DEPOSIT AGREEMENTDeposit Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software • New York
This DEPOSIT AGREEMENT, dated as of , 2017, is entered into by and among (i) MICRO FOCUS INTERNATIONAL PLC, a company incorporated under the laws of England and Wales (together with its successors, the “Company”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software
This TRANSITION SERVICES AGREEMENT, dated as of [●] (this “Agreement”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), and Seattle SpinCo, Inc., a Delaware corporation (“Seattle”). Houston and Seattle are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of September 7, 2016, by and between the Parties (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
CREDIT AGREEMENT dated as of [__], 201[_], amongCredit Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software • New York
TAX MATTERS AGREEMENT BY AND AMONG HEWLETT PACKARD ENTERPRISE COMPANY, SEATTLE SPINCO, INC., AND MICRO FOCUS INTERNATIONAL PLCTax Matters Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software • Delaware
CREDIT AGREEMENT dated as of [__], 201[_], among SEATTLE SPINCO, INC., as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent and Collateral AgentCredit Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of [__], 201[_]1 (this “Agreement”), among SEATTLE SPINCO, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software • Delaware
This Real Estate Matters Agreement (this “Agreement”) is entered into on [●], by and between HEWLETT PACKARD ENTERPRISE COMPANY, a Delaware corporation (“Houston”) and SEATTLE SPINCO, INC., a Delaware corporation (“Seattle”).
IP MATTERS AGREEMENTIp Matters Agreement • August 4th, 2017 • Micro Focus International PLC • Services-prepackaged software
This IP MATTERS AGREEMENT (this “IPMA”), dated as of [_________], 20__ (“Effective Date”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston Company”), and Hewlett Packard Enterprise Development LP, a Texas limited partnership (“Houston Development” and, together with Houston Company, collectively “Houston”), on the one hand, and Seattle Spinco, Inc., a Delaware corporation and wholly owned subsidiary of Houston Company (“Seattle”), on the other hand. Houston Company, Houston Development and Seattle are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.”
