Common use of Enterprise Bound Subsidiary Stock Exchange Clause in Contracts

Enterprise Bound Subsidiary Stock Exchange. Immediately prior to the Record Date and in connection with the Separation, each of the Enterprise Bound Subsidiaries, in exchange for each HP Common Share then held by such Enterprise Bound Subsidiary (the “Subsidiary Stock Recapitalization”), shall receive from HP one (1) share of preferred stock of HP (the “Common Equivalent HP Preferred Stock”). HP shall redeem each share of Common Equivalent HP Preferred Stock at the Effective Time for a number of shares of Enterprise Common Stock (and cash in lieu of any fractions thereof) having a value (based on the average of the high and low “when issued” trading price of Enterprise Common Stock on the trading day immediately preceding the Distribution Date) equal to the value of one (1) HP Common Share (based on the average of the high and low “regular way” trading price of HP Common Shares on the trading day immediately preceding the Distribution Date) (the “Subsidiary Stock Exchange”). For U.S. federal income tax purposes, (i) the Subsidiary Stock Recapitalization is intended to be treated as a recapitalization within the meaning of Section 368(a) of the Code and (ii) the Subsidiary Stock Exchange is intended to be treated as part of the same distribution (within the meaning of Section 355(a) of the Code) as the Distribution.

Enterprise Bound Subsidiary Stock Exchange. Immediately prior to the Record Date and in connection with the Separation, each of the Enterprise Bound Subsidiaries, in exchange for each HP Common Share then held by such Enterprise Bound Subsidiary (the “Subsidiary Stock Recapitalization”), shall receive from HP one (1) share of preferred stock of HP (the “Common Equivalent HP Preferred Stock”). HP shall redeem each share of Common Equivalent HP Preferred Stock at the Effective Time for a number of shares of Enterprise Common Stock (and cash in lieu of any or fractions thereof) having a value (based on the average of the high and low “when issued” trading price of Enterprise Common Stock on the trading day immediately preceding the Distribution Date) equal to the value of one (1) HP Common Share (based on the average of the high and low “regular way” trading price of HP Common Shares on the trading day immediately preceding the Distribution Date) (the “Subsidiary Stock Exchange”). For U.S. federal income tax purposes, (i) the Subsidiary Stock Recapitalization is intended to be treated as a recapitalization within the meaning of Section 368(a) of the Code and (ii) the Subsidiary Stock Exchange is intended to be treated as part of the same distribution (within the meaning of Section 355(a) of the Code) as the Distribution.