CONTRIBUTION AND EXCHANGE AGREEMENT Dated as of December 2, 2008 by and among Icahn Enterprises L.P., Barberry Corp., and Thornwood Associates Limited PartnershipContribution and Exchange Agreement • December 3rd, 2008 • Icahn Enterprises L.P. • Investors, nec • New York
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of December 2, 2008, is by and among Icahn Enterprises L.P., a Delaware limited partnership (“IEP”), Thornwood Associates Limited Partnership, a Delaware limited partnership (“Contributor”), and Barberry Corp., a Delaware corporation and the general partner of Contributor (“Barberry”). Capitalized terms not otherwise defined herein have the meanings set forth in Article VII.
