Crimson Wine Group, Ltd (Form: 8-K, Received: 02/25/2013 17:18:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 25, 2013


CRIMSON WINE GROUP, LTD.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)

000-54866	13-3607383
(Commission File Number)	(IRS Employer Identification No.)

5901 SILVERADO TRAIL NAPA, CA	94558
(Address of Principal Executive Offices)	(Zip Code)

800-486-0503
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Completion of the Spin-Off

On February 25, 2012 (the “Distribution Date”), Crimson Wine Group, Ltd. (“Crimson” or the “Company”) completed its spin-off (the “Spin-Off”) from Leucadia National Corporation (“Leucadia”). Crimson, which held all of Leucadia’s wine operations, was distributed to Leucadia’s shareholders through a pro rata dividend of all of the shares of Crimson common stock (the “Common Stock”).

The Company filed a Registration Statement on Form 10 with the Securities and Exchange Commission (the “SEC”) describing the Spin-Off that was declared effective on February 5, 2013. Crimson is now a separate public company. Its Common Stock is not listed on any securities exchange, but trading in Crimson’s common stock is expected to occur on OTC Link under the symbol “CWGL.” The Company’s Information Statement, dated February 11, 2013 (the “Information Statement”), which described for stockholders the details of the Spin-Off and provided information as to the business and management of the Company, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Information Statement was first mailed to Leucadia’s shareholders on or about February 12, 2013.

On the Distribution Date, holders of record of Leucadia’s common shares as of the close of business on February 11, 2013, the record date for the Spin-Off, that did not subsequently trade the entitlement to their shares of Crimson common stock, received one share of Common Stock for every 10 Leucadia common shares held on the record date, with cash in lieu of fractional shares to be later distributed. As of February 25, 2013, the Company had approximately 24.5 million shares of Common Stock outstanding.

Agreements with Leucadia

In connection with the Spin-Off, the Company entered into several agreements with Leucadia that govern the terms of the Spin-Off and the Company’s relationship with Leucadia thereafter, including the agreements listed below. A more extensive summary of each of these agreements can be found in the Information Statement in the section entitled “The Distribution,” which is incorporated herein by reference. The information about those agreements therein and below is qualified in its entirety by reference to the full text of the agreements, which are filed as exhibits hereto and are hereby incorporated by reference.

Separation Agreement

On February 1, 2013, the Company entered into the separation agreement (the “Separation Agreement”) with Leucadia, which sets forth, among other things, the Company’s agreements with Leucadia regarding the principal transactions necessary to separate the Company from Leucadia. It also sets forth the other agreements that govern certain aspects of the Company’s relationship with Leucadia after the Distribution Date.

Administrative Services Agreement

On February 1, 2013, the Company entered into the Administrative Services Agreement (the “Administrative Services Agreement”) with Leucadia, whereby Leucadia or its subsidiaries will provide to the Company certain administrative services following the Spin-Off. The Company

may terminate certain specified services by giving prior written notice to Leucadia of any such termination. The Administrative Services Agreement has an initial term of one year, an evergreen renewal for subsequent annual periods and is terminable by either party on six months prior notice. The services that Leucadia will provide to the Company include SEC and tax filing services and certain other corporate services. The charges for the administrative services generally are intended to allow Leucadia to fully recover the costs directly associated with providing the services, plus out-of-pocket costs and expenses. The charges of each of the administrative services will generally be fixed and pass-through out-of-pocket costs.

Tax Matters Agreement

On February 1, 2013, the Company entered into a tax matters agreement (the “Tax Matters Agreement”) with Leucadia, which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

Item 3.03 Material Modifications to Rights of Security Holders.

The information included in Item 5.03 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant

The information included in Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Board of Directors

Effective as of the time of the Spin-Off, the individuals identified below will serve on the board of the directors.

Name	Age	Director Since	Position
Ian M. Cumming	72	March 1994	Chairman of the Board of Directors
Joseph S. Steinberg	68	February 2013	Director
John D. Cumming	45	February 2013	Director
Avraham M. Neikrug	43	February 2013	Director

Election of Executive Officers

Effective as of the time of the Spin-Off, the individuals below will serve as the Company’s executive officers.

Name	Age	Position
Erle Martin	49	President and Chief Executive Officer
Patrick M. DeLong	47	Chief Financial & Operating Officer
Mike S. Cekay	41	Senior Vice President of Global Sales
Natasha K. Hayes	41	Vice President of Marketing
Vida A. Dion	40	Vice President of Consumer Sales

Equity Compensation Plan

On February 1, 2013, prior to the completion of the Spin-Off, the Company’s board of directors approved the 2013 Omnibus Incentive Plan (the “Equity Compensation Plan”), which is designed to attract, retain and motivate officers, employees, and non-employee directors providing services to the Company, any of its subsidiaries, or affiliates and to promote the success of the Company’s business by providing the participants of the Equity Compensation Plan with appropriate incentives. The Equity Compensation Plan allows the Company to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, and other stock-based awards, and performance-based compensation awards to its officers, employees, and non-employee directors. The Equity Compensation Plan will be administered by the Company’s board of directors (in the absence of a compensation committee or other designated committee of the board), which is authorized to select the officers, employees and non-employee directors to whom awards will be granted, and to determine the type and amount of such awards. The maximum number of shares available for issuance under the Equity Compensation Plan is one million. No grants have been made under the Equity Compensation Plan. The 2013 Omnibus Incentive Plan is filed as Exhibit 10.3.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 1, 2013, prior to the completion of the Spin-Off and as approved by Leucadia, as the Company’s sole stockholder, the Company amended and restated its certificate of incorporation (the “Amended and Restated Certificate”). The Amended and Restated Certificate is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.

On February 1, 2013, prior to completion of the Spin-Off, the Company amended and restated its bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are filed as Exhibit 3.2 hereto, and are incorporated herein by reference.

A description of the key provisions of the Amended and Restated Certificate and Amended and Restated Bylaws can be found in the section entitled “Description of Capital Stock” in the Information Statement, Filed as Exhibit 99.1 to the Company’s Form 8-K filed on February 12, 2013.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1 Separation Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.

3.1 Amended and Restated Certificate of Incorporation of Crimson Wine Group, Ltd.

3.2 Amended and Restated Bylaws of Crimson Wine Group, Ltd.

10.1 Tax Matters Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.

10.2 Administrative Services Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.

10.3 2013 Omnibus Incentive Plan.

99.1 Information Statement dated February 11, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed on February 12, 2013).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 25, 2013

	CRIMSON WINE GROUP, LTD.

	By:	/s/ Patrick M. DeLong
	Name:	Patrick M. DeLong
	Title:	Chief Financial & Operating Officer

Exhibit Index

2.1		Separation Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.
3.1		Amended and Restated Certificate of Incorporation of Crimson Wine Group, Ltd.
3.2		Amended and Restated Bylaws of Crimson Wine Group, Ltd.
10.1		Tax Matters Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.
10.2		Administrative Services Agreement, dated February 1, 2013, between Crimson Wine Group, Ltd. and Leucadia National Corporation.
10.3		2013 Omnibus Incentive Plan.
99.1		Information Statement dated February 11, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed on February 12, 2013).

Exhibit 2.1

SEPARATION AGREEMENT

BY AND BETWEEN

LEUCADIA NATIONAL CORPORATION

AND

CRIMSON WINE GROUP, LTD.

Dated February 1, 2013


ARTICLE I		DEFINITIONS	2

1.1	Certain Definitions		2

1.2	Other Terms		5

ARTICLE II		THE CONTRIBUTION	6

2.1	Contributed Assets		6

2.2	Transfer of Contributed Assets		6

2.3	Termination of Agreements and Arrangements		6

2.4	Bank Accounts; Cash Balances		7

ARTICLE III		THE DISTRIBUTION	8

3.1	Actions at or Prior to the Effective Time		8

3.2	Conditions Precedent to Distribution		8

3.3	The Distribution		9

3.4	Authorization of Agreement		9

ARTICLE IV		ACCESS TO INFORMATION	10

4.1	Agreement for Exchange of Information; Archives		10

4.2	Ownership of Information		11

4.3	Compensation for Providing Information		11

4.4	Record Retention		12

4.5	Other Agreements Providing for Exchange of Information		12

ARTICLE V		RELEASE; INDEMNIFICATION; AND GUARANTEES	13

5.1	Release of Pre-Distribution Claims		13

5.2	General Indemnification by Crimson		14

5.3	General Indemnification by Leucadia		15

5.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts		15

5.5	Procedures for Indemnification of Third Party Claims		15

5.6	Additional Matters		17

5.7	Remedies Cumulative; Limitations of Liability		18

5.8	Survival of Indemnities		18

ARTICLE VI		OTHER AGREEMENTS	18

6.1	Further Assurances		18

6.2	Confidentiality		19

6.3	Insurance Matters		20


6.4	Allocation of Costs and Expenses		23

6.5	Tax Matters		23

ARTICLE VII		DISPUTE RESOLUTION	24

7.1	General Provisions		24

7.2	Consideration by Senior Executives		24

7.3	Mediation		24

7.4	Specific Performance		25

7.5	Jurisdiction; Enforcement		25

ARTICLE VIII		MISCELLANEOUS	26

8.1	Governing Law		26

8.2	Survival of Covenants		26

8.3	Force Majeure		26

8.4	Notices		26

8.5	Termination		27

8.6	Severability		27

8.7	Entire Agreement		27

8.8	Assignment; No Third-Party Beneficiaries		27

8.9	Public Announcements		28

8.10	Amendment		28

8.11	Rules of Construction		28

8.12	Counterparts		28

EXHIBITS


A	Crimson Amended and Restated Certificate of Incorporation
B	Crimson Amended and Restated Bylaws
C	Tax Matters Agreement
D	Administrative Services Agreement

SCHEDULE


1.1	Crimson Group

iii

SEPARATION AGREEMENT

This SEPARATION AGREEMENT (this “ Agreement ”), dated as of February 1, 2013, is by and between Leucadia National Corporation, a New York corporation (“ Leucadia ”), and Crimson Wine Group, Ltd., a Delaware corporation (“ Crimson ”). Capitalized terms used herein shall have the meanings assigned to them in Article I hereof or as otherwise expressly set forth herein.

RECITALS

WHEREAS, Crimson is a wholly-owned subsidiary of Leucadia engaged in the production and sale of premium, ultra-premium and luxury wines;

WHEREAS, the board of directors of Leucadia and the board of directors of Crimson have approved the transfer of the Contributed Assets to Crimson and its Subsidiaries (the “ Contribution ”), as more fully described in this Agreement;

WHEREAS, the board of directors of Leucadia has determined that it is advisable and in the best interests of Leucadia for Leucadia to distribute all of the outstanding shares of common stock, par value $0.01 per share, of Crimson (the “ Crimson Common Stock ”) to the holders of issued and outstanding common shares, par value $1.00 per share, of Leucadia (the “ Leucadia Common Shares ”) as of the close of business on the Record Date, on the basis of one share of Crimson Common Stock for every ten Leucadia Common Shares, provided , however , that no fractional shares shall be issued (the “ Distribution ”);

WHEREAS, Leucadia and Crimson have prepared, and Crimson has filed with the SEC, the Form 10, including the information statement contained therein, and which sets forth disclosure concerning Crimson and the Distribution;

WHEREAS, Leucadia and Crimson intend that, for federal income Tax purposes, the contribution of the Intercompany Indebtedness and the obligation to make the Cash Contribution and the Distribution will qualify as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies;

WHEREAS, this Agreement is intended to be a “plan of reorganization” within the meaning of Treas. Reg. 1.368-2(g) with respect to the Contribution and the Distribution; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Contribution and the Distribution and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Contribution and the Distribution and the relationship of Leucadia, Crimson and their respective Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

“ Action ” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Administrative Services Agreement ” means the Administrative Services Agreement, attached hereto as Exhibit D , to be entered into by and between Leucadia and Crimson, and/or any of their respective Subsidiaries, at or prior to the Effective Time.

“ Affiliate ” (including, with a correlative meaning, “ affiliated ”) means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “ control ” (including with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract, agreement, obligation, promise, arrangement or otherwise. It is expressly agreed that, from and after the Effective Time and for purposes of this Agreement and the Ancillary Agreements, no member of the Crimson Group shall be deemed to be an Affiliate of any member of the Leucadia Group, and no member of the Leucadia Group shall be deemed to be an Affiliate of any member of the Crimson Group.

“ Ancillary Agreements ” means the Tax Matters Agreement and the Administrative Services Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“ Crimson Business ” means the management, operation and development of the properties and assets described in Item 1 of the Form 10, as conducted by any member of the Crimson Group immediately prior to the Effective Time.

“ Crimson Contracts ” means the following Contracts, to the extent in effect immediately prior to the Effective Time:

(a) any Contracts to which one or more members of the Crimson Group is a party; provided that no members of the Leucadia Group are also party to such Contracts;

(b) any Contracts that relate exclusively to the Crimson Business; and

(c) any Contract that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to Crimson or any member of the Crimson Group.

“ Crimson Disclosure Documents ” means any registration statement (including the Form 10) filed with the SEC in the name of any member of the Crimson Group as registrant, and any prospectus, offering memorandum, offering circular or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, that is prepared in connection with any such registration statement.

“ Crimson Group ” means Crimson and each of its direct and indirect Subsidiaries as set forth on Schedule 1.1 .

“ Crimson Liabilities ” means liabilities of the Crimson Group or relating to the Crimson Business or assets of Crimson.

“ Distribution Agent ” means American Stock Transfer & Trust Company, LLC (and/or its Affiliates).

“ Effective Time ” means 12:01am ET on February 25, 2013, or such other time as determined by Leucadia in accordance with Section 3.3(b) .

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

“ Force Majeure ” means, with respect to a party, an event beyond the reasonable control of such party (or any Person acting on its behalf), and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the receipt by a party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such party’s response thereto shall not be deemed an event of Force Majeure.

“ Form 10 ” means the registration statement on Form 10 filed by Crimson with the SEC on December 7, 2012 to effect the registration of Crimson Common Stock pursuant to the Exchange Act, as such registration statement may be amended or supplemented from time to time.

“ Governmental Authority ” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” means the Leucadia Group or the Crimson Group, as the context requires.

“ Information Statement ” means the information statement to be sent to each holder of Leucadia Common Shares in connection with the Distribution, as filed with the SEC, as such information statement may be amended or supplemented from time to time prior to the Effective Time.

“ Law ” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Leucadia Business ” means the businesses and operations conducted immediately prior to the Effective Time by any member of the Leucadia Group that are not included in the Crimson Business.

“ Leucadia Disclosure Documents ” means any registration statement filed with the SEC in the name of any member of the Leucadia Group as registrant, and any prospectus, offering memorandum, offering circular or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, that is prepared in connection with any such registration statement.

“ Leucadia Group ” means Leucadia and each of its direct and indirect Subsidiaries, expressly excluding the Crimson Group.

“ Leucadia Liabilities ” means liabilities of the Leucadia Group or relating to the Leucadia Business or assets of Leucadia, expressly excluding Crimson Liabilities.

“ Person ” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, Governmental Authority or other entity.

“ Record Date ” means February 11, 2013.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

“ Subsidiary ” or “ subsidiary ” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (i) beneficially owns, either directly or indirectly, more than 50% of (A) the total combined voting power of all classes of voting securities of such Person, (B) the total combined equity interests or (C) the capital or profit interests, in the case of a partnership, or (ii) otherwise has the power to vote,

either directly or indirectly, sufficient securities, or the contractual right, to elect a majority of the board of directors or similar governing body or the managing partner or managing member.

“ Tax ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” means the Tax Matters Agreement, attached hereto as Exhibit C , to be entered into by and between Leucadia and Crimson at or prior to the Effective Time.

“ Transactions ” means, collectively, the Contribution, the Distribution and all other transactions contemplated by this Agreement or any Ancillary Agreement.

1.2 Other Terms . For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated.


Term			Section


Agreement			Preamble
Amended and Restated Bylaws			3.1(a)
Amended and Restated Certificate of Incorporation			3.1(a)
Cash Contribution			2.1(a)
Confidential Information			6.2(a)
Contributed Assets			2.1
Contribution			Recitals
Crimson			Preamble
Crimson Accounts			2.4(a)
Crimson Common Stock			Recitals
Crimson Indemnified Parties			5.3
Dispute			7.1(a)
Distribution			Recitals
Indemnified Party			5.4(a)
Indemnifying Party			5.4(a)
Indemnity Payment			5.4(a)
Initial Notice			7.2
Intercompany Indebtedness			2.1(a)
Leucadia			Preamble
Leucadia Accounts			2.4(a)
Leucadia Common Shares			Recitals
Leucadia Indemnified Parties			5.2
Linked			2.4(a)
Representatives			6.2(a)
Response			7.2
Shared Information			6.2(a)
Special Damages			5.8
Third Party Claim			5.5(a)

ARTICLE II

THE CONTRIBUTION

2.1 Contributed Assets . For purposes of this Agreement, “ Contributed Assets ” shall mean the following assets:

(a) any and all intercompany indebtedness for money borrowed by Crimson and its Subsidiaries and owed to Leucadia or any of its Subsidiaries existing immediately prior to the Effective Time (the “ Intercompany Indebtedness ”); and

(b) cash in an amount not to exceed $20,000,000, the exact amount to be determined taking into account the amount of the Intercompany Indebtedness, such that the book value of Leucadia, after giving effect to the Contribution and the Distribution, is not reduced by more than $197,000,000 (the “ Cash Contribution ”).

2.2 Transfer of Contributed Assets . On the condition that the Contribution and the Distribution would not reduce the book value of Leucadia by more than $197,000,000, Leucadia shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to Crimson or certain of Crimson’s Subsidiaries designated by Crimson, and Crimson or such Subsidiaries shall accept from Leucadia and its applicable Subsidiaries, all of Leucadia’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all the Contributed Assets as follows:

(a) the Intercompany Indebtedness – to be assigned, transferred, conveyed and delivered prior to the Effective Time; and

(b) the Cash Contribution – to be paid within five (5) business days of the delivery by Crimson to Leucadia and acceptance by Leucadia of a full financial reporting package for the Crimson Group for the two-month period ending February 28, 2013, such financial information to be presented in a format that is customary for the Leucadia Group, such package to be delivered to Leucadia as soon as available but in no event later than March 20, 2013.

2.3 Termination of Agreements and Arrangements .

(a) Except as set forth in Section 2.3(b) , in furtherance of the releases and other provisions of Section 5.1 , Crimson and each member of the Crimson Group, on the one hand, and Leucadia and each member of the Leucadia Group, on the other hand, hereby terminate, effective as of the Effective Time, any and all agreements, arrangements, commitments or understandings, whether or not in writing, solely between or among Crimson and/or any member of the Crimson Group, on the one hand, and Leucadia and/or any member of the Leucadia Group, on the other hand, effective as of the Effective Time; provided , however , to the extent that termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be determined pursuant to the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time (or, to the extent contemplated by the proviso

to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each party shall, at the reasonable request of any other party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.3(a) shall not apply to this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the parties hereto or any of the members of their respective Groups), or to any of the provisions hereof and thereof.

2.4 Bank Accounts; Cash Balances .

Except as may be set forth in the Administrative Services Agreement:

(a) Leucadia and Crimson each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Effective Time (or such earlier time as Leucadia and Crimson may agree), all actions necessary to amend all Crimson Contracts governing each bank and brokerage account owned by Crimson or any other member of the Crimson Group (collectively, the “ Crimson Accounts ”), so that such Crimson Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ linked ”) to any bank or brokerage account owned by Leucadia or any other member of the Leucadia Group (collectively, the “ Leucadia Accounts ”), are de-linked from the Leucadia Accounts effective at or prior to the Effective Time.

(b) Leucadia and Crimson each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Effective Time (or such earlier time as Leucadia and Crimson may agree), all actions necessary to amend all Crimson Contracts governing the Leucadia Accounts so that such Leucadia Accounts, if currently linked to a Crimson Account, are de-linked from the Crimson Accounts.

(c) With respect to any outstanding checks issued by Leucadia, Crimson or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn with prompt reimbursement from the Person or Group that issued such check, if applicable.

(d) As between Leucadia and Crimson (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by either party (or member of its Group) that relate principally to a business, asset or liability of the other party (or member of its Group) shall be held by such party in trust for the use and benefit of the party entitled thereto and, promptly upon receipt by such party of any such payment or reimbursement, such party shall pay over, or shall cause the applicable member of its Group to pay over to the other party the amount of such payment or reimbursement without right of set-off.

ARTICLE III

THE DISTRIBUTION

3.1 Actions at or Prior to the Effective Time . At or prior to the Effective Time, the following shall occur:

(a) Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws . (i) Leucadia and Crimson shall each take all necessary action that may be required to provide for the adoption by Crimson of the Amended and Restated Certificate of Incorporation of Crimson in substantially the form attached hereto as Exhibit A (the “ Amended and Restated Certificate of Incorporation ”), and the Amended and Restated Bylaws of Crimson in substantially the form attached hereto as Exhibit B (the “ Amended and Restated Bylaws ”) and (ii) Crimson shall file the Amended and Restated Certificate of Incorporation of Crimson with the Secretary of State of the State of Delaware.

(b) The Distribution Agent . Leucadia shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(c) Stock-Based Employee Benefit Plans . Leucadia and Crimson shall take all actions as may be necessary to adopt a stock-based employee benefit plan of Crimson in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

3.2 Conditions Precedent to Distribution . In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by Leucadia, in whole or in part, in its sole discretion):

(a) the transfer of the Intercompany Indebtedness shall have been completed in accordance with Article II of this Agreement;

(b) the Form 10 filed with the SEC shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the Information Statement shall have been mailed to holders of Leucadia Common Shares as of the Record Date;

(d) Leucadia shall have received an opinion of Weil, Gotshal & Manges LLP to the effect that the contribution of the Intercompany Indebtedness and the obligation to make the Cash Contribution and the Distribution will qualify as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies, respectively;

(e) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto, including the Contribution, shall be in effect; and

(f) no event or development shall have occurred or exist that, in the judgment of the board of directors of Leucadia, in its sole discretion, makes it inadvisable to effect the Contribution, the Distribution or the other transactions contemplated hereby.

Each of the foregoing conditions is for the sole benefit of Leucadia and shall not give rise to or create any duty on the part of Leucadia or its board of directors to waive or not to waive any such condition or to effect the Contribution and the Distribution, or in any way limit Leucadia’s rights of termination set forth in this Agreement. Any determination made by Leucadia prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.

3.3 The Distribution .

(a) Subject to the terms and conditions set forth in this Agreement, (i) at or prior to the Effective Time, Leucadia shall deliver to the Distribution Agent for the benefit of holders of record of Leucadia Common Shares on the Record Date, certificates for such number of the issued and outstanding shares of Crimson Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Leucadia shall instruct the Distribution Agent to distribute, at or as soon as practicable after the Effective Time, to each holder of record of Leucadia Common Shares as of the Record Date, by means of a pro rata distribution, one share of Crimson Common Stock for every ten Leucadia Common Shares, provided , however , that no fractional shares shall be issued, and any such fractional shares shall be aggregated and sold in the public market by the Distribution Agent and the aggregate net cash proceeds will be distributed pro rata to those holders of record otherwise entitled to fractional shares. Following the Effective Time, Crimson agrees to provide all certificates for shares of Crimson Common Stock that Leucadia or the Distribution Agent shall require (after giving effect to Section 3.4 ) in order to effect the Distribution.

(b) Notwithstanding anything to the contrary contained in this Agreement, Leucadia shall, in its sole and absolute discretion, determine the Effective Time and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Leucadia may at any time and from time to time, in its sole and absolute discretion, until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

3.4 Authorization of Agreement .

(a) Leucadia has all requisite power, authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to be executed by Leucadia in connection with the consummation of the Distribution, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of Leucadia. This Agreement has been, and each of the Ancillary Agreements will be at or prior to the Effective Time, duly and validly executed and delivered by Leucadia and (assuming due

authorization, execution and delivery by Crimson) this Agreement constitutes, and each of the Ancillary Agreements when so executed and delivered will constitute, legal, valid and binding obligations of Leucadia, enforceable against Leucadia in accordance with its terms.

(b) Crimson has all requisite power, authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to be executed by Crimson in connection with the consummation of the Distribution, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of Crimson. This Agreement has been, and each of the Ancillary Agreements will be at or prior to the Effective Time, duly and validly executed and delivered by Crimson and (assuming due authorization, execution and delivery by Leucadia) this Agreement constitutes, and each of the Ancillary Agreements when so executed and delivered will constitute, legal, valid and binding obligations of Crimson, enforceable against Crimson in accordance with its terms.

ARTICLE IV

ACCESS TO INFORMATION

4.1 Agreement for Exchange of Information; Archives .

(a) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of the date of this Agreement, each of Leucadia and Crimson, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of such respective Group which the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) to carry out its human resources functions or to establish, assume or administer its benefit plans or payroll functions, (iii) in order to satisfy audit, accounting or other similar requirements (except as otherwise provided in Section 4.1(d) ), or (iv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided , however , that in the event that any party determines that any such provision of information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

(b) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of the date of this Agreement, (i) Crimson and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Crimson Business that are located in archives retained or maintained by any member of the Leucadia Group, and (ii) Crimson may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided , that Crimson shall cause any such objects to be returned promptly in the

same condition in which they were delivered to Crimson and Crimson shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Leucadia. Nothing herein shall be deemed to restrict the access of any member of the Leucadia Group to any such documents or objects or to impose any liability on any member of the Leucadia Group if any such documents or objects are not maintained or preserved by Leucadia.

(c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of the date of this Agreement, (i) Leucadia and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Leucadia Business that are located in archives retained or maintained by any member of the Crimson Group and (ii) Leucadia may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided , that Leucadia shall cause any such objects to be returned promptly in the same condition in which they were delivered to Leucadia and Leucadia shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Crimson. Nothing herein shall be deemed to restrict the access of any member of the Crimson Group to any such documents or objects or to impose any liability on any member of the Crimson Group if any such documents or objects are not maintained or preserved by Crimson.

(d) Without limiting the generality of the foregoing, until the fifth Crimson fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of Leucadia and Crimson to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Effective Time occurs), each of Leucadia and Crimson shall use its commercially reasonable efforts to cooperate with the other party’s information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with the Exchange Act, and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

4.2 Ownership of Information . Any information owned by one Group that is provided to a requesting party pursuant to Section 4.1 shall be deemed to remain the property of the providing party, except where such information is an asset of the requesting party pursuant to the provisions of this Agreement or any Ancillary Agreement. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any information requested or provided pursuant to Section 4.1 .

4.3 Compensation for Providing Information . The party requesting information agrees to reimburse the other party for the reasonable out-of-pocket costs and expenses, if any, of

creating, gathering and copying such information (including any costs and expenses incurred in any review of information for purposes of protecting the privileged information of the providing party or in connection with the restoration of backup tapes for purposes of providing the requested information), to the extent that such costs are incurred in connection with such other party’s provision of information in response to the requesting party.

4.4 Record Retention .

(a) To facilitate the possible exchange of information pursuant to this Article IV and other provisions of this Agreement after the Effective Time, the parties agree to use their commercially reasonable efforts to retain all information in their respective possession or control in accordance with the policies or ordinary course practices of Leucadia or Crimson, as applicable, in effect at the Effective Time or such other policies or practices as may be reasonably adopted by the appropriate party after the Effective Time.

(b) Except in accordance with its, or its applicable Subsidiaries’, policies and ordinary course practices, no party will destroy, or permit any of its Subsidiaries to destroy, any information that would, in accordance with such policies or ordinary course practices, be archived or otherwise filed in a centralized filing system by such party or its applicable Subsidiaries; provided , however , that (i) in the case of any information relating to employee benefits, no party will destroy, or permit any of its Subsidiaries to destroy, any such information until the expiration of the applicable statute of limitations (giving effect to any extensions thereof), (ii) in the case of any information relating to a pending or threatened Action (including any pending or threatened investigation by a Governmental Authority) that is known to the members of the Group in possession of such information, the parties shall reasonably cooperate with each other and (iii) no party will destroy, or permit any of its Subsidiaries to destroy, any information required to be retained by applicable Law.

(c) In the event of either party’s or any of its Subsidiaries’ inadvertent failure to comply with its applicable document retention policies as required under this Section 4.4 , such party shall be liable to the other party solely for the amount of any monetary fines or penalties imposed or levied against such other party by a Governmental Authority (which fines or penalties shall not include any liabilities asserted in connection with the claims underlying the applicable Action, other than fines or penalties resulting from any claim of spoliation) as a result of such other party’s inability to produce information caused by such inadvertent failure and, notwithstanding Sections 5.2 and 5.3 , shall not be liable to such other party for any other liabilities.

4.5 Other Agreements Providing for Exchange of Information .

(a) Any party that receives, pursuant to a request for information in accordance with this Article IV , information that is not relevant to its request shall (i) either destroy such information or return it to the providing party and (ii) deliver to the providing party a certificate certifying that such information was destroyed or returned, as the case may be, which certificate shall be signed by an officer of the requesting party holding the title of vice president or above; provided , however , to the extent the non-relevant information is in original form

(rather than a photocopy or electronic or other reproduction thereof), such non-relevant information shall be returned to the providing party and not destroyed.

(b) When any information provided by one Group to the other (other than information provided pursuant to Section 4.4 ) is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement and is no longer required to be retained by applicable Law, the receiving party will promptly after request of the other party either return to the other party all information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other party that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

ARTICLE V

RELEASE; INDEMNIFICATION; AND GUARANTEES

5.1 Release of Pre-Distribution Claims .

(a) Except as provided in the Tax Matters Agreement, effective as of the Effective Time, Crimson does hereby, for itself and each other member of the Crimson Group, their respective Subsidiaries, successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the Crimson Group (in each case, in their respective capacities as such), remise, release and forever discharge Leucadia and the other members of the Leucadia Group, their respective Subsidiaries, successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, equityholders, directors, officers, agents or employees of any member of the Leucadia Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the transactions and all other activities to implement the Contribution, the Distribution and any of the other transactions contemplated hereunder and under the Tax Matters Agreement.

(b) Except as provided in the Tax Matters Agreement, effective as of the Effective Time, Leucadia does hereby, for itself and each other member of the Leucadia Group, their respective Subsidiaries, successors and assigns, and all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Leucadia Group (in each case, in their respective capacities as such), remise, release and forever discharge Crimson, the respective members of the Crimson Group, their respective Subsidiaries, successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the Crimson Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any Contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged

to have existed at or before the Effective Time, including in connection with the transactions and all other activities to implement the Contribution, the Distribution and any of the other transactions contemplated hereunder and under the Tax Matters Agreement.

In addition, nothing contained in Section 5.1(a) shall release Leucadia from indemnifying any director, officer or employee of Crimson who was a director, officer or employee of Leucadia or any of its Subsidiaries at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations, it being understood that if the underlying obligation giving rise to such Action relates to Crimson, Crimson shall indemnify Leucadia for such liability (including Leucadia’s costs to defend and indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V , including Section 5.5 .

(c) Crimson shall not make, and shall not permit any member of the Crimson Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of indemnification, against Leucadia or any member of the Leucadia Group, or any other Person released pursuant to Section 5.1(a) , with respect to any liabilities released pursuant to Section 5.1(a) . Leucadia shall not, and shall not permit any member of the Leucadia Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of indemnification against Crimson or any member of the Crimson Group, or any other Person released pursuant to Section 5.1(b) , with respect to any liabilities released pursuant to Section 5.1(b) .

(d) It is the intent of each of Leucadia and Crimson, by virtue of the provisions of this Section 5.1 , to provide for a full and complete release and discharge of all liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed at or before the Effective Time, between or among Crimson or any member of the Crimson Group, on the one hand, and Leucadia or any member of the Leucadia Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members at or before the Effective Time). At any time, at the request of any other party, each party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

5.2 General Indemnification by Crimson . Crimson shall, and shall cause the other members of the Crimson Group to, indemnify, defend and hold harmless each member of the Leucadia Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Leucadia Indemnified Parties ”), from and against any and all liabilities of the Leucadia Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):

(a) any Crimson Liability; and

(b) the failure of Crimson or any other member of the Crimson Group or any other Person to pay, perform or otherwise promptly discharge any Crimson Liability or Crimson Contract in accordance with its respective terms, whether prior to or after the Effective Time.

5.3 General Indemnification by Leucadia . Leucadia shall, and shall cause the other members of the Leucadia Group to, indemnify, defend and hold harmless each member of the Crimson Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Crimson Indemnified Parties ”), from and against any and all liabilities of the Crimson Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):

(a) any Leucadia Liability; and

(b) the failure of any member of the Leucadia Group or any other Person to pay, perform or otherwise promptly discharge any Leucadia Liability, whether prior to or after the Effective Time.

5.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The amount which any party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification under this Article V (an “ Indemnified Party ”) will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related liability. If an Indemnified Party receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any liability and subsequently receives insurance proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such insurance proceeds net of costs incurred with respect to receipt thereof but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such liability.

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto.

(c) The amount of any Indemnity Payment pursuant to this Article V shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the Indemnity Payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the Indemnity Payment are paid (including Taxes applicable to any increases in the Indemnity Payment under this Section 5.4(c) ), the Indemnified Party receives the amount it would have received if the Indemnity Payment was not taxable.

5.5 Procedures for Indemnification of Third Party Claims .

(a) If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the Leucadia Group or the Crimson Group has asserted any claim or commenced any Action (collectively, a “ Third Party Claim ”) that may implicate an Indemnifying Party’s obligation to indemnify pursuant to Sections 5.2 or 5.3 , or any other Section of this Agreement or any Ancillary Agreement, the Indemnified Party shall provide

the Indemnifying Party written notice thereof as promptly as practicable (and no later than 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 5.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually materially prejudiced by the Indemnified Party’s failure to provide notice in accordance with this Section 5.5(a) .

(b) Subject to this Section 5.5(b) , Section 5.5(c) and Section 5.5(e) , an Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 5.5(a) (or sooner, if the nature of the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party will assume responsibility for defending the Third Party Claim and shall specify any reservations or exceptions to its defense. After receiving notice of an Indemnifying Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. If an Indemnifying Party has elected to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense.

(c) Notwithstanding Section 5.5(b) , if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one separate counsel for all Indemnified Parties, unless the existence of an actual conflict of interest requires that more than one separate counsel be retained.

(d) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within 30 days after the receipt of notice from an Indemnified Party as provided in Section 5.5(b) (or sooner, if the nature of the Third Party Claim so requires), the Indemnified Party may defend the Third Party Claim at the cost and expense of the Indemnifying Party. In such case, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this

Agreement and the Ancillary Agreements without prejudice to its continuing rights to pursue indemnification hereunder. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party.

(e) Without the prior written consent of any Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise, or seek to settle or compromise, any Third Party Claim; provided , however , in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify the Indemnified Party of its election within 30 days after the receipt of notice from the Indemnified Party as provided in Section 5.5(b) (or sooner, if the nature of the Third Party Claim so requires), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of any Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim and could have sought indemnity pursuant to this Section 5.5 , unless such judgment or settlement is solely for monetary damages, and provides for a full, unconditional and irrevocable release of that Indemnified Party from all liability in connection with the Third Party Claim.

5.6 Additional Matters .

(a) Indemnification payments in respect of any liabilities for which an Indemnified Party is entitled to indemnification under this Article V shall be paid by the Indemnifying Party to the Indemnified Party as such liabilities are incurred upon reasonable demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made and consideration of any insurance proceeds that actually reduce the amount of such liabilities. The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party, (ii) the knowledge by the Indemnified Party of liabilities for which it might be entitled to indemnification hereunder and (iii) any termination of this Agreement.

(b) Any claim on account of a liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements without prejudice to its continuing rights to pursue indemnification hereunder.

(c) If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d) In a Third Party Claim in which the Indemnifying Party is not a named party, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named party if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is not requested, the named Indemnified Party shall allow the Indemnifying Party to manage the Third Party Claim as set forth in this Section 5.6(d) , and the Indemnifying Party shall fully indemnify the named Indemnified Party against all liabilities.

(e) For all Tax purposes, Leucadia and Crimson agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Leucadia to Crimson or a distribution by Crimson to Leucadia, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

5.7 Remedies Cumulative; Limitations of Liability . The rights provided in this Article V shall be cumulative and, subject to the provisions of Article VII , shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party. Notwithstanding the foregoing, neither Crimson or its Subsidiaries, on the one hand, nor Leucadia or its Subsidiaries, on the other hand, shall be liable to the other for any special, indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages (collectively, “ Special Damages ”) of the other arising in connection with the Transactions ( provided , that any such liability with respect to a Third Party Claim shall be considered direct damages).

5.8 Survival of Indemnities . The rights and obligations of each of Leucadia and Crimson and their respective Indemnified Parties under this Article V shall survive the sale or other transfer by any party of any assets or businesses or the assignment by it of any liabilities.

ARTICLE VI

OTHER AGREEMENTS

6.1 Further Assurances .

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto will cooperate with each other and use (and will cause their respective Subsidiaries to use) commercially reasonable efforts, prior to, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, at and after the Effective Time, each party hereto shall cooperate with the other parties, and without any further consideration, but at the expense of the requesting party from and after the Effective Time, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, and to take all such other actions as such party may reasonably be requested to take by any other party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers and assignment of the Contributed Assets and the other transactions contemplated hereby and thereby.

(c) At or prior to the Effective Time, Leucadia and Crimson in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by Crimson or any other Subsidiary of Leucadia or Crimson, as the case may be, to effectuate the transactions contemplated by this Agreement.

6.2 Confidentiality .

(a) From and after the Effective Time, subject to Section 6.2(b) and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, without the prior written consent of the other party (which may be withheld in such party’s sole discretion), each party shall not, and shall cause its Subsidiaries and officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “ Representatives ”), not to, directly or indirectly, disclose, reveal, divulge or communicate any Confidential Information of the other party or Shared Information to any Person other than Representatives of such party or of its Subsidiaries who reasonably need to know such information for the purpose of operating such party’s business in its ordinary course. The Leucadia Group and the Crimson Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Confidential Information and Shared Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(a) , any information, material or document (i) exclusively relating to the business of Crimson or Leucadia (as applicable) that is furnished to, or in the possession of, the other party, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by the other party or its officers, directors and Subsidiaries, that contain or otherwise reflect such information, material or document, is herein referred to as “ Confidential Information ,” and (ii) relating to both (A) the businesses currently or formerly conducted, or proposed to be conducted, by Leucadia or

any of its Subsidiaries (other than any member of the Crimson Group) and (B) the Crimson Business that is furnished to, or in the possession of, any member of the Leucadia Group or any member of the Crimson Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by, for or on behalf of the party possessing such information, material or document, is herein referred to as “ Shared Information .” Confidential Information and Shared Information do not include, and there shall be no obligation hereunder with respect to, information that (x) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Leucadia Group or any member of the Crimson Group (as applicable) not otherwise permissible hereunder, (y) Leucadia or Crimson (as applicable) can demonstrate was or became available to the other party without reference to the Confidential Information or from a source other than the other party and its respective Subsidiaries or (z) is developed independently by the other party and without reference to any Shared Information; provided , however , that, in the case of clause (y), the source of such information was not known by such party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other party or its Subsidiaries with respect to such information.

(b) If Leucadia or its Subsidiaries, on the one hand, or Crimson or its Subsidiaries, on the other hand, are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any Shared Information (applicable to both parties) or Confidential Information, the Person receiving such request or demand shall use commercially reasonable efforts to provide the other party with written notice of such request or demand as promptly as practicable under the circumstances so that such other party shall have an opportunity to seek an appropriate protective order. The party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the party that received such request or demand may thereafter disclose or provide any Shared Information or Confidential to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. This Section 6.2(b) shall not apply to any information furnished pursuant to the provisions of Article IV of this Agreement.

(c) Each of Leucadia and Crimson acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of third Persons that was received under confidentiality or non-disclosure agreements with such third Person prior to the Effective Time. Leucadia and Crimson each agrees that it will hold, and will cause the other members of its Group and their respective Representatives to hold, in strict confidence the confidential and proprietary information of third Persons to which it or any other member of its respective Group has access, in accordance with the terms of any agreements entered into prior to the Effective Time between or among one or more members of the applicable party’s Group and such third Persons.

6.3 Insurance Matters .

(a) Except as expressly provided herein, Crimson acknowledges and agrees, on its own behalf and on behalf of each other member of the Crimson Group, that, from and after

the Effective Time, neither Crimson nor any member of the Crimson Group shall have any rights to or under any of Leucadia’s or its Subsidiaries’ insurance policies, other than any insurance policies acquired prior to the Effective Time directly by and in the name of a member of the Crimson Group or as expressly provided in this Section 6.3 ; provided , however , that Crimson shall be entitled to any loss recoveries paid to any member of the Leucadia Group subsequent to the Effective Time in respect of any insurance claims to the extent related to the Crimson Business that were open prior to the Effective Time less the amount of (i) any liabilities (other than Leucadia Liabilities) that Leucadia or its Subsidiaries (including, for the avoidance of doubt, any member of the Crimson Group) incurred and paid in connection therewith prior to the Effective Time and (ii) any liabilities incurred by any member of the Leucadia Group in connection with obtaining such insurance recoveries.

(b) Notwithstanding Section 6.3(a) , from and after the Effective Time, with respect to losses, damages, wrongful acts or liability incurred prior to the Effective Time, Crimson may access Leucadia’s insurance policies as follows:

(i) to file claims against Leucadia’s occurrence policies in effect at or prior to the Effective Time for losses based on covered injuries occurring at or before the Effective Time; and

(ii) to file claims against Leucadia’s claims made policies in force at the time the claim is made if the act giving rise to the claim occurred prior to the Effective Time;

provided , however , that, in the case of each of clause (i) and (ii), such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of the applicable insurance policies, including any limits on coverage or scope, any deductible and other fees and expenses, and shall be subject to:

(A) For so long as Crimson may access Leucadia’s policies, Crimson shall report as promptly as practicable claims under all accessed Leucadia insurance policies directly to the applicable insurance company in accordance with Leucadia’s claim reporting procedures in effect immediately prior to the Effective Time and provide copies of such reported claims to Leucadia’s Treasurer and Corporate Secretary;

(B) Crimson shall indemnify, hold harmless and reimburse Leucadia and its Subsidiaries for any deductibles and self-insured retention incurred by Leucadia or its Subsidiaries to the extent resulting from any access to, or any claims made by Crimson or any of its Subsidiaries under, any insurance policies provided pursuant to Section 6.3(b)(i) and Section 6.3(b)(ii) including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by Crimson, its employees or third Persons;

(C) Crimson shall exclusively bear (and Leucadia shall have no obligation to repay or reimburse Crimson or its Subsidiaries for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Crimson or any of its Subsidiaries under the policies as provided for in this Section 6.3(b) ; and

(D) Crimson shall be responsible for, and shall directly pay the applicable third Person, all costs and expenses incurred in connection with the filing and prosecution of any claim and the collection of any insurance proceeds related thereto.

(c) Any payments, costs and adjustments required pursuant to Section 6.3(b) and which are incurred and/or paid by Leucadia shall be billed by Leucadia to Crimson on a monthly basis and payable within 30 days from receipt of invoice. If payment is not made within 60 days of invoice, the outstanding amount will accrue interest from and including the 60th day following the date of the invoice to (but excluding) the date of payment at a rate per annum equal to 10%. If Leucadia incurs costs to enforce Crimson’s obligations herein, Crimson agrees to indemnify Leucadia for such enforcement costs, including attorneys’ fees.

(d) Except as set forth in the proviso to Section 6.3(a) , Crimson acknowledges and agrees on its own behalf, and on behalf of each other member of the Crimson Group, that neither Crimson nor any member of the Crimson Group shall have any right or claim against Leucadia or any of its Subsidiaries for reimbursement, payment or any other obligation arising from any insurance policy covering Crimson or any member of the Crimson Group, and hereby irrevocably releases, as of the Effective Time, Leucadia and its Subsidiaries from all of the duties, obligations, responsibilities and liabilities, known or unknown, reported or not reported, imposed upon Leucadia or any of its Subsidiaries to the extent resulting from, relating to or arising out of any such insurance policy, without recourse to Leucadia or any of its Subsidiaries.

(e) Leucadia shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Crimson Liabilities and/or claims Crimson has made or could make in the future, and no member of the Crimson Group shall, without the prior written consent of Leucadia, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with Leucadia’s insurers with respect to any of Leucadia’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Crimson shall cooperate with Leucadia and share such information as is reasonably necessary in order to permit Leucadia to manage and conduct its insurance matters as it deems appropriate.

(f) At the Effective Time, Crimson shall have in effect all insurance programs required to comply with law or Crimson’s contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to Crimson’s.

(g) Leucadia and its Subsidiaries shall have no obligation to secure extended reporting for any claims under any of Leucadia’s or its Subsidiaries’ claims-made or occurrence-reported liability policies for any acts or omissions by any member of the Crimson Group incurred prior to the Effective Time.

(h) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or

remedy of any member of the Leucadia Group in respect of any of the Leucadia insurance policies and programs or any other Contract or policy of insurance.

6.4 Allocation of Costs and Expenses .

(a) Leucadia shall pay for all out-of-pocket fees, costs and expenses (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by Leucadia or any of its Subsidiaries prior to and at the Effective Time in connection with (i) the preparation and negotiation of this Agreement, each Ancillary Agreement (unless otherwise expressly provided therein) and all other documentation related to the Transactions and all related transactions, (ii) the preparation and execution or filing of any and all other documents, agreements, forms, applications, Contracts or consents associated with the Transactions and all related transactions, (iii) the preparation and filing of Crimson’s and its Subsidiaries’ organizational documents, (iv) the preparation, printing, filing and/or mailing, as applicable, of the Form 10 and the Information Statement and/or any other required securities filings, including all fees and expenses of complying with applicable federal and state securities Laws, together with fees and expenses of counsel retained to effect such compliance, and (v) the fees and expenses of Moss Adams LLP incurred in connection with the Form 10 and the Information Statement and/or any other required securities filings.

(b) Crimson shall pay for all out-of-pocket fees, costs and expenses (including legal costs, fees and expenses, including fees and expenses of experts and consultants) incurred by Crimson or any of its Subsidiaries prior to and at the Effective Time in connection with (i) each of the financing transactions described in the Form 10, including any financing transactions to be entered into by Crimson or any of its Subsidiaries, (ii) the initial quotation of the Crimson Common Stock on the Over-the-Counter Bulletin Board or OTC Markets Group, Inc. (as applicable), and (iii) the fees and expenses of any other advisors incurred in connection with the Transactions other than those advisor fees that shall be paid for by Leucadia in accordance with Section 6.4(a).

6.5 Tax Matters . Leucadia and Crimson shall enter into the Tax Matters Agreement at or prior to the Effective Time. To the extent any type of representations, warranties, covenants or agreements between the parties with respect to Taxes or other matters are covered by the Tax Matters Agreement, such Taxes and other matters shall be governed exclusively by the Tax Matters Agreement and not by this Agreement.

ARTICLE VII

DISPUTE RESOLUTION

7.1 General Provisions .

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, the Administrative Services Agreement or the Tax Matters Agreement (“a “ Dispute ”) shall be subject to the procedures in this Article VII . Each of the parties hereto consents to the procedures set forth in this Article VII in connection with any dispute arising out of or relating to this Agreement or the Tax Matters Agreement.

(b) Commencing with a request contemplated by Section 7.2 set forth below, all communications between the parties or their representatives in connection with the attempted resolution of any Dispute shall be deemed to have been delivered in furtherance of a Dispute settlement and shall be exempt from discovery and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the resolution of any Dispute.

(c) THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO (I) SPECIAL DAMAGES, AS DEFINED HEREIN ( PROVIDED , THAT LIABILITY FOR ANY SUCH SPECIAL DAMAGES, AS DEFINED HEREIN, WITH RESPECT TO ANY THIRD PARTY CLAIM SHALL BE CONSIDERED DIRECT DAMAGES) AND (II) TRIAL BY JURY.

(d) All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article VII are pending. The parties will take any necessary or appropriate action required to effectuate such tolling.

7.2 Consideration by Senior Executives . If a Dispute is not resolved in the normal course of business at the operational level, the parties shall attempt in good faith to resolve the Dispute by negotiation between the Groups’ executives who hold, respectively, the office of Vice President (or a more senior office). Either party may initiate the executive negotiation process by providing a written notice to the other (the “ Initial Notice ”). Within 15 days, the receiving party shall submit to the other a written response (the “ Response ”). The Initial Notice and the Response shall include (i) a statement of the Dispute and of each party’s position and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. The parties agree that such executives shall have full and complete authority to resolve any Disputes submitted pursuant to this Section 7.2 . Such executives will meet in person or by teleconference or video conference within 30 days of the date of the Initial Notice to seek a resolution of the Dispute. In the event that the executives are unable to agree to a location or format for such meeting, the meeting shall be convened by teleconference.

7.3 Mediation .

(a) If a Dispute is not resolved by negotiation as provided in Section 7.2 within 45 days from the delivery of the Initial Notice, then either party shall submit such Dispute to non-binding mediation using a mediator to be mutually agreed upon by the parties to be

selected from Jams, Inc., 620 Eighth Avenue, New York, New York, or such other mutually agreeable alternate dispute resolution provider.

(b) The parties agree that any Dispute submitted to mediation shall be governed by, and construed and interpreted in accordance with, Section 8.1 .

(c) Each party shall bear (i) its own fees, costs and expenses and (ii) an equal share of other expenses of the mediation, including the fees, costs and expenses of the mediator.

7.4 Specific Performance . In the event of any actual or threatened material default in, or material breach of, any of the terms, conditions and provisions of this Agreement or the Tax Matters Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) of its rights under such agreement. In such circumstances, the parties shall first seek consideration by senior executives under Section 7.2 hereof, adjusting the time frame as needed to address the urgency of the circumstances, and in the event such senior executive consideration is unsuccessful in resolving the dispute, the parties will not need to comply with the mediation provisions set out in Section 7.3 hereof. Such rights shall be in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties to this Agreement.

7.5 Jurisdiction; Enforcement . Each of the parties hereto irrevocably agrees that any action with respect to this Agreement or any of the Ancillary Agreements and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement or any of the Ancillary Agreements and the rights and obligations arising hereunder or thereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the state or federal courts located in the City of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably submits with regard to any such action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Ancillary Agreements in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement or any of the Ancillary Agreements, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the action in such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Agreement or any of the Ancillary Agreements or the subject matter hereof or thereof, may not be enforced in or by such courts.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law . This Agreement and, unless expressly provided therein, each Ancillary Agreement, and any dispute arising out of or relating to this Agreement or, unless expressly provided therein, each Ancillary Agreement, shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of laws principles of the State of New York.

8.2 Survival of Covenants . Except as expressly set forth in any Ancillary Agreement, the covenants and other agreements contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein or therein, shall survive each of the Contribution and the Distribution and shall remain in full force and effect.

8.3 Force Majeure . No party hereto (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (i) notify the other parties of the nature and extent of any such Force Majeure condition and (ii) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

8.4 Notices . All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.4 ):


(i)	if to Leucadia:

	Leucadia National Corporation
	315 Park Avenue South
	New York, NY 10010
	Attention:	Chief Financial Officer
	Facsimile:	212-598-4869


	(ii)	if to Crimson:

		Crimson Wine Group, Ltd.
		5901 Silverado Trail
		Napa, CA 94558


		Attention:	President and Chief Executive Officer
		Facsimile:	707-257-4780

a copy of all notices should also be sent to:


		Weil, Gotshal & Manges LLP
		767 Fifth Avenue
		New York, NY 10153
		Attention:	Andrea A. Bernstein
		Facsimile:	(212) 310-8007

8.5 Termination . Notwithstanding any provision to the contrary, this Agreement may be terminated and the Distribution abandoned at any time prior to the Effective Time by and in the sole discretion of Leucadia without the prior approval of any Person, including Crimson. In the event of such termination, this Agreement shall become void and no party, or any of its officers and directors, shall have any liability to any Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the parties to this Agreement.

8.6 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

8.7 Entire Agreement . Except as otherwise expressly provided in this Agreement, this Agreement and the Ancillary Agreements (including the Schedule and Exhibits hereto and thereto, if any) constitute the entire agreement of the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the parties hereto with respect to the subject matter of this Agreement.

8.8 Assignment; No Third-Party Beneficiaries . This Agreement shall not be assigned by either party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign (i) any or all of its rights and obligations under this Agreement to any of its Subsidiaries and (ii) any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any assets or entities or lines of business; provided , however , that, in each case, no such assignment shall release the assigning party from any liability or obligation under this Agreement. Except as provided in Article V with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.9 Public Announcements . From and after the Effective Time, Leucadia and Crimson shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to any matters covered by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any agreement with any securities quotation system.

8.10 Amendment . No provision of this Agreement may be amended or modified except by a written instrument signed by all the parties to this Agreement. No waiver by any party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

8.11 Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (i) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Ancillary Agreement, the terms and conditions of the Ancillary Agreement shall govern and control this Agreement, unless otherwise specified herein; (ii) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (iii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules of this Agreement unless otherwise specified; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedule and Exhibits hereto; (v) references to “$” shall mean U.S. dollars; (vi) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (vii) the word “or” shall not be exclusive; (viii) references to “written” or “in writing” include in electronic form; (ix) unless the context requires otherwise, references to “party” shall mean Leucadia or Crimson, as appropriate, and references to “parties” shall mean Leucadia and Crimson; (x) provisions shall apply, when appropriate, to successive events and transactions; (xi) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (xii) Leucadia and Crimson have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (xiii) a reference to any Person includes such Person’s successors and permitted assigns.

8.12 Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties to each such agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

[ The remainder of this page is intentionally left blank .]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.


	LEUCADIA NATIONAL CORPORATION

	By:	/s/ Joseph A. Orlando
		Name: Joseph A. Orlando
		Title: Vice President & Chief Financial Officer

	CRIMSON WINE GROUP, LTD.

	By:	/s/ Patrick DeLong
		Name: Patrick DeLong
		Title Chief Financial & Operating Officer

Signature Page to Separation Agreement

SCHEDULE 1.1

Crimson Group

Name	State of Incorporation
Crimson Wine Group, Ltd. Chamisal Vineyards, LLC	Delaware Delaware
Double Canyon, LLC	Delaware
Pine Ridge Winery, LLC	Delaware

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CRIMSON WINE GROUP, LTD.

The present name of the corporation is Crimson Wine Group, Ltd. (the “ Corporation ”). The Corporation was incorporated under the name “Leucadia Cellars, Ltd.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 28, 1991. The name of the Corporation was changed to “Crimson Wine Group, Ltd.” by the filing of its amended Certificate of Incorporation with the Secretary of State of the State of Delaware on November 16, 2007. This Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the Corporation’s Certificate of Incorporation as previously in effect, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its sole stockholder in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation (which is hereinafter referred to as the “ Corporation ”) shall be Crimson Wine Group, Ltd.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, State of Delaware, 19808. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “ Board of Directors ”) may designate or as the business of the Corporation may from time to time require.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended (the “ DGCL ”).

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized Capital Stock . The total number of shares of all classes of stock which the Corporation shall have authority to issue is 165,000,000 (one hundred sixty five million) shares, consisting of (a) 150,000,000 (one hundred fifty million) shares of common stock, par value $0.01 per share (the “ Common Stock ”), and (b) 15,000,000 (fifteen million) shares of one or more series of preferred stock, par value $0.01 per share (the “ Preferred Stock ”). Except as otherwise provided by law or as set forth herein, the shares of stock of the Corporation may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

Section 2. Common Stock . The holders of outstanding shares of Common Stock shall have the right to vote on all questions to the exclusion of all other stockholders, each holder of record of Common Stock being entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation, except as may be provided in this Amended and Restated Certificate of Incorporation, as it may be amended from time to time (the “ Certificate of Incorporation ”), in a Preferred Stock Designation (as hereinafter defined), or as required by law.

Section 3. Preferred Stock . The Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determined from time to time by the Board of Directors. The Board of Directors is hereby empowered to authorize the issuance of shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware (a “ Preferred Stock Designation ”), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:


	(a) The designation of the series, which may be by distinguishing number, letter or title.


	(b) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).

	(c) Whether dividends, if any, shall be paid, and, if paid, the date or dates upon which, or other times at which, such dividends shall be payable, whether such dividends shall be cumulative or noncumulative, the rate of such dividends (which may be variable) and the relative preference in payment of dividends of such series.

	(d) The redemption provisions and price or prices, if any, for shares of the series.

	(e) The terms and amounts of any sinking fund or similar fund provided for the purchase or redemption of shares of the series.

	(f) The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

	(g) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices, or rate or rates, any adjustments thereto, the date or dates on which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made.

	(h) Restrictions on the issuance of shares of the same series or of any other class or series.

	(i) The voting rights, if any, of the holders of shares of the series.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Number of Directors . Subject to the rights, if any, of the holders of any series of Preferred Stock, if any outstanding, as set forth in a Preferred Stock Designation to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed by the Bylaws of the Corporation (the “ Bylaws ”) and may be increased or decreased from time to time in such a manner as may be prescribed by the Bylaws and the DGCL.

Section 2. Vacancies and Newly Created Directorships . Any vacancy in the Board of Directors, including a vacancy resulting from an enlargement of the Board of Directors, shall be filled only by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 3. No Written Ballot for Director Elections . The election of directors of the Corporation need not be conducted by written ballot.

ARTICLE VI

STOCKHOLDER ACTION

Section 1. Action By Stockholders . Subject to the rights, if any, of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected either (a) at a duly called annual or special meeting of the stockholders of the Corporation or (b) without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of all of the issued and outstanding capital stock of the Corporation authorized by law or by this Certificate of Incorporation to vote on such action, and such writing or writings are filed with the permanent records of the Corporation.

Section 2. Special Meetings . Subject to the rights, if any, of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders for the transaction of such business as may properly come before the meeting may only be called by order of the Board of Directors pursuant to the Bylaws of the Corporation, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. If such order fails to fix such place, the meeting shall be held at the principal executive offices of the Corporation.

ARTICLE VII

BYLAWS

In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal the Bylaws under applicable law as it presently exists or may hereafter be amended.

ARTICLE VIII

LIMITATIONS ON LIABILITY

No director of the Corporation shall be personally liable either to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of any provision of this Certificate of Incorporation inconsistent with the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE IX

TRANSFER RESTRICTIONS

Section 1. Certain Definitions . As used in this Article IX, the following terms have the following respective meanings:

(a) “ Acquisition Issuance ” means any delivery, issuance, or grant of Corporation Securities by the Corporation in connection with the acquisition, directly or indirectly, of (i) a majority, by vote or value, of the capital stock, partnership interests, membership interests, or other equity interests of another Person or (ii) all or substantially all of the assets of another Person.

(b) “ Corporation Securities ” means (i) shares of common stock of the Corporation, (ii) shares of preferred stock of the Corporation, (iii) warrants, rights, or options (within the meaning of Treasury Regulation Section 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interests that would be treated as “stock” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(f)(18).

(c) “ Percentage Stock Ownership ” means percentage stock ownership as determined in accordance with Treasury Regulation Section 1.382-2T(g), (h), (j), and (k).

(d) “ Five-Percent Shareholder ” means a Person or group of Persons that (i) is identified as a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(g)(1) or (ii) would be treated, under Treasury Regulation Section 1.382-2T(g), (h), (j), and (k), as owning 5% of the common stock of the Corporation.

(e) “ Person ” means an individual, corporation, estate, trust, association, company, partnership, joint venture or similar organization.

(f) “ Prohibited Distributions ” means any dividends or other distributions that were received from the Corporation by a Purported Transferee or Purported Holder with respect to Excess Securities.

(g) “ Prohibited Transfer ” means any purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and void under this Article IX.

(h) “ Restriction Release Date ” means the earlier of December 31, 2022, the repeal of Section 382 of the Internal Revenue Code of 1986, as amended (the “ Code ”) (and any comparable successor provision) (“ Section 382 ”), or the beginning of a taxable year of the Corporation (or any successor thereof) to which no Tax Benefits may be carried forward.

(i) “ Tax Benefits ” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382, of the Corporation or any direct or indirect subsidiary thereof.

(j) “ Transfer ” means any direct or indirect sale, transfer, assignment, conveyance, pledge, or other disposition. A Transfer also shall include the creation or grant of an option (within the meaning of Treasury Regulation Section 1.382-2T(h)(4)(v)). A Transfer shall not include an issuance or grant of Corporation Securities by the Corporation.

(k) “ Treasury Regulation Section 1.382-2T ” means the temporary income tax regulations promulgated under Section 382, and any successor regulations. References to any subsection of such regulations include references to any successor subsection thereof.

Section 2. Restrictions .

(a) Any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, shall be prohibited and void ab initio to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (i) any Person or group of Persons shall become a Five-Percent Shareholder, or (ii) the Percentage Stock Ownership interest in the Corporation of any Five-Percent Shareholder shall be increased; provided, however, that nothing herein contained shall preclude the settlement of any transaction entered into through the over-the-counter market or any stock exchange on which the applicable Corporation Securities are listed.

(b) If, as a result of an Acquisition Issuance prior to the Restriction Release Date, any Person or group of Persons would become a Five-Percent Shareholder, then, notwithstanding anything in the agreement governing the terms of the relevant acquisition to the contrary, the Corporation shall not deliver to the Person that would otherwise be entitled to receive the Corporation Securities in such Acquisition Issuance (the “ Purported Holder ”) the minimum number of Corporation Securities otherwise deliverable in the Acquisition Issuance such that such Person or group of Persons shall not become a Five-Percent Shareholder (“ Excess Issued Securities ”). Any and all such Excess Issued Securities shall instead be delivered to the Agent for sale in accordance with Section 4(b) of this Article IX. Any attempted or purported delivery of Excess Issued Securities in violation of this clause (b) shall be void ab initio .

Section 3. Certain Exceptions . The restrictions set forth in Section 2 of this Article IX shall not apply to (a) an attempted Transfer if the transferor or the transferee obtains, or (b) a delivery of Excess Issued Securities if the Purported Holder or the Corporation obtains, the approval of the Board of Directors of the Corporation. Any such approval must expressly waive the applicability of the restrictions set forth in this Section 3 of Article IX. As a condition to granting its approval, the Board of Directors may, in its discretion, require an opinion of counsel selected by the Board of Directors that the Transfer or delivery of Excess Issued Securities shall not result in the application of any Section 382 limitation on the use of the Tax Benefits.

Section 4. Treatment of Excess Transferred Securities and Excess Issued Securities .

(a) No employee or agent of the Corporation shall record any delivery of Excess Issued Securities to a Purported Holder or any Prohibited Transfer, and the Purported Holder and the purported transferee of such a Prohibited Transfer (the “ Purported Transferee ”) shall not be recognized as a shareholder of the Corporation for any purpose whatsoever in respect of the

Excess Issued Securities or the Corporation Securities which are the subject of the Prohibited Transfer (the “ Excess Transferred Securities ”, and together with the Excess Issued Securities, the “ Excess Securities ”). The Purported Transferee and the Purported Holder shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Corporation, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities.

(b) If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer or that Excess Issued Securities have been delivered to a Purported Holder, then, upon written demand by the Corporation, the Purported Transferee or Purported Holder shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s or Purported Holder’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “ Agent ”). The Agent shall promptly sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it pursuant to the preceding sentence or Section 2(b) of this Article IX, in one or more arm’s-length transactions (through the over-the-counter market or any stock exchange on which the applicable Corporation Securities are listed, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported Transferee or Purported Holder has sold the Excess Securities before receiving the Corporation’s demand to surrender the Excess Securities to the Agent, the Purported Transferee or Purported Holder shall be deemed to have sold the Excess Securities on behalf of the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and the proceeds of such sale, except to the extent that the Agent grants written permission to the Purported Transferee or Purported Holder to retain a portion of such Prohibited Distributions or sales proceeds not exceeding the amount that the Purported Transferee or Purported Holder would have received from the Agent pursuant to Section 4(c) of this Article IX if the Agent rather than the Purported Transferee or Purported Holder had sold the Excess Securities.

(c) The Agent shall apply any proceeds of a sale by it of Excess Securities, and any amounts received by the Agent from a Purported Transferee or Purported Holder pursuant to Section 4(b) of this Article IX, as follows: (i) first, in the case of Excess Transferred Securities, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (ii) second, any remaining amounts shall be paid to the Purported Transferee or Purported Holder, up to either (1) the amount paid by the Purported Transferee for the Excess Securities, or (2) the fair market value, calculated on the basis of the closing market price for Corporation Securities on the day before the Acquisition Issuance or attempted Transfer, of the Excess Securities at the time of the Acquisition Issuance or attempted Transfer to the Purported Transferee by gift, inheritance, or similar Transfer, which amount or fair market value shall be determined in the discretion of the Board of Directors; and (iii) third, any remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code selected by the Board of Directors. The recourse of any Purported Transferee or Purported Holder in respect of any Prohibited Transfer or delivery of

Excess Issued Securities shall be limited to the amount payable to the Purported Transferee or Purported Holder pursuant to clause (ii) of the preceding sentence. In no event shall the proceeds of any sale of Excess Securities pursuant to this Article IX inure to the benefit of the Corporation.

(d) If the Purported Transferee or Purported Holder fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty business days from the date on which the Corporation makes a demand pursuant to Section (4)(b) of this Article IX, then the Corporation shall institute legal proceedings to compel the surrender.

(e) The Corporation shall make the demand described in Section 4(b) of this Article IX within thirty days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Transferred Securities or that a Purported Holder received Excess Issued Securities; provided, however, that if the Corporation makes such demand at a later date, the provisions of this Article IX shall apply nonetheless.

Section 5. Bylaws, Legends, etc .

(a) The Bylaws of the Corporation shall make appropriate provisions to effectuate the requirements of this Article IX.

(b) All certificates representing Corporation Securities issued after the effectiveness of this Article IX shall bear a conspicuous legend as follows:


	“THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO ARTICLE IX OF THE CERTIFICATE OF INCORPORATION OF CRIMSON WINE GROUP, LTD. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.”

(c) The Board of Directors of the Corporation shall have the power to determine all matters necessary to determine compliance with this Article IX, including without limitation (i) whether a new Five-Percent Shareholder would be required to be identified in certain circumstances, (ii) whether a Transfer is a Prohibited Transfer, (iii) the Percentage Stock Ownership in the Corporation of any Five-Percent Shareholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount or fair market value due to a Purported Transferee or Purported Holder pursuant to clause (ii) of Section 4(c) of this Article IX, (vi) whether an issuance of Corporation Securities is an Acquisition Issuance, (vii) the number of Excess Issued Securities with respect to any Purported Holder, and (viii) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article IX.

ARTICLE X

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time and from time to time to amend, modify or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock

Designation, and any other provisions authorized by the laws of the State of Delaware in force at such time may be added or inserted in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article X.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its Chief Financial & Operating Officer this 1st day of February, 2013.


	CRIMSON WINE GROUP, LTD.
	/s/ Patrick DeLong
	Name: Patrick DeLong
	Title: Chief Financial & Operating Officer

SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CRIMSON WINE GROUP, LTD.

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

CRIMSON WINE GROUP, LTD.

(Adopted February 1, 2013)

ARTICLE I

STOCKHOLDERS

SECTION 1. Stockholder Meetings .

(a) Annual Meetings . The annual meeting of stockholders of Crimson Wine Group, Ltd. (the “ Corporation ”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date, time and place, if any, within or without the State of Delaware, as the Board of Directors of the Corporation (the “ Board of Directors ”) shall determine.

(b) Special Meetings . Special meetings of stockholders for the transaction of such business as may properly come before the meeting may only be called by order of the Board of Directors (pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies), and shall be held at such date and time, within or without the State of Delaware, as may be specified by order of the Board of Directors. If the Board of Directors fails to fix such place, the meeting shall be held at the principal executive offices of the Corporation.

SECTION 2. Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the place at which the list of stockholders may be examined, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and any other information required by law to be included in the notice. Unless otherwise provided by law, the Corporation’s Certificate of Incorporation, as it may be amended from time to time (the “ Certificate of Incorporation ”), or these amended and restated bylaws (the “ Bylaws ”), the notice of any meeting shall be mailed or otherwise delivered (including pursuant to electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (the “ DGCL ”)) not less than ten (10) nor more than sixty (60) days prior to the date of the meeting to each stockholder of record entitled to vote at such meeting and shall otherwise comply with applicable law. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the

stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the DGCL. Such further notice shall be given as may be required by law. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders called by the Board of Directors may be cancelled, by resolution of the Board of Directors upon public announcement made prior to the date previously scheduled for such meeting of stockholders.

SECTION 3. Quorum and Adjournment . Except as otherwise provided by law or the Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, present in person or by proxy, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The presiding person at any meeting of stockholders may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 4. Organization . Meetings of stockholders shall be presided over by the Chairman of the Board of Directors (the “ Chairman ”), or if none or in the Chairman’s absence, the Chief Executive Officer, or in the Chief Executive Officer’s absence, a Vice President, or, if none of the foregoing is present, by a presiding person to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting of stockholders, but if neither the Secretary nor an Assistant Secretary is present, the presiding person at the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 5. Voting; Proxies; Required Vote .

(a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney in fact and otherwise complying with requirements of the DGCL (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

(b) When specified business is to be voted on by a class or series of stock voting as a class, the affirmative vote of the majority of shares of such class or classes present in

person or represented by proxy at the meeting shall be the act of such class, unless otherwise provided in the Certificate of Incorporation.

SECTION 6. Inspectors . The Board of Directors, in advance of any meeting, may, but need not unless required by law, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. Each inspector, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

SECTION 7. Notice of Stockholder Nominations and Other Business .

(a) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors, or (C) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Section 7 as to such business or nomination. Clause (C) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters or nominations properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended from time to time (the “ Exchange Act ”), and included in the Corporation’s proxy statement) at an annual meeting of stockholders.

(2) Without qualification or limitation of any other requirement, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of this Section 7, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred fiftieth (150th) day nor later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting ( provided , however , that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred thirty (130) days prior

to the date of such annual meeting, not later than the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(3) To be in proper form, a stockholder’s notice delivered pursuant to this Section 7 must set forth: (A) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and, if applicable, the beneficial owner of the shares held of record by such stockholder (the “ Beneficial Owner ”), if any, and their respective affiliates, or others acting in concert therewith, on the one hand, and each proposed nominee, and such persons’ respective affiliates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any Beneficial Owner, if any, or any affiliate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (B) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the Beneficial Owner, if any, on whose behalf the proposal is made, and a description of all agreements, arrangements and understandings between such stockholder and Beneficial Owner, if any, (including their names) in connection with the proposal of such business by such stockholder; and (C) as to the stockholder giving the notice and the Beneficial Owner, if any, (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such Beneficial Owner, if any, (ii) (a) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such Beneficial Owner, (b) any derivative instrument such as an option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “ Derivative Instrument ”) directly or indirectly owned or held beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has or shares a right to vote

any shares of any security of the Corporation, (d) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder, or any other agreement, arrangement or understanding (including any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder with respect to any share of stock of the Corporation, (f) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and Beneficial Owner, if any, that are separated or separable from the underlying shares of the Corporation, (g) any proportionate interest in shares of the Corporation held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (h) any performance-related fees (other than an asset-based fee) that such stockholder and Beneficial Owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (i) any direct or indirect interest of such stockholder and Beneficial Owner, if any, in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (j) any pending or threatened litigation in which such stockholder and Beneficial Owner, if any, is or are a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, and (k) any material transaction occurring during the prior twelve months between such stockholder and Beneficial Owner, if any, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and such Beneficial Owner, if any, any of their respective affiliates, and any others acting in concert with any of the foregoing with respect to such nomination or proposal, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the stockholder or the Beneficial Owner, if any, intends to be or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination, and (vi) any other information relating to such stockholder and Beneficial Owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of

such nominee. Notwithstanding the foregoing, the information required by clauses (a)(3)(C)(ii) and (a)(3)(C)(iii) of this Section 7 shall be updated by such stockholder and Beneficial Owner, if any, not later than ten (10) days after the record date for the meeting to disclose such information as of the record date.

(4) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 7 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred thirty (130) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or a committee thereof, or (2) provided , that the Board of Directors has determined that a purpose of the meeting is to elect directors, by any stockholder of the Corporation who (i) is a stockholder of record of the Corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the Corporation and at the time of the special meeting, (ii) is entitled to vote at the meeting and upon such election, and (iii) complies with the notice procedures set forth in this Section 7 as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(3) of this Section 7 with respect to any nomination shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred fiftieth (150th) day prior to such special meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than one hundred thirty (130) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) Conduct of Meetings . The Board of Directors may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.

(d) General .

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 7 and the Certificate of Incorporation shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the person presiding at the meeting of stockholders shall have the power and duty (A) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7 (including whether the stockholder or Beneficial Owner, if any, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(3)(C)(v) of this Section 7) and (B) if the presiding person determines that any proposed nomination or other business was not made or proposed in compliance with this Section 7, to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding the foregoing provisions of this Section 7, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other business, such nomination shall be disregarded and such proposed other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Section 7, “ public announcement ” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding anything to the contrary in the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 7; provided , however , that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 7 (including clause (a)(1)(C) and paragraph (b) hereof), and compliance with clause (a)(1)(C) and paragraph (b) of this Section 7 shall be the exclusive means for a stockholder to make nominations or submit other business, as applicable (other than matters or nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 7 shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement with

respect to an annual meeting of the Corporation pursuant to Rule 14a-8 of the Exchange Act or (B) of the holders of any class or series of stock having a preference over the common stock of the Corporation as to dividends or upon liquidation (“ Preferred Stock ”) to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

SECTION 8. Required Vote for Election of Directors . At any meeting of stockholders for the election of one or more directors at which a quorum is present, the election shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. General Powers . The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL or other applicable law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

SECTION 2. Qualification; Number; Term; Remuneration .

(a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The total number of directors that the Corporation would have if there were no vacancies (the “ Whole Board ”) shall be fixed from time to time exclusively by action of the Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman.

(b) Directors who are elected at an annual meeting of stockholders and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified, subject, however, to prior death, resignation, retirement or removal from office.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and directors who are not employees of the Corporation may be paid such compensation as shall be approved by the Board of Directors.

SECTION 3. Quorum and Manner of Voting . Except as otherwise provided by law or in these Bylaws, one-third of the Whole Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 4. Places of Meetings . Meetings of the Board of Directors may be held at any place within or without the State of Delaware as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Regular Meetings . Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 6. Special Meetings . Special meetings of the Board of Directors shall be held whenever called by the Chairman, Chief Executive Officer or by a majority of the directors then in office.

SECTION 7. Notice of Meetings . A notice of the place, date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mail, personal delivery, electronic transmission or telephone at least twenty-four (24) hours before the day of the meeting; provided , however , if notice is sent by United States Mail, it shall be deposited in the United States Mail at least five (5) days before the date of the meeting. Notice shall be deemed to be given at the time of mailing, but the said twenty-four (24) hours’ notice need not be given to any director who consents in writing, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

SECTION 8. Chairman of the Board of Directors . Except as otherwise provided by law, the Certificate of Incorporation, or in Section 9 of this Article II, the Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 9. Organization . At all meetings of the Board of Directors, the Chairman, or if none or in the Chairman’s absence or inability to act, the Chief Executive Officer, if a member of the Board of Directors, or in the Chief Executive Officer’s absence or inability to act, any Vice President who is a member of the Board of Directors, or if none or in such Vice President’s absence or inability to act, a chairman chosen by the directors shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation . Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive Officer or Secretary, unless otherwise specified in the resignation.

SECTION 11. Vacancies . Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, if any outstanding, newly created directorships resulting from any increase in the authorized number of directors will be filled by a majority of the Board of Directors then in office. No change in the number of authorized directors constituting the Whole Board shall shorten or increase the term of any incumbent director.

SECTION 12. Conference Telephone Meetings . Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of

which all persons participating in the meeting can hear and speak to each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 13. Action by Unanimous Written Consent . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing (which may be provided by electronic transmission), and such writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. Appointment . From time to time the Board of Directors may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided , however , that no such committee shall have or may exercise any authority of the Board of Directors.

SECTION 2. Procedures, Quorum and Manner of Acting . Each committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Unanimous Written Consent . Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing (which may be provided by electronic transmission), and such writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination . In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. Election and Qualifications . The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer and a Secretary, and may include, by election or appointment, one or more Vice Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the Chief Executive Officer. Any two or more offices may be held by the same person unless specifically prohibited therefrom by law.

SECTION 2. Term of Office and Remuneration . The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by a vote of the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal . Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive Officer or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by a vote of the Board of Directors.

SECTION 4. Chief Executive Officer . The Chief Executive Officer shall have such duties as customarily pertain to that office. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers and may appoint and remove assistant officers and other agents and employees other than officers referred to in Section 1 of this Article IV.

SECTION 5. Vice President . A Vice President shall have such authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.

SECTION 6. Treasurer . The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the Chief Executive Officer.

SECTION 7. Secretary . The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the Chief Executive Officer.

SECTION 8. Assistant Officers . Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

SECTION 9. Other Officers . The Board of Directors may elect other officers from time to time, and vest such officers with such powers and duties, as the Board of Directors may deem proper.

ARTICLE V

BOOKS AND RECORDS

SECTION 1. Location . The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary and by such officer or agent as shall be designated by the Board of Directors or the Secretary.

SECTION 2. Addresses of Stockholders . Notices of meetings and all other corporate notices may be delivered (a) personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation, or (b) any other method permitted by applicable law and rules and regulations of the SEC as they presently exist or may hereafter be amended.

ARTICLE VI

STOCK

SECTION 1. Stock; Signatures . Shares of the Corporation’s stock may be evidenced by certificates for shares of stock or may be issued in uncertificated form in accordance with applicable law as it presently exists or may hereafter be amended. The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution or the issuance of shares in uncertificated form shall not affect shares already represented by a certificate until such certificate is surrendered to the Corporation. Subject to Article IX of the Certificate of Incorporation, every holder of shares of stock in the Corporation that is represented by certificates shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation and registered in certificated form. Stock certificates shall be signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the Chief Executive Officer or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificated form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented by certificated or uncertificated shares, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock . Subject to Article IX of the Certificate of Incorporation, transfers of shares of stock of the Corporation shall be made on the books of the Corporation after receipt of a request with proper evidence of succession, assignation, or authority to transfer by the record holder of such stock, or by an attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate. Subject to the foregoing, the Board of Directors may make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers.

SECTION 3. Fractional Shares . The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined.

SECTION 4. Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or the legal representative thereof, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificated or uncertificated shares.

SECTION 5. Special Designation on Certificates . If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of any certificate that the Corporation shall issue to represent such class or series of stock; provided , however , that, except as otherwise provided in the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 5 of Article VI or otherwise required by law or with respect to this Section 5 of Article VI a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 6. Transfer Restrictions . So long as the restrictions set forth in Article IX of the Certificate of Incorporation shall not have lapsed, all share certificates representing shares of capital stock of the Corporation shall bear a conspicuous legend as follows:

“THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO ARTICLE IX OF THE CERTIFICATE OF INCORPORATION OF CRIMSON WINE GROUP, LTD. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.”

With respect to uncertificated shares, the full text of such legend and Article IX of the Certificate of Incorporation may be recorded upon the books of the Corporation, sent to the registered holder thereof, or communicated to the registered holder by any other means in accordance with applicable law.

ARTICLE VII

DIVIDENDS

Except as otherwise provided by law or the Certificate of Incorporation (including the terms of any Preferred Stock provided for therein), the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

ARTICLE VIII

RATIFICATION

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal. Affixing the corporate seal shall not be required for the validity of any contract or agreement, deed, promissory note or other document executed and delivered by the Corporation, except as otherwise required by law.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE XI

WAIVER OF NOTICE

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, the person or persons entitled to said notice may consent in writing, whether before or after the time stated therein, to waive such notice requirement. Notice shall also be deemed waived by any person who attends a meeting without protesting prior thereto or at its commencement, the lack of notice to him.

ARTICLE XII

BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.

SECTION 1. Bank Accounts and Drafts . In addition to such bank accounts as may be authorized by the Board of Directors, the chief financial officer, the Treasurer or any person designated by said chief financial officer or Treasurer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said chief financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts . The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances. Except as otherwise provided by the Board of

Directors or the Chief Executive Officer, any officer of the Corporation may execute and deliver any deed, bond, mortgage, contract or other obligation or instrument on behalf of the Corporation.

SECTION 3. Proxies; Powers of Attorney; Other Instruments . The Chief Executive Officer, Chief Financial Officer, any Vice President or the Secretary or any other person designated by the Board of Directors shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chief Executive Officer, Chief Financial Officer, the Treasurer, any Vice President or the Secretary or any other person authorized by proxy or power of attorney executed and delivered by any of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

ARTICLE XIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS, AND INSURANCE

SECTION 1. Indemnification of Directors and Officers . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person (a “ Covered Person ”) who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, regulatory, arbitral or investigative in nature (a “ proceeding ”), by reason of the fact that such Covered Person, his or her testator or intestate, or a person for whom he or she is the legal representative, is or was, at any time during which these Bylaws are in effect or any time prior thereto (whether or not such Covered Person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation, or has or had agreed to become a director of the Corporation (including, for the purposes of this Article XIII, any predecessor of the Corporation absorbed by the Corporation in a consolidation, merger or reorganization), or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, against all liability and loss suffered (including, without limitation, any judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) and expenses (including attorneys’ fees and disbursements), actually and reasonably incurred by such Covered Person in connection with such proceeding to the fullest extent permitted by law, and

such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators, and the Corporation may enter into agreements with any such person for the purpose of providing for such indemnification. For purposes of this Article XIII, a director or officer of the Corporation serving as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent of a company of which the Corporation owns, directly or indirectly, a majority of the shares or other interests entitled to vote in the selection of its directors or the members of a comparable governing body or of an employee benefit plan of the Corporation or of any such company shall be deemed to have served in such capacity at the request of the Corporation and actions taken or omitted by a Covered Person on behalf of such an employee benefit plan of the Corporation or of any direct or indirect subsidiary of the Corporation, if done in good faith and in a manner that he or she reasonably believed was in the best interests of the employee benefit plan or its participants or beneficiaries, shall be deemed to have been done in a manner not opposed to the best interests of the Corporation and actions taken or omitted on behalf of a direct or indirect subsidiary of the Corporation (even if not wholly owned by the Corporation), if done in good faith and in a manner that he or she reasonably believed to be in the best interests of the subsidiary or its owners, shall be deemed to have been done in a manner not opposed to the best interests of the Corporation, and, in each case, with respect to any criminal proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. Except as otherwise provided in this Article XIII, and other than proceedings to enforce rights conferred by the Certificate of Incorporation or this Article XIII, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person (other than proceedings to enforce rights conferred by the Certificate of Incorporation of the Corporation or these Bylaws) only if the proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article XIII shall include the right to be paid by the Corporation the expenses (including attorneys’ fees and disbursements) incurred by a Covered Person in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within a reasonable period after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time (and subject to filing a written request for indemnification pursuant to Section 2 of this Article XIII); provided , however , that the payment of such expenses shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that the Covered Person is not entitled to be indemnified by the Corporation for such expenses under this Article XIII or otherwise.

SECTION 2. Request for Indemnification or Advancement . To obtain advancement or indemnification under this Article XIII, a claimant first shall submit to the Corporation a written request, including such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement or indemnification and the Board of Directors, by a vote of a majority of Directors not interested in the matter, shall determine the claimant’s entitlement thereto. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within a reasonable period after such determination.

SECTION 3. Preservation of Other Rights . The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred on any Covered Person by this Article XIII, (a) shall not be exclusive of, and the Corporation is authorized to honor or provide, any other right that such Covered Person may have or hereafter acquire, which other right may provide indemnification and advancement in excess of the indemnification and advancement otherwise permitted by the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory) with respect to actions for breach of duty to the Corporation, its stockholders and others, and (b) cannot be terminated by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a Covered Person’s service occurring prior to the date of such termination. The Corporation may enter into agreements providing for indemnity of or advancement of expenses to a director or officer containing such provisions further to or alternative to the provisions of this Article XIII as the Board of Directors determines is in the best interests of the Corporation. However, notwithstanding the foregoing, the Corporation’s obligation to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity, or other enterprise shall be reduced by any amount such person has collected as indemnification from such other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity, or other enterprise; and, in the event the Corporation has fully paid such expenses, the Covered Person shall return to the Corporation any amounts subsequently received from such other source of indemnification.

SECTION 4. Contract Rights; Survival . The rights conferred upon Covered Persons in this Article XIII shall be contract rights that vest at the time of such person’s service to or at the request of the Corporation and such rights shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any repeal, other termination, amendment, alteration or modification of the provisions of this Article XIII that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or such person’s successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged act or or omission occurring prior thereto while such a person was a director or officer of the Corporation or any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

SECTION 5. Indemnification of and Advancement of Expenses to Other Persons . This Article XIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and advance expenses (on substantially similar terms and subject to the same obligations as those set forth in Sections 1 and 2 of this Article XIII) to persons other than Covered Persons when and as authorized by the Board of Directors.

SECTION 6. Insurance . The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was a director, officer, employee or agent of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability, expense or loss asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability, expense or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such person shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such person.

SECTION 7. Interpretation . If any provision or provisions of this Article XIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article XIII (including, without limitation, each portion of any paragraph of this Article XIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article XIII (including, without limitation, each such portion of any paragraph of this Article XIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE XIV

AMENDMENTS

The Board of Directors shall have power to adopt, amend, modify or repeal these Bylaws. The stockholders of the Corporation shall have the power to adopt, amend, modify or repeal these Bylaws at a duly called meeting of the stockholders; provided , that notice of the proposed adoption, amendment, modification or repeal was given in the notice of the meeting.

Crimson Wine Group, Ltd.
a Delaware corporation

CERTIFICATE OF ADOPTION OF

AMENDED AND RESTATED BYLAWS

The undersigned hereby certifies that he or she is the duly elected and qualified, Vice President & Treasurer of Crimson Wine Group, Ltd., a Delaware corporation, and that the foregoing Amended and Restated Bylaws were adopted as the Corporation’s bylaws effective as of February 1, 2013 by the Corporation’s Board of Directors.

IN WITNESS WHEREOF, the undersigned has hereunto set such person’s hand this 1st day of February, 2013.


By:	/s/ Patrick DeLong

Name:		Patrick DeLong
Title:		Vice President & Treasurer

Exhibit 10.1

TAX MATTERS AGREEMENT

BY AND BETWEEN

LEUCADIA NATIONAL CORPORATION

AND

CRIMSON WINE GROUP, LTD.

DATED FEBRUARY 1, 2013

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”), dated as of February 1, 2013, is by and between Leucadia National Corporation, a New York corporation, (“ Leucadia ”), and Crimson Wine Group, Ltd., a Delaware corporation (“ Crimson ”). Each of Leucadia and Crimson is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties .”

WHEREAS, the board of directors of Leucadia has determined that it is in the best interests of Leucadia, its shareholders and Crimson for Crimson to be a separate publicly-traded company that will operate the Crimson Business;

WHEREAS, Leucadia and Crimson entered into the Separation Agreement pursuant to which Leucadia agreed to contribute cash and intercompany debt to the capital of Crimson (the “ Contribution ”) and to distribute all of the outstanding stock of Crimson pro rata to its shareholders (the “ Distribution ”) as described therein;

WHEREAS, prior to consummation of the Distribution, Leucadia has been the common parent corporation of an affiliated group of corporations within the meaning of Section 1504 of the Code of which Crimson is a member;

WHEREAS, the Parties intend that, for federal income Tax purposes, the contribution of the Intercompany Indebtedness and the obligation to make the Cash Contribution (the “ Pre-Closing Contribution ”) and the Distribution will qualify as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies; and

WHEREAS, the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (b) set forth certain covenants and indemnities relating to the preservation of the intended Tax treatment of the Pre-Closing Contribution and the Distribution.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenants and agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.01. General . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliated Group ” means an affiliated group of corporations within the meaning of Section 1504(a) of the Code, or any other group filing consolidated, combined or unitary Tax Returns under state, local or foreign Law.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Closing Date ” means the date on which the Distribution occurs.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contribution ” has the meaning set forth in the recitals to this Agreement.

“ Counsel ” means Weil, Gotshal & Manges LLP.

“ Crimson ” has the meaning set forth in the preamble to this Agreement.

“ Disqualifying Action ” means (i) any breach by Crimson or any member of the Crimson Group of any representation, warranty or covenant made by them in this Agreement or (ii) any event (or series of events) involving the capital stock of Crimson that, in either case, would negate the Tax-Free Status of the Transactions; provided , however , the term “ Disqualifying Action ” shall not include any action required or expressly permitted under any Transaction Document or that is undertaken pursuant to the Contribution or the Distribution.

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Extraordinary Transaction ” shall mean any action that is not in the ordinary course of business, but shall not include any action that is undertaken pursuant to the Contribution or Distribution.

“ Final Determination ” means the final resolution of liability for any Tax for any taxable period, by or as a result of (i) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, that resolves the entire Tax liability for any taxable period; or (iii) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

“ Indemnifying Party ” means the Party from which the other Party is entitled to seek indemnification pursuant to the provisions of Section 2.01 .

“ Indemnified Party ” means the Party that is entitled to seek indemnification from the other Party pursuant to the provisions of Section 2.01 .

“ Information ” has the meaning set forth in Section 4.01 .

“ Information Request ” has the meaning set forth in Section 4.01 .

“ IRS ” means the Internal Revenue Service or any successor thereto, including its agents, representatives and attorneys.

“ Leucadia ” has the meaning set forth in the preamble to this Agreement.

“ Opinion ” means the opinion of Counsel with respect to certain Tax aspects of the Pre-Closing Contribution and the Distribution.

“ Party ” has the meaning set forth in the preamble to this Agreement.

“ Pre-Closing Contribution ” has the meaning set forth in the recitals to this Agreement.

“ Separation Agreement ” means the Separation Agreement by and between the Parties dated February 1, 2013.

“ Tax ” means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any federal, state or local or foreign governmental authority, including income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added, real property transfer, intangible, recordation, registration, documentary, stamp and other taxes of any kind whatsoever and (ii) any interest, penalties or additions attributable thereto.

“ Tax Detriment ” shall mean an increase in the Tax liability (or reduction in refund or credit or item of deduction or expense, including any carryforward) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period.

“ Tax-Free Status of the Transactions ” means the qualification of the Pre-Closing Contribution and the Distribution as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies and in which the Crimson Common Stock distributed is “qualified property” under Section 361(c) of the Code.

“ Taxing Authority ” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Tax Item ” shall mean any item of income, gain, loss, deduction, expense or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

“ Tax Matter ” has the meaning set forth in Section 4.01 .

“ Tax Notice ” has the meaning set forth in Section 2.04 .

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of estimated Tax) supplied or required to be supplied to, or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax and any amended Tax return or claim for refund.

“ Transaction Documents ” means this Agreement, the Separation Agreement and the Administrative Services Agreement.

“ Transaction Taxes ” shall mean any Tax Detriment incurred by Leucadia, Crimson or their Affiliates as a result of the Pre-Closing Contribution or the Distribution failing to qualify as a reorganization within the meaning of Section 368(a) of the Code and a distribution to which Section 355 of the Code applies or corresponding provisions of other applicable Laws with respect to Taxes.

“ Transfer Taxes ” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed on the Contribution or the Distribution.

“ Treasury Regulations ” means the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Section 1.02. Additional Definitions . Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Separation Agreement.

ARTICLE II

ALLOCATION, PAYMENT AND INDEMNIFICATION

Section 2.01. Responsibility for Taxes; Indemnification .

(a) Leucadia shall be responsible for and shall pay, and shall indemnify and hold harmless the members of the Crimson Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the members of the Leucadia Group paid or filed on a separate company basis or on an Affiliated Group basis; (ii) any Transaction Taxes; and (iii) all Transfer Taxes; except, in each case, for Taxes that arise from or are attributable to a Disqualifying Action.

(b) Crimson shall be responsible for and shall pay, and shall indemnify and hold harmless the members of the Leucadia Group for, all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the members of the Crimson Group not described in Section 2.01(a) ; and (ii) any Taxes that arise from or are attributable to a Disqualifying Action.

(c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01 , the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01 , showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than 20 days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01 . If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within 15 days of receiving such calculations.

(d) For all Tax purposes, the Leucadia Group and the Crimson Group agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Leucadia to Crimson or a distribution by Crimson to Leucadia, as the case may be, occurring immediately prior to the Effective Time and (ii) any payment of interest or non-federal Taxes by or to a Taxing Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable Law.

(e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)) , the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.

Section 2.02. Preparation of Tax Returns .

(a) Leucadia shall prepare and timely file (taking into account applicable extensions) all Tax Returns with respect to which it is responsible for any Taxes shown thereon under Section 2.01(a)(i) . Leucadia shall be entitled to all refunds shown to be due and payable on such Tax Returns.

(b) Subject to any arrangement under the Administrative Services Agreement, Crimson shall prepare and timely file (taking into account applicable extensions) all Tax Returns with respect to which it is responsible for any Taxes shown thereon under Section 2.01(b)(i) . Crimson shall be entitled to all refunds shown to be due and payable on such Tax Returns.

(c) Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the parties shall report any Extraordinary Transactions that are caused or permitted to occur by Crimson or any of its Subsidiaries on the Closing Date after the completion of the Distribution as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law. Leucadia shall not make a ratable allocation election pursuant to Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) or any similar or analogous provision of state, local or foreign Law.

Section 2.03. Payment of Sales, Use or Similar Taxes . All Transfer Taxes, shall be borne solely by Leucadia. Notwithstanding anything in Section 2.03 to the contrary, the Party required by applicable Law shall remit payment for any Transfer Taxes and duly and timely file any related Tax Returns, subject to any indemnification rights it may have against the other Party, which shall be paid in accordance with Section 2.01(c) . Crimson, Leucadia and their respective Affiliates shall cooperate in (i) determining the amount of such Taxes, (ii) providing all available exemption certificates and (iii) preparing and timely filing any and all required Tax Returns for or with respect to such Taxes with any and all appropriate Taxing Authorities.

Section 2.04. Audits and Proceedings .

(a) Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Affiliates receives any notice, letter, correspondence, claim or decree from any Taxing Authority (a “ Tax Notice ”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is indemnified pursuant to Section 2.01 , the Indemnified Party shall deliver such Tax Notice to the Indemnifying Party within 10 days of the receipt of such Tax Notice; provided , however , that the failure of the Indemnified Party to provide the Tax Notice to the Indemnifying Party shall not affect the indemnification rights of the Indemnified Party pursuant to Section 2.01 , except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to deliver such Tax Notice. The Indemnifying Party shall have the right to handle, defend, conduct and control, at its own expense, any Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, Leucadia shall have the right to control any Tax audit or proceeding relating to Transaction Taxes or the Tax-Free Status of the Transactions. The Indemnifying Party shall also have the right to compromise or settle any such Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of a compromise or settlement that could adversely affect the Indemnified Party, to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax liability within 15 days after a Final Determination of such Tax liability.

(b) If after the Closing Date, Leucadia, Crimson or any of their respective Affiliates receive a Tax Notice that could have an impact on a member of the other Group, Leucadia or Crimson, as applicable, shall deliver such Tax Notice to the other Party within 10 days of the receipt of such Tax Notice.

Section 2.05. Carrybacks . To the extent permitted by applicable Law, neither Crimson nor any of its Affiliates shall carry back any federal income Tax Item to any taxable period (or portion thereof) ending on or before the Closing Date.

ARTICLE III

TAX-FREE STATUS OF THE DISTRIBUTION

Section 3.01. Representations and Warranties .

(a) Crimson . Crimson hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations made in the representation letter from Crimson addressed to Counsel supporting the Opinion are, or will be from the time presented or made through and including the Effective Time and thereafter, true, correct and complete in all respects.

(b) Leucadia . Leucadia hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations made in the representation letter from Leucadia addressed to Counsel supporting the Opinion any other materials delivered or deliverable by Leucadia in connection with the rendering by Counsel of the Opinion are, or will be from the time presented or made through and including the Effective Time and thereafter, true, correct and complete in all respects.

(c) No Contrary Knowledge . Each of Leucadia and Crimson represents and warrants that it knows of no fact that may cause the Tax treatment of the Pre-Closing Contribution or the Distribution to be other than the Tax-Free Status of the Transactions.

Section 3.02. Restrictions Relating to the Distribution .

(a) General . Neither Leucadia nor Crimson shall take or fail to take, nor shall Leucadia or Crimson permit any member of their respective Group to take or fail to take, as applicable, any action within its control that would negate the Tax-Free Status of the Transactions.

(b) Tax Reporting . Each of Leucadia and Crimson covenants and agrees that it will not take, and will cause its respective Affiliates to refrain from taking, any position on any Tax Return that is inconsistent with the Tax-Free Status of the Transactions.

ARTICLE IV

COOPERATION

Section 4.01. General Cooperation . The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing (“ Information Request ”) from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Tax refunds, Tax proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “ Tax Matter ”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“ Information ”) and shall include, at each Party’s own cost:

(a) the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(b) the execution of any document (including any power of attorney) in connection with any Tax proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Tax refund claim of the Parties or any of their respective Subsidiaries;

(d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries.

Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

Section 4.02. Retention of Records . Leucadia and Crimson shall retain or cause to be retained all Tax Returns, schedules and workpapers, and all material records or other documents relating thereto in their possession, until 60 days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material records or documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

ARTICLE V

MISCELLANEOUS

Section 5.01. Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between any member of the Leucadia Group, on the one hand, and any member of the Crimson Group, on the other (other than this Agreement and any other Transaction Document), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, no member of the Leucadia Group or Crimson Group shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 5.02. Interest on Late Payments . With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 5.03. Survival of Covenants . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided , however , that the representations and warranties and all indemnification for Taxes shall survive until 60 days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided , further , that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 5.04. Termination . Notwithstanding any provision to the contrary, this Agreement may be terminated and the Distribution abandoned at any time prior to the Effective Time by and in the sole discretion of Leucadia without the prior approval of any Person, including Crimson. In the event of such termination, this Agreement shall become void and no party, or any of its officers and directors, shall have any liability to any Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties to this Agreement.

Section 5.05. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 5.06. Entire Agreement . Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to

the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

Section 5.07. Effective Date . This Agreement shall become effective only upon the occurrence of the Distribution.

Section 5.08. Other . Sections 8.1 (Governing Law), 8.4 (Notice), 8.8 (Assignment; No Third-Party Beneficiaries), 8.10 (Amendment), 8.11 (Rules of Construction), 8.12 (Counterparts) and 7.4 (Specific Performance) of the Separation Agreement are incorporated herein by reference, mutatis mutandis .

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.


	LEUCADIA NATIONAL CORPORATION

	By	/s/ Joseph A. Orlando

		Name: Joseph A. Orlando
		Title: Vice President & Chief Financial Officer

	CRIMSON WINE GROUP, LTD.

	By	/s/ Patrick DeLong

		Name: Patrick DeLong
		Title: Chief Financial & Operating Officer

Signature Page to Tax Matters Agreement

Exhibit 10.2

ADMINISTRATIVE SERVICES AGREEMENT

BY AND BETWEEN

LEUCADIA NATIONAL CORPORATION

AND

CRIMSON WINE GROUP, LTD.

Dated February 1, 2013

ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (“ Agreement ”) is entered into as of the 1st day of February, 2013 between Leucadia National Corporation, a New York corporation (“ Leucadia ”) and Crimson Wine Group, Ltd., a Delaware corporation (“ Crimson ”).

WHEREAS, the directors of Crimson unaffiliated with Leucadia have determined that it is in the best interests of Crimson and its subsidiaries (collectively, the “ Crimson Group ”) to obtain certain services from Leucadia on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Retention of Leucadia . As of the effective date of this Agreement, Leucadia is retained to provide the services described in this Agreement in consideration of the payment of the compensation described herein.

2. Scope of Work . At the request of Crimson and under the direction of Crimson, Leucadia shall provide or arrange for the provision of the following administrative services required by the Crimson Group in connection with the ongoing operation of its businesses:

(a) Prepare Crimson consolidated quarterly unaudited financial statements meeting the requirements of Form 10-Q of the United States Securities and Exchange Commission (the “ SEC ”), based on information provided to Leucadia by Crimson;

(b) Prepare consolidated annual financial statements meeting the requirements of Form 10-K of the SEC, based on information provided to Leucadia by Crimson;

(c) Subject to his or her election by the Board of Directors of Crimson, provide the services of a corporate Secretary (the “ Designated Officer ”), who in the capacity as Secretary of Crimson shall be under the direction of the Board of Directors of Crimson and shall report to the President of Crimson;

(d) Prepare annual income tax returns consistent with past practice, based on information provided to Leucadia by Crimson; and

(e) Provide additional administrative services and support as may reasonably be requested by Crimson and agreed to by Leucadia.

Leucadia shall use commercially reasonable efforts to provide all personnel necessary to carry out the services specified in this Agreement. The number of personnel providing services at any one time and the number of hours such personnel devote to the specified services shall not be fixed and shall at all times be determined by Leucadia in its sole

judgment, but shall at all times be adequate to properly and promptly perform and discharge the specified services.

3. Compensation . As compensation for the services provided under this Agreement, Leucadia shall be paid at an annual rate of $180,000, payable in monthly installments of $15,000 on the first day of each month, plus out-of-pocket costs and expenses incurred by any of the Leucadia Parties (as defined herein) in connection with the services provided under this Agreement, plus any additional amounts that may be agreed upon by Crimson and Leucadia in connection with services requested pursuant to Section 2(e) of this Agreement.

4. Term and Termination . The term of this Agreement shall commence on the effective date set forth in the preamble to this Agreement and continue for a period of one year. This Agreement shall renew annually for successive annual periods unless either party provides six months prior written notice to the other party. In all events, the provisions of Section 8 “Indemnification” shall survive the termination of this Agreement, whether as a result of the passage of time or the election of either party or otherwise.

5. Inspection Rights of Crimson . During the term of this Agreement, Crimson shall have the right to appoint a person (other than an employee or officer of Leucadia or any of its affiliates) who shall have the right to inspect at reasonable times and upon reasonable notice all books and records maintained by Leucadia pertaining to each member of the Crimson Group.

6. Relationship of Parties . The relationship of Leucadia to each member of the Crimson Group shall be that of independent contractor and principal. This Agreement does not create an employer/employee relationship, or a partnership, joint venture or other agency relationship between the parties.

7. Relationship with Crimson . The Designated Officer shall, while providing services to Crimson, work under the direction and supervision of Crimson in accordance with the practices and policies of Crimson. Accordingly, Crimson shall be fully responsible for the acts and omissions of the Designated Officer within the scope of the services and responsibilities provided in accordance with this Agreement and shall indemnify the Leucadia Parties (as defined herein) therefor. Except to the extent that Leucadia agrees in this Agreement to indemnify Crimson, no Leucadia Party (as defined herein) shall have or suffer any Damages (as defined herein) as a result of any act or omission, condition or circumstance associated with this Agreement or performance hereunder.

8. Indemnification .

(a) Crimson shall indemnify, defend and hold harmless Leucadia, its subsidiary entities and their respective directors, officers, agents and permitted assigns (collectively, the “ Leucadia Parties ”) from and against all liabilities, claims, damages, losses and expenses (including, but not limited to, court costs and reasonable attorneys’ fees) (collectively, “ Damages ”) of any kind or nature, to third parties caused by, relating

to, or arising in connection with this Agreement, other than as a result of the willful misconduct of any of the Leucadia Parties. Not in limitation of the foregoing, Crimson shall indemnify and hold harmless the Leucadia Parties from and against any Damages arising from any acts or omissions of the Designated Officer, as well as from Crimson’s own acts or omissions or violations of law with respect to the Designated Officer.

(b) Subject to the limitations contained in this Section, Leucadia shall indemnify, defend and hold harmless Crimson and their respective directors, officers, agents and permitted assigns (collectively, the “ Crimson Parties ”) from and against all Damages of any kind or nature, caused by, relating to, or arising in connection with the willful misconduct of any of the Leucadia Parties. Leucadia’s liability under this Section shall not exceed $180,000.

9. Severability . Each provision of this Agreement shall be viewed as separate and divisible, and in the event any provision shall be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.

10. No Third-Party Beneficiaries . This Agreement will not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.

11. Waiver . The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach.

12. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

13. Assignment . No party hereto shall have the right to assign any of its rights, duties or obligations under this Agreement without the prior written consent of the other parties.

14. Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if personally served on the party to whom the notice is to be given, or 72 hours after mailing, if mailed to the party to whom notice is to be given by first class mail, postage prepaid and properly addressed to the party at its address set forth on the signature page of this Agreement or any other address that such party may designate by written notice to the other parties.

15. Successors and Assigns . Subject to the restrictions on assignment set forth hereinabove, this Agreement shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

[ Remainder of page intentionally left blank .]

16. IN WITNESS WHEREOF, this Agreement has been executed as of the date first hereinabove written.


LEUCADIA NATIONAL CORPORATION, a New York corporation
Address: 315 Park Avenue South
New York, NY 10010

By:	/s/ Joseph A. Orlando


	Name:	Joseph A. Orlando

	Title:	Vice President & Chief Financial Officer


CRIMSON WINE GROUP, LTD., a Delaware corporation
Address: 5901 Silverado Trail
Napa, CA 94558

By:	/s/ Patrick DeLong


	Name:	Patrick DeLong

	Title:	Chief Financial & Operating Officer

Exhibit 10.3

Crimson Wine Group, Ltd.
2013 Omnibus Incentive Plan

Article 1. Establishment & Purpose

1.1 Establishment . Crimson Wine Group, Ltd., a corporation registered in Delaware, hereby establishes the Crimson Wine Group 2013 Omnibus Incentive Plan (hereinafter referred to as the “ Plan ”) as set forth in this document.

1.2 Purpose of the Plan . The purpose of this Plan is to attract, retain and motivate officers, employees, and non-employee directors providing services to the Company, any of its Subsidiaries, or Affiliates and to promote the success of the Company’s business by providing the participants of the Plan with appropriate incentives.

Article 2. Definitions

Whenever capitalized in the Plan, the following terms shall have the meanings set forth below.

2.1 “ Affiliate ” means any entity that the Company, either directly or indirectly, is in common control with, is controlled by or controls, or any entity that the Company has a substantial direct or indirect equity interest, as determined by the Board.

2.2 “ Annual Award Limit ” shall have the meaning set forth in Section 5.1.

2.3 “ Award ” means any Option, Stock Appreciation Right, Restricted Stock, Other Stock-Based Award, or Performance-Based Compensation Award that is granted under the Plan.

2.4 “ Award Agreement ” means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company, a Subsidiary or Affiliate to a Participant describing the terms and conditions of the actual grant of such Award.

2.5 “ Beneficial Owner ” or “ Beneficial Ownership ” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.6 “ Board ” means the Board of Directors of the Company.

2.7 “ Change of Control ” unless otherwise specified in the Award Agreement, means the occurrence of any of the following events:


		(a)	any consolidation, amalgamation, or merger of the Company with or into any other Person, or any other corporate reorganization, business combination, transaction or transfer of securities of the Company by its stockholders, or a series of transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such transaction, collectively have Beneficial Ownership, directly or indirectly, of capital stock representing directly, or indirectly through one


			or more entities, less than fifty percent (50%) of the equity (measured by economic value or voting power (by contract, share ownership or otherwise)) of the Company or other surviving entity immediately after such transaction;

		(b)	the sale or disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company to any Person;

		(c)	during any period of twelve consecutive months commencing on or after the Effective Date, individuals who as of the beginning of such period constituted the entire Board (together with any new directors whose election by such Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors of the Company, then still in office, who were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or

		(d)	approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

2.8 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

2.9 “ Committee ” means the Compensation Committee of the Board or any other committee designated by the Board to administer this Plan, or in the absence of any Compensation Committee or other such designated committee, the Board. To the extent applicable, the Committee shall have at least two members, each of whom shall be (i) a Non-Employee Director, (ii) an Outside Director, and (iii) an “independent director” within the meaning of the listing requirements of any exchange on which the Company is listed.

2.10 “ Company ” means Crimson Wine Group, Ltd., a Delaware corporation, and any successor thereto.

2.11 “ Covered Employee ” means for any Plan Year, a Participant designated by the Company as a potential “ covered employee, ” as such term is defined in Section 162(m) of the Code.

2.12 “ Director ” means a member of the Board who is not an Employee.

2.13 “ Effective Date ” means the date set forth in Section 14.17.

2.14 “ Employee ” means an officer or other employee of the Company, a Subsidiary or Affiliate, including a member of the Board who is an employee of the Company, a Subsidiary or Affiliate.

2.15 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

2.16 “ Extraordinary Event ” means, unless otherwise specified in the Award Agreement, the occurrence of any of the following events:


		(a)	a Change of Control;

		(b)	The Company’s Board of Directors shall approve a partial liquidation of the Company under Section 302(b)(4) of the Code or other extraordinary corporate contraction or distribution or other extraordinary transaction that is determined by the Board of Directors to be appropriate and in the best interests of the Company and which by its terms precludes the existence of Company securities convertible into Shares; or

		(c)	The Company’s Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in Article 2.16(b) above.

2.17 “ Fair Market Value ” means, as of any date, the per Share value determined as follows, in accordance with applicable provisions of Section 409A of the Code:


		(a)	The average of the high and low trading price on the New York Stock Exchange or any other recognized stock exchange or any established over-the-counter trading system on which Shares are readily tradable, or if no trades were made on any such day, the immediately preceding day on which trades were made; or

		(b)	In the absence of an established market for the Shares of the type described in (a) above, the per Share Fair Market Value thereof shall be determined by the Committee in good faith and in accordance with applicable provisions of Section 409A of the Code.

2.18 “ Incentive Stock Option ” means an Option intended to meet the requirements of an incentive stock option as defined in Section 422 of the Code and designated as an Incentive Stock Option.

2.19 “ New York Stock Exchange ” means the New York Stock Exchange or any successor body carrying on the business of the New York Stock Exchange.

2.20 “ Non-Employee Director ” means a person defined in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.

2.21 “ Nonqualified Stock Option ” means an Option that is not an Incentive Stock Option.

2.22 “ Other Stock-Based Award ” means any right granted under Article 9 of the Plan.

2.23 “ Option ” means any stock option granted from time to time under Article 6 of the Plan.

2.24 “ Option Price ” means the purchase price per Share subject to an Option, as determined pursuant to Section 6.2 of the Plan.

2.25 “ Outside Director ” means a member of the Board who is an “outside director” within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.

2.26 “ Participant ” means any eligible person as set forth in Section 4.1 to whom an Award is granted.

2.27 “ Performance-Based Compensation ” means compensation under an Award that is intended to constitute “Other Performance-Based Compensation” within the meaning of Section 162(m) of the Code or any successor provision or “qualified performance-based compensation” within the meaning of the regulations promulgated under Section 162(m) of the Code or any successor provision.

2.28 “ Performance Measures ” means measures as described in Section 10.1 on which the performance goals are based in order to qualify Awards as Performance-Based Compensation.

2.29 “ Performance Period ” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.30 “ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “ group ” as defined in Section 13(d) thereof.

2.31 “ Plan ” means the Crimson Wine Group 2013 Omnibus Incentive Plan.

2.32 “ Plan Year ” means the applicable fiscal year of the Company.

2.33 “ Restricted Stock ” means any Award granted under Article 8.

2.34 “ Restriction Period ” means the period during which Restricted Stock awarded under Article 8 of the Plan is subject to forfeiture.

2.35 “ Service ” means service as an Employee or Director.

2.36 “ Share ” means a common share of the Company, par value $0.01 per share, or such other class or kind of shares or other securities resulting from the application of Section 12.1.

2.37 “ Stock Appreciation Right ” means any right granted under Article 7.

2.38 “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company (or any parent of the Company) if each of the corporations, other than the last corporation in each unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.39 “ Ten Percent Shareholder ” means a person who on any given date owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary or Affiliate.

Article 3. Administration

3.1 Authority of the Committee . The Plan shall be administered by the Committee, which shall have full power to interpret and administer the Plan and Award Agreements and full authority to select the Employees and Directors to whom Awards will be granted, and to determine the type and amount of Awards to be granted to each such Employee or Director, and the terms and conditions of Awards and Award Agreements. Without limiting the generality of the foregoing, the Committee may, in its sole discretion but subject to the limitations in Article 13, clarify, construe or resolve any ambiguity in any provision of the Plan or any Award Agreement, extend the term or period of exercisability of any Awards, or waive any terms or conditions applicable to any Award. Awards may, in the sole discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Subsidiaries or Affiliates or a company acquired by the Company or with which the Company combines. The Committee shall have full and exclusive discretionary power to adopt rules, forms, instruments, and guidelines for administering the Plan or any subplans as the Committee deems necessary or proper. Notwithstanding anything in this Section 3.1 to the contrary, the Board, or any other committee or sub-committee established by the Board, is hereby authorized (in addition to any necessary action by the Committee) to grant or approve Awards as necessary to satisfy the requirements of Section 16 of the Exchange Act and the rules and regulations thereunder and to act in lieu of the Committee with respect to Awards made to Non-Employee Directors under the Plan. All actions taken and all interpretations and determinations made by the Committee or by the Board (or any other committee or sub-committee thereof), as applicable, shall be final and binding upon the Participants, the Company, and all other interested individuals.

3.2 Delegation. The Committee may delegate to one or more of its members, one or more officers of the Company or any of its Subsidiaries or Affiliates, and one or more agents or advisors such administrative duties or powers as it may deem advisable; provided that the Committee shall not delegate to officers of the Company or any of its Subsidiaries or Affiliates the power to make grants of Awards to officers of the Company or any of its Subsidiaries or Affiliates; provided , further , that no delegation shall be permitted under the Plan that is prohibited by applicable law.

Article 4. Eligibility and Participation

4.1 Eligibility . Participants will consist of such Employees and Directors as the Committee in its sole discretion determines and whom the Committee may designate from time to time to receive Awards. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year.

4.2 Type of Awards. Awards under the Plan may be granted in any one or a combination of: (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock, (d) Other Stock-Based Awards, and (e) Performance-Based Compensation Awards. The Plan sets forth the performance goals and procedural requirements to permit the Company to design Awards that qualify as Performance-Based Compensation, as described in Article 10 hereof. Awards granted under the Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions associated with such Awards, as determined by the Committee in its sole discretion; provided , however , that in the event of any conflict between the provisions of the Plan and any such Award Agreement, the provisions of the Plan shall prevail.

Article 5. Shares Subject to the Plan and Maximum Awards

5.1 Number of Shares Available for Awards.


		(a)	(i) General. Subject to adjustment as provided in Article 12 hereof, the maximum number of Shares available for issuance to Participants pursuant to Awards under the Plan shall be 1,000,000 Shares. The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 1,000,000 Shares, subject to Article 12 hereof and the provisions of Sections 422 or 424 of the Code and any successor provisions. The Shares available for issuance under the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. Any Shares delivered to the Company as part or full payment for the purchase price of an Award, or to the extent the Committee determines that the availability of Incentive Stock Options will not be compromised, or to satisfy the Company’s withholding obligation with respect to an Award, shall again be available for Awards; provided, however , that such Shares shall continue to be counted as outstanding for purposes of determining whether an Annual Award Limit has been attained.

		(b)	Annual Award Limits. The maximum number of Shares with respect to Awards denominated in Shares that may be granted to any Participant in any Plan Year shall be 600,000 Shares, subject to adjustments made in accordance with Article 12 hereof (the “ Annual Award Limit ”).

		(c)	Additional Shares. In the event that any outstanding Award expires, is forfeited, cancelled or otherwise terminated without the issuance of Shares or is otherwise settled for cash, the Shares subject to such Award, to the extent of any such forfeiture, cancellation, expiration, termination or


			settlement for cash, shall again be available for Awards. If the Committee authorizes the assumption under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, of awards granted under another plan, such assumption shall not (i) reduce the maximum number of Shares available for issuance under this Plan or (ii) be subject to or counted against a Participant’s Annual Award Limit.

Article 6. Stock Options

6.1 Grant of Options . The Committee is hereby authorized to grant Options to Participants. Each Option shall permit a Participant to purchase from the Company a stated number of Shares at an Option Price established by the Committee, subject to the terms and conditions described in this Article 6 and to such additional terms and conditions, as established by the Committee, in its sole discretion, that are consistent with the provisions of the Plan. Options shall be designated as either Incentive Stock Options or Nonqualified Stock Options, provided that Options granted to Directors shall be Nonqualified Stock Options. An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify as an Incentive Stock Option, be treated as a Nonqualified Stock Option. Neither the Committee nor the Company or any of its Affiliates shall be liable to any Participant or to any other Person if it is determined that an Option intended to be an Incentive Stock Option does not qualify as an Incentive Stock Option. Options shall be evidenced by Award Agreements which shall state the number of Shares covered by such Option. Such agreements shall conform to the requirements of the Plan, and may contain such other provisions, as the Committee shall deem advisable.

6.2 Terms of Option Grant. The Option Price shall be determined by the Committee at the time of grant, but shall not be less than the Fair Market Value of a Share on the date of grant. In the case of any Incentive Stock Option, the Option Price shall be (i) if granted to a person other than a Ten Percent shareholder, not less than 100% of the Fair Market Value of a Share on the date of grant or (ii) if granted to a Ten Percent Shareholder, not be less than 110% of the Fair Market Value of a Share on the date of grant.

6.3 Option Term. The term of each Option shall be determined by the Committee at the time of grant and shall be stated in the Award Agreement, but in no event shall such term be greater than ten years (or, in the case on an Incentive Stock Option granted to a Ten Percent Shareholder, five (5) years).

6.4 Time of Exercise . Options granted under this Article 6 shall be exercisable based on the passage of time as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

6.5 Method of Exercise . Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Article 6, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence (including the applicable tax withholding pursuant to Section 14.3 of the Plan). The aggregate Option Price for the Shares as to which an Option is exercised shall be paid to the

Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to the extent permitted by the Committee, in Shares (whether or not previously owned by the Participant) having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares (as described in (ii) above) or (iv) if there is a public market for the Shares at such time, subject to such requirements as may be imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law and the purpose of the Plan.

6.6 Limitations on Incentive Stock Options . Incentive Stock Options may be granted only to employees of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date of grant. The aggregate Fair Market Value (generally determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under all plans of the Company and of any “parent corporation” or “subsidiary corporation” shall not exceed one hundred thousand dollars ($100,000), or the Option shall be treated as a Nonqualified Stock Option. For purposes of the preceding sentence, Incentive Stock Options will be taken into account generally in the order in which they are granted. Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option shall be construed so that each Incentive Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded.

Article 7. Stock Appreciation Rights

7.1 Grant of Stock Appreciation Rights . The Committee is hereby authorized to grant Stock Appreciation Rights to Participants, including a grant of Stock Appreciation Rights in tandem with any Option at the same time such Option is granted (a “ Tandem SAR ”). Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of a specified number of Shares on the date of exercise over (b) the grant price of the right as specified by the Committee on the date of the grant. Such payment may be in the form of cash, Shares, other property or any combination thereof, as the Committee shall determine in its sole discretion.

7.2 Terms of Stock Appreciation Right . Subject to the terms of the Plan and any applicable Award Agreement, the grant price (which shall not be less than 100% of the Fair Market Value of a Share on the date of grant), term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such other conditions or restrictions on the exercise

of any Stock Appreciation Right as it may deem appropriate. No Stock Appreciation Right shall have a term of more than 10 years from the date of grant.

7.3 Tandem Stock Appreciation Rights and Options . A Tandem SAR shall be exercisable only to the extent that the related Option is exercisable and shall expire no later than the expiration of the related Option. Upon the exercise of all or a portion of a Tandem SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of the related Option (and, when a Share is purchased under the related Option, the Participant shall be required to forfeit an equivalent portion of the Stock Appreciation Right).

Article 8. Restricted Stock

8.1 Grant of Restricted Stock . An Award of Restricted Stock is a grant by the Committee of a specified number of Shares to the Participant, which Shares are subject to forfeiture upon the occurrence of specified events. Participants shall be awarded Restricted Stock in exchange for consideration not less than the minimum consideration required by applicable law. Restricted Stock shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and may contain such other provisions, as the Committee shall deem advisable.

8.2 Terms of Restricted Stock Awards . Each Award Agreement evidencing a Restricted Stock grant shall specify the period(s) of restriction, the number of Shares of Restricted Stock subject to the Award, the performance, employment or other conditions (including the termination of a Participant’s Service whether due to death, disability or other cause) under which the Restricted Stock may be forfeited to the Company and such other provisions as the Committee shall determine. Any Restricted Stock granted under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates (in which case, the certificate(s) representing such Shares shall be legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and deposited by the Participant, together with a stock power endorsed in blank, with the Company, to be held in escrow during the Restriction Period). At the end of the Restriction Period, the restrictions imposed hereunder and under the Award Agreement shall lapse with respect to the number of Shares of Restricted Stock as determined by the Committee, and the legend shall be removed and such number of Shares delivered to the Participant (or, where appropriate, the Participant’s legal representative).

8.3 Voting and Dividend Rights. The Committee shall determine and set forth in a Participant’s Award Agreement whether or not a Participant holding Restricted Stock granted hereunder shall have the right to exercise voting rights with respect to the Restricted Stock during the Restriction Period (the Committee may require a Participant to grant an irrevocable proxy and power of substitution) and have the right to receive dividends on the Restricted Stock during the Restriction Period (and, if so, on what terms).

8.4 Performance Goals . The Committee may condition the grant of Restricted Stock or the expiration of the Restriction Period upon the Participant’s achievement of one or more performance goal(s) specified in the Award Agreement. If the Participant fails to achieve the specified performance goal(s) as determined by the Committee in its sole discretion, subject to

Article 10 hereto, the Committee shall not grant the Restricted Stock to such Participant or the Participant shall forfeit the Award of Restricted Stock to the Company, as applicable.

8.5 Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company.

Article 9. Other Stock-Based Awards

The Committee, in its sole discretion, may grant Awards of Shares and Awards that are valued, in whole or in part, by reference to, or are otherwise based on the Fair Market Value of, Shares (the “ Other Stock-Based Awards ”), including without limitation, restricted stock units and other phantom awards. Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of Service, the occurrence of an event and/or the attainment of performance objectives, as determined by the Committee in its sole discretion, subject to Article 10 hereto. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards, whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares, and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The vesting period for Other Stock-Based Awards shall be as determined by the Committee.

Article 10. Performance-Based Compensation

To the extent permitted by Section 162(m) of the Code, the Committee is authorized to design any Award so that the amounts or Shares payable or distributed pursuant to such Award are treated as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and related regulations.

10.1 Performance Measures. The vesting, crediting and/or payment of Performance-Based Compensation shall be based on the achievement of objective performance goals based on one or more of the following Performance Measures (or such other Performance Measures as may be determined by the Committee): (i) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) earnings per Share; (v) book value per Share; (vi) return on shareholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working capital, (xviii) return on assets, (xix) store openings or refurbishment plans, (xx) staff training, and (xxi) corporate social responsibility policy implementation.

Any Performance Measure may be (i) used to measure the performance of the Company and/or any of its Subsidiaries or Affiliates as a whole, any business unit thereof or any combination thereof against any goal including past performance or (ii) compared to the performance of a group of comparable companies, or a published or special index, in each case that the Committee, in its sole discretion, deems appropriate. Subject to Section 162(m) of the Code, the Committee may adjust the performance goals (including to prorate goals and payments for a partial Plan Year) in the event of the following occurrences: (i) non-recurring events, including divestitures, spin-offs, or changes in accounting standards or policies; (ii) mergers and acquisitions; and (iii) financing transactions, including selling accounts receivable.

10.2 Establishment of Performance Goals for Covered Employees. No later than ninety (90) days after the commencement of a Performance Period (but in no event after twenty-five percent (25%) of such Performance Period has elapsed), the Committee shall establish in writing: (a) the performance goals applicable to the Performance Period; (b) the Performance Measures to be used to measure the performance goals in terms of an objective formula or standard; (c) the formula for computing the amount of compensation payable to the Participant if such performance goals are obtained; and (d) the Participants or class of Participants to which such performance goals apply. The outcome of such performance goals must be substantially uncertain when the Committee establishes the goals.

10.3 Adjustment of Performance-Based Compensation. Awards that are designed to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the sole discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.

10.4 Certification of Performance. Except for Awards that pay compensation attributable solely to an increase in the value of Shares, no Award designed to qualify as Performance-Based Compensation shall be vested, credited or paid, as applicable, with respect to any Participant until the Committee certifies in writing that the performance goals and any other material terms applicable to such Performance Period have been satisfied.

10.5 Each provision of the Plan and each Award Agreement relating to Performance-Based Compensation shall be construed so that each such Award shall be “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and related regulations, and any provisions of the Award Agreement thereof that cannot be so construed shall be disregarded.

Article 11. Compliance with Section 409A of the Code and Section 457A of the Code

11.1 General. The Company intends that any Awards be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder (“ Section 409A ”), such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event any Award is subject to Section 409A and potentially subject to any adverse tax consequences thereunder, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures

and actions with retroactive effect) as are necessary or appropriate to (a) exempt the Plan and/or any Award from the application of Section 409A, (b) preserve the intended tax treatment of any such Award and minimize any adverse tax consequences of such Award, or (c) comply with the requirements of Section 409A, including without limitation any such regulations guidance, compliance programs and other interpretative authority that may be issued after the date of the grant.

11.2 Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter.

11.3 Separation from Service . A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan or any Award Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

11.4 Section 457A. The Company intends that any Awards be structured in compliance with, or to satisfy an exemption from, Section 457A of the Code (“ Section 457A ”) and all regulations, guidance, compliance programs and other interpretative authority thereunder, such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event any Award is subject to Section 457A and potentially subject to any adverse tax consequences thereunder, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a) exempt the Plan and/or any Award from the application of Section 457A, (b) preserve the intended tax treatment of any such Award and minimize any adverse tax consequences of such Award, or (c) comply with the requirements of Section 457A, including without limitation any such regulations, guidance, compliance programs and other interpretative authority that may be issued after the date of the grant.

Article 12. Adjustments

12.1 Adjustments in Authorized Shares . In the event of any corporate event or transaction involving the Company, a Subsidiary and/or an Affiliate (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a

merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind, amalgamation, or other like change in capital structure (other than normal cash dividends to shareholders of the Company), or any similar corporate event or transaction, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, in its sole discretion, the number and kind of Shares or other property that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares or other property subject to outstanding Awards, the Option Price, grant price or purchase price applicable to outstanding Awards, the Annual Award Limits, and/or other value determinations applicable to the Plan or outstanding Awards.

12.2 Change of Control . Upon the occurrence of a Change of Control after the Effective Date, unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall determine otherwise in the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding Awards, including without limitation the following (or any combination thereof): (i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for such outstanding Awards; (iii) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence of such event; (iv) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable, during a reasonable period of time immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such Awards shall terminate to the extent not so exercised within the relevant period; and (v) cancellation of all or any portion of outstanding Awards for fair value (as determined in the sole discretion of the Committee and which may be zero) which, in the case of Options and Stock Appreciation Rights or similar Awards, may equal the excess, if any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Awards (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Awards or portion thereof being canceled) over the aggregate Option Price or grant price, as applicable, with respect to such Awards or portion thereof being canceled.

12.3 Extraordinary Event. Notwithstanding any other provision of this Plan, if there is an Extraordinary Event with respect to the Company, the Committee, in its sole discretion, may provide for accelerated exercisability, vesting and/or lapse of restrictions of all then outstanding Awards that have not vested or become exercisable at the time of such Extraordinary Event; provided , that (A) any spin-off of a division or subsidiary of the Company to its stockholders and (B) any event that the Board of Directors determines not to be an Extraordinary Event with respect to the Company, shall not constitute an Extraordinary Event with respect to the Company. The Committee, in its sole discretion, may determine that, upon the occurrence of an Extraordinary Event with respect to the Company, each Award outstanding hereunder shall terminate within a specified number of days after notice to the holder, and such holder shall receive with respect to each Share that is subject to an Award (assuming no exercise) an amount equal to (i) the excess of the Fair Market Value of such Share over the exercise price per share of

such Option or Stock Appreciation Right (as the case may be), (ii) the Fair Market Value of such Share in respect of a Restricted Stock Award, or (iii) such other amount as determined by the Committee in accordance with the terms of the applicable Award Agreement. Such amount is to be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction, if any) or in a combination thereof, as the Committee, in its sole discretion, shall determine. The provisions contained in the preceding sentence shall be inapplicable to an Award granted within six (6) months before the occurrence of an Extraordinary Event if the holder of such Award is subject to the reporting requirements of Section 16(a) of the Exchange Act and no exception from liability under Section 16(b) of the Exchange Act is otherwise available to such holder.

Article 13. Duration, Amendment, Modification, Suspension, and Termination

13.1 Duration of the Plan. Unless sooner terminated as provided in Section 13.2, the Plan shall terminate on the tenth (10th) anniversary of the Effective Date.

13.2 Amendment, Modification, Suspension, and Termination of Plan . The Committee may amend, alter, suspend, discontinue, or terminate (for purposes of this Section 13.2, an “ Action ”) the Plan or any portion thereof or any Award (or Award Agreement) thereunder at any time; provided that no such Action shall be made, other than as permitted under Article 11 or 12, (i) without shareholder approval (A) if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan, (B) if such Action increases the number of Shares available under the Plan (other than an increase permitted under Article 5 absent shareholder approval), (C) if such Action results in a material increase in benefits permitted under the Plan (but excluding increases that are immaterial or that are minor and to benefit the administration of the Plan, to take account of any changes in legislation, or to obtain or maintain favorable tax, exchange, or regulatory treatment for the Company, a Subsidiary, and/or an Affiliate) or a change in eligibility requirements under the Plan, or (D) for any Action that results in a reduction of the Option Price or grant price per Share, as applicable, of any outstanding Options or Stock Appreciation Rights or cancellation of any outstanding Options or Stock Appreciation Rights in exchange for cash, or for other Awards, such as other Options or Stock Appreciation Rights, with an Option Price or grant price per Share, as applicable, that is less than such price of the original Options or Stock Appreciation Rights, and (ii) without the written consent of the affected Participant, if such Action would materially diminish the rights of any Participant under any Award theretofore granted to such Participant under the Plan; provided , however, that the Committee may amend the Plan, any Award or any Award Agreement without such consent of the Participant in such manner as it deems necessary to comply with applicable laws.

Article 14. General Provisions

14.1 No Right to Service . The granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate to continue the Service of a Participant and shall not lessen or affect any right that the Company, any Subsidiary or any Affiliate may have to terminate the Service of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of

Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

14.2 Settlement of Awards; Fractional Shares. Each Award Agreement shall establish the form in which the Award shall be settled. The Committee shall determine whether cash, Awards, other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be rounded, forfeited or otherwise eliminated.

14.3 Tax Withholding. The Company shall have the power and the right to deduct or withhold automatically from any amount deliverable under the Award or otherwise, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to required withholding, Participants may elect (subject to the Company’s automatic withholding right set out above), subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction.

14.4 No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards under the Plan. The Committee and the Company make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan. Neither the Committee nor the Company has any obligation to take any action to prevent the assessment of any tax on any Person with respect to any Award under Section 409A of the Code or Section 457A of the Code or otherwise and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Participant with respect thereto.

14.5 Non-Transferability of Awards. Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant except in the event of his death (subject to the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate. No transfer shall be permitted for value or consideration. An award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Any permitted transfer of the Awards to heirs or legatees of the Participant shall not be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

14.6 Conditions and Restrictions on Shares. The Committee may impose such other conditions or restrictions on any Shares received in connection with an Award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received for a specified period of time or a requirement that a Participant represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. The certificates

for Shares may include any legend which the Committee deems appropriate to reflect any conditions and restrictions applicable to such Shares.

14.7 Compliance with Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies, or any stock exchanges on which the Shares are admitted to trading or listed, as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:


	(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

	(b)	Completion of any registration or other qualification of the Shares under any applicable national, state or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

The restrictions contained in this Section 14.7 shall be in addition to any conditions or restrictions that the Committee may impose pursuant to Section 14.6. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14.8 Awards to Non-U.S. Employees or Directors. To comply with the laws in countries other than the United States in which the Company or any of its Subsidiaries or Affiliates operates or has Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:


		(a)	Determine which Subsidiaries or Affiliates shall be covered by the Plan;

		(b)	Determine which Employees or Directors outside the United States are eligible to participate in the Plan;

		(c)	Modify the terms and conditions of any Award granted to Employees or Directors outside the United States to comply with applicable foreign laws;

		(d)	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals; and

		(e)	Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 14.8 by the Committee shall be attached to this Plan document as appendices.

14.9 Rights as a Shareholder. Except as otherwise provided herein or in the applicable Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

14.10 Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

14.11 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Subsidiaries or Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other Person. To the extent that any Person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

14.12 No Constraint on Corporate Action. Nothing in the Plan shall be construed to (a) limit, impair, or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, or (b) limit the right or power of the Company to take any action which such entity deems to be necessary or appropriate.

14.13 Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

14.14 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

14.15 Waiver of Certain Claims . By participating in the Plan, the Participant waives all and any rights to compensation or damages in consequence of the termination of his or her office or Service with the Company, any Subsidiary or Affiliate for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from his or her ceasing

to have rights under the Plan as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan, any determination by the Board or Committee pursuant to a discretion contained in the Plan or any Award Agreement or the provisions of any statute or law relating to taxation.

14.16 Data Protection . By participating in the Plan, the Participant consents to the collection, processing, transmission and storage by the Company in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Plan. The Company may share such information with any Subsidiary or Affiliate, the trustee of any employee benefit trust, its registrars, trustees, brokers, other third party administrator or any Person who obtains control of the Company or acquires the company, undertaking or part-undertaking which employs the Participant, wherever situated.

14.17 Effective Date. The Plan shall be effective as of the date of adoption by the Board, which date is set forth below (the “ Effective Date ”).

14.18 Shareholder Approval . The Plan will be submitted for approval by the shareholders of the Company at an annual meeting or any special meeting of shareholders of the Company within twelve (12) months of the Effective Date. Any Awards granted under the Plan prior to such approval of shareholders shall be effective as of the date of grant, but no such Award may be exercised or settled and no restrictions relating to any Award may lapse prior to such shareholder approval, and if shareholders fail to approve the Plan as specified hereunder, the Plan and any Award shall be terminated and cancelled without consideration.

* * *

This Plan was duly adopted and approved by the Board of Directors of the Company by resolution at a meeting held on the 1st day of February, 2013.