organized and operated in conformity with the Distribution shall have occurred requirements for qualification and taxation as contemplated by Section 2.1, a REIT under the U.S. federal income tax laws and the transfer its intended and actual method of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from operation will enable SpinCo to Parent on or prior to qualify for taxation as a REIT under the Distribution Date shall have occurred as contemplated by Section 2.1.U.S. federal income tax laws for its taxable year ending December 31, 2022 and thereafter.. (iv) One or more nationally recognized valuation or accounting firms or investment banks reasonably acceptable to Parent and Badger, shall have delivered one or more opinions in customary form to the Parent Board confirming the solvency of SpinCo after consummation of the Distribution, and such opinion(s) shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinion(s) shall not have been withdrawn or rescinded. (v) The Separation shall have been consummated in accordance with the Separation Step Plan in all material respects. (vi) The actions and or filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder to effect the Separation and the NYSE rules Distribution shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The All necessary permits and authorizations under the Securities Act of 1933, as amended, and the Exchange Act relating to the issuance and trading of the SpinCo Common Units Shares shall have been obtained and remain in effect and the SpinCo Common Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSENYSE American, subject to official notice of distribution. (viiix) The Retained Cash No other events or developments shall exist or shall have occurred that, in the judgment of five million dollars the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement ($5,000,000) except that the prior written consent of Badger shall be held by required for Parent as of to rely on the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer condition described in accordance with the terms of this Agreement and the Merger Agreement. clause (x) Each of as a basis for not completing the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ixDistribution)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX, without limiting the rights of Badger or the obligations of Parent hereunder or under the Merger Agreement. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the PartiesParties (subject, in the case of a waiver, to the first sentence of Section 3.3(a)). If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be is subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, satisfaction of the following conditions: (ia) The SEC the LMC Board, or in the case of determining the Record Date, a committee thereof, shall have declared effective taken all necessary corporate action to establish the Form 10; no Record Date and to declare the dividends in order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to effect the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement LMC Charter and bylaws and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived.DGCL; (b) LMC shall have received the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably acceptable to LMC, to the effect that the Spin-Off will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code and that, for U.S. federal income tax purposes, (i) no gain or loss will be recognized by LMC upon the distribution of Spinco Common Stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty common stock upon the receipt of shares of Spinco Common Stock in the Spin-Off (except with respect to the receipt of cash in lieu of fractional shares of Spinco Common Stock); (c) each of the Registration Statement on Form S-1 relating to the Distribution (the “Registration Statement”) and the registration of the Spinco Common Stock under Section 12 of the Exchange Act shall be effective as of the Distribution Date; (d) the Spinco Series A Common Stock and Spinco Series C Common Stock shall have been approved for listing on The NASDAQ Stock Market; (e) Spinco and one or more of its Subsidiaries shall have entered into margin loan agreements in an aggregate principal amount of $400 million (the “Margin Loan Agreements”); and (f) any other regulatory or contractual approvals that a committee of the LMC Board determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board LMC and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit ParentLMC’s right to amend, modify or terminate this Agreement as in accordance with Section 6.1. Any of the foregoing conditions set forth in Article IX or alter Section 2.2(e) and (f) may be waived by the consequences of LMC Board and any such termination from those specified in Article IX. Any determination made by the GP LMC Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions condition set forth in this Section 3.3(a) 2.2 shall be conclusive final and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) Parent shall have received (A) a private letter ruling from the U.S. Internal Revenue Service, satisfactory to the Parent Board, regarding certain U.S. federal income tax matters relating to the Separation and the Distribution and (B) an opinion from Wachtell, Lipton, Xxxxx & Xxxx, satisfactory to the Parent Board, regarding the qualification of the Contribution and the Distribution, taken together, as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355(a) and 368(a)(1)(D) of the Code. (iv) The transfer of the Transferred UpstreamCo Assets (other than any Delayed Transferred UpstreamCo Asset) and Assumed UpstreamCo Liabilities (other than any Delayed Assumed UpstreamCo Liability) contemplated to be transferred from Parent to SpinCo UpstreamCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo UpstreamCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Separation Step Plan. (ivv) An independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of Parent and UpstreamCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded. (vi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vvii) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viviii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (viiix) The SpinCo Common Units UpstreamCo Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viiix) The Retained Cash of five million dollars ($5,000,000) Parent shall have received the proceeds from the UpstreamCo Financing Arrangements contemplated by Section 2.14 and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no further Liability under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)UpstreamCo Financing Arrangements. (ixxi) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, satisfaction or waiver by Parent Xxxxxxx Controls, in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC. (ii) The Information Statement shall have been mailed to Parent’s unitholders Record Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Adient Assets (other than any Delayed Transferred Adient Asset) and Assumed Adient Liabilities (other than any Delayed Assumed Adient Liability) contemplated to be transferred from Parent Xxxxxxx Controls to SpinCo Adient on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Xxxxxxx Controls Assets (other than any Delayed Retained Xxxxxxx Controls Asset) and Retained Xxxxxxx Controls Liabilities (other than any Delayed Retained Xxxxxxx Controls Liability) contemplated to be transferred from SpinCo Adient to Parent Xxxxxxx Controls on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1, in each case pursuant to the Plan of Reorganization. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws Laws, and the rules and regulations thereunder and the NYSE rules thereunder, shall have been taken or made, made and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units Adient Shares to be distributed to the Parent unitholders Xxxxxxx Controls shareholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (viii) The Retained Xxxxxxx Controls shall have received the proceeds from the Adient Cash of five million dollars ($5,000,000) Transfer and shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital it shall have no further Liability (including other than Retained Financing Liabilities) under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)Adient Financing Arrangements. (ix) Parent No other events or developments shall exist or shall have received (or shall receive simultaneously with occurred that, in the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each judgment of the conditions to the party’s obligations Xxxxxxx Controls Board, in its sole and absolute discretion, make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board Xxxxxxx Controls and shall not give rise to or create any duty on the part of Parent, Parent GP Xxxxxxx Controls or the GP Xxxxxxx Controls Board to waive or not waive any such condition or in any way limit Parent’s Xxxxxxx Controls’ right to terminate this Agreement as set forth in Article IX or or, prior to the Distribution, alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Xxxxxxx Controls Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent Xxxxxxx Controls waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of Starwood pursuant to this Agreement to effect the Distribution will shall be subject to the satisfaction, fulfillment or waiver by Parent in its sole Starwood (other than with respect to Section 4.4(b), and absolute discretionSection 4.4(d) and Section 4.4(f) with respect to the obligations of Starwood and Vistana, each of which can be waived solely by ILG) on or prior to the Distribution Date of the following conditions: (ia) The SEC ILG shall have declared effective paid on behalf of ILG Subsidiary Buyer, or caused ILG Subsidiary Buyer to pay, the Form 10; no order suspending the effectiveness Asset Purchase Price; (b) ILG Subsidiary Buyer shall have received all of the Form 10 shall be right, title and interest in, to and under the assets purchased in effect; and no proceedings exchange for such purposes the Asset Purchase Price; (c) Vistana shall have been instituted made a distribution (all or threatened a portion of which, for the avoidance of doubt, may be made using funds borrowed by Vistana from ILG, subject to any such representations, covenants, terms and conditions as may be reasonably and mutually agreed upon by the SEC. (ii) The Information Statement shall have been mailed Parties), if applicable pursuant to Parent’s unitholders orSection 6.10, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior an amount equal to the Distribution Date shall have occurred as contemplated by Section 2.1.Payment less the Maximum Asset Purchase Price; (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (vd) Each of the Ancillary Agreements ILG, Starwood and Vistana shall have been duly executed complied (or shall have caused its applicable Subsidiaries to comply) in all material respects with its respective obligations under Section 6.10 (other than the obligations described in Section 4.4(a) and delivered by the applicable parties thereto.Section 4.4(b)); (vie) No orderStarwood and Vistana shall have prepared and mailed to the Record Holders such information concerning Vistana, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separationits business, operations and management, the Distribution and such other matters as Starwood shall determine and as may otherwise be required by Law; provided, that to the extent any mailing contemplated by this Section 4.4(e) contains information concerning ILG, the Vistana Entities or any of the transactions related thereto their respective businesses, operations or management, ILG shall be in effect.provided with copies of, and given an opportunity to review and comment on, such documentation before it is mailed, and no such documentation shall be so mailed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed); and (viif) The SpinCo Common Units to be distributed each of the parties to the Parent unitholders in the Distribution Merger Agreement shall have been accepted for listing on the NYSE, subject irrevocably confirmed to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions each other that each condition to the such party’s respective obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 Article VIII of the Merger Agreement shall have has been satisfied or waived. waived (b) The foregoing conditions are for other than the sole benefit consummation of Parent, Parent GP the Distribution and the GP Board and shall not give rise conditions that by their terms are to or create any duty on be satisfied at the part of ParentEffective Time, Parent GP or the GP Board but subject to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of such conditions) and the conditions Merger will be consummated immediately following the Distribution on the Distribution Date; provided, that, notwithstanding anything set forth in Section 3.3(a) this Article IV to the contrary, the Parties agree that the Distribution Date shall be conclusive and binding occur on the Parties. If Parent waives any material conditionsame date as the Closing Date, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K as determined in accordance with the SEC describing such waiverapplicable terms and conditions of the Merger Agreement.

Conditions to the Distribution. (a) The consummation obligation of Ralcorp to effect the Distribution will be is subject to the satisfaction, satisfaction or the waiver by Parent Ralcorp, in its sole and absolute discretion, of each of the following conditions: (a) This Agreement and the transactions contemplated hereby, including the declaration of the Distribution, shall have been duly approved by the Board of Directors of Ralcorp in accordance with applicable law and the Restated Articles of Incorporation and Amended and Restated Bylaws of Ralcorp. (b) The Parties shall have completed the Internal Reorganization. (c) Ralcorp shall have received (i) The SEC a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect), in form and substance satisfactory to Ralcorp, generally to the effect that, among other things: (1) the Post Contribution, taken together with the Distribution will qualify as a tax-free reorganization within the meaning of Sections 355 and 368(a)(1)(D) of the Code; (2) Ralcorp will not recognize gain or loss with respect to the Post Contribution (including the receipt by Ralcorp of the Post Debt Securities and any proceeds of the Post Credit Facility), (3) the Ralcorp shareholders will not recognize gain or loss upon the receipt of Post Common Stock in the Distribution (except to the extent of cash received in lieu of fractional shares), (4) provided the Retained Shares are transferred to Ralcorp creditors pursuant to the Equity for Debt Exchange or to creditors pursuant to the Share Repurchase, in each case, within 12 months following the Distribution, Ralcorp will not recognize gain or loss with respect to the Retained Shares (other than, in the case of the Equity for Debt Exchange, (A) deductions attributable to the fact that the Ralcorp Debt may be redeemed at a premium, (B) income attributable to the fact that the Ralcorp Debt may be redeemed at a discount, and (C) interest expense accrued with respect to the Ralcorp Debt), and (5) provided the Retained Shares are transferred to Ralcorp shareholders pursuant to the Share Repurchase within 12 months following the Distribution, no gain or loss will be recognized by (and no amount will be included in the income of) Ralcorp shareholders upon the exchange of Ralcorp Common Stock for Retained Shares pursuant to the Share Repurchase; and (ii) an opinion of Xxxxx Xxxx LLP (or other nationally recognized tax counsel) based upon customary factual statements, representations, and covenants by the Parties, their Subsidiaries and their stockholders as tax counsel shall request, in form and substance satisfactory to Ralcorp, to the effect that the Post Contribution, taken together with the Distribution will qualify as a tax-free reorganization within the meaning of Sections 355 and 368(a)(1)(D) of the Code. (d) An independent firm acceptable to Ralcorp, in its sole and absolute discretion, shall have declared delivered one or more opinions to the Board of Directors of Ralcorp confirming the solvency and financial viability of Ralcorp and Post, which opinions shall be in form and substance satisfactory to Ralcorp, in its sole and absolute discretion, and shall not have been withdrawn or rescinded. (e) Ralcorp and Post shall have received all permits, registrations and consents required under the securities or “blue sky” laws of states or other political subdivisions of the United States or of foreign jurisdictions in connection with the Distribution. (f) The Form 10 Registration Statement and the Stock Options Registration Statement shall have become effective under the Form 10; Exchange Act and the Securities Act, respectively, and no stop order suspending the effectiveness of the Form 10 Registration Statement or the Stock Options Registration Statement shall be in effect; and no proceedings for such purposes shall have been instituted effect or, to the knowledge of either Ralcorp or Post, threatened by the SEC. (iig) The Information Statement Prior to the Distribution, the Parties shall have been prepared and mailed to Parent’s unitholders or, in connection with the delivery holders of a notice record of Internet availability of Ralcorp Common Stock the Information Statement to and such holdersother information concerning Post, posted on its business, operations and management, the InternetDistribution and such other matters as Ralcorp shall determine in its sole and absolute discretion and as may otherwise be required by law. (iiih) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution NYSE shall have occurred as contemplated by Section 2.1approved the Post Common Stock for listing, and the transfer subject to official notice of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1issuance. (ivi) The actions and filings necessary Prior to the Distribution, all of Ralcorp’s representatives or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules designees shall have been taken or made, and, where applicable, have become effective resigned or been acceptedremoved as officers and from all Boards of Directors or similar governing bodies of the Post Parties, and all of Post’s representatives or designees shall have resigned or been removed as officers and from all Boards of Directors or similar governing bodies of the Ralcorp Parties. (vj) Each Ralcorp and Post shall have received all Governmental Approvals and Consents and all Third-Party Consents necessary to effect the Distribution and to permit the operation of the Ancillary Agreements shall have been duly executed and delivered by Post Business after the applicable parties theretoDistribution Date. (vik) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto contemplated by this Agreement or the Transaction Agreements shall have been threatened or shall be in effect. (viil) The SpinCo Common Units transactions contemplated by Article II and Article III to be distributed occur prior to the Parent unitholders in Distribution, including the Distribution execution and delivery of the Transaction Agreements, shall have been accepted for listing on the NYSE, subject to official notice of distributionconsummated. (viiim) The Retained Cash Each of five million dollars ($5,000,000) Ralcorp and Post shall be held have credit ratings assigned by Parent as of the Effective Time, credit rating agencies that are satisfactory to Ralcorp in its sole and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)absolute discretion. (ixn) Parent The Distribution shall have received (not violate or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer result in accordance with the terms a breach of this Agreement and the Merger Agreementapplicable law or any material Contract of any Party. (xo) Each No other events or developments shall have occurred or shall exist that, in the judgment of the conditions to the party’s obligations Board of Directors of Ralcorp, in its sole and absolute discretion, would make it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waivedDistribution. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The the Information Statement shall have been mailed made available to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the Internet.Record Holders; (iii) The the private letter ruling received by Parent from the U.S. Internal Revenue Service regarding certain U.S. federal income tax matters relating to the Separation and the Distribution shall continue to be valid as of the Effective Time and satisfactory to the Parent Board in its sole and absolute discretion; (iv) Parent shall have received one or more opinions from its tax advisors, in each case satisfactory to the Parent Board in its sole and absolute discretion, regarding the qualification of the Distribution, together with certain related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, and such opinion(s) shall continue to be valid as of the Effective Time; (v) the transfer of the Transferred SpinCo Assets (other than any Delayed SpinCo Asset and any Delayed Transferred SpinCo Asset) and Assumed SpinCo Liabilities (other than any Delayed Assumed SpinCo Liability) contemplated to be transferred from Parent to SpinCo on at or prior to the Distribution Effective Time shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Parent Assets (other than any Delayed Retained Parent Asset) and Retained Parent Liabilities (other than any Delayed Retained Parent Liability) contemplated to be transferred from SpinCo to Parent on at or prior to the Distribution Date Effective Time shall have occurred as contemplated by Section 2.1., in each case pursuant to the Separation Step Plan; (ivvi) The an independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and adequacy of surplus under Delaware Law of Parent prior to the Distribution and of SpinCo to effect the Cash Transfer and the solvency of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded; (vii) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (vviii) Each each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viix) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; (viix) The the SpinCo Common Units Shares to be distributed to the Parent unitholders shareholders in the Distribution shall have been accepted for listing on the NYSESelected Stock Exchange, subject to official notice of distribution.; (viiixi) The Retained Cash of five million dollars ($5,000,000) SpinCo shall have consummated the SpinCo Financing Arrangements in accordance with Section 2.14(a), and Parent shall be held by Parent satisfied in its sole and absolute discretion that, as of the Effective Time, and Parent’s net working capital (including it shall have no Liability whatsoever under the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).SpinCo Financing Arrangements; (ixxii) Parent the Cash Transfer shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer occurred in accordance with the terms of this Agreement and the Merger Agreement.Section 2.14(a); and (xxiii) Each no other events or developments shall exist or shall have occurred that, in the judgment of the conditions to the party’s obligations Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix))Separation, Section 8.2, and Section 8.3 of the Merger Distribution or the transactions contemplated by this Agreement shall have been satisfied or waivedany Ancillary Agreement or Local Transfer Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, satisfaction or waiver by Parent in its sole and absolute discretion, of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC.; (ii) The Information Statement shall have been mailed or otherwise made available to Parent’s unitholders or, in connection with the delivery holders of a notice of Internet availability of the Information Statement to such holders, posted Parent Common Stock on the Internet.Distribution Record Date; (iii) The transfer Transfer of the Transferred SpinCo Assets (other than any Delayed Transferred Asset) and Assumed Assumption of the SpinCo Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent (or the applicable members of its Group) to SpinCo (or the applicable members of its Group) on or prior to the Distribution shall have occurred as contemplated by Section 2.13.1(a) and Section 3.1(b), and the transfer Transfer of the Parent Retained Assets (other than any Delayed Retained Asset) and Assumption of the Parent Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo (or the applicable members of its Group) to Parent (or the applicable members of its Group) on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1.3.1(a) and Section 3.1(b), in each case pursuant to the Plan of Reorganization and in accordance with and subject to the terms of this Agreement; (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.; (viv) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect.; and (viivi) The SpinCo Common Units Shares to be distributed to the Parent unitholders Record Holders in the Distribution shall have been accepted approved for listing quotation on the NYSEOTCQX, subject to official notice of distribution. (viii) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties10.12. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver waiver, in whole or in part, by Parent in its sole and absolute discretionParent, but subject to Parent’s obligations under the Investment Agreement, of the following conditions: (i) The Internal Restructuring and the SpinCo Transfer will have been consummated in all material respects (subject to Section 2.2). (ii) SpinCo will have been duly incorporated and will have been converted from a private company to a public company under the Companies Act, Chapter 50 of Singapore. (iii) All corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby by each Party will have been obtained. (iv) Parent will have received an opinion of Xxxxx Day regarding the qualification of the Distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code to the stockholders of Parent. (v) The SEC shall will have declared effective the Form 1020-F; no order suspending the effectiveness of the Form 10 shall 20-F will be in effect; and no proceedings for such purposes shall have been instituted will be pending before or threatened by the SEC. (iivi) The Information Statement Copies of the Form 20-F shall have been mailed to Parent’s unitholders or, in connection with the delivery of a notice of Internet availability of the Information Statement to such holders, posted on the InternetRecord Holders. (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (ivvii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws (and any comparable Laws under any foreign jurisdiction) and the rules and regulations thereunder and the NYSE rules shall will have been taken or made, and, where applicable, will have become effective or been accepted. (vviii) Each Any Governmental Approvals required for the consummation of the Ancillary Agreements shall Separation and Distribution will have been duly executed and delivered by the applicable parties theretoobtained. (viix) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall will be in effect. (viix) The SpinCo Common Units Shares to be distributed to the stockholders of Parent unitholders in the Distribution shall will have been accepted for listing on the NYSENASDAQ, subject to official notice of distributionissuance. (viiixi) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as Each of the Effective Time, Ancillary Agreements will have been duly executed and Parent’s net working capital (including delivered by the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000)applicable parties thereto. (ixxii) An independent valuation firm will have delivered one or more opinions to the Parent Board confirming the solvency and financial viability of each of Parent and SpinCo immediately after the consummation of the Distribution, and such opinions will be acceptable to Parent in form and substance in Parent’s sole discretion, and such opinions will not have been withdrawn, rescinded or modified in any respect. (xiii) The conditions to closing of the transactions contemplated by the Investment Agreement set forth in Sections 7.1 and 7.3 thereof will have been satisfied or, to the extent permitted by applicable Law, waived. (xiv) If, and to the extent required by applicable Law, Parent shall have, and shall have received (procured that any applicable Subsidiary of Parent shall have, informed, consulted or shall receive simultaneously more generally involved any relevant employee representative bodies, in connection with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of transactions contemplated by this Agreement and by the Merger Investment Agreement. (xxv) Each If (A) a General Waiver (as defined in the Investment Agreement) has not been obtained from the SIC, and (B) based on the advice of counsel, Parent, SpinCo and Total reasonably determine that the Distribution is expected to trigger the mandatory general offer provisions under Rule 14 of the conditions Singapore Code, then a Ruling (as defined in the Investment Agreement) or a Specific Waiver (as defined in the Investment Agreement), in each case, applicable to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Distribution shall have been satisfied or waivedobtained from the SIC on conditions reasonably satisfactory to Parent, SpinCo and Total. (b) The foregoing conditions (i) are for the sole benefit of Parent, Parent GP and the GP Board and shall (ii) will not give rise to or create any duty on the part of Parent, Parent GP or the GP Parent Board to waive or not waive any such condition or in accordance with this Agreement and subject to Parent’s obligations in the Investment Agreement, and (iii) will not in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX, in each case, subject to the prior termination of the Investment Agreement in accordance with its terms. Any determination made by the GP Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall will be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Conditions to the Distribution. (a) The consummation obligations of the Parties to consummate the Distribution will be subject to conditioned on the satisfaction, or waiver by Parent in its sole and absolute discretionthe ConAgra Board, of the following conditions: (ia) The SEC ConAgra Board, in its sole and absolute discretion, shall have authorized and approved the Separation and the Distribution and shall not have withdrawn such authorization and approval; (b) The ConAgra Board shall have declared effective the dividend of SpinCo Common Stock to the Record Holders; (c) The Commission shall have declared the Form 10; 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 10 shall be in effect; , and no proceedings for such purposes purpose shall have been instituted be pending before or threatened by the SEC.Commission; (d) The NYSE or another national securities exchange approved by the ConAgra Board shall have accepted the SpinCo Common Stock for listing, subject to official notice of issuance; (e) The Internal Restructuring and the LW Transfer shall have been consummated in all material respects; (f) ConAgra shall have received a written opinion from Xxxxx Xxxx & Xxxxxxxx LLP, tax counsel to ConAgra, to the effect that (i) the LW Transfer, taken together with the Distribution, will qualify as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, and that each of ConAgra and SpinCo will be a party to the reorganization within the meaning of Section 368(b) of the Code, (ii) The Information Statement shall have been mailed the Distribution, as such, will qualify as a distribution of SpinCo stock to ParentConAgra’s unitholders or, shareholders pursuant to Section 355 of the Code and (iii) the Special Cash Payment will qualify as money distributed to ConAgra creditors or shareholders in connection with the delivery reorganization for purposes of a notice of Internet availability Section 361(b) of the Information Statement to such holdersCode; (g) ConAgra shall have received a written opinion from a nationally recognized financial advisory firm as may be reasonably selected by the ConAgra Board that, posted on as of the Internet. Distribution Date, (i) SpinCo will not be insolvent, (ii) SpinCo will not be left with unreasonably small capital, (iii) The transfer of the Transferred Assets (SpinCo will not have incurred debts or other than any Delayed Transferred Asset) Liabilities beyond its ability to pay such debts or other Liabilities as they mature and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules shall have been taken or made, and, where applicable, have become effective or been accepted.capital of SpinCo will not be impaired; (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vih) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect by any Governmental Authority of competent jurisdiction or authority, no other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect., and no other event outside the control of ConAgra shall have occurred or failed to occur that prevents the consummation of the Distribution; (viii) The SpinCo Common Units to be distributed No other events or developments shall have occurred prior to the Parent unitholders Distribution that, in the judgment of the ConAgra Board, would result in the Distribution shall have been accepted for listing having a material adverse effect on the NYSE, subject to official notice of distribution.ConAgra or ConAgra’s stockholders; and (viiij) The Retained Cash of five million dollars ($5,000,000) shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000). (ix) Parent shall have received (or shall receive simultaneously with the Distribution) the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with the terms of this Agreement and the Merger Agreement. (x) Each of the conditions to the party’s obligations to effect the Merger actions set forth in Section 8.1 2.01(b), (other than Section 8.1(a)(viiic), (g), (h) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement (i) shall have been satisfied or waived. (b) completed in all material respects. The foregoing conditions may be waived only by the ConAgra Board, in its sole and absolute discretion, are for the sole benefit of Parent, Parent GP ConAgra and the GP Board and shall will not give rise to or create any duty on the part party of Parent, Parent GP or the GP ConAgra Board to waive or not waive any such condition conditions or in any way limit Parent’s the right to terminate of termination of this Agreement as set forth in Article IX Section 6.02 or alter the consequences of any such termination from those specified in Article IXSection 6.02. Any determination made by the GP ConAgra Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3(a) shall 2.02 will be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.

Conditions to the Distribution. (a) The consummation obligation of Ralston to make the Distribution will be subject to is subxxxx xx the satisfaction, or waiver by Parent in its sole and absolute discretion, satisfaction of each of the following conditions: (i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes transactions contemplated by Article II shall have been instituted or threatened by the SEC.consummated in all material respects; (ii) The Information Statement Ralston shall have been mailed to Parent’s unitholders orreceived rulings frox xxx XRS, in connection with form and substance satisfactory to Ralston's tax counsel and independent axxxxxxx, that the delivery contributions, transfers, assumptions, Merger and Distribution described in Articles II and III of a notice of Internet availability of this Agreement will not be subject to federal income taxation at the Information Statement to such holders, posted on the Internet.corporate or shareholder level; (iii) The transfer of the Transferred Assets (other than any Delayed Transferred Asset) Agribrands Stock and Assumed Liabilities (other than any Delayed Assumed Liability) contemplated to be transferred from Parent to SpinCo on or prior to the Distribution shall have occurred as contemplated by Section 2.1, and the transfer of the Retained Assets (other than any Delayed Retained Asset) and Retained Liabilities (other than any Delayed Retained Liability) contemplated to be transferred from SpinCo to Parent on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1. (iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder and the NYSE rules associated Rights shall have been taken or made, and, where applicable, have become effective or been accepted. (v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect. (vii) The SpinCo Common Units to be distributed to the Parent unitholders in the Distribution shall have been accepted approved for listing on the NYSE, subject to official notice of distribution.issuance; (iv) The Form 10 shall have been filed with the SEC and shall have become effective, and no stop order with respect thereto shall be in effect; (v) All authorizations, consents, approvals and clearances of all federal, state, local and foreign governmental agencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Ralston Business or the Agribusiness, (X) xxe Assets, results of operations or financial condition of the Ralston Group or the Agribusiness Groxx, xx each case taken as a whole, or (C) the ability of Ralston or Agribrands to perform its obxxxxxxxns under this Agreement; and all statutory requirements for such valid consummation shall have been fulfilled; (vi) Ralston shall have provided the NYSE wxxx xxx prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (vii) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect preventing the payment of the Distribution; (viii) The Retained Cash of five million dollars ($5,000,000) Distribution shall be held by Parent as of the Effective Time, and Parent’s net working capital (including the Retained Cash) as of the Effective Time shall be no less than five million dollars ($5,000,000).payable in accordance with applicable law; (ix) Parent All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any member of the Ralston Group or the Agribusiness Group xx x xarty or by which any such member is bound shall have received (been obtained, or each such agreement, security or facility shall receive simultaneously with have been refinanced, in each case on terms satisfactory to Ralston and Agribrands and to the Distribution) extenx xxxxxsary to permit the Specified Payment, the Indebtedness Payment and the proceeds from the SpinCo Cash Transfer in accordance with Distribution to be consummated without any material breach of the terms of this Agreement and the Merger Agreement.such agreement, security or facility; and (x) Each One or more members of the conditions to the party’s obligations to effect the Merger set forth in Section 8.1 (other than Section 8.1(a)(viii) and Section 8.1(a)(ix)), Section 8.2, and Section 8.3 of the Merger Agreement Agribusiness Group shall have been satisfied substituted, as of the Distribution Date in respect of all Ralston Group debt obligations assumed xx Xxxibrands or waivedanother member of the Agribusiness Group pursuant to this Agreement. (b) The foregoing conditions are for the sole benefit of Parent, Parent GP and the GP Board and shall not give rise to or create any duty on the part of Parent, Parent GP or the GP Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the GP Ralston Board prior to the Distribution in good faith concerning the satisfaction xxx xatisfaction or waiver of any or all of the conditions set forth in Section 3.3(a12.01(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiverconclusive.