Exhibit 2.3

FORM OF

TAX MATTERS AGREEMENT

BY AND BETWEEN

HEWLETT-PACKARD COMPANY

AND

HEWLETT-PACKARD ENTERPRISE COMPANY

[    ], 2015

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into by and between Hewlett-Packard Company, a Delaware corporation (“ HP ”), and Hewlett-Packard Enterprise Company, a Delaware corporation and wholly owned subsidiary of HP (“ Enterprise ”) (HP and Enterprise are sometimes collectively referred to herein as the “ Companies ” and, as the context requires, individually referred to herein as the “ Company ”).

RECITALS

WHEREAS, the Board of Directors of HP has determined that it is in the best interests of HP and its shareholders to separate the Enterprise Business from the HPI Business and to create a new publicly traded company to operate the Enterprise Business;

WHEREAS, the Board of Directors of HP and the Board of Directors of Enterprise have approved the transfer of the Enterprise Assets to Enterprise and its Affiliates and the assumption by Enterprise and its Affiliates of the Enterprise Liabilities, all as more fully described in the Separation and Distribution Agreement by and between HP and Enterprise (the “ Separation and Distribution Agreement ”) and the other Transaction Documents;

WHEREAS, the Board of Directors of HP has further preliminarily approved the distribution to the holders of the issued and outstanding common shares, $0.01 par value, of HP (the “ HP Common Shares ”) as of the close of business on the Record Date, by means of a pro rata distribution, of all of the issued and outstanding shares of the common stock, $0.01 par value, of Enterprise (the “ Enterprise Common Stock ”), other than any such shares to be exchanged pursuant to the Subsidiary Stock Exchange, on the basis of [*] shares of Enterprise Common Stock for every one (1) HP Common Share (the “ Distribution ”), subject to final approval of the Board of Directors of HP;

WHEREAS, for U.S. federal income tax purposes, the Contribution and the Distribution, taken together (and, together with the Subsidiary Stock Exchange), are intended to qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code;

WHEREAS, it is the intention of the Companies that the distribution (and exchange) of Enterprise Common Stock to the stockholders of HP, except for cash received in lieu of any fractional shares, will qualify as tax-free under Section 355(a) of the Code to such stockholders and as tax-free to HP under Section 361(c) of the Code; and

WHEREAS, in connection with the Contribution and Distribution, the Companies desire to set forth their agreement with respect to tax matters for taxable periods prior to and including the Distribution Date.

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

Section  1. Definition of Terms .    For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation and Distribution Agreement:

“ $25,000,000 Threshold ” has the meaning set forth in Section 2.02 of this Agreement.

“ Active Business ” means the business conducted by each of the Active Business Entities (as defined herein) as of the Distribution Date.

“ Active Business Entities ” means Hewlett-Packard Singapore (Private) Limited, Hewlett-Packard Taiwan Limited, Hewlett-Packard Globalsoft Private Limited, Hewlett-Packard Berlin BV, Hewlett-Packard Globalsoft Private Limited, Global E-Business Operations Private Limited and Printing Systems India Private Limited.

“ Acting Party ” has the meaning set forth in Section 7.01 of this Agreement.

“ Affiliate ” means any entity that is directly or indirectly “controlled” by either the person in question or an Affiliate of such person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. The term Affiliate shall refer to Affiliates of a person as determined immediately after the Distribution.

“ Agreement ” means this Tax Matters Agreement.

“ Assets ” has the meaning set forth in the Separation and Distribution Agreement.

“ BLP1 ” means [Hewlett-Packard Bermuda Enterprises LP]

“ BLP3 ” means [Phoenix Holding LP]

“ BLP1/BLP3 Separation Agreement ” means [the separation agreement by and between BLP1 and BLP3 dated [    ], 2015]

“ BLP1/BLP3 Taxes ” means Taxes allocated between BLP1 and BLP3 in Article/Section [    ] of the BLP1/BLP3 Separation Agreement.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which banks are required to be closed in New York, New York.

“ Capital Stock ” means all classes or series of capital stock of a Company, including (i) common stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in the Company for U.S. federal income tax purposes.

“ Claiming Party ” has the meaning set forth in Section 3.07(a) of this Agreement.

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

“ Companies ” and “ Company ” shall have the meaning provided in the first sentence of this Agreement.

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“ Contribution ” has the meaning set forth in the Separation and Distribution Agreement.

“ Controlling Party ” shall have the meaning set forth in Section 10.02(b) of this Agreement.

“ Correlative Detriment ” has the meaning set forth in Section 3.07(a) of this Agreement.

“ Dispute ” shall have the meaning set forth in Section 14.01 of this Agreement.

“ Distribution ” has the meaning set forth in the Recitals.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Taxes ” means any and all Taxes (a) required to be paid by or imposed on a Company or any of its Affiliates resulting from, or directly arising in connection with, the failure of the Contribution and Distribution (together with the Subsidiary Stock Exchange), taken together, to qualify as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code (or the failure to qualify under or the application of corresponding provisions of the Tax Laws of other jurisdictions); (b) required to be paid by or imposed on a Company or any of its Affiliates resulting from, or directly arising in connection with, the failure of the stock distributed in the Distribution or the Subsidiary Stock Exchange to constitute “qualified property” for purposes of Sections 355(d), 355(e) and Section 361(c) of the Code (or any corresponding provision of the Tax Laws of other jurisdictions); (c) required to be paid by or imposed on a Company or any of its Affiliates resulting from the failure of any Separation Transaction to qualify for the intended treatment as tax-free or tax-deferred, in whole or in part.

“ Distribution Tax-Related Losses ” shall mean (a) all Distribution Taxes imposed pursuant to any Final Determination; (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes; and (c) all reasonable costs and expenses and all damages associated with shareholder litigation or controversies and any amount paid by any member of the HP Group or member of the Enterprise Group in respect of the liability of shareholders, whether paid to shareholder or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to qualify for intended treatment as tax-free or tax-deferred, in whole or in part.

“ Due Date ” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed with or Taxes are required to be paid to a Tax Authority, whichever is applicable.

“ E Munich ” means Gatrium Holding BV.

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Employee Matters Agreement ” means the Employee Matters Agreement by and between HP and Enterprise dated as of [    ], 2015.

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“ Employment Tax ” means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

“ Enterprise ” shall have the meaning provided in the first sentence of this Agreement.

“ Enterprise Adjustment ” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent Enterprise would be solely responsible for any resulting Tax under this Agreement or the Foreign Separation Agreements or solely entitled to receive any resulting Tax Benefit under this Agreement or the Foreign Separation Agreements.

“ Enterprise Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Enterprise Common Stock ” has the meaning set forth in the Recitals.

“ Enterprise Full Taxpayer ” means the assumption that each relevant member of the Enterprise Group (a) is subject to the highest marginal regular statutory income Tax rate, (b) has sufficient taxable income to permit the realization or receipt of the relevant Tax Benefit at the earliest possible time, (c) will not utilize any Tax Attribute other than a Tax Attribute arising from the adjustment at issue, and (d) is not subject to the alternative minimum tax.

“ Enterprise Group ” means Enterprise and its Affiliates, as determined immediately after the Distribution.

“ Enterprise Single Business Tax Return ” means any Tax Return including any consolidated, combined or unitary Tax Return, that includes assets or activities relating only to the Enterprise Business.

“ Enterprise Tainting Act ” has the meaning set forth in Section 7.02(b) of this Agreement.

“ Fifty-Percent or Greater Interest ” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as he case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (e) by a final

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settlement resulting from a treaty-based competent authority determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“ Foreign Separation Agreements ” means the BLP1/BLP3 Separation Agreement and the Munich/E Munich Separation Agreement.

“ Foreign Taxes ” means BLP1/BLP3 Taxes and Munich/E Munich Taxes.

“ Group ” means the HP Group or the Enterprise Group, or both, as the context requires.

“ HP ” shall have the meaning provided in the first sentence of this Agreement.

“ HP Adjustment ” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent HP would be solely responsible for any resulting Tax under this Agreement or the Foreign Separation Agreements or solely entitled to receive any resulting Tax Benefit under this Agreement or the Foreign Separation Agreements.

“ HPI Business ” shall have the meaning provided in the Separation and Distribution Agreement.

“ HP Common Shares ” shall have the meaning provided in the Recitals.

“ HP Full Taxpayer ” means the assumption that each relevant member of the HP Group (a) is subject to the highest marginal regular statutory income Tax rate, (b) has sufficient taxable income to permit the realization or receipt of the relevant Tax Benefit at the earliest possible time, (c) will not utilize any Tax Attribute other than a Tax Attribute arising from the adjustment at issue, and (d) is not subject to the alternative minimum tax.

“ HP Group ” means HP and its Affiliates, excluding any entity that is a member of the Enterprise Group.

“ HP Single Business Tax Return ” means any Tax Return including any consolidated, combined or unitary Tax Return, that includes assets or activities relating only to the HPI Business.

“ HP Tainting Act ” has the meaning set forth in Section 7.02(a) of this Agreement.

“ Income Taxes ” mean:

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“ Income Tax Returns ” mean all Tax Returns that relate to Income Taxes.

“ IRS ” means the United States Internal Revenue Service.

“ Joint Adjustment ” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest which is neither an Enterprise Adjustment nor an HP Adjustment.

“ Law ” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law), or any income tax treaty.

“ Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

“ Mixed Business Tax Return ” means any Tax Return including any consolidated, combined or unitary Tax Return, that relates to at least one asset or activity that is part of the HPI Business, on the one hand, and at least one asset or activity that is part of the Enterprise Business, on the other hand.

“ Munich ” means Hewlett-Packard Munich BV.

“ Munich/E Munich Separation Agreement ” means [the separation agreement by and between Munich and E Munich dated [    ], 2015].

“ Munich/E Munich Taxes ” means Taxes allocated between Munich and E Munich in Article/Section [    ] of the Munich Separation Agreement.

“ Net PTE Tax Payments ” shall mean, for a given Company, with respect to a particular pool of PTE, the amount of Taxes payable by a Company to a Taxing Authority with respect to the subpart F inclusion giving rise to such PTE (calculated using the assumptions set forth under HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be), increased by any amounts payable by such Company to the other Company pursuant to Section 2.03 of this Agreement with respect to the subpart F inclusion giving rise to such PTE or pursuant to Section 5.01(a) of this Agreement with respect to such PTE, reduced by any amounts receivable by such Company from the other Company pursuant to Section 2.03 of this Agreement with respect to the subpart F inclusion giving rise to such PTE or pursuant to Section 5.01(a) of this Agreement with respect to such PTE.

“ Net Receivable Tax Payments ” shall mean, for a given Company, with respect to a particular receivable described in Section 5.01(a)(ii), the amount of Taxes payable by a Company to a Taxing Authority with respect to the Tax Item giving rise to such receivable

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(calculated using the assumptions set forth under HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be), increased by any amounts payable by such Company to the other Company pursuant to Section 2.03 of this Agreement with respect to the Tax Item giving rise to such receivable or pursuant to Section 5.01(a) of this Agreement with respect to such receivable, reduced by any amounts receivable by such Company from the other Company pursuant to Section 2.03 of this Agreement with respect to the Tax Item giving rise to such receivable or pursuant to Section 5.01(a) of this Agreement with respect to such receivable.

“ Non-Acting Party ” has the meaning set forth in Section 7.01 of this Agreement.

“ Non-Controlling Party ” shall have the meaning set forth in Section 10.02(c) of this Agreement.

“ Past Practices ” shall have the meaning set forth in Section 3.04(a) of this Agreement.

“ Payment Date ” means (i) with respect to any HP federal consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“ Payor ” shall have the meaning set forth in Section 4.03 of this Agreement.

“ Pension Contribution ” means any contribution or other payment of any kind made by HP pursuant to its obligations with respect to the U.S. Pension Plans. 

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Distribution Date.

“ Post-Distribution Ruling ” has the meaning set forth in Section 7.01 of this Agreement.

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

“ Preliminary Tax Advisor ” has the meaning set forth in Section 14.03 of this Agreement.

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“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Company management or shareholders, is a hostile acquisition, or otherwise, as a result of which a Company would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from a Company and/or one or more holders of outstanding shares of Capital Stock, a number of shares of Capital Stock that would, when combined with any other changes in ownership of Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise forty percent (40%) or more of (A) the value of all outstanding shares of stock of the Company as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of the Company as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by a Company of a shareholder rights plan or (B) issuances by a Company that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“ PTE ” shall have the meaning set forth in Section 5.01(a) of this Agreement.

“ Record Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Refund ” means any refund of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to future Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided , however , the amount of the refund of Taxes shall be net of any Taxes imposed by any Tax Authority on the receipt of the refund.

“ Remaining PTE Value ” shall mean, for a given Company, with respect to a particular pool of PTE described in Section 5.01(a), (i) the gross amount of such PTE created in the foreign Affiliates of such Company reduced by the Net PTE Tax Payments of such Company calculated with respect to such pool of PTE, multiplied by (ii) fifty-seven percent (57%), and multiplied by (iii) the highest marginal U.S. statutory corporate income tax rate at the time of the creation of such pool of PTE.

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“ Remaining Receivable Value ” shall mean, for a given Company, with respect to a particular receivable described in Section 5.01(a)(ii), (i) the gross amount of such receivable held by such Company reduced by the Net Receivable Tax Payments of such Company calculated with respect to such receivable, multiplied by (ii) fifty-seven percent (57%), and multiplied by (iii) the highest marginal U.S. statutory corporate income tax rate at the time of the creation of such receivable.

“ Required Party ” shall have the meaning set forth in Section 4.03 of this Agreement.

“ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“ Restricted Period ” means the period beginning at the Effective Time and ending on the two-year anniversary of the day after the Distribution Date.

“ Retention Date ” shall have the meaning set forth in Section 9.01 of this Agreement.

“ Ruling ” means a private letter ruling issued by the IRS to HP in connection with the Separation Transactions.

“ Ruling Request ” means any letter filed by HP with the IRS requesting a ruling regarding certain tax consequences of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“ Separation and Distribution Agreement ” shall have the meaning provided in the Recitals.

“ Separation Plan ” means the [reference to final form of deck depicting separation transactions] dated [    ], 2015, attached hereto as Exhibit [    ].

“ Separation Tax ” has the meaning set forth in Section 2.04(a)(i) of this Agreement.

“ Separation Transactions ” means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Enterprise Business form ownership of the HPI Business.

“ Single Business Tax Return ” means any Tax Return including any consolidated, combined or unitary Tax Return, that includes assets or activities relating only to the HPI Business, on the one hand, or the Enterprise Business, on the other (but not both).

“ Straddle Period ” means any Tax Period that begins on or before and ends after the Distribution Date.

“ Subsidiary Stock Exchange ” has the meaning set forth in the Separation and Distribution Agreement.

“ Tainting Act ” has the meaning set forth in Section 7.03 of this Agreement.

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“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing; provided , however , the term “Tax” or “Taxes” shall not include customs duties.

“ Tax Advisor ” means a United States tax counsel or accountant of recognized national standing.

“ Tax Attribute ” shall mean a net operating loss, net capital loss, investment credit, foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Tax Benefit ” means any refund, credit, or other reduction in otherwise required Tax payments (determined on a “with and without” basis assuming the HP Group or Enterprise Group, as the case may be, is a HP Full Taxpayer or an Enterprise Full Taxpayer, respectively).

“ Tax Contest ” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“ Tax-Free Status ” means the qualification of the Contribution and Distribution (together with the Subsidiary Stock Exchange), taken together, (a) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code and (c) as a transaction in which HP, Enterprise and the shareholders of HP recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of HP and Enterprise, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Tax Item ” means any item of income, gain, loss, deduction, expense or credit, or other attribute that may have the effect of increasing or decreasing any Tax. For purposes of the $25,000,000 Threshold, multiple Tax Items arising from the same transaction or series of related transactions or relating to the same underlying Tax or a substantially identical underlying Tax imposed by the same Tax Authority issue shall be aggregated.

“ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax.

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“ Tax Opinions/Rulings ” means the opinions of Tax Advisors and/or the rulings by the IRS deliverable to HP in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“ Tax-Related Losses ” means (i) all federal, state and local Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by HP (or any HP Affiliate) or Enterprise (or any Enterprise Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to qualify for intended treatment as tax-free or tax-deferred, in whole or in part.

“ Tax Return ” or “ Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required to be filed under the Code or other Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Transaction Documents ” has the meaning set forth in the Separation and Distribution Agreement.

“ Transfer Pricing Adjustment ” shall mean any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the HP Group and any member of the Enterprise Group with respect to any Pre- Distribution Period.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“TSA” means the Transition Services Agreement by and between HP and Enterprise dated as of [    ], 2015.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, on which the Companies may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

“U.S. Pension Plans” has the meaning set forth in the Employee Matters Agreement.

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Section 2.    Allocation of Pre-Distribution Period Tax Liabilities.

Section 2.01 General Rule .

(a)    HP Liability . HP shall be liable for, and shall indemnify and hold harmless the Enterprise Group from and against any liability for, Pre-Distribution Period Taxes which are allocated to HP under this Section 2, with such amounts to be calculated on the basis that each member of the Enterprise Group is an Enterprise Full Taxpayer.

(b)    Enterprise Liability . Enterprise shall be liable for, and shall indemnify and hold harmless the HP Group from and against any liability for, Pre-Distribution Period Taxes which are allocated to Enterprise under this Section 2, with such amounts to be calculated on the basis that each member of the HP Group is an HP Full Taxpayer.

Section 2.02    Pre-Distribution Period Taxes Below the $25,000,000 Threshold . Notwithstanding any provision in this Agreement or the Separation and Distribution Agreement to the contrary, except as otherwise provided in Section 2.04 hereof, the Company that is primarily liable (or whose Affiliates are primarily liable) under applicable Tax Law shall be solely liable for any and all Pre-Distribution Period Taxes (including adjustments to such Pre-Distribution Period Taxes) relating to a particular Tax Return of twenty-five million dollars ($25,000,000) or less (the “$ 25,000,000 Threshold ”), calculated by utilizing the assumptions set forth in the description of HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be. For purpose of calculating the $25,000,000 Threshold, Taxes resulting from the adjustments of any single Tax Item in one or more Pre-Distribution Periods for which payments may be required under this Agreement shall be aggregated.

Section 2.03    Allocation of Pre-Distribution Period Tax . Except as provided in Section 2.04, Pre-Distribution Period Taxes shall be allocated as follows:

(a)    Allocation of Pre-Distribution Period Tax Relating to Mixed Business Tax Returns .

(i) With respect to any Mixed Business Tax Return, HP shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) which Taxes are predominantly attributable to the HPI Business;

(ii) With respect to any Mixed Business Tax Return, Enterprise shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) which Taxes are predominantly attributable to the Enterprise Business;

(iii) With respect to any Mixed Business Tax Return, each Company shall be responsible for fifty percent (50%) of any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) which Taxes are not predominantly attributable to either the HPI Business or the Enterprise Business.

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(b)    Allocation Pre-Distribution Period Tax Relating to Single Business Tax Returns .

(i) HP shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any HP Single Business Tax Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods; and

(ii) Enterprise shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any Enterprise Single Business Tax Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(c)    Attribution of Taxes . For purposes of Section 2.03(a), a Tax shall be considered attributable to the HPI Business or the Enterprise Business, as the case may be, to the extent that such Tax would result if such Tax Return were prepared on a separate basis taking into account only the operations and assets of the HPI Business or the Enterprise Business, as the case may be. A Tax shall be considered predominantly attributable to the HPI Business or the Enterprise Business, as the case may be, to the extent that the amount of such Tax attributable to the HPI Business or the Enterprise Business, as the case may be, under this Section 2.03(c) exceeds ninety percent (90%) of the amount of such Tax. For the avoidance of doubt, those Taxes shown on Schedule 2.03(c) shall be considered attributable to the HPI Business or the Enterprise Business to the extent specified therein.

Section 2.04    Certain Transaction and Other Taxes .

(a)    HP Liability . HP shall be liable for, and shall indemnify and hold harmless the Enterprise Group from and against any liability for:

(i) Any Tax imposed by any Tax Authority on any transfer occurring pursuant to the Separation Transactions to the extent that such transfer is not intended to qualify as tax-free or tax-deferred (in whole or in part) pursuant to the Separation Plan (a “ Separation Tax ”) on any member of the HP Group (if such member is primarily liable for such Tax under applicable Tax Law);

(ii) Any increase in a Separation Tax for which a member of the HP Group is primarily liable under applicable Tax Law as a result of a Final Determination if such increase does not exceed five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of HP Full Taxpayer;

(iii) Fifty percent (50%) of any increase in a Separation Tax where such increase exceeds five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be;

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(iv) Any Tax resulting from a breach by HP of any covenant in this Agreement, the Separation and Distribution Agreement or any Transaction Document; and

(v) Any Tax-Related Losses for which HP is responsible pursuant to Section 7.02 of this Agreement.

(b)    Enterprise Liability . Enterprise shall be liable for, and shall indemnify and hold harmless the HP Group from and against any liability for:

(i) Any Separation Tax imposed by any Tax Authority on any member of the Enterprise Group (if such member is primarily liable under applicable Tax Law for such Tax);

(ii) Any increase in a Separation Tax for which a member of the Enterprise Group is primarily liable under applicable Tax Law as a result of a Final Determination if such increase does not exceed five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of Enterprise Full Taxpayer;

(iii) Fifty percent (50%) of any increase in a Separation Tax where such increase exceeds five million dollars ($5,000,000), with any such increase calculated by utilizing the assumptions set forth in the description of HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be;

(iv) Any Tax resulting from a breach by Enterprise of any covenant in this Agreement, the Separation and Distribution Agreement or any Transaction Document; and

(v) Any Tax-Related Losses for which Enterprise is responsible pursuant to Section 7.02 of this Agreement.

Section 2.05    Foreign Taxes . Notwithstanding any provision in this Agreement or the Separation and Distribution Agreement to the contrary, neither HP nor Enterprise shall have any liability under this Section 2 for any Pre-Distribution Period Foreign Taxes. For the avoidance of doubt, the liability for any Pre-Distribution Period Foreign Taxes shall be allocated between BLP1 and BLP3 or Munich and E Munich, as the case may be, as set forth in the Foreign Separation Agreements.

Section 3. Preparation and Filing of Tax Returns .

Section 3.01    General . Tax Returns shall be prepared and filed when due (including extensions) in accordance with this Section 3. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Section 8.

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Section 3.02    HP’s Responsibility . HP has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a)     All Mixed Business Tax Returns for which HP or any of its Affiliates is legally responsible to prepare and file under applicable Law; and

(b)     All HP Single Business Tax Returns.

Section 3.03    Enterprise’s Responsibility . Enterprise shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Enterprise Group other than those Tax Returns which HP is required to prepare and file under Section 3.02. The Tax Returns required to be prepared and filed by Enterprise under this Section 3.03 shall include any Enterprise Single Business Tax Return and any Mixed Business Tax Return for which Enterprise or any of its Affiliates is legally responsible to prepare and file under applicable Law.

Section 3.04    Tax Reporting Practices .

(a)    General Rule . With respect to any Tax Return that either Company has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01 or Section 3.02, for any Pre-Distribution Period or any Straddle Period (or Post-Distribution Period to the extent items reported on such Tax Return might reasonably be expected to affect items as reported on any Tax Return for any Pre-Distribution Period or any Straddle Period), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“ Past Practices ”) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by the Company preparing and filing the Tax Return.

(b)    Reporting of Separation Transactions . The Tax treatment reported on any Tax Return of the Separation Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment of the Separation Transactions reported on any Tax Return for which Enterprise is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by HP or any member of the HP Group or caused or to be caused to be filed by HP, unless there is no reasonable basis for such Tax treatment. In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company twenty (20) Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

Section 3.05    Consolidated or Combined Tax Returns . Enterprise will elect and join and will cause its Affiliates to elect and join, in filing any consolidated, combined or unitary Tax Returns that HP determines are required to be filed or that HP chooses to file pursuant to Section 3.02 with respect to any Pre-Distribution Period. HP will cause its Affiliates to elect and join, in filing any

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consolidated, combined or unitary Tax Returns that Enterprise determines are required to be filed or that Enterprise chooses to file pursuant to Section 3.03 with respect to any Pre-Distribution Period.

Section 3.06    Right to Review Tax Returns .

(a)     Except as otherwise agreed by the Parties, in the case of any material Tax Returns, to the extent not previously filed, no later than thirty (30) days prior to the Due Date of each such Tax Return (reduced to fifteen (15) days for state or local Tax Returns), the Responsible Company shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) to the other Company. The other Company shall have access to any and all data and information necessary for the preparation of all such Tax Returns and the Companies shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than fifteen (15) days after receipt of such Tax Returns (reduced to ten (10) days for state or local Tax Returns), the other Company shall have a right to object to such Tax Return (or items with respect thereto) by written notice to the Responsible Company; such written notice shall contain such disputed item (or items) and the basis for its objection. For purposes of this Section 3.06(a), a Tax Return is “material” with respect to a Company who is not the Responsible Company if it could reasonably be expected to reflect, with respect to such Company, (A) Tax liability equal to or in excess of twenty-five million dollars ($25,000,000), (B) a credit or credits equal to or in excess of twenty-five million dollars ($25,000,000), or (C) a loss or losses equal to or in excess of twenty-five million dollars ($25,000,000).

(b)     With respect to a Tax Return submitted by the Responsible Company to the other Company pursuant to Section 3.06(a), if the other Company does not object by proper written notice described in Section 3.06(a), such Tax Return shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 3.06(b). If a Company does object by proper written notice described in Section 3.06(a), the Companies shall act in good faith to resolve any such dispute as promptly as practicable; provided , however , that, notwithstanding anything to the contrary contained herein, if the Companies have not resolved the disputed item or items by the day five (5) days prior to the Due Date of such Tax Return, such Tax Return shall be filed as prepared pursuant to Section 3.06 (revised to reflect all initially disputed items that the Companies have agreed upon prior to such date).

(c)     In the event a Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 3.06(a) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 14. In the event that the resolution of such disputed item (or items) in accordance with Section 14 with respect to a Tax Return is inconsistent with such Tax Return as filed, the Responsible Company (with cooperation from the other Company) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Tax Return is adjusted as a result of a resolution pursuant to Section 14, proper adjustment shall be made to the amounts previously paid or required to be paid in accordance with Section 4 in a manner that reflects such resolution.

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Section 3.07    Refunds, Carrybacks and Amended Returns .

(a)    Refunds .

(i) Except as set forth on Schedule 3.07(a), each Party (and its Affiliates) (the “ Claiming Party ”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable for hereunder.

(ii) Notwithstanding Section 3.07(a)(i), to the extent a claim for a Refund results in a Correlative Detriment to the other Party (or its Affiliates), any such Refund that is received by the Claiming Party (or its Affiliates) shall, and only to the extent thereof, be paid to the other Party (or its Affiliates) that incurs such Correlative Detriment. A “ Correlative Detriment ” is an increase in a Tax of a Party (or its Affiliates) that occurs as a result of the Tax position that is the basis for a claim for Refund by the Claiming Party or for a Final Determination, utilizing the assumptions set forth in the description of HP Full Taxpayer or Enterprise Full Taxpayer, as the case may be.

(iii) Any Refund or portion thereof to which a Claiming Party is entitled pursuant to this Section 3.07(a) that is received or deemed to have been received as described herein by the other Company (or its Affiliates) shall be paid by such other Company to the Claiming Party in immediately available funds in accordance with Section 4. To the extent a Company (or its Affiliates) applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Tax Authority requires such application in lieu of a Refund) and such Refund, if received, would have been payable by such Party to the Claiming Party pursuant to this Section 3.07(a), such Party shall be deemed to have actually received a Refund to the extent thereof on the date on which the overpayment is applied to reduce Taxes otherwise payable.

(iv) Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim)] a Refund shall be liable for any Taxes that become due and payable as a result of the subsequent adjustment, if any, to the Refund claim.

(b)    Carrybacks .

(i) Each of the Companies shall be permitted (but not required) to carry back (or to cause its Affiliates to carry back) a Tax Attribute realized in a Post-Distribution Period or a Straddle Period to a Pre-Distribution Period or a Straddle Period only if such carryback cannot reasonably result in the other Company (or its Affiliates) being liable for additional Taxes. If a carryback could reasonably result in the other Company (or its Affiliates) being liable for additional Taxes, such carryback shall be permitted only if such Company consents to such carryback.

(ii) Notwithstanding anything to the contrary in this Agreement, any Company that has claimed (or caused one or more of its Affiliates to claim) a Tax Attribute carryback shall be liable for any Taxes that result from such carryback claim or become due and payable as a result of the subsequent adjustment, if any, to the carryback claim.

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(iii) A Company shall be entitled to any Refund that is attributable to, and would not have arisen but for, a carryback of a Tax Attribute by such Company pursuant to the provisions set forth in Section 3.07(b).

(iv) A Company shall be entitled to any Tax Benefit of twenty-five million dollars ($25,000,000) or more actually realized by the other Company or its Affiliates as a result of any carryback of a Tax Attribute by such first Company.

(c)    Amended Tax Returns

(i) Notwithstanding Section 3.01, a Company (or its Affiliates) that is entitled to file an amended Tax Return for a Pre-Distribution Period or a Straddle Period shall be permitted to prepare and file such amended Tax Return at its own cost and expense; provided , however , that such amended Tax Return shall be prepared in a manner (i) consistent with the past practice of the Companies (and their Affiliates) unless otherwise modified by a Final Determination or required by applicable Tax Law; and (ii) consistent with (and the Companies and their Affiliates shall not take any position inconsistent with) the Tax Opinions/Rulings. Notwithstanding anything to contrary contained herein, if such amended Tax Return could reasonably result in the other Company becoming responsible for a payment of Taxes pursuant to Section 4, then such amended Tax Return shall be permitted only if the consent of such other Company is obtained. The consent of such other Company shall be deemed to be obtained in the event that a Company (or its Affiliate) is required by Law to file an amended Tax Return as a result of an adjustment.

(ii) A Company (or its Affiliate) that is entitled to file an amended Tax Return for a Post-Distribution Period shall be permitted to do so without the consent of the other Company.

(iii) A Company that is permitted (or whose Affiliate is permitted) to file an amended Tax Return shall not be relieved of any liability for payments pursuant to this Agreement or the Foreign Separation Agreements notwithstanding that the Company consented to the filing of such amended Tax Return giving rise to such liability.

Section 3.08    Apportionment of Tax Attributes . Except as provided in Schedule 3.08, each Company shall make its own determination as to the existence and the amount of the Tax Attributes to which it or its Affiliates are entitled after the Effective Time; provided , however , that such determination shall be made in a manner that is (a) reasonably consistent with the past practices of the Companies; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; (c) consistent with the Tax Opinions/Rulings; and (d)

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reasonably determined by the Company to minimize the aggregate cash Tax liability of the Companies for all Pre-Distribution Periods and the portion of all Straddle Periods ending on the Distribution Date. Each Company agrees to provide the other Company with all of the information supporting the Tax Attribute determinations made by that Company pursuant to this Section 3.08. The Companies agree to utilize the methodology set forth in Schedule 3.08 for purposes of determining the existence and amount of the Tax Attributes described therein.

Section 4.    Tax Payments .

Section 4.01    Payment of Taxes with Respect to Certain Mixed Business Tax Returns.

(a)      Computation and Payment of Tax Due . At least three (3) Business Days prior to any Payment Date for any such Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 3.04 relating to consistent reporting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date. The Responsible Company shall provide notice to the other Company setting forth such other Company’s responsibility for the amount of Taxes paid to the Tax Authority and provide proof of payment of such Taxes.

(b)      Computation and Payment of Liability With Respect To Tax Due . Within thirty (30) Business Days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if HP is the Responsible Company, then Enterprise shall pay to HP the amount allocable to the Enterprise Group under the provisions of Section 2, and if Enterprise is the Responsible Company, then HP shall pay to Enterprise the amount allocable to the HP Group under the provisions of Section 2, in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment. For the avoidance of doubt, however, the thirty (30) Business Day period described herein shall not commence unless and until the Responsible Company notifies the other Company pursuant to Section 4.01(a) hereof, nor shall interest accrue during any time period where such notification has not been received.

(c)      Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Enterprise Group in accordance with Section 2 and Enterprise shall pay to HP any amount due HP (or HP shall pay Enterprise any amount due Enterprise) under Section 2 within thirty (30) Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or, in an instance where no cash payments is due to a Tax Authority, the date of such Final Determination, or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under

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this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company (or, in an instance where no cash payments is due to a Tax Authority, the date of such Final Determination) to the date of the payment under this Section 4.01(c).

Section 4.02    Payment of Taxes with Respect to Single Business Tax Returns . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Single Business Tax Return.

Section 4.03    Indemnification Payments .

(a)     If any Company (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ Required Party ”) is liable for under this Agreement, the Payor shall provide notice to the Required Party for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within forty-five (45) Business Days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Section 14. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.03.

(b)     Any Tax indemnity payment required to be made by the Required Party pursuant to Section 4 shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other Company pursuant to Section 5. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (or adjustment of such Tax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment.

(c)     All indemnification payments under this Agreement shall be made by HP directly to Enterprise and by Enterprise directly to HP; provided, however , that if the Companies mutually agree with respect to any such indemnification payment, any member of the HP Group, on the one hand, may make such indemnification payment to any member of the Enterprise Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 13.

Section 5. Tax Benefits.

Section 5.01    Tax Benefits .

(a)     If a member of the Enterprise Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the HP Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full

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Taxpayer, respectively), or if a member of the HP Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Enterprise Group is liable hereunder or under the Foreign Separation Agreements and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis, assuming the HP Group or Enterprise Group, as the case may be, is an HP Full Taxpayer or an Enterprise Full Taxpayer, respectively), Enterprise or HP, as the case may be, shall make a payment to the other company within one hundred and twenty (120) Business Days following such realization of the Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 5.01(a). For purposes of Section 5.01, a Company shall be deemed to realize a Tax Benefit relating to—

(i) any previously taxed earnings and profits, as described in Section 959 of the Code (“ PTE ”), at the time of such adjustment in an amount such that the payment made by the Company realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such PTE shall cause (i) the Net PTE Tax Payments of HP less the Remaining PTE Value held by HP to equal (ii) the Net PTE Tax Payments of Enterprise less the Remaining PTE Value held by Enterprise, as shown in Exhibit [] (and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such PTE at any later time);

(ii) any receivable arising pursuant to Section 4.01 of Revenue Procedure 99-32 at the time such receivable is created, in an amount such that the payment made by the Company realizing the Tax Benefit pursuant to this Section 5.01(a) with respect to such receivable shall cause (i) the Net Receivable Tax Payments of HP less the Remaining Receivable Value held by HP to equal (ii) the Net Receivable Tax Payments of Enterprise less the Remaining Receivable Value held by Enterprise (and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such receivable at any later time); and

(iii) any foreign tax credits, as described in Section 902 of the Code, at the time such Company would be eligible to claim a credit under Section 902 of the Code (disregarding any limitations for these purposes) with respect to a pool of earnings and profits including any such foreign tax credits, and shall not, for the avoidance of doubt, be deemed to realize any further Tax Benefits with respect to such foreign tax credits at any later time; provided , however , no Tax Benefit shall be realized (i) to the extent that the statutory tax rate of the legal entity paying such foreign tax (as adjusted to account for any lower rate granted pursuant to a Tax incentive, Tax ruling, Tax holiday or similar arrangement) for the year of such foreign tax is less than fifteen (15) percent, or (ii) to the extent that the Final Determination resulting in such foreign tax credits also produces increased earnings and profits for U.S. federal income tax purposes.

(b)     No later than one hundred and twenty (120) Business Days after a Tax Benefit described in Section 5.01(a) is realized by a member of the HP Group or a member of the Enterprise Group, HP (if a member of the HP Group realizes such Tax Benefit) or Enterprise (if

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a member of the Enterprise Group realizes such Tax Benefit) shall provide the other Company with notice of the amount payable to such other Company by HP or Enterprise pursuant to this Section 5. In the event that HP or Enterprise disagrees with any such calculation described in this Section 5.01(b), HP or Enterprise shall so notify the other Company in writing within thirty (30) Business Days of receiving the written calculation set forth above in this Section 5.01(b). HP and Enterprise shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

(c)     For the avoidance of doubt, this Section 5 shall apply to any adjustment under Section 482 of the Code or any similar provisions by any Tax Authority increasing the amount of payments received or deemed received by (1) any member of the HP Group from any member of the Enterprise Group or (2) any member of the Enterprise Group from any member of the HP Group.

Section 6. Employee Benefits Matters

Section 6.01    HP and Enterprise Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation . Unless otherwise required by applicable Law, solely the member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in Articles 3 and 5 of the Employee Matters Agreement shall be entitled to claim any Income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event.

Section 6.02    Withholding and Reporting . The Company (or its Affiliate) that claims the deduction described in Section 6.01 shall be responsible for all applicable Taxes (including withholding and excise taxes) and shall satisfy, or shall cause to be satisfied, all applicable Tax reporting obligations in respect of the equity awards and other incentive compensation that gives rise to the deduction. The Companies shall cooperate (and shall cause their Affiliates to cooperate) so as to permit the Company (or Affiliate thereof) claiming such deduction described in Section 6.01 to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of a Company (or its Affiliate) claiming the deduction as the withholding and reporting agent if that Company (or any of its Affiliates) is not otherwise required or permitted to withhold or report under applicable Law.

Section 6.03    Allocation of Employment Taxes . Notwithstanding anything contained herein to the contrary, this Agreement, including Section 2 hereof, shall not apply with respect to Employment Taxes. Employment Taxes shall be allocated as provided in the Employee Matters Agreement.

Section 6.04    Pension Deductions . In the event that any member of the Enterprise Group may realize a Tax Benefit arising a result of a Pension Contribution made by a member of the HP Group following the Distribution, Enterprise shall make a payment to HP within one hundred and twenty (120) Business Days following the realization of such Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number

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of days form the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.04. In the event that any member of the HP Group may realize a Tax Benefit arising a result of a Pension Contribution made by a member of the Enterprise Group following the Distribution, HP shall make a payment to Enterprise within one hundred and twenty (120) Business Days following the realization of such Tax Benefit, in an amount equal to such Tax Benefit, plus interest on such amount computed at the Prime Rate based on the number of days form the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.04.

Section 7. Tax-Free Status .

Section 7.01    Restrictions on HP and Enterprise . During the Restricted Period, neither HP nor Enterprise shall:

(a)     enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to HP or Enterprise;

(b)     merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Active Business Entities;

(c)     approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business;

(d)     approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the Active Business Entities;

(e)     sell or otherwise dispose of more than 35 percent of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent of its consolidated gross or net assets of HP, Enterprise or more than 35 percent of the consolidated gross or net assets of any of the Active Business Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the Distribution Date);

(f)     amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of HP or Enterprise stock;

(g)     issue shares of a new class of nonvoting stock or approve or allow HP or Enterprise to issue shares of a new class of nonvoting stock;

(h)     purchase, directly or through any Affiliate, any of its outstanding stock after the Distribution, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30);

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(i)     take any action or fail to take any action, or permit any member of the HP Group or any member of the Enterprise Group to take any action or fail to take any action, that is inconsistent with any representation or covenant made in the Tax Opinions/Rulings or the Ruling Request; or

(j)     take any action or permit any other member of the HP Group or member of the Enterprise Group to take any action (including any transactions with a third-party or any transaction with any Company) that, individually or in the aggregate (taking into account other transactions described in this Section 7.01) would be reasonably likely to adversely affect (A) the Tax-Free Status of the Contribution and Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local or non-U.S. Tax Law as wholly or partially tax-free or tax-deferred (including, but not limited to, those transactions described in any of the Tax Opinions/Rulings received with respect to such Separation Transaction);

provided , however , that HP and Enterprise shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (j) if, prior to taking any such actions, the Party taking the action (the “ Acting Party ”) shall (1) have received a favorable private letter ruling from the IRS, or a ruling from another Tax Authority that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate (a “ Post-Distribution Ruling ”), in form and substance satisfactory to the other Party (the “ Non-Acting Party ”) in its discretion, which discretion shall be reasonably exercised in good faith solely to prevent the imposition on the Non-Acting Party, or responsibility for payment by the Non-Acting Party, of Distribution Taxes (which discretion shall include consideration of the reasonableness of any representations made in connection with such Post-Distribution Ruling) or (2) have received an Unqualified Tax Opinion that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, in form and substance satisfactory to the Non-Acting Party (including any representations or assumptions that may be included in such Unqualified Tax Opinion), acting reasonably and in good faith solely to prevent the imposition on the Non-Acting Party, or responsibility for payment by the Non-Acting Party, of Distribution Taxes. The Acting Party shall provide a copy of the Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraph to the Non-Acting Party as soon as practicable prior to taking or failing to take any action set forth in the foregoing clause (a) through (j). The Non-Acting Party’s evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Acting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the Non-Acting Party for all reasonable out-of-pocket costs and expenses that the Non-Acting Party may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

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Section 7.02    Liability for Distribution Tax-Related Losses . In the event that Distribution Taxes become due and payable to a Tax Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(a)     if such Distribution Taxes are attributable to a Tainting Act, as defined in Section 7.03, of any member of the HP Group (an “ HP Tainting Act ”), then HP shall be responsible for any Distribution Tax-Related Losses;

(b)     if such Distribution Taxes are attributable to a Tainting Act, as defined in Section 7.03, of any member of the Enterprise Group (an “ Enterprise Tainting Act ”), then Enterprise shall be responsible for any Distribution Tax-Related Losses;

(c)     if such Distribution Taxes are attributable to both a HP Tainting Act and an Enterprise Tainting Act, then responsibility for such Distribution Tax-Related Losses shall be shared by HP and Enterprise according to relative fault (provided, however, that in the event that Distribution Tax-Related Losses may result both from an action of or with respect to one Company described in Section 7.03(b) and an action of with respect to the other Company not described in Section 7.03(b), the Company undertaking the action described in Section 7.03(b) or with respect to whom such action is undertaken shall bear sole responsibility); and

(d)     if such Distribution Taxes are not attributable to a HP Tainting Act or an Enterprise Tainting Act, then responsibility for such Distribution Tax-Related Losses shall be shared fifty percent (50%) by HP and fifty percent (50%) by Enterprise.

Section 7.03    Definition of Tainting Act . For purposes of this Agreement, a Tainting Act is:

(a)     any act, or failure or omission to act, by any Company (or any of its Affiliates) following the Distribution that results in any Company (or any of its Affiliates) being responsible for such Distribution Taxes pursuant to a Final Determination, regardless of whether such act or failure to act (i) is covered by a Post-Distribution Ruling or Unqualified Tax Opinion, or (ii) occurs during or after the Restricted Period; or

(b)     the direct or indirect acquisition of all or a portion of the stock of any Company (or any transaction or series of related transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any Person, including pursuant to an issuance of stock by any Company.

Section 8. Cooperation and Reliance.

Section 8.01    Assistance and Cooperation.

(a)     The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii)

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examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the HP Group, on the one hand, or a member of the Enterprise Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.

(b)     Any information or documents provided under this Section 8 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall be required to provide the other Company or any Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any Company or its Affiliates be required to provide the other Company, any of the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that a Company determines that the provision of any information to the other Company or an Affiliate of the other Company could be commercially detrimental, violate any Law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 in a manner that avoids any such harm or consequence.

Section 8.02    Income Tax Return Information . Enterprise and HP acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by HP or Enterprise pursuant to Section 8.01 or this Section 8.02. Enterprise and HP acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by HP or Enterprise could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

Section 8.03    Reliance by HP . If any member of the Enterprise Group supplies information to a member of the HP Group in connection with a Tax liability and an officer of a member of the HP Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the HP Group identifying the information being so relied upon, the chief financial officer of Enterprise (or any officer of Enterprise as designated by the chief financial officer of Enterprise) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

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Section 8.04    Reliance by Enterprise . If any member of the HP Group supplies information to a member of the Enterprise Group in connection with a Tax liability and an officer of a member of the Enterprise Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Enterprise Group identifying the information being so relied upon, the chief financial officer of HP (or any officer of HP as designated by the chief financial officer of HP) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8.05    Nonperformance . If a Company (or any of its Affiliates) fails to comply with any of its obligations set forth in this Section 8 upon reasonable request and notice by the other Company (or any of its Affiliates) and such failure results in the imposition of additional Taxes, the nonperforming party shall be liable in full for such additional Taxes.

Section 8.06    Costs . Each Company shall devote the personnel and resources necessary in order to carry out this Section 8 and shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Each Company shall carry out its responsibilities under this Section 8 charging to the other only the out-of-pocket costs actually incurred or as otherwise provided in the TSA.

Section 9. Tax Records .

Section 9.01    Retention of Tax Records . Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and HP shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon 90 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 90 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system upon 90 Business Days’ prior notice to the other Company and the other Company shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

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Section 9.02    Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement (or Tax items under the Foreign Separation Agreements).

Section 10. Tax Contests .

Section 10.01    Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for which it is indemnified by the other Company hereunder or under the Foreign Separation Agreements. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is entitled to indemnification hereunder or under the Foreign Separation Agreements and such party fails to give the indemnifying party prompt notice of such asserted Tax liability and the indemnifying party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for such Tax liability or any other Taxes arising from such failure, and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement or the Foreign Separation Agreements shall be reduced by the amount of such detriment.

Section 10.02 Control of Tax Contests .

(a)    Controlling Party . In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under applicable Law to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest.

(b)    Settlement Rights . The Controlling Party must obtain the prior consent of the Non-Controlling Party prior to contesting, litigating, compromising or settling any Tax Contest related to an adjustment which the Non-Controlling Party may reasonably be

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expected to become liable to make any indemnification payment under Section 4 (or any payment under Section 5). Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment under Section 4 (or any payment under Section 5 ) to the Controlling Party under this Agreement or under the Foreign Separation Agreements: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party (including, without limitation, regarding the use of outside advisors to assist with the Tax Contest) and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement or the Foreign Separation Agreements except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 10.02(a) or (b), “ Controlling Party ” means the Company entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means the other Company.

(c)    Tax Contest Participation . Unless waived by the parties in writing, the Controlling Party shall provide the Non- Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 5 ) to the Controlling Party under this Agreement or under the Foreign Separation Agreements. The failure of the Controlling Party to provide any notice specified in this Section 10.02(c) to the Non- Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement or the Foreign Separation Agreements except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(d)    Power of Attorney . Each member of the Enterprise Group shall execute and deliver to HP (or such member of the HP Group as HP shall designate) any power of attorney or other similar document reasonably requested by HP (or such designee) in connection with any Tax Contest (as to which HP is the Controlling Party) described in this Section 10 . Each member

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of the HP Group shall execute and deliver to Enterprise (or such member of the Enterprise Group as Enterprise shall designate) any power of attorney or other similar document requested by Enterprise (or such designee) in connection with any Tax Contest (as to which Enterprise is the Controlling Party) described in this Section 10 .

(e)    Costs . All external out-of-pocket costs and expenses that are incurred by the Controlling Party with respect to a Tax Contest related to an adjustment which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment under Section 4 (or any payment under Section 5) shall be shared by the Companies according to each Company’s relative share of the potential Tax liability with respect to the Tax Contest as determined under this Agreement or the Foreign Separation Agreements; provided , however, that a Non-Controlling Party shall not be liable for fees payable to outside advisors to the extent that the Controlling Party failed to consult with the Non-Controlling Party pursuant to Section 10.02(b) hereof. If the Controlling Party incurs out-of-pocket costs and expenses to be shared under this Section 10.02(e) during a fiscal quarter, such Controlling Party shall provide notice to the Non-Controlling Party within thirty (30) days after the end of such fiscal quarter for the amount due from such Non-Controlling Party pursuant to this Section 10.02(e), describing in reasonable detail the particulars relating thereto. Such Non-Controlling Party shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Non-Controlling Party disputes the amount it is liable for under this Section 10.02(e), the Non-Controlling Party shall reimburse the Controlling Party within forty-five (45) Business Days of delivery by the Controlling Party of the notice described above. To the extent the Non-Controlling Party does not agree with the amount the Controlling Party claims the Non-Controlling Party is liable for under this Section 10.02(e), the dispute shall be resolved in accordance with Section 14. Any reimbursement shall include interest computed at the Prime Rate based on the number of days from the end of the relevant fiscal quarter to the date of reimbursement under this Section 10.02(e). During the first month of each fiscal quarter in which it expects to incur costs for which reimbursement may be sought under this Section 10.02(e), the Controlling Party will provide the Non-Controlling Party with a good faith estimate of such costs.

Section 11.    Effective Date; Termination of Prior Intercompany Tax Allocation Agreements . This Agreement shall be effective as of the date hereof. As of the date hereof, (i) all prior intercompany Tax allocation agreements or arrangements shall be terminated, and (ii) amounts due under such agreements as of the date hereof shall be settled as of the date hereof. Upon such termination and settlement, no further payments by or to HP or by or to Enterprise, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided that to the extent appropriate, as determined by HP, payments made pursuant to such agreements shall be credited to Enterprise or HP, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Section 12.    Survival of Obligations . The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

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Section 13. Treatment of Payments; Tax Gross Up .

Section 13.01    Treatment of Tax Indemnity and Tax Benefit Payments . In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

(a)     any Tax indemnity payments made by a Company under Section 4 shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability, and

(b)     any Tax Benefit payments made by a Company under Section 5, shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability.

Section 13.02    Tax Gross Up . If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Foreign Separation Agreements (disregarding for these purposes any such adjustment which arises solely as a result of a failure of the recipient Company to distribute such payment in the manner described in Section 361(b)(1)(A)) such payment shall be appropriately adjusted so that the amount of such payment, reduced by fifty percent (50%) of the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement; provided , however , that to the extent such Tax indemnity payment is made as a result of a Company’s breach of any covenant in this Agreement, the Separation and Distribution Agreement or any Transaction Document or as a result of a Distribution Tax-Related Loss for which a Company is solely responsible under Section 7, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.

Section 13.03    Interest Under This Agreement . Anything herein to the contrary notwithstanding, to the extent one Company (“ Indemnitor ”) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

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Section 14.    Disagreements .

Section 14.01    Discussion . The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement or the Foreign Separation Agreements, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “ Dispute ”) between any member of the HP Group and any member of the Enterprise Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder or under the Foreign Separation Agreements (to the extent related to Taxes), the Tax departments of the Companies shall negotiate in good faith to resolve the Dispute.

Section 14.02    Escalation . If such good faith negotiations do not resolve the Dispute, then the matter, upon written request of either Company, will be referred for resolution to representatives of the parties at a senior level of management of the parties pursuant to the procedures set forth in Article VIII of the Separation and Distribution Agreement.

Section 14.03    Referral to Tax Advisor for Computational Disputes . Notwithstanding anything to the contrary in Section 14, with respect to any Dispute involving computational matters, if the Companies are not able to resolve the Dispute through the discussion process set forth in Section 14.01, then the Companies shall not refer the dispute to the escalation process set forth in Section 14.02, but rather the Dispute will be referred to a Tax Advisor acceptable to each of the Companies to act as an arbitrator in order to resolve the Dispute. In the event that the Companies are unable to agree upon a Tax Advisor within fifteen (15) Business Days following the completion of the discussion process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a “ Preliminary Tax Advisor ”), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Dispute as soon as practical, but in any event no later than thirty (30) Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. Each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor (and the Preliminary Tax Advisors, if any). All fees and expenses of the Tax Advisor (and the Preliminary Tax Advisors, if any) in connection with such referral shall be shared equally by the Companies.

Section 14.04    Injunctive Relief . Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute

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through the process set forth above could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, HP and Enterprise are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of HP and Enterprise will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 14.

Section 15.    Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 15 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 15 or the interest rate provided under such other provision.

Section 16.    Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 17.    General Provisions .

Section 17.01    Notices . All notices, requests, claims, demands and other communications under this Agreement 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 17.01):

A party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other parties.

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Section 17.02    Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

Section 17.03    Waiver . The parties may waive a provision of this Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 17.04    Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

Section 17.05    Authority . Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 17.06    Further Action . The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10.

Section 17.07    Integration . This Agreement, together with each of the exhibits and schedules appended hereto and (where relevant) the Foreign Separation Agreements, constitutes the final agreement between the parties, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the parties with respect to the matters contained herein are superseded by this Agreement, as applicable. In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

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Section 17.08    Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) 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; (b) references to the terms “Section,” “paragraph,” “clause,” “Exhibit” and “Schedule” are references to the Sections, paragraphs, clauses, Exhibits and Schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) unless the context requires otherwise, references to “party” shall mean HP or Enterprise, as appropriate, and references to “parties” shall mean HP and Enterprise; (i) provisions shall apply, when appropriate, to successive events and transactions; (j) 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; (k) HP and Enterprise 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 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 (l) a reference to any Person includes such Person’s successors and permitted assigns.

Section 17.09    No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 17.10    Counterparts . This Agreement may be executed in one (1) or more counterparts, and by each party 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.

Section 17.11    Governing Law . This Agreement and shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof.

Section 17.12    Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (i) agrees that any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, (ii) waives any claims of forum non conveniens and agrees to submit to the jurisdiction of such courts and (iii) agrees that service of

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any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 17.01 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts.

Section 17.13    Amendment . No provision of this Agreement (except as otherwise provided therein) may be amended or modified except by a written instrument signed by each of the parties hereto or thereto, as applicable.

Section 17.14    HP or Enterprise Affiliates . If, at any time, HP or Enterprise acquires or creates one or more Affiliates that are includable in the HP Group or Enterprise Group, as the case may be, they shall be subject to this Agreement and all references to the HP Group or Enterprise Group, as the case may be, herein shall thereafter include a reference to such Affiliates.

Section 17.15    Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including but not limited to any successor of HP or Enterprise succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 17.16    Injunctions . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

[Signature Page to Tax Matters Agreement]

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Exhibit 2.4

FORM OF

EMPLOYEE MATTERS AGREEMENT

by and between

HELWETT-PACKARD COMPANY

and

HEWLETT PACKARD ENTERPRISE COMPANY

Dated as of [ ● ], 2015

TABLE OF CONTENTS

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EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “ Agreement ”), dated as of [●], 2015, with effect as of the Effective Time, is entered into by and between Hewlett-Packard Company, a Delaware corporation (“ HP ”), and Hewlett Packard Enterprise Company, a Delaware corporation (“ Enterprise ,” and together with HP, the “ Parties ”).

RECITALS :

WHEREAS, HP and Enterprise have entered into a Separation and Distribution Agreement pursuant to which the Parties have set out the terms on which, and the conditions subject to which, they wish to implement the Separation (as defined in the Separation Agreement) (such agreement, as amended, restated or modified from time to time, the “ Separation Agreement ”).

WHEREAS, in connection therewith, HP and Enterprise have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and certain employment matters.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise defined in this Agreement, capitalized words and expressions and variations thereof used in this Agreement or in its Schedules have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Separation Agreement.

1.1 “ Action ” has the meaning given to that term in the Separation Agreement.

1.2 “ Affiliate ” has the meaning given to that term in the Separation Agreement.

1.3 “ Agreement ” means this Employee Matters Agreement, including all the Schedules hereto and has the meaning set forth in the preamble to this Agreement.

1.4 “ Approved Leave of Absence ” means an absence from active service pursuant to an approved leave.

1.5 “ Auditing Party ” has the meaning set forth in Section 6.4(a).

1.6 “ Benefit Plan ” means, with respect to an entity or any of its Subsidiaries, (a) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and all other employee benefits arrangements, policies or payroll practices (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical or life)

sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), occupational pension plans or arrangements or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, “Benefit Plans” includes Health and Welfare Plans and Executive Benefit Plans. When immediately preceded by “HP,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by HP or an HPI Entity or any Benefit Plan with respect to which HP or an HPI Entity is a party. When immediately preceded by “Enterprise,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Enterprise or any Enterprise Entity or any Benefit Plan with respect to which Enterprise or an Enterprise Entity is a party.

1.7 “ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code § 4980B and ERISA §§ 601 through 608.

1.8 “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision.

1.9 “ Delayed Transfer Employee ” means each Enterprise Employee who was identified to transfer to the HPI Group through the OD&S process, but who, as of 12:01 am local time on the Operational Separation Date, is either actively employed by, or then on Approved Leave of Absence or Garden Leave from, either (a) IN30 or (b) INA5.

1.10 “ Demerger ” means the demerger of IN30 from the Enterprise Group.

1.11 “ Destination LOA Employee ” means an HPI Destination LOA Employee or an Enterprise Destination LOA Employee, as applicable.

1.12 “ DEU Account ” means (a) when immediately preceded by “HP,” an account consisting of dividend equivalent units relating to HP Common Shares granted under an HP Stock Plan or (b) when immediately preceded by “Enterprise,” an account consisting of dividend equivalent units relating to shares of Enterprise Common Stock granted under the Enterprise Stock Plan.

1.13 “ Distribution Date ” has the meaning given to that term in the Separation Agreement.

1.14 “ Effective Time ” has the meaning given to that term in the Separation Agreement.

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

1.16 “ Enterprise 401(k) Plan ” means the 401(k) plan established by Enterprise, as in effect on the date of this Agreement.

1.17 “ Enterprise 401(k) Plan Trust ” means a trust relating to the Enterprise 401(k) Plan intended to qualify under Section 401(a) and be exempt under Section 501(a) of the Code.

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1.18 “ Enterprise Business ” has the meaning given to that term in the Separation Agreement.

1.19 “ Enterprise Common Stock ” has the meaning given to that term in the Separation Agreement.

1.20 “ Enterprise Destination LOA Employee ” means an HPI Employee who:

(a) was on Approved Leave of Absence from an HPI Entity as of the Operational Separation Date,

(b) was allocated to the Enterprise Group pursuant to the OD&S Process,

(c) did not transfer to an Enterprise Entity as of the Operational Separation Date, and

(d) returns to active employment (i) before the LOA Return Deadline or (ii) under circumstances in which applicable Law requires an Enterprise Entity to offer employment to such HPI Employee.

1.21 “ Enterprise Employee ” means any individual (a) who, as of 12:01 am local time on the Operational Separation Date, is either actively employed by, or on Approved Leave of Absence or Garden Leave from, an Enterprise Entity, (b) who transfers from an HPI Entity to an Enterprise Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date or (c) who is hired by any Enterprise Entity after 12:01 am local time on the Operational Separation Date; provided, however, that Enterprise Employee will not include any individual who transfers to an HPI Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date.

1.22 “ Enterprise Entities ” means the members of the Enterprise Group.

1.23 “ Enterprise Equity Awards ” means the Enterprise Options, Enterprise RSU Awards, Enterprise PARSU Awards, Enterprise DEU Accounts and Enterprise SARs.

1.24 “ Enterprise ESPP ” means the employee stock purchase plan to be established by Enterprise, effective immediately prior to the Effective Time, as described in Article V.

1.25 “ Enterprise Executive Benefit Plans ” means the executive benefit and nonqualified compensation plans, programs, and arrangements established, sponsored, maintained, or agreed upon, by any Enterprise Entity for the benefit of employees and former employees of any Enterprise Entity before the Operational Separation Date.

1.26 “ Enterprise Executive DC Plan ” means the Enterprise executive deferred compensation plan, effective as of the Distribution Date, as described in Article V.

1.27 “ Enterprise Group ” has the meaning given to that term in the Separation Agreement.

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1.28 “ Enterprise HRC Committee ” has the meaning set forth in Section 5.2(b).

1.29 “ Enterprise Incentive Plans ” means the cash-based annual or other short-term incentive plans of Enterprise or any Enterprise Entity, all as in effect as of the time relevant to the applicable provisions of this Agreement.

1.30 “ Enterprise Non-Employee Director ” means each member of the Enterprise Board of Directors as of immediately after the Effective Time who is not an Enterprise Employee.

1.31 “ Enterprise Ratio ” means the quotient obtained by dividing (a) the HP Stock Value by (b) the Enterprise Stock Value, carried out to six decimal places.

1.32 “ Enterprise Stock Plan ” means the compensatory equity plan to be established by Enterprise, effective no later than immediately prior to the Distribution Date, in connection with the treatment of HP Equity Awards as described in Article V.

1.33 “ Enterprise Stock Value ” means the opening per-share price of Enterprise Common Stock on the New York Stock Exchange on November 2, 2015.

1.34 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

1.35 “ Former Employees ” means both Former Enterprise Employees and Former HPI Employees.

1.36 “ Former Enterprise Employee ” means any individual (a) whose employment with an Enterprise Entity terminated prior to 12:01 am local time on the Operational Separation Date and (b) who did not subsequently become employed by an Enterprise Entity or an HPI Entity prior to the Distribution Date.

1.37 “ Former HPI Employee ” means any individual (a) whose employment with an HPI Entity terminated prior to 12:01 am local time on the Operational Separation Date and (b) who did not subsequently become employed by an Enterprise Entity or an HPI Entity prior to the Distribution Date.

1.38 “ Garden Leave ” means an absence from active service at the request of an employer during a statutory or contractual notice period preceding termination of employment.

1.39 “ Health and Welfare Plans ” means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages as well as retirement medical savings accounts and retiree medical), dental, prescription, vision, short-term disability, long-term disability, life, accidental death and disability, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account

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components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA. When immediately preceded by “HP,” Health and Welfare Plan means any Health and Welfare Plan sponsored, maintained or contributed to by HP or an HPI Entity or any Health and Welfare Plan with respect to which HP or an HPI Entity is a party. When immediately preceded by “Enterprise,” Health and Welfare Plan means any Health and Welfare Plan sponsored, maintained or contributed to by Enterprise or any Enterprise Entity or any Health and Welfare Plan with respect to which Enterprise or an Enterprise Entity is a party.

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

1.41 “ HP 401(k) Plan ” means the Hewlett-Packard Company 401(k) Plan as in effect as of the time relevant to the applicable provision of this Agreement.

1.42 “ HP 401(k) Plan Trust ” means a trust relating to the HP 401(k) Plan intended to qualify under Section 401(a) and be exempt under Section 501(a) of the Code.

1.43 “ CEO ” means Margaret C. Whitman.

1.44 “ HP Common Shares ” has the meaning given to that term in the Separation Agreement.

1.45 “ HP Equity Awards ” means the HP Options, HP RSU Awards, HP PARSU Awards, HP DEU Accounts and HP SARs.

1.46 “ HP ESPP ” means the Hewlett-Packard Company 2011 Employee Stock Purchase Plan.

1.47 “ HP Excess Plans ” means all non-qualified retirement plans, agreements or arrangements maintained by any HPI Entity or Enterprise Entity for U.S. employees or former U.S. employees as of the Operational Separation Date, including without limitation the Hewlett-Packard Company Excess Benefit Plan, the EDS Benefit Restoration Plan, the EDS 1998 Supplemental Executive Retirement Plan, the Tandem Computers Incorporated Deferred Compensation Plan, the Hewlett-Packard Company Cash Account Pension Restoration Plan, and the individual agreements listed on Schedule 1.47 , in each case in effect as of the time relevant to the applicable provision of this Agreement.

1.48 “ HP Executive Benefit Plans ” means the executive benefit and nonqualified compensation plans, programs, agreements, and arrangements established, sponsored, maintained, or agreed upon, by any HPI Entity for the benefit of employees and former employees of any HPI Entity before the Operational Separation Date.

1.49 “ HP Executive DC Plan ” means the Hewlett-Packard Company Executive Deferred Compensation Plan, in effect as of the time relevant to the applicable provision of this Agreement.

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1.50 “ HP HRC Committee ” has the meaning set forth in Section 5.2(b).

1.51 “ HP Incentive Plans ” means the cash-based annual or other short-term incentive plans of HP or any HPI Entity, all as in effect as of the time relevant to the applicable provisions of this Agreement, including without limitation the Hewlett-Packard Company 2005 Pay-for-Results Plan, as amended.

1.52 “ HP Non-Employee Director ” means each member of the HP Board of Directors as of immediately after the Effective Time who is not an HPI Employee.

1.53 “ HP Post-Separation Stock Value ” means the opening per-share price of HP Common Shares on the New York Stock Exchange on November 2, 2015.

1.54 “ HP Ratio ” means the quotient obtained by dividing (a) the HP Stock Value by (b) the HP Post-Separation Stock Value, carried out to six decimal places.

1.55 “ HP Stock Plans ” means (a) the Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, (b) the Hewlett-Packard Company 2000 Stock Plan, as amended, and (c) each other compensatory equity plan assumed by HP from time to time pursuant to which any HP Equity Awards remain outstanding as of immediately prior to the Distribution Date, including, in each case, any sub-plan or addendum thereto.

1.56 “ HP Stock Value ” means the closing per-share price of HP Common Shares trading “regular way with due bills” on the New York Stock Exchange on October 30, 2015.

1.57 “ HPI Business ” has the meaning given to that term in the Separation Agreement.

1.58 “ HPI Destination LOA Employee ” means each Enterprise Employee who

(a) was on Approved Leave of Absence from an Enterprise Entity as of the Operational Separation Date,

(b) was allocated to the HPI Group pursuant to the OD&S Process,

(c) did not transfer to an HPI Entity as of the Operational Separation Date, and

(d) returns to active employment (i) before the LOA Return Deadline or (ii) under circumstances in which applicable Law requires an HPI Entity to offer employment to such Enterprise Employee.

1.59 “ HPI Employee ” means any individual (a) who, as of 12:01 am local time on the Operational Separation Date, is either actively employed by, or then on Approved Leave of Absence or Garden Leave from, any HPI Entity, (b) who transfers from an Enterprise Entity to an HPI Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date or (c) who is hired by any HPI Entity after 12:01 am local time on the Operational Separation Date; provided, however, that HPI Employee will not include any individual who transfers to an Enterprise Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date.

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1.60 “ HPI Entities ” means the members of the HPI Group.

1.61 “ HPI Group ” has the meaning given to that term in the Separation Agreement.

1.62 “ IN30 ” means the Enterprise Entity identified as IN30.

1.63 “ INA5 ” means the Enterprise Entity identified as INA5.

1.64 “ INA5 Transfer ” means the transfer of the ownership of INA5 from the Enterprise Group to the HPI Group following the Distribution Date.

1.65 “ Individual Agreement ” means any individual (a) employment contract, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes and living standards in the host country), or (d) other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) with an HPI Employee or Enterprise Employee that is in effect immediately prior to the Operational Separation Date.

1.66 “ Liability ” has the meaning given to that term in the Separation Agreement.

1.67 “ LOA Return Deadline ” means the date that is one (1) year after the Distribution Date.

1.68 “ Non-parties ” has the meaning set forth in Section 6.4(b).

1.69 “ Non-U.S. Retirement Plan ” means each HP Benefit Plan or Enterprise Benefit Plan, whether or not intended to be tax-qualified, the primary purpose of which is to provide retirement benefits to HPI Employees, Enterprise Employees and/or Former Employees who are or were employed by an HPI Entity or Enterprise Entity located outside of the U.S.

1.70 “ OD&S Process ” means HP’s Organizational Design and Selection process.

1.71 “ Operational Separation Date ” means with respect to each applicable jurisdiction, the effective date of the Pre-Distribution Transfer Documents applicable to the HPI Entities and Enterprise Entities operating in such jurisdiction.

1.72 “ Option ” means (a) when immediately preceded by “HP,” an option (including a performance-contingent option (“ PCSO ”)) to purchase HP Common Shares granted pursuant to an HP Stock Plan or (b) when immediately preceded by “Enterprise,” an option (including a PCSO) to purchase shares of Enterprise Common Stock following the Effective Time granted under the Enterprise Stock Plan.

1.73 “ PARSU Award ” means (a) when immediately preceded by “HP,” an award of performance-adjusted restricted stock units relating to HP Common Shares granted under an HP Stock Plan for which the applicable performance conditions have not been satisfied or waived or

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(b) when immediately preceded by “Enterprise,” an award of performance-adjusted restricted stock units relating to shares of Enterprise Common Stock granted under the Enterprise Stock Plan.

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

1.75 “ Person ” has the meaning given to that term in the Separation Agreement.

1.76 “ Record Date ” has the meaning given to that term in the Separation Agreement.

1.77 “ RSU Award ” means (a) when immediately preceded by “HP,” an award of service-based vesting restricted stock units relating to HP Common Shares granted under an HP Stock Plan or (b) when immediately preceded by “Enterprise,” an award of service-based vesting restricted stock units relating to shares of Enterprise Common Stock granted under the Enterprise Stock Plan. RSU Awards shall include any award of performance-adjusted restricted stock units for which the performance conditions have been satisfied or waived. RSU Awards shall not include DEU Accounts.

1.78 “ SAR ” means (a) when immediately preceded by “HP,” a stock appreciation right relating to HP Common Shares granted pursuant to an HP Stock Plan or (b) when immediately preceded by “Enterprise,” a stock appreciation right relating to shares of Enterprise Common Stock granted pursuant to the Enterprise Stock Plan.

1.79 “ Separation ” has the meaning given to that term in the Separation Agreement.

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

1.81 “ Service Provider ” has the meaning set forth in the Separation Agreement.

1.82 “ Severance Benefits ” has the meaning set forth in Section 5.7.

1.83 “ Subsidiary ” has the meaning given to that term in the Separation Agreement.

1.84 “ Transaction Documents ” has the meaning given to that term in the Separation Agreement.

1.85 “ Transfer Documents ” has the meaning given to that term in the Separation Agreement.

1.86 “ U.S. ” means the 50 United States of America and the District of Columbia.

1.87 “ U.S. Pension Plans ” has the meaning set forth in Section 3.1.

1.88 “ Value Factor ” means the quotient obtained by dividing (a) the HP Stock Value by (b) the sum of (i) the Enterprise Stock Value and (ii) the HP Post-Separation Stock Value, carried out to six decimal places.

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ARTICLE II

GENERAL PRINCIPLES

2.1 Transfer of Employees .

(a) Transfers Prior to Operational Separation Date . Except as otherwise agreed by the Parties and subject to Section 2.1(b), Section 2.1(c), and Section 2.1(d), effective as of the Operational Separation Date, (i) each employee who was allocated to the HPI Group through the OD&S Process was employed by an HPI Entity, and (ii) each employee who was allocated to the Enterprise Group through the OD&S Process was employed by an Enterprise Entity.

(b) LOA Employees .

(i) The Enterprise Group and the HPI Group shall use commercially reasonable efforts to ensure that (A) each Enterprise Destination LOA Employee becomes employed by an Enterprise Entity on or as soon as possible after such employee’s return to active employment, and (B) subject to Section 2.1(d) with respect to Delayed Transfer Employees, each HPI Destination LOA Employee becomes employed by an HPI Entity on or as soon as possible after such employee’s return to active employment.

(ii) The Parties shall use commercially reasonable efforts to apply the provisions of this Agreement to any Destination LOA Employee who commences employment pursuant to this Section 2.1(b) by substituting each reference to the “Operational Separation Date” with a reference to the date that the Destination LOA Employee commences employment with the applicable destination group and shall reasonably cooperate to make any adjustments in the application of the provisions of this Agreement as are necessary or appropriate in order to effectuate such application.

(iii) Notwithstanding the foregoing or anything else in this Agreement to the contrary, except as may be required by applicable Law, neither Party shall be required to provide any specific compensation, benefits or other terms and conditions of employment for any Destination LOA Employee.

(c) Non-Transfer Garden Leave Employees .

(i) Each HPI Employee allocated to the Enterprise Group pursuant to the OD&S Process who (A) is on a Garden Leave as of the Operational Separation Date, and (B) does not transfer to an Enterprise Entity as of the Operational Separation Date shall remain on the HP payroll and any applicable HP Benefit Plans and the Enterprise Group shall reimburse the HPI Group for the cost of the compensation and benefits paid or provided to such employee during the period beginning on the Operational Separation Date and ending on the date that such employee’s employment with the HPI Group terminates, including any severance costs required by Section 5.7.

(ii) Each Enterprise Employee allocated to the HPI Group pursuant to the OD&S Process who (A) is on a Garden Leave as of the Operational Separation Date, and (B) does not transfer to an HPI Entity as of the Operational Separation Date shall

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remain on the Enterprise payroll and any applicable Enterprise Benefit Plans and the HPI Group shall reimburse the Enterprise Group for the cost of the compensation and benefits paid or provided to such employee during the period beginning on the Operational Separation Date and ending on the date that such employee’s employment with the Enterprise Group terminates, including any severance costs required by Section 5.7.

(iii) The Parties shall cooperate in good faith to determine the basis for, and amount of, the reimbursements contemplated by this Section 2.1(c), taking into account any Tax benefits realized by reason of the payment or provision of such compensation and benefits and the cost of providing any non-cash benefits.

(d) Delayed Transfer Employees .

(i) HP and Enterprise shall use commercially reasonable efforts to ensure that each Delayed Transfer Employee becomes employed by an HPI Entity on or as soon as possible after the effective date of the Transaction Documents with respect to the Demerger or the INA5 Transfer, as applicable, provided the Delayed Transfer Employee remains actively employed by, or on an Approved Leave of Absence from, IN30 or INA5 as of such effective date.

(ii) Notwithstanding the foregoing or anything else in this Agreement to the contrary, except as may be required by applicable Law, HP shall not be required to provide any specific compensation, benefits or other terms and conditions of employment for any Delayed Transfer Employee.

2.2 Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions .

(a) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the HPI Entities shall assume or retain and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full:

(i) all Liabilities (including those arising under any Action) with respect to the employment of all HPI Employees, whether arising before, on or after the Operational Separation Date;

(ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the HPI Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date;

(iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee (A) who served in a global functions position at the time of termination of employment or (B) who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; provided that this clause (iii) shall not apply to any Former Employee described in Section 2.2(a)(ii) or Section 2.2(b)(ii), and

(iv) any other Liabilities expressly assigned to HP or any HPI Entity under this Agreement or in any Transfer Document.

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All Assets held in trust to fund the HP Benefit Plans and all insurance policies funding the HP Benefit Plans shall be Excluded Assets (as defined in the Separation Agreement), except (A) to the extent specifically provided otherwise in this Agreement or in any Transfer Document and (B) any shares of Enterprise Common Stock received by the Israeli trust funding HP Options and HP RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Enterprise Assets.

(b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, Enterprise and the Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full:

(i) all Liabilities (including those arising under any Action) with respect to the employment of all Enterprise Employees, whether arising before, on or after the Operational Separation Date;

(ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the Enterprise Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date;

(iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee (A) who served in a global functions position at the time of termination of employment or (B) who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; provided that this clause (iii) shall not apply to any Former Employee described in Section 2.2(a)(ii) or Section 2.2(b)(ii); and

(iv) any other Liabilities expressly assigned to Enterprise or any Enterprise Entity under this Agreement or in any Transfer Document.

All assets held in trust to fund the Enterprise Benefit Plans and all insurance policies funding the Enterprise Benefit Plans shall be Enterprise Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement.

(c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, (i) all Liabilities described in Section 2.3(c)(iii) of the Separation Agreement (relating to claims for indemnification and breach of fiduciary duty) and (ii) all Liabilities with respect to compensation and benefits of Service Providers who are consultants or independent contractors shall be governed exclusively by the Separation Agreement.

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(d) Notwithstanding the foregoing provisions of this Section 2.2, except as otherwise provided in any Transaction Document, with respect to Delayed Transfer Employees:

(i) Enterprise and the Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all Enterprise Benefit Plans with respect to all Delayed Transfer Employees and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees to the extent arising in connection with or as a result of their employment with the Enterprise Group; and

(ii) HP and the HPI Entities shall assume or retain, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all HP Benefit Plans with respect to all Delayed Transfer Employees who become employed by the HPI Group and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees who become employed by the HPI Group to the extent arising in connection with or as a result of their employment with the HPI Group.

(e) Management of Actions .

(i) For any Action (other than any OFCCP matter) arising after the Effective Time:

(A) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to HP, the direction of such Action shall be governed by Section 6.11(b) of the Separation Agreement,

(B) if all Liabilities arising under such Action are allocated pursuant to this Section 2.2 to Enterprise, the direction of such Action shall be governed by Section 6.11(a) of the Separation Agreement,

(C) if all Liabilities arising under such Action are allocated pursuant to Section 2.2 equally to HP and Enterprise, the direction of such Action shall be governed by Section 6.12(b) of the Separation Agreement, and

(D) except as otherwise provided in the preceding clause (C) or in Section 2.2(e)(ii), if the Liabilities arising under such Action are allocated pursuant to this Section 2.2 in part to HP and in part to Enterprise, the direction of such Action shall be governed by Section 6.11(c) of the Separation Agreement.

(ii) Notwithstanding anything herein or in Section 6.11(c) of the Separation Agreement to the contrary, the following framework shall govern the management of Office of Federal Contract Compliance Program (“ OFCCP ”) matters:

(A) The management of the OFCCP matters listed on Schedule 6.11(c) of the Separation Agreement shall be led by the Party designated as “manager” on Schedule 6.11(c) of the Separation Agreement.

(B) Those OFFCP matters not listed on Schedule 6.11(c) of the Separation Agreement that arise after the Distribution Date shall be managed by either HP or Enterprise, with the other Party providing support and assistance to the managing Party, all as reasonably agreed in good faith by HP and Enterprise.

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2.3 Reimbursements . To the extent that this Agreement allocates to the Enterprise Group the Liability for compensation or benefits that will be provided under an HP Benefit Plan after the Operational Separation Date, or allocates to the HPI Group the Liability for compensation or benefits that will be provided under an Enterprise Benefit Plan after the Operational Separation Date, the Party responsible for the Liability under this Agreement will promptly reimburse the Party providing the compensation or benefits.

2.4 Non-Duplication of Benefits; Service Credit .

(a) HP and Enterprise shall agree on methods and procedures, including, without limitation, amending the respective Benefit Plan documents, to prevent HPI Employees and Enterprise Employees from receiving duplicative benefits from the HP Benefit Plans and the Enterprise Benefit Plans.

(b) The HP Benefit Plans shall, and HP shall cause each HPI Entity to, recognize each HPI Employee’s recognized service with HP or any of its Subsidiaries or their respective predecessor entities at or before the Operational Separation Date, with respect to those HP Benefit Plans adopted, maintained or substituted by the HPI Group on or following the Operational Separation Date or as otherwise required by applicable Law, to the same extent that such service was recognized by HP and its Subsidiaries for similar purposes prior to the Operational Separation Date, except that (i) service will not be recognized to the extent that such recognition would result in a duplication of benefits for an HPI Employee for the same period of service and (ii) service will not be recognized for purposes of determining severance benefits under any HP Benefit Plan for any HPI Employee or HPI Destination LOA Employee who received severance from an Enterprise Entity as a result of the acceptance of an offer of employment from or transfer to an HPI Entity in connection with the Separation.

(c) The Enterprise Benefit Plans shall, and Enterprise shall cause each Enterprise Entity to, recognize each Enterprise Employee’s recognized service with HP or any of its Subsidiaries or their respective predecessor entities at or before the Operational Separation Date, with respect to those Enterprise Benefit Plans adopted, maintained or substituted by the Enterprise Group on or following the Operational Separation Date or as otherwise required by applicable Law, to the same extent that such service was recognized by HP and its Subsidiaries for similar purposes prior to the Operational Separation Date, except that (i) service will not be recognized to the extent that such recognition would result in a duplication of benefits for an Enterprise Employee for the same period of service and (ii) service will not be recognized for purposes of determining severance benefits under any Enterprise Benefit Plan for any Enterprise Employee or Enterprise Destination LOA Employee who received severance from an HPI Entity as a result of the acceptance of an offer of employment from or transfer to an Enterprise Entity in connection with the Separation.

(d) For the avoidance of doubt, the provisions of this Section 2.4 shall not apply to any HPI Employee or Enterprise Employee who experiences a termination of employment from the HPI Group or Enterprise Group after the Operational Separation Date and is then hired or re-hired by either an HPI Entity or an Enterprise Entity, other than (i) any HPI Destination LOA Employee who is hired by an HPI Entity or any Enterprise Destination LOA Employee who is hired by an Enterprise Entity in accordance with Section 2.1(b) or (ii) any Delayed Transfer Employee who becomes employed by an HPI Entity in accordance with Section 2.1(d).

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2.5 Commercially Reasonable Efforts . HP and Enterprise shall use commercially reasonable efforts to (a) enter into any necessary agreements to accomplish the assumptions and transfers of assets and Liabilities contemplated by this Agreement; and (b) provide for the maintenance of the necessary participant records, the appointment of trustees and the engagement of recordkeepers, investment managers, providers, insurers, and other third parties reasonably necessary to maintaining and administering the HP Benefit Plans and the Enterprise Benefit Plans.

2.6 Regulatory Compliance . HP and Enterprise shall, in connection with the actions taken pursuant to this Agreement, reasonably cooperate in making any and all appropriate filings required under the Code, ERISA and any applicable securities, labor and exchange control laws, implementing all appropriate communications with participants, transferring appropriate records and taking all such other actions as the requesting party may reasonably determine to be necessary or appropriate to implement the provisions of this Agreement in a timely manner.

2.7 Payroll; Tax Reporting of Compensation . HP shall, and shall cause the HPI Entities to, bear responsibility for payroll tax, payment on account and fringe benefit tax obligations and for the proper withholding and reporting to the appropriate governmental authorities of compensation paid by HP and the HPI Entities to HPI Employees and Former HPI Employees after the Operational Separation Date. Enterprise shall, and shall cause the Enterprise Entities to, bear responsibility for payroll tax, payment on account and fringe benefit tax obligations and for the proper withholding and reporting to the appropriate governmental authorities of compensation paid by Enterprise and the Enterprise Entities to Enterprise Employees and Former Enterprise Employees after the Operational Separation Date. To the extent that, for administrative reasons, any payment on or following the Operational Separation Date is made (i) by an HPI Entity in respect of a Liability allocated to the Enterprise Entities pursuant to Section 2.2 or otherwise or (ii) by an Enterprise Entity in respect of a Liability allocated to the HPI Entities pursuant to Section 2.2 or otherwise, such payment shall be deemed made, in the case of a payment described in clause (i), on behalf of the Enterprise Entities and, in the case of a payment described in clause (ii), on behalf of the HPI Entities.

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ARTICLE III

RETIREMENT PLANS

3.1 U.S. Qualified Defined Benefit and Profit Sharing Plans . From and after the Operational Separation Date, HP shall retain or assume, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course as required by Law, all Liabilities with respect to the Hewlett-Packard Company Pension Plan and the Hewlett-Packard Company Deferred Profit-Sharing Plan and each other defined benefit pension plan sponsored by HP and its Subsidiaries immediately prior to the Operational Separation Date that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code (collectively, the “ U.S. Pension Plans ”). Effective as of the Distribution Date, Enterprise shall be released as a participating employer in all U.S. Pension Plans and, from and after the Distribution Date, neither Enterprise nor any member of the Enterprise Group shall be liable for any Liabilities arising under or with respect to any U.S. Pension Plans.

3.2 U.S. 401(k) Plan . HP shall retain and be solely responsible for all Liabilities for plan benefits under the HP 401(k) Plan relating to (a) HPI Employees, (b) Former Employees and (c) any Enterprise Employees whose employment with the applicable Enterprise Entity terminates prior to the Distribution Date. Enterprise has established the Enterprise 401(k) Plan and the Enterprise 401(k) Plan Trust prior to the date hereof. HP has caused the accounts under the HP 401(k) Plan (including any outstanding loans) of the Enterprise Employees who remained employed by an Enterprise Entity immediately prior to the Distribution Date to be transferred in kind to the Enterprise 401(k) Plan and the Enterprise 401(k) Plan Trust as of, or immediately prior to, the Distribution Date. Enterprise shall cause the Enterprise 401(k) Plan to assume and be solely responsible for all Liabilities for plan benefits under the Enterprise 401(k) Plan relating to Enterprise Employees whose accounts have been transferred from the HP 401(k) Plan. HP and Enterprise agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.2; provided , that Enterprise acknowledges that it will be responsible for complying with any requirements and applying for any Internal Revenue Service determination letters with respect to the Enterprise 401(k) Plan.

3.3 Stock Considerations in 401(k) Plans .

(a) To the extent that HPI Employees or Former Employees receive shares of Enterprise Common Stock in connection with the Separation with respect to HP Common Shares held under the HP 401(k) Plan, such shares will be deposited in an Enterprise Common Stock fund under the HP 401(k) Plan, subject to such limitations as are determined by HP or the applicable fiduciary of the HP 401(k) Plan. Following the Distribution Date, HPI Employees and Former Employees shall not be permitted to acquire shares of Enterprise Common Stock in the Enterprise Common Stock fund under the HP 401(k) Plan and HP shall promptly amend the HP 401(k) Plan document to provide for the elimination of the Enterprise Common Stock fund as an investment option under the HP 401(k) Plan and the liquidation of the Enterprise Common Stock held in the Enterprise Common Stock fund to be completed no later than the first anniversary of the Distribution Date, unless the relevant plan fiduciary determines that it would be imprudent to liquidate the assets by such date, in which case such liquidation shall occur as soon as the relevant plan fiduciary reasonably determines liquidation would be prudent.

(b) To the extent that Enterprise Employees hold HP Common Shares in the HP Common Share fund under the Enterprise 401(k) Plan, such shares shall continue to be held pursuant to the Enterprise 401(k) Plan following the Distribution Date subject to such limitations as are determined by Enterprise or the applicable fiduciary of the Enterprise 401(k) Plan.

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Following the Distribution Date, Enterprise Employees shall not be permitted to acquire HP Common Shares in the HP Common Share fund under the Enterprise 401(k) Plan and Enterprise shall promptly amend the Enterprise 401(k) Plan document to provide for the elimination of the HP Common Share fund as an investment option under the Enterprise 401(k) Plan and the liquidation of the HP Common Shares held in the HP Common Shares fund to be completed no later than the first anniversary of the Distribution Date, unless the relevant plan fiduciary determines that it would be imprudent to liquidate the assets by such date, in which case such liquidation shall occur as soon as the relevant plan fiduciary reasonably determines liquidation would be prudent.

(c) HP and Enterprise shall assume sole responsibility for ensuring that their respective 401(k) plans are maintained in compliance with applicable Laws with respect to holding shares of their respective common stock and common stock of the other entity.

3.4 Non-U.S. Retirement Plans . The applicable terms governing treatment of the Non-U.S. Retirement Plans shall be as set forth in Schedule 3.4 .

3.5 U.S. Non-Qualified Retirement Arrangements . HP shall assume or retain, or cause an HPI Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the HP Excess Plans, and shall make payments to all participants in the HP Excess Plans in accordance with the applicable terms of the HP Excess Plans. Enterprise shall notify HPI of the occurrence of (i) any payment event with respect to an Enterprise Employee under an HP Excess Plan and (ii) the “separation from service” under Section 409A of the Code of any Enterprise Employee who participates in an HP Excess Plan, whether or not such separation from service is a payment event, in each case, as promptly as practicable but in no event later than thirty (30) days thereafter, and shall promptly provide to HP any other relevant information reasonably requested by HP for purposes of payments pursuant to the HP Excess Plans to Enterprise Employees and Former Enterprise Employees. HP and Enterprise acknowledge that none of the transactions contemplated by the Separation Agreement will, in and of itself, constitute a “separation from service” under Section 409A of the Code or trigger a payment or distribution of compensation under any HP Excess Plans for any HPI Employees, Enterprise Employees or Former Employees and, consequently, that the payment or distribution of any compensation to which any HPI Employee, Enterprise Employee or Former Employee is entitled under the HP Excess Plans will occur only at such time or times as provided in the applicable plan document or the applicable deferral election.

3.6 Certain International Retirement Benefits .

(a) International Retirement Arrangements . HP shall assume or retain, or cause an HPI Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the International Retirement Arrangements maintained by any HPI Entity or Enterprise Entity as of the Operational Separation Date, and shall make payments to all participants in the International Retirement Arrangements as of the Operational Separation Date in accordance with the applicable terms of such programs as in effect from time to time.

(b) International Retirement Guarantee . For HPI Employees, Former Employees in the U.S., and Former HPI Employees outside of the U.S., HP shall assume or

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retain, or cause an HPI Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the International Retirement Guarantee programs maintained by any HPI Entity or Enterprise Entity as of the Operational Separation Date, and shall make payments to all such HPI Employees, Former Employees in the U.S., and Former HPI Employees outside of the U.S. who participated in the International Retirement Guarantee programs as of the Operational Separation Date in accordance with the applicable terms of such programs as in effect from time to time. For Enterprise Employees and Former Enterprise Employees outside of the U.S., Enterprise shall assume or retain, or cause an Enterprise Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the International Retirement Guarantee programs maintained by any HPI Entity or Enterprise Entity as of the Operational Separation Date, and shall make payments to all such Enterprise Employees and Former Enterprise Employees outside of the U.S. who participated in the International Retirement Guarantee programs as of the Operational Separation Date in accordance with the applicable terms of such programs as in effect from time to time.

(c) Global Retirement Supplement . For HPI Employees receiving cash payments pursuant to a Global Retirement Supplement program as of the Operational Separation Date, HPI shall assume or retain, or cause an HPI Entity to assume or retain, all Liabilities for the continuation of such payments after the Operational Separation Date, in accordance with the terms of the HP Global Retirement Supplement program as in effect from time to time. For Enterprise Employees receiving cash payments pursuant to a Global Retirement Supplement program as of the Operational Separation Date, Enterprise shall assume or retain, or cause an Enterprise Entity to assume or retain, all Liabilities for the continuation of such payments after the Operational Separation Date, in accordance with the terms of the Enterprise Global Retirement Supplement program as in effect from time to time.

ARTICLE IV

HEALTH AND WELFARE PLANS

4.1 Health and Welfare Plans .

(a) Establishment of Health and Welfare Plans .

(i) Except as otherwise expressly provided in this Agreement or in any Transfer Document, effective as of the Operational Separation Date:

(A) the Parties shall have taken such actions to ensure that (1) all HPI Employees and any Former Employees who were participants in the HP Health and Welfare Plans at the time of separation from employment (“ HPI H&W Employees ”) are covered by the HP Health and Welfare Plans and (2) all Enterprise Employees and any Former Employees who were participants in the Enterprise Health and Welfare Plans at the time of separation from employment (“ Enterprise H&W Employees ”), are covered by Enterprise Health and Welfare Plans,

(B) HP shall be responsible for all Liabilities relating to, arising out of or resulting from (1) health and welfare coverage (including COBRA continuation coverage) for HPI H&W Employees and their covered dependents and (2) claims incurred under the HP Health and Welfare Plans prior to, on or following the Operational Separation Date.

(C) Enterprise shall be responsible for all Liabilities relating to, arising out of or resulting from (1) health and welfare coverage (including COBRA continuation coverage) for Enterprise H&W Employees and their covered dependents and (2) claims incurred under the Enterprise Health and Welfare Plans prior to, on or following the Operational Separation Date.

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(ii) No later than April 30, 2016, (A) HP shall provide to Enterprise an invoice for the actual cost, as determined by HP’s global actuary, of any claims incurred at any time prior to the Operational Separation Date but not reported as of the Distribution Date under the HP Health and Welfare Plans with respect to Enterprise Employees and (B) Enterprise shall provide to HP an invoice for the actual cost, as determined by Enterprise’s global actuary, of any claims incurred prior to the Operational Separation Date but not reported as of the Distribution Date under the Enterprise Health and Welfare Plans with respect to HPI Employees. If the amount of the invoice delivered by HP exceeds the amount of the invoice delivered Enterprise, then Enterprise shall remit to HP the amount of such excess not later than sixty (60) days following the invoice date or, if the amount of the invoice delivered by Enterprise exceeds the amount of the invoice delivered by HP, then HP shall remit to Enterprise the amount of such excess not later than sixty (60) days following the invoice date.

(iii) Notwithstanding anything herein to the contrary, each Enterprise Employee who is receiving self-insured health and welfare benefits under an HP Health and Welfare Plan covering U.S. employees as of the Operational Separation Date shall continue to participate in such HP Health and Welfare Plan until December 31, 2015 (including, if applicable, pursuant to the health care continuation requirements of COBRA following the incurrence of a COBRA qualifying event under the HP Health and Welfare Plans after the Operational Separation Date). No later than September 30, 2016, HP shall provide to Enterprise an invoice for the actual cost, as determined by HP’s global actuary, of any claims incurred by such Enterprise Employees under such HP Health and Welfare Plans from the Distribution Date through December 31, 2015 and Enterprise shall remit to HP the amount of the invoice not later than sixty (60) days following the invoice date.

(iv) Notwithstanding anything herein to the contrary, each Former Enterprise Employee who is receiving long-term disability benefits under an HP Health and Welfare Plan maintained for the benefit of U.S. participants as of the Operational Separation Date shall continue to participate in such HP Health and Welfare Plan following the Operational Separation Date in accordance with its terms and all Liabilities incurred under such HP Health and Welfare Plan in respect of such Former Enterprise Employee shall be retained by HP.

(v) For purposes of this Section 4.1(a), a claim is deemed to be incurred: (a) with respect to medical, dental, vision and/or prescription drug benefits, on the date the health services giving rise to such claim are rendered; (b) with respect to life

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insurance, accidental death and dismemberment and business travel accident insurance, on the date the event giving rise to such claim occurs; and (c) with respect to disability benefits, on the date a person’s disability begins, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim.

(b) Flexible Spending Accounts . With respect to each Enterprise Employee, the parties shall use commercially reasonable efforts to ensure that any health or dependent care flexible spending accounts as of the Operational Separation Date of such Enterprise Employee (whether positive or negative) under HP Health and Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after the Operational Separation Date, from the HP Health and Welfare Plans to the corresponding Enterprise Health and Welfare Plans. Such Enterprise Health and Welfare Plans shall assume responsibility as of the Operational Separation Date for all outstanding health or dependent care flexible spending account claims under the corresponding HP Health and Welfare Plans of each Enterprise Employee for the calendar year in which the Operational Separation Date occurs.

(c) COBRA Compliance .

(i) Effective as of the Operational Separation Date, HP or another HPI Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA with respect to HPI Employees and Former Employees and their respective covered dependents who incur a COBRA qualifying event under the HP Health and Welfare Plans at any time before, on or after the Operational Separation Date.

(ii) Subject to Section 4.1(a)(iii), effective as of the Operational Separation Date, Enterprise or another Enterprise Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA with respect to Enterprise Employees and their covered dependents who incur a COBRA qualifying event under the Enterprise Health and Welfare Plans at any time after the Operational Separation Date.

(iii) The Parties hereto agree that the consummation of the transactions contemplated by this Agreement and the Separation Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

(d) Retiree Medical .

(i) Retirement Medical Savings Account Program . Effective as of the Operational Separation Date, for each HPI Employee and Former Employee, HPI shall retain, or cause the applicable HPI Entity to retain, all Liabilities for (A) the balance in the HP retirement medical savings account program of such HPI Employee or Former Employee and (B) all claims, whether arising before, on or after the Operational Separation Date, under the HP retirement medical savings account program of such HPI Employee or Former Employee. Effective as of the Operational Separation Date, (1) Enterprise has established a retirement medical savings account program which is substantially similar in all material respects as of the Operational Separation Date to the HP retirement medical savings account program for each Enterprise Employee, (2) any

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balance in the HP retirement medical savings account program as of the Operational Separation Date of each Enterprise Employee has transferred to a new voluntary employees’ beneficiary association trust sponsored by Enterprise and (3) the Enterprise retirement medical savings account program has assumed responsibility for all outstanding and unsatisfied claims under the corresponding HP retirement medical savings account program of each Enterprise Employee.

(ii) U.S. Retiree Medical Plans . From and after the Operational Separation Date, HP shall retain or assume, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for (A) all eligible HPI Employees, Enterprise Employees and Former Employees under all subsidized retiree medical programs maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for current and former employees in the U.S. and (B) all eligible HPI Employees and Former Employees under all employee-pay-all retiree medical programs maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for current and former employees in the U.S. Effective as of the Operational Separation Date, Enterprise has established an employee-pay-all retiree medical program for employees in the U.S. and, from and after the Operational Separation Date, Enterprise Employees in the U.S. who retire from Enterprise shall not be eligible to participate in the employee-pay-all retiree medical program maintained by HP and each such Enterprise Employee shall participate in the Enterprise employee-pay-all retiree medical program, as in effect from time to time, if and to the extent that such Enterprise Employee is eligible for such program in accordance with its terms.

(iii) Puerto Rico Retiree Medical Plan . From and after the Operational Separation Date, HP shall retain or assume, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for all eligible HPI Employees, Enterprise Employees and Former Employees under any retiree medical program maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for current and former employees in Puerto Rico.

(iv) Brazil Retiree Medical Plan . From and after the Operational Separation Date, Enterprise shall retain or assume, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for all eligible HPI Employees, Enterprise Employees and Former Employees under any retiree medical program maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for current and former employees in Brazil.

(v) Canada Retiree Medical Plan. From and after the Operational Separation Date, Enterprise shall retain or assume, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for all eligible Enterprise Employees and Former Employees under any retiree medical program maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for current and former employees in Canada. Effective as of the Operational Separation Date, an HPI Entity has established a retiree medical program

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for employees in Canada and, from and after the Operational Separation Date, HPI Employees in Canada who retire from an HPI Entity shall not be eligible to participate in the retiree medical program maintained by Enterprise from time to time and each such HPI Employee shall participate in the HPI Entity’s retiree medical program if and to the extent that such HPI Employee is eligible for such program in accordance with its terms as in effect from time to time.

(e) Vacation; Paid Time Off . For the avoidance of doubt, (i) to the extent that applicable Law requires that vacation or other paid time off accrued by an employee during employment with the HPI Group be paid to such employee in cash upon his or her commencement of employment with the Enterprise Group pursuant to Section 2.1 of this Agreement, the Enterprise Group shall be solely responsible for all Liabilities in respect of such payment and (ii) to the extent that applicable Law requires that vacation or other paid time off accrued by an employee during employment with the Enterprise Group be paid to such employee in cash upon his or her commencement of employment with the HPI Group pursuant to Section 2.1 of this Agreement, the HPI Group shall be solely responsible for all Liabilities in respect of such payment.

4.2 Workers’ Compensation Liabilities . The treatment of workers’ compensation liabilities in connection with the Separation shall be governed by the Separation Agreement.

ARTICLE V

EXECUTIVE BENEFITS AND OTHER BENEFITS

5.1 Assumption of Obligations . Except as provided in this Agreement, effective as of the Operational Separation Date, (a) HP shall assume and be solely responsible for all Liabilities to or relating to HPI Employees under all HP Executive Benefit Plans and Enterprise Executive Benefit Plans and (b) Enterprise shall assume and be solely responsible for all Liabilities to or relating to Enterprise Employees under all HP Executive Benefit Plans and Enterprise Executive Benefit Plans. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Transaction Documents, including, without limitation, this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any Benefit Plan, the HP Stock Plans or the Enterprise Stock Plan.

5.2 Incentive Plans; Long-Term Cash Awards .

(a) HP Incentive Plans . Effective as of the Operational Separation Date, the Parties have taken such actions, or caused the taking of such actions, as are necessary to ensure that all HPI Employees are covered by the HP Incentive Plans. HP shall be solely responsible for determining the amount of, and paying, all awards due to be paid after the Operational Separation Date to HPI Employees, and Former Employees who were participants in the HP Incentive Plans at the time of separation from employment, under the HP Incentive Plans, whether earned before, on or after the Operational Separation Date.

(b) Enterprise Incentive Plans . Effective as of the Operational Separation Date, the Parties have taken such actions, or caused the taking of such actions, as are necessary to ensure that all Enterprise Employees are covered by the Enterprise Incentive Plans. Enterprise

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shall be solely responsible for determining the amount of, and paying, all awards due to be paid after the Operational Separation Date to Enterprise Employees, and Former Employees who were participants in the Enterprise Incentive Plans at the time of separation from employment, under the Enterprise Incentive Plans, whether earned before, on or after the Operational Separation Date; provided , that (i) with respect to each Enterprise Employee who was an executive officer of HP during the fiscal year ending October 31, 2015, his or her award in respect of such fiscal year will be determined based on the level of achievement of the applicable performance goals previously determined by the HR and Compensation Committee of the HP Board of Directors (the “ HP HRC Committee ”) and (ii) if requested, as soon as practicable following October 31, 2015, HP shall provide Enterprise with the information reasonably necessary for the HR and Compensation Committee of the Enterprise Board of Directors (the “ Enterprise HRC Committee ”) to determine the level of achievement of such performance goals.

(c) Long-Term Cash Awards . Effective as of the Operational Separation Date, (i) HP shall be solely responsible for paying, when due, all long-term restricted cash awards held by HPI Employees as of the Operational Separation Date and (ii) Enterprise shall be solely responsible for paying, when due, all long-term restricted cash awards held by Enterprise Employees as of the Operational Separation Date.

5.3 HP Stock Plans . HP and Enterprise shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding HP Equity Award granted under any HP Stock Plans held by any individual shall be adjusted as set forth in this Article V. Following the Separation, for any award adjusted under this Section 5.3, any reference to a “change in control,” “change of control,” “ownership change event,” or similar definition in an award agreement, employment agreement, the HP Stock Plans or other HP plan or policy (x) with respect to post-Separation equity awards denominated in HP Common Shares, shall be deemed to refer to a “change in control,” “change of control,” “ownership change event,” or similar definition as set forth in the applicable award agreement, employment agreement, the applicable HP Stock Plan or other HP plan or policy, and (y) with respect to post-Separation equity awards denominated in shares of Enterprise Common Stock, such reference shall be deemed to refer to a “change in control,” “change of control,” “ownership change event,” or similar definition as set forth in the applicable award agreement, employment agreement, the Enterprise Stock Plan or other Enterprise plan or policy.

(a) Outstanding HP Options (including PCSOs) and HP SARs Held by HPI Employees, HP Non-Employee Directors (other than the CEO), Former Employees and Certain Other Participants . Each HP Option and HP SAR held by (w) an HPI Employee, (x) an HP Non-Employee Director (other than the CEO), (y) a Former Employee or (z) any other participant who is neither employed by, or a director of, an Enterprise Entity or an HPI Entity as of immediately prior to the Effective Time, in each case that is outstanding and unexercised as of immediately prior to the Effective Time, shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP Option or HP SAR immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of HP Common Shares subject to such HP Option or HP SAR, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of HP Common Shares subject to such HP Option or HP SAR immediately prior to the Effective Time by (B) the HP Ratio;

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(ii) the per share exercise price of such HP Option or HP SAR, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such HP Option or HP SAR immediately prior to the Effective Time by (B) the HP Ratio; and

(iii) the performance conditions applicable to each such HP Option that is a PCSO will be appropriately adjusted so that the ratio of the post-adjustment exercise price to each post-adjustment stock price hurdle is the same as the ratio of the pre-adjustment exercise price to each pre-adjustment stock price hurdle.

(b) Outstanding HP Options (including PCSOs) and HP SARs Held by Certain Enterprise Employees (other than the CEO) and Enterprise Non-Employee Directors . Each HP Option and HP SAR held by an (x) Enterprise Employee (other than the CEO) who remains employed by an Enterprise Entity as of immediately prior to the Effective Time or (y) Enterprise Non-Employee Director, in each case, that is outstanding and unexercised as of immediately prior to the Effective Time, shall be converted into an Enterprise Option or an Enterprise SAR, as applicable, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP Option or HP SAR immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of shares of Enterprise Common Stock subject to such Option or SAR, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of HP Common Shares subject to such Option or SAR immediately prior to the Effective Time by (B) the Enterprise Ratio; and

(ii) the per share exercise price of such Option or SAR, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Option or SAR immediately prior to the Effective Time by (B) the Enterprise Ratio; and

(iii) the performance conditions applicable to each such Option that is a PCSO will be appropriately adjusted so that (A) they relate to the stock price appreciation of Enterprise Common Stock and (B) the ratio of the post-adjustment exercise price to each post-adjustment stock price hurdle is the same as the ratio of the pre-adjustment exercise price to each pre-adjustment stock price hurdle.

(c) Vested Outstanding HP Options (including PCSOs) Held by the CEO . Each HP Option held by the CEO that is outstanding, vested and unexercised as of immediately prior to the Effective Time shall be converted into both an HP Option and an Enterprise Option, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP Option immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of HP Common Shares subject to such HP Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of HP Common Shares subject to the corresponding HP Option immediately prior to the Effective Time by (B) the Value Factor;

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(ii) the number of shares of Enterprise Common Stock subject to such Enterprise Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of HP Common Shares subject to the corresponding HP Option immediately prior to the Effective Time by (B) the Value Factor;

(iii) the per share exercise price of such HP Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding HP Option immediately prior to the Effective Time by (B) the HP Ratio; and

(iv) the per share exercise price of such Enterprise Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding HP Option immediately prior to the Effective Time by (B) the Enterprise Ratio.

(d) Unvested Outstanding HP Options (including PCSOs) Held by the CEO . Each HP Option held by the CEO that is outstanding and unvested as of immediately prior to the Effective Time shall be converted into an Enterprise Option, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP Option immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of shares of Enterprise Common Stock subject to such Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (A) the number of HP Common Shares subject to such Option immediately prior to the Effective Time by (B) the Enterprise Ratio;

(ii) the per share exercise price of such Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Option immediately prior to the Effective Time by (B) the Enterprise Ratio;

(iii) the service-based vesting conditions applicable to each such unvested Enterprise Option will relate solely to the CEO’s continued employment with the Enterprise Group; and

(iv) the performance conditions applicable to each such Option that is a PCSO will be appropriately adjusted so that (A) they relate to the stock price appreciation of Enterprise Common Stock and (B) the ratio of the post-adjustment exercise price to each post-adjustment stock price hurdle is the same as the ratio of the pre-adjustment exercise price to each pre-adjustment stock price hurdle.

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(e) Outstanding HP RSU Awards Held by HPI Employees, HP Non-Employee Directors (other than the CEO), Former Employees and Certain Other Participants . Each HP RSU Award held by (w) an HPI Employee, (x) an HP Non-Employee Director (other than the CEO), (y) a Former Employee or (z) any other participant who is neither employed by, or a director of, an Enterprise Entity or an HPI Entity as of immediately prior to the Effective Time, in each case that is outstanding as of immediately prior to the Effective Time, shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP RSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares; provided , however , that from and after the Effective Time, the number of HP Common Shares to which such HP RSU Award relates shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (i) the number of HP Common Shares to which such HP RSU Award related immediately prior to the Effective Time by (ii) the HP Ratio.

(f) Outstanding HP RSU Awards Held by Certain Enterprise Employees and Enterprise Non-Employee Directors . Each HP RSU Award held by an (x) Enterprise Employee who remains employed by an Enterprise Entity as of immediately prior to the Effective Time or (y) Enterprise Non-Employee Director, in each case that is outstanding as of immediately prior to the Effective Time, shall be converted into an Enterprise RSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such RSU Award immediately prior to the Effective Time; provided , however , that from and after the Effective Time, the number of shares of Enterprise Common Stock to which such Enterprise RSU Award relates shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (i) the number of HP Common Shares to which such RSU Award related immediately prior to the Effective Time by (ii) the Enterprise Ratio.

(g) Outstanding HP DEU Accounts Held by HPI Employees, HP Non-Employee Directors (other than the CEO), Former Employees and Certain Other Participants . Each HP DEU Account held by (w) an HPI Employee, (x) an HP Non-Employee Director (other than the CEO), (y) a Former Employee or (z) any other participant who is neither employed by, or a director of, an Enterprise Entity or an HPI Entity as of immediately prior to the Effective Time, in each case that is outstanding as of immediately prior to the Effective Time, shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP DEU Account immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares; provided , however , that from and after the Effective Time, the number of HP Common Shares to which such HP DEU Account relates shall be equal to the product, rounded to four decimal places, obtained by multiplying (i) the number of HP Common Shares to which such HP DEU Account related immediately prior to the Effective Time by (ii) the HP Ratio.

(h) Outstanding HP DEU Accounts Held by Certain Enterprise Employees and Enterprise Non-Employee Directors . Each HP DEU Account held by an (x) Enterprise Employee who remains employed by an Enterprise Entity as of immediately prior to the Effective Time or (y) Enterprise Non-Employee Director, in each case that is outstanding as of immediately prior to the Effective Time, shall be converted into an Enterprise DEU Account, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such DEU Account immediately prior to the Effective Time;

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provided , however , that from and after the Effective Time, the number of shares of Enterprise Common Stock to which such Enterprise DEU Account relates shall be equal to the product, rounded to four decimal places, obtained by multiplying (i) the number of HP Common Shares to which such DEU Account related immediately prior to the Effective Time by (ii) the Enterprise Ratio.

(i) Outstanding HP PARSU Awards Held by HPI Employees, Former Employees and Certain Other Participants . Each HP PARSU Award held by (x) an HPI Employee, (y) a Former Employee or (z) any other participant who is neither employed by, or a director of, an Enterprise Entity or an HPI Entity as of immediately prior to the Effective Time, in each case that is outstanding as of immediately prior to the Effective Time, shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such HP PARSU Award immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of HP Common Shares to which such HP PARSU Award relates shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of HP Common Shares to which such HP PARSU Award related immediately prior to the Effective Time by (ii) the HP Ratio; and

(ii) the performance conditions applicable to each such HP PARSU Award shall be such conditions as are determined by the HP HRC Committee as soon as reasonably practicable following the Effective Time.

(j) Outstanding HP PARSU Awards Held by Certain Enterprise Employees . Each HP PARSU Award held by an Enterprise Employee who remains employed by an Enterprise Entity as of immediately prior to the Effective Time, that is outstanding as of immediately prior to the Effective Time, shall be converted into an Enterprise PARSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such PARSU Award immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i) the number of shares of Enterprise Common Stock to which such Enterprise PARSU Award relates shall be equal to the product, rounded down to the nearest whole number of shares, obtained by multiplying (A) the number of HP Common Shares to which such PARSU Award related immediately prior to the Effective Time by (B) the Enterprise Ratio; and

(ii) the performance conditions applicable to each such Enterprise PARSU Award shall be such conditions as are determined by the Enterprise HRC Committee as soon as reasonably practicable following the Effective Time.

(k) Tax Reporting and Withholding .

(i) After the Effective Time, HP Equity Awards, regardless of by whom held, shall be settled by HP, and Enterprise Equity Awards, regardless of by whom held, shall be settled by Enterprise.

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(ii) Unless prohibited by law, following the Effective Time:

(A) Upon the occurrence of income recognition events with respect to Enterprise Equity Awards, Enterprise shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements.

(B) Upon the occurrence of income recognition events with respect to HP Equity Awards, HP shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements.

(C) HP shall be responsible for all income tax reporting in respect of HP Equity Awards held by HPI Employees, Former HPI Employees and HP Non-Employee Directors, and Enterprise will be responsible for all income tax reporting in respect of Enterprise Equity Awards and in respect of HP Equity Awards held by Enterprise Employees whose employment terminates prior to the Distribution Date and Former Enterprise Employees.

(l) Establishment of Enterprise Stock Plan . Effective as of no later than immediately prior to the Effective Time, Enterprise shall have adopted the Enterprise Stock Plan under which the Enterprise Equity Awards shall be issued, and Enterprise shall issue all such awards under the Enterprise Stock Plan.

(m) Registration and Other Regulatory Requirements . Prior to the Effective Time, Enterprise shall have filed a Form S-8 registration statement with respect to, and caused to be registered pursuant to the Securities Act of 1933, as amended, the Enterprise Common Stock authorized for issuance under the Enterprise Stock Plan. The parties shall take such additional actions as are deemed necessary or advisable to comply with securities laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions.

5.4 Employee Stock Purchase Plan .

(a) HP ESPP . The administrator of the HP ESPP shall take all actions necessary and appropriate to provide that: (i) the regularly scheduled offering period in which the Record Date would occur will be shortened so that the purchase date occurs at the latest practicable time prior to the Record Date; (ii) all participant payroll deductions and other contributions under the HP ESPP shall cease on or before the purchase date described in clause (i) of this paragraph; (iii) Enterprise Employees will not be eligible to participate in any offering periods under the HP ESPP after the completion of the offering period described in clause (i) of this paragraph; and (iv) the administrator of the HP ESPP shall determine in its sole discretion the time at which the next offering period following the offering period described in clause (i) of this paragraph shall commence.

(b) Establishment of Enterprise ESPP . Effective immediately prior to the Effective Time, Enterprise shall have adopted the Enterprise ESPP. Enterprise shall, in its sole discretion, determine (i) the time at which the Enterprise ESPP shall first be offered, (ii) the offering periods and terms of the options granted thereunder, (iii) the Enterprise Entities designated for participation in the Enterprise ESPP and (iv) any additional administrative or compliance requirements necessary or appropriate for offering the Enterprise ESPP to Enterprise Employees.

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5.5 Employment Agreements .

(a) Assignment . Subject to applicable Law and except (i) as provided otherwise in the Transfer Documents, (ii) in the event an Individual Agreement is superseded, or (iii) as otherwise agreed by the Parties, effective as of the Operational Separation Date, (A) HP shall have assigned, or caused an HPI Entity to assign, to an Enterprise Entity designated by Enterprise, all Individual Agreements between any Enterprise Employee and any HPI Entity and (B) Enterprise shall have assigned, or caused an Enterprise Entity to assign, to an HPI Entity designated by HP, all Individual Agreements between any HPI Employee and any Enterprise Entity; provided , however , that to the extent that assignment of any applicable Individual Agreement is not permitted by the terms of such agreement, effective as of the Operational Separation Date, (1) with respect to Individual Agreements described in clause (A), each member of the Enterprise Group shall be considered to be a successor to each member of the HP Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Enterprise Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary) and (2) with respect to Individual Agreements described in clause (B), each member of the HPI Group shall be considered to be a successor to each member of the Enterprise Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the HPI Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary).

(b) Assumption . Effective as of the Operational Separation Date, (i) Enterprise will assume and honor, or will cause a member of the Enterprise Group to assume and honor, any Individual Agreement assigned to Enterprise or a member of the Enterprise Group pursuant to Section 5.5(a)(A) and (ii) HP will assume and honor, or will cause a member of the HPI Group to assume and honor, any Individual Agreement assigned to HP or a member of the HPI Group pursuant to Section 5.5(a)(B).

5.6 Executive DC Plans . HP shall retain, or cause the applicable HPI Entity to retain, all Liabilities for the account balances and accrued benefits of (i) HPI Employees, (ii) Former Employees and (iii) any Enterprise Employee who does not remain employed by an Enterprise Entity as of the Distribution Date, under the HP Executive DC Plan. Effective as of the Distribution Date, Enterprise shall have established the Enterprise Executive DC Plan, which is substantially similar in all material respects as of the Distribution Date to the HP Executive DC Plan. As of the Distribution Date, Enterprise shall, and shall cause the Enterprise Executive DC Plan to, assume all Liabilities under the HP Executive DC Plan for the account balances and accrued benefits of Enterprise Employees who remain employed by an Enterprise Entity as of the Distribution Date, and HP and the HP Executive DC Plan shall be relieved of all such Liabilities. As of the Distribution Date, Enterprise shall, and shall cause the Enterprise Executive DC Plan to, recognize and maintain all elections, including deferral, payment time and form, and beneficiary elections, made under the HP Executive DC Plan by Enterprise Employees who remain employed by an Enterprise Entity as of the Distribution Date.

5.7 Severance .

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(a) Severance Liabilities of Enterprise . Enterprise shall be solely responsible for all Liabilities in respect of all the costs of providing benefits under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes) (collectively, “ Severance Benefits ”) relating to:

(i) the termination or alleged termination of employment of:

(A) any Enterprise Employee (other than any such employee covered by Section 5.7(b)) that occurs on or after the Operational Separation Date; and

(B) any HPI Employee who is allocated to the Enterprise Group pursuant to the OD&S Process but does not transfer to an Enterprise Entity as of the Operational Separation Date and whose employment with the HPI Group is terminated prior to the first anniversary of the Operational Separation Date at the earliest time that is permitted by applicable Law;

(ii) an Enterprise Employee’s or Enterprise Destination LOA Employee’s acceptance of an offer of employment from an Enterprise Entity in connection with the Separation; and

(iii) Former Employees in accordance with the provisions of Section 2.2(b).

(b) Severance Liabilities of HPI . HP shall be solely responsible for all Liabilities in respect of all the costs of providing the Severance Benefits relating to:

(i) the termination or alleged termination of employment of:

(A) any HPI Employee (other than any such employee covered by Section 5.7(a)) that occurs on or after the Operational Separation Date;

(B) any Enterprise Employee who is allocated to the HPI Group pursuant to the OD&S Process but does not transfer to an HPI Entity as of the Operational Separation Date and whose employment with the Enterprise Group is terminated prior to the first anniversary of the Operational Separation Date at the earliest time that is permitted by applicable Law; and

(C) any Delayed Transfer Employee who does not transfer to an HPI Entity in connection with the Demerger or the INA5 Transfer, as applicable and whose employment with the Enterprise Group is terminated at the earliest time following the effective date of the Transaction Documents with respect to the Demerger or the INA5 Transfer, as applicable, that is permitted by applicable Law;

(ii) an HPI Employee’s or HPI Destination LOA Employee’s acceptance of an offer of employment from an HPI Entity in connection with the Separation; and

(iii) Former Employees in accordance with the provisions of Section 2.2(a).

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(c) Severance Benefits in Excess of Statutory Minimum . Any Severance Benefits in excess of the applicable statutory minimum severance benefits to be provided by an HPI Entity and reimbursed by an Enterprise Entity pursuant to the terms of this Agreement shall be subject to the reasonable prior review and approval of Enterprise, other than with respect to any such amounts mandated by a plan or agreement in effect prior to the Operational Separation Date. Any Severance Benefits in excess of the applicable statutory minimum severance benefits to be provided by an Enterprise Entity and reimbursed by an HPI Entity, pursuant to the terms of this Agreement, shall be subject to the reasonable prior review and approval of HP, other than with respect to any such amounts mandated by a plan or agreement in effect prior to the Operational Separation Date.

5.8 Mobility Benefits . All Liabilities in respect of mobility payments and benefits that are due to HPI Employees, Enterprise Employees and Former Employees after the Operational Separation Date will be governed by Sections 2.2(a)(i)-(iii) and 2.2(b)(i)-(iii).

ARTICLE VI

GENERAL AND ADMINISTRATIVE

6.1 Sharing of Participant Information . Subject to applicable Laws, HP and Enterprise shall share, and HP shall cause each other HPI Entity to share, and Enterprise shall cause each other Enterprise Entity to share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the Enterprise Benefit Plans and the HP Benefit Plans. HP and Enterprise and their respective authorized agents shall, subject to applicable laws, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other Party, to the extent necessary for such administration. Until the Distribution Date, all participant information shall be provided in the manner and medium applicable to participating companies in HP Benefit Plans generally, and thereafter all participant information shall be provided in a manner and medium as may be mutually agreed to by HP and Enterprise.

6.2 Reasonable Efforts/Cooperation . Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department of Labor or any other filing (including, but not limited to, securities, labor law or exchange control filings (remedial or otherwise)), consent or approval with respect to or by a governmental agency or authority in any jurisdiction in the U.S. or abroad.

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6.3 No Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties and is not intended to confer upon any other Persons any rights or remedies hereunder. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude HP or any other HPI Entity, at any time after the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any HP Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any HP Benefit Plan. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Enterprise or any other Enterprise Entity, at any time after the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Enterprise Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Enterprise Benefit Plan.

6.4 Audit Rights With Respect to Information Provided .

(a) Each of HP and Enterprise, and their duly authorized representatives, shall have the right, subject to applicable Laws, to conduct reasonable audits with respect to all information required to be provided to it by the other Party under this Agreement. The Party conducting the audit (the “ Auditing Party ”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 6.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft.

(b) The Auditing Party’s audit rights under this Section 6.4 shall include the right to audit, or participate in an audit facilitated by the Party being audited, of any Subsidiaries and Affiliates of the Party being audited and to require the other Party to request any benefit providers and third parties with whom the Party being audited has a relationship, or agents of such Party, to agree to such an audit to the extent any such Persons are affected by or addressed in this Agreement (collectively, the “ Non-parties ”). The Party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party’s expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party’s expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the Party being audited shall be limited to providing, at the Auditing Party’s expense, a single individual at each audited site for purposes of facilitating the audit.

6.5 Fiduciary Matters . It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

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6.6 Consent of Third Parties . If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase “commercially reasonable efforts” as used herein shall not be construed to require any Party to incur any non-routine or unreasonable expense or Liability or to waive any right.

ARTICLE VII

MISCELLANEOUS

7.1 Effect If Effective Time Does Not Occur . If the Separation Agreement is terminated prior to the Effective Time, then this Agreement shall terminate and all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Effective Time, or as of the Distribution Date, or otherwise in connection with the Separation Transactions, shall not be taken or occur except to the extent specifically agreed by HP and Enterprise.

7.2 Relationship of Parties . Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

7.3 Affiliates . Each of HP and Enterprise shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by another HPI Entity or an Enterprise Entity, respectively.

7.4 Transfer Documents . Notwithstanding anything to the contrary in this Agreement, to the extent that any provision of this Agreement is inconsistent with a provision of any Transfer Document, the applicable provision of the Transfer Document shall control.

7.5 Incorporation of Separation Agreement Provisions . The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein mutatis mutandis (references in this Section 7.5 to an “Article” or “Section” shall mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference shall be references to the Separation Agreement): Article V (relating to Releases); Sections 6.1-6.9 (relating to Indemnification); Section 7.2 (relating to Confidentiality); Article VIII (relating to Dispute Resolution); and Article IX (relating to Miscellaneous).

7.6 Section 409A of the Code . The Parties acknowledge that the provisions of the Agreement, the Separation Agreement or any Transaction Documents shall be interpreted and implemented in a manner that is intended to avoid the imposition on HPI Employees, Enterprise

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Employees, Former Employees, HP Non-Employee Directors or Enterprise Non-Employee Directors of taxes under Section 409A of the Code. Notwithstanding the foregoing, neither the Parties nor any of their Affiliates shall have any liability to any HPI Employee, Enterprise Employee, Former Employee, HP Non-Employee Director or Enterprise Non-Employee Director in the event that Section 409A applies to any payment in a manner that results in adverse tax consequences for such individual.

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

Schedule 3.4

Non-U.S. Retirement Plans

ARTICLE I

DEFINED BENEFIT PENSION PLANS

1.1 Obligations and Assets remaining with One Company From and after the Operational Separation Date, Enterprise shall assume or retain, or cause an Enterprise Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the defined benefit pension plans maintained by any HPI Entity or Enterprise Entity as of the Operational Separation Date, and shall make payments to all participants in the such plans in accordance with the applicable terms of such plans as in effect from time to time, in the following countries:

(a) Canada

(b) New Zealand

(c) United Kingdom

(d) Ireland

(e) Puerto Rico

1.2 Multiple Employer Pension Plans

(a) This section 1.2 shall apply with respect to current or former employees eligible to participate in the defined benefit pension plans in the following countries:

(i) Australia;

(ii) Belgium;

(iii) Brazil;

(iv) Japan; provided however this section 1.2 shall not apply to the Assets, Liabilities or obligations of the Parties with respect to the Japan Directors Plan, which shall be governed by Section 1.3 below;

(v) Netherlands; and

(vi) Switzerland; provided however this section 1.2 shall not apply to the Assets, Liabilities or obligations of the Parties with respect to the Swiss International Retirement Guarantee, which shall be governed by Section 1.3 below.

(b) Effective as of the Operation Separation Date, the Parties shall have taken such actions, or caused the taking of such actions, as are necessary to ensure that all HPI Employees, Enterprise Employees and Former Employees who were participants in the defined

benefit pension plans available to eligible employees in the countries listed in Section 1.2(a) at the time of separation from employment, are covered by a multi-employer defined benefit pension plan.

(c) Within each applicable multi-employer defined benefit pension plan, HP shall be allocated the Assets (if any) and Liabilities relating to eligible HPI employees and Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Enterprise Employees.

(d) Within each applicable multi-employer defined benefit pension plan, HP and Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees as follows:

(i) Australia: on a US GAAP basis, Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees;

(ii) Belgium: on a US GAAP basis, Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees;

(iii) Brazil: on a US GAAP basis, Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees;

(iv) Japan (excluding the Japan Directors Plan): on such basis as required under Japanese law, Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees;

(v) Netherlands: on such basis as required under Dutch law, (A) HPI shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees who provided services primarily to the HPI Business and (B) Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees who provided services primarily to the Enterprise Business; and

(vi) Switzerland: on a US GAAP basis, (A) HPI shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees who provided services primarily to the HPI Business and (B) Enterprise shall be allocated the Assets (if any) and Liabilities relating to eligible Former Employees who provided services primarily to the Enterprise Business and any Former Employee who cannot reasonably be determined to have provided services primarily to either the HPI Business or the Enterprise Business.

1.3 Countries in which Pension Plans are Split

(a) This section 1.3 shall apply with respect to current or former employees eligible to participate in the defined benefit pension plans in the following countries:

(i) Austria;

(ii) Finland;

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(iii) France;

(iv) Germany

(v) India;

(vi) Indonesia;

(vii) Italy;

(viii) Japan, solely with respect to the Japan Directors Plan;

(ix) Korea;

(x) Mexico;

(xi) Philippines;

(xii) Spain;

(xiii) Switzerland, solely with respect to the Swiss International Retirement Guarantee (notwithstanding anything to the contrary in the Employee Matters Agreement);

(xiv) Taiwan;

(xv) Thailand; and

(xvi) United Arab Emirates.

(b) From and after the Operational Separation Date, Enterprise shall retain or assume, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course, all Assets and Liabilities for all eligible Enterprise Employees and Former Employees under any defined benefit pension plan maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date; provided however, this Section 1.3(b) shall not apply with respect to (i) Former Employee eligible to participate in such plans in Spain and (ii) Enterprise Employees eligible to participate in such plans in Taiwan who are Taiwan citizens or married to Taiwan citizens.

(c) From and after the Operational Separation Date, HP shall retain or assume, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course, all Assets and Liabilities for all eligible HPI Employees under any defined benefit pension plan maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date for such employees in the countries listed in Section 1.3(a). HP shall also retain or assume, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course, all Assets and Liabilities for all eligible Former Employees in Spain under any defined benefit pension plan maintained by any HPI Entity or Enterprise Entity as of immediately prior to the Operational Separation Date.

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(d) Except as provided herein with respect to Spain and Taiwan, effective as of the Operational Separation Date, Enterprise has caused the Assets relating to the HPI Employees eligible to participate in the applicable defined benefit pension plans in the countries listed in Section 1.3(a) to be transferred to the applicable HP defined benefit pension plan. The amount(s) to be transferred shall be based on the US GAAP funded status with respect to funded plans; no amounts shall be transferred with respect to unfunded plans.

(e) Effective as of the Operational Separation Date, HP has caused the Assets relating to the Enterprise Employees eligible to participate in the applicable defined benefit pension plans in Spain to be transferred to the applicable HP defined benefit pension plan. The amount(s) to be transferred shall be based on the US GAAP funded status with respect to funded plans.

(f) Effective as of the Operational Separation Date, HP shall cause the relevant HPI entity to provide the relevant Enterprise Entity with a payment relating to the Enterprise Employees eligible to participate in the applicable defined benefit pension plans in Taiwan who are Taiwan citizens or married to Taiwan citizens, in an amount equal to the reasonably estimated amount such employees would have been eligible to receive from the HP Taiwan defined benefit pension plan as of the Operational Separation Date. Upon the future retirement of such employees from an Enterprise Entity, such Enterprise Entity shall provide such employee with a retirement benefit equal to (i) the benefit to which such employee would have been entitled under the HP Taiwan defined benefit pension plan, less (ii) the benefit to which such employee is entitled under the Enterprise Taiwan defined contribution plan.

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Exhibit 2.6

FORM OF

MASTER COMMERCIAL AGREEMENT

between

HEWLETT-PACKARD COMPANY

and

HEWLETT PACKARD ENTERPRISE COMPANY

Dated:                     , 2015

TABLE OF CONTENTS

Master Commercial Agreement

i

Master Commercial Agreement

i

MASTER COMMERCIAL AGREEMENT

This MASTER COMMERCIAL AGREEMENT is entered into as of                     , 2015 (the “ Effective Date ”) by and between Hewlett-Packard Company, a Delaware corporation, having a place of business at 1501 Page Mill Road, Palo Alto, California 94304 (“ HPI ”), and Hewlett Packard Enterprise Company, a Delaware corporation, having a place of business at 3000 Hanover Street, Palo Alto, California 94304 (“ HPE ”). HPI and HPE are sometimes collectively referred to as the “ Parties ” and each is individually referred to as a “ Party .”

WHEREAS, the Board of Directors of HPI has determined that it is in the best interests of HPI and its shareholders to separate its various businesses into two separate publicly-traded companies;

WHEREAS, HPI and HPE and other parties named therein have entered into the Separation and Distribution Agreement dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”) pursuant to which the Enterprise Business (as defined in the Separation Agreement) will be held by HPE and the HPI Business (as defined in the Separation Agreement) will be retained by HPI (the “ Separation ”);

WHEREAS, the Enterprise Business and the HPI Business were parties to various commercial agreements and arrangements pursuant to which products and services of the HPI Business were provided to the Enterprise Business and products and services of the Enterprise Business were provided to the HPI Business;

WHEREAS, HPI and HPE wish to (1) provide for the continuing performance following the Separation of existing commercial agreements and arrangements which support third-party customers, (2) enter into a new agreement under which each Party and its Affiliates may purchase commercially available products and services from the other Party and its Affiliates (for internal use, for incorporation into products or services on an OEM basis, for resale, or to support a Party’s provision of managed services to its customers, as applicable); and (3) conduct alliance, joint marketing and joint development activities, all pursuant to the terms and conditions in the Master Agreement.

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

2.1 Incorporation of Additional Terms. The Additional Terms are incorporated herein by reference and made a part hereof.

2.2 Order of Precedence.

(A) Agreement, Additional Terms and Exhibits. In the event of a conflict, ambiguity or inconsistency between the terms and conditions set forth in this Agreement and any Additional Terms or any Exhibit attached hereto, then unless the Additional Terms or Exhibit expressly sets forth the applicable Sections of this Agreement that are to be excluded or modified, the terms and conditions in this Agreement will control.

(B) Agreement and Transaction Documents. In the event of a conflict, ambiguity or inconsistency between the terms and conditions set forth in this Agreement and any Transaction Document, the terms and conditions in this Agreement will control, provided that, if Flow Down Terms are set forth in or incorporated by reference into the applicable Transaction Document, then such Flow Down Terms will control.

(C) Additional Terms and Transaction Documents. In the event of a conflict, ambiguity or inconsistency between the terms and conditions set forth in the applicable Additional Terms and any Transaction Document entered into under such Additional Terms, then, except as set forth in the applicable Additional Terms, the terms and conditions in the Transaction Document will control.

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3.1 Term of the Master Agreement. The Master Agreement will become effective on the Effective Date and will continue in full force and effect until 11:59 p.m. (Pacific Time) on the third anniversary of the Effective Date (the “ Initial Term ”), unless earlier terminated in accordance with Section 15.1 or renewed in accordance with this Section. At least nine months prior to the then-existing expiration date, the Parties will meet to discuss whether either Party desires to renew the Master Agreement beyond the then-existing date of expiration, and will begin negotiating the terms, including the duration, of such renewal. If, during such negotiation period, a Party determines that it wants to renew the Master Agreement, such Party will provide notice to the other Party at least six months prior to the then-existing expiration date. If the other Party agrees to such renewal, and the Parties reach agreement on the terms and conditions of such renewal, then the Master Agreement will renew for the agreed duration (each such renewal period, a “ Renewal Term ”). The Initial Term and any Renewal Terms are collectively referred to herein as the “ Term .”

3.2 Term of Transaction Document. A Transaction Document will become effective on the effective date specified therein, or, if no effective date is specified, on the date such Transaction Document is, with respect to (A) Orders, accepted by the Seller and (B) Statements of Work, fully executed by the Buyer and Seller, and in each case will remain in effect for the period of time set forth in the Transaction Document, unless earlier terminated in accordance with Section 15.2 or its terms, or renewed in accordance with its terms.

4.1 General.

During the Term, the Seller and Buyer may enter into:

(A) Orders and Statements of Work under the (1) Internal Use Agreement pursuant to which the Buyer purchases or licenses, as applicable, Products and Services from the Seller for its own internal use (“ Internal Use Transaction Documents ”), (2) OEM and Supply Chain Agreement pursuant to which the Buyer purchases or licenses, as applicable, Products and Services from the Seller to integrate, embed, bundle or otherwise incorporate with its products and services and sell the end product or service, including solutions sold “as a service,” to its Customers, or to resell to Customers where the Products and Services are not available through the Seller’s established reseller programs (“ OEM and Supply Chain Transaction Documents ”), (3) Managed Service Provider Agreement pursuant to which the Buyer purchases or licenses, as applicable, Products and Services from the Seller to use to provide managed services and solutions to its Customers, where the Buyer retains title to Products (“ Managed Service Provider Transaction Documents ”), or (4) Partner Agreement pursuant to which the Buyer purchases or licenses, as applicable, Products and Services from the Seller under the Seller’s established partner programs to resell to Customers (“ Partner Transaction Documents ”), in each case subject to the Master Agreement and any additional terms and conditions specified in the applicable Order or Statement of Work;

(B) alliances under the Strategic Alliance and Development Agreement, including Teaming Agreements and Development Agreements, to jointly pursue business opportunities and

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engage in joint development activities (“ Strategic Alliance and Development Transaction Documents ”), in each case, subject to the Master Agreement and any additional terms and conditions specified in the applicable Teaming Agreement, Development Agreement or other alliance agreement.

4.2 Existing Agreements. As of the Effective Date, the Parties and certain of their Affiliates are parties to existing arrangements and agreements for the sale of Products and provision of Services for the purposes set forth in Section 4.1 (“ Existing Agreements ”). Existing Agreements for Products and Services will continue in full force and effect, notwithstanding the Parties’ execution of the Master Agreement, if such Existing Agreement (A) is listed in Exhibit 1 or (B) specifies that such Existing Agreement is subject to the terms and conditions set forth in the form of the Master Agreement as of August 1, 2015 (collectively, the “ Continuing Agreements ”). Any Existing Agreements other than as described in subsections (A) and (B) above will be terminated as of the Effective Date, and the Parties may choose to enter into a Transaction Document under the Master Agreement for the receipt of the applicable Products and Services. The Seller, on behalf of itself and its Affiliates that are parties to the Continuing Agreements, agrees to continue to provide to the Buyer the Products and Services being provided under the Continuing Agreements as of the Effective Date, in accordance with the terms of the applicable Continuing Agreement. If a Continuing Agreement listed in Exhibit 1 does not include particular terms that are included in the Agreement or the Additional Terms that are applicable to the nature of Products and Services provided under such Continuing Agreement, then such terms will be deemed to be incorporated into such Continuing Agreement, provided that the terms in the Agreement or the Additional Terms will not replace any terms included in the Continuing Agreement. As of the Effective Date, references in a Continuing Agreement to an HPI Business unit will be deemed to be references to HPI, and references to an HPE Business unit will be deemed to be references to HPE.

4.3 Local Country Participation Agreements. The Parties agree and acknowledge that an Affiliate of a Party located outside of the United States may want to purchase Products and Services of the other Party or an Affiliate thereof. In order for the Buyer and Seller to comply with applicable Laws in a particular country or mitigate tax or regulatory liabilities, it may be necessary to modify certain terms of the Master Agreement with respect to the applicable Transaction Documents. In that case, and subject to additional requirements set forth in the applicable Additional Terms, the Buyer or Seller may request, and the Buyer and Seller will negotiate in good faith, a Local Country Participation Agreement, which will incorporate and be subject to the terms of the Master Agreement. Each such Local Country Participation Agreement will only deviate from the terms and conditions set forth in the Master Agreement and the applicable Transaction Document to the extent necessary to address applicable local Laws, or tax or regulatory issues, and in no event will a Local Country Participation Agreement amend or override any provision of the Master Agreement except to address applicable local Laws or tax or regulatory issues.

4.4 Purchases from Seller Partners. The Parties acknowledge and agree that nothing in the Master Agreement limits the right of the Buyer to purchase any Products or Services from any Seller Partner, provided that a Party and Affiliates thereof will only purchase Products and Services for its internal use from the other Party or Affiliates thereof, and will not make such purchases from Seller Partners, except as permitted in the Internal Use Agreement. Any purchases from Seller Partners will be subject to the terms and conditions set forth in the relevant agreement between the applicable Seller Partner and the Buyer, and of the terms and conditions set forth in the Master Agreement relating to the purchase by the Buyer from the Seller of any Products or Services (including pricing and pricing-related terms) will not apply to such purchases, unless otherwise specified in the applicable Additional Terms.

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4.5 Excluded Services. The Master Agreement is not applicable to Services provided pursuant to that certain (A) Information Technology Service Agreement entered into by and between HPI and Hewlett Packard Enterprise Services, LLC as of November 1, 2015 or (B) Operating Agreement entered into by and between HPI and Hewlett Packard Financial Services Company as of November 1, 2015.

4.6 Product Changes. Each Party will provide the other Party notice of discontinued Products and Services at least 60 days prior to such discontinuance. The Seller will provide the Buyer the statements of direction for Products and Services upon the Buyer’s reasonable request and in accordance with the Seller’s standard roadmap policy.

5.1 Executive Sponsors. Each Party will appoint one representative to provide leadership and guidance to such Party’s governance organization and activities, progress the goals and objectives of the relationship, and resolve escalated issues in accordance with the dispute escalation procedures (each, an “ Executive Sponsor ”). Either Party may replace its Executive Sponsor at any time upon notice to the other; provided, however, that if a Party is dissatisfied in any way with such a replacement, the Parties will work in good faith to communicate and resolve such dissatisfaction. The Executive Sponsors as of the Effective Date are identified in Exhibit 2 .

5.2 Relationship Managers. Each Party will appoint two representatives to be the designated managers for the Parties’ relationship with respect to the Master Agreement in its capacity as a Buyer and a Seller (each, a “ Relationship Manager ”). Either Party may replace a Relationship Manager at any time upon notice to the other; provided, however, that if a Party is dissatisfied in any way with such a replacement, the Parties will work in good faith to communicate and resolve such dissatisfaction. The Relationship Managers as of the Effective Date are identified in Exhibit 2 . The Relationship Managers will set up and manage a global governance structure for the Parties’ relationship.

5.3 Additional Governance Roles and Processes. Additional governance roles and processes may be set forth in the Additional Terms.

5.4 Quarterly Account Reviews. The Executive Sponsors and Relationship Managers of each Party will participate in account review meetings on a quarterly basis to review the status of the Parties’ relationship and discuss goals for the following quarter.

6.1 General. All Seller Personnel will be deemed to be the Seller’s agents, employees or contractors and not employees, agents, or contractors of the Buyer. The Seller assumes full liability for all acts and omissions of Seller Personnel while providing Products or performing Services, and the acts or omissions of Seller Personnel will be deemed to be acts or omissions of the Seller. The Seller will at all times remain the employer of all of its employees performing the Services, and will perform all of the responsibilities of an employer under applicable Laws. Each Party agrees to cause its Affiliates to perform the obligations contemplated to be performed by such Affiliates by the Master Agreement.

6.2 Use of Subcontractors. Subject to any limitations set forth in the applicable Additional Terms, a Seller may subcontract its obligations under a Transaction Document to a subcontractor. No

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subcontracting or delegation will release the Seller from its responsibility for its obligations under the Master Agreement and Transaction Documents, and the Seller will be responsible for all acts and omissions of Seller’s subcontractors, including compliance or noncompliance with any term of the Master Agreement or Transaction Documents. Any work performed by the Seller’s subcontractors will be deemed work performed by the Seller. The Seller will be responsible for all payments to the Seller’s subcontractors. The Seller will ensure that any Person to which the Seller subcontracts or delegates any performance of the Services or any obligations set forth in the Master Agreement or a Transaction Document complies with the Master Agreement and such Transaction Document.

6.3 Requirements and Conduct. The Seller will cause any Seller Personnel, when at the Buyer’s or a Customer’s facilities, to comply with the Buyer’s or such Customer’s, as applicable, rules, regulations and work conduct policies.

6.4 Removal. With respect to Seller Personnel performing Services for the Buyer or a Customer, if the Buyer requests in good faith that any such Seller Personnel be removed from the performance of such Services, then upon receipt of such request, the Seller will have a reasonable period of time (but no longer than five business days) to remove such Seller Personnel from performance of such Services and replace such individual.

7.1 Ownership. No transfer of ownership of any Intellectual Property will occur under the Master Agreement.

7.2 Licenses. No license or rights to Intellectual Property of either Party or its Affiliates is granted under the Master Agreement, except as set forth in Section 7.4 and except as may be set forth in any Additional Terms or Transaction Documents. All rights in a Party’s or its Affiliates’ Intellectual Property not expressly granted in any Additional Terms or Transaction Documents are expressly reserved by each Party or its Affiliates, as applicable.

7.3 U.S. Federal Government Use . If any software is licensed to the Buyer or a Customer under the Master Agreement for use in the performance of a U.S. government prime contract or subcontract, the Buyer agrees and will cause the applicable Customer to agree, that, such software is delivered as “commercial computer software” as defined in DFARS 252.227-7014 (Jun 1995), or as a “commercial item” as defined in FAR 2.101(a), or as “restricted computer software” as defined in FAR 52.227-20 (Jun 1987), or any equivalent agency regulation or contract clause, whichever is applicable.

7.4 Trademarks. Except as set forth in this Section, and except as expressly permitted by and subject to the requirements of any applicable Additional Terms, no rights are granted under the Master Agreement to a Party or its Affiliates to use any Marks of the other Party or such other Party’s Affiliates. Each Party grants to the other Party a limited non-exclusive, non-transferable permission to use its Marks during the Term only as necessary to develop and maintain the custom catalogs described in Exhibit 3 , provided that any such use will be subject to the licensing Party’s approval in each such instance, and such use will be in accordance with any standards for such use provided by the other Party. All goodwill arising from the use of the other Party’s or its Affiliates’ marks will inure to and be owned by the other Party. All rights not expressly granted are reserved to the owner of the Marks, and the use of the other Party’s or its Affiliates’ Marks will never mean, or be implied to mean, that there is a transfer of ownership of such Marks between the Parties or their Affiliates, or any license or permission to use the Marks other than as expressly set forth in this Section 7.4 .

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8.1 Audit Rights. The Parties agree that each Party in its capacity as a Buyer (the “ Auditing Party ”) will have the right during the Term and for the time period that the other Party in its capacity as a Seller is required to maintain Records pursuant to Section 8.2 , to engage a third party designated by the Auditing Party and approved by the other Party (the “ Audited Party ”) to audit, following not less than five business days’ prior written notice, the Audited Party’s Records to verify the Audited Party’s compliance with the terms and conditions of the Master Agreement and Transaction Documents. Any such audit will be at the Auditing Party’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing Confidential Information of the Audited Party to the Auditing Party, except to the extent required to report on the extent to which the Audited Party is not in compliance with the terms and conditions of the Master Agreement and Transaction Documents.

8.2 Records Retention. The Seller will maintain Records for at least the greater of (A) two years following the expiration or termination of the Master Agreement and (B) the time period required under its internal records retention policy.

The prices for the Products and Services provided under a Transaction Document will be as set forth in the applicable Transaction Document and will be determined in accordance with the pricing methodology set forth in the applicable Additional Terms.

10.1 Confidential Information.

(A) General . Each Party acknowledges that they may be furnished with, receive or otherwise have access to information of or concerning the other Party or the other Party’s Affiliates that such other Party or its Affiliates considers to be confidential, a trade secret or otherwise restricted. As used in the Master Agreement, “ Confidential Information ” will mean all information, in any form, furnished or made available, directly or indirectly, by one Party or its Affiliates or their Customers (the “ Disclosing Party ”) to the other Party or its Affiliates (the “ Receiving Party ”) or the Receiving Party’s officers, directors, principals, employees, agents, auditors, advisors, bankers, attorneys and other representatives (the “ Representatives ”) in connection with the Master Agreement or Transaction Documents that is marked confidential, restricted, or with a similar designation or which, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential, including the Disclosing Party’s data, business, customer information, business practices, data processes, computer or software products or programs and all related documentation, cost and pricing data, know-how, marketing or business plans, research and development information, analytical methods and procedures, hardware design, technology, financial information, and personnel or customer data.

(B) Obligations . The Receiving Party will, and will cause its Representatives (1) to hold Confidential Information in strict confidence and apply at least the standard of care used by the Receiving Party in protecting its own confidential information, but in no event less than a reasonable standard of care, and not to disclose such Confidential Information to any third party without the Disclosing Party’s prior consent, except as permitted by Section 10.1(C) , and (2) without the written

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permission of the Disclosing Party, not to use any Confidential Information of the Disclosing Party except as reasonably required to exercise its rights or perform its obligations under the Master Agreement or Transaction Documents. In the event of any possession, use, disclosure or loss of, or inability to account for, any Confidential Information other than as permitted by the Master Agreement, the Receiving Party will promptly (a) notify the Disclosing Party upon becoming aware thereof; (b) provide to the Disclosing Party all known details and take such actions as may be necessary or reasonably requested by the Disclosing Party to pursue its legal rights and remedies and to minimize the possession, use, disclosure or loss; and (c) cooperate in all reasonable respects with the Disclosing Party to minimize the violation and any damage resulting therefrom.

(C) Compelled Disclosure . The Receiving Party may disclose Confidential Information as required to satisfy any legal requirement of a Governmental Authority, provided that, immediately upon receiving any such request and to the extent that it may legally do so, the Receiving Party advises the Disclosing Party of the request prior to making such disclosure so that the Disclosing Party may interpose an objection to such disclosure, take action to ensure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.

(D) Exclusions . Except with respect to personally identifiable information, Section 10.1(B) will not apply to any particular information that the Receiving Party can demonstrate: (1) was, at the time of disclosure to it, in the public domain; (2) after disclosure to it, was published or otherwise became part of the public domain through no fault of the Receiving Party; (3) was in the possession of the Receiving Party at the time of disclosure to it; (4) was received after disclosure to it from a third party who had a lawful right to disclose such information to it without any obligation to restrict its further use or disclosure; or (5) was independently developed by the Receiving Party without reference to Confidential Information.

(E) No Implied Rights . Each Party’s Confidential Information will remain the property of that Party. Nothing contained in this Article will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party.

10.2 Data.

(A) Ownership . Each Party’s data will be and remain, as between the Parties, the property of such Party. Neither Party nor its Affiliates will possess or assert any lien or other encumbrance or right against or to the other Party’s data, and neither Party will have any rights to any data obtained from the other Party or the other Party’s Customers, except as expressly set forth in a Transaction Document.

(B) Training and Awareness . In the event that the Seller will have access to data of the Buyer or Customers, including personal data, the Seller will ensure that its personnel (including employees and contractors) performing the applicable Services receive access to and training on the Seller’s cybersecurity and data privacy policies and procedures as needed to perform the applicable Services. The Seller will provide the Buyer with access to such policies and procedures, which are considered proprietary and confidential information of the Seller. The Buyer will provide the Seller with its own policies and procedures related to cybersecurity and data privacy that are directly applicable to the applicable Services. If the policies and procedures conflict with each other, the Seller will follow its own policies and procedures unless otherwise required by Law or pursuant to written agreement of the Buyer.

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(C) Policies and Overview . The Seller will maintain Safeguards appropriate to the sensitivity of data being stored, transmitted, processed, maintained, modified, or analyzed on behalf of the Buyer. The Seller may change such Safeguards at any time due to changes in applicable Laws or to changes in the Seller’s business practices or the business environment where the Seller is operating. The Seller and Buyer understand that cybersecurity and data privacy threats are dynamic and evolving. Accordingly, the Seller’s Safeguards will contain measures designed to safeguard against these threats based on the Seller’s assessment of the threat landscape, but such measures are not a guarantee of protection.

(D) Buyer Responsibilities . The Buyer is responsible for implementing protective measures to safeguard data, including appropriate policies and procedures, technical measures (e.g., encryption, firewalls, multi-factor authentication, etc.), and training of affected personnel, whether employees or contractors. In all cases, the Buyer is responsible for complying with applicable Laws.

(E) Compliance with Law . Data that is accessed, stored, transmitted, processed, maintained, modified or analyzed (collectively, “ Accessed ”) by the Seller, its partners, or its contractors on behalf of the Buyer or Customers, or with the purpose of providing products or services to the Buyer or Customers, may be subject to various legal and regulatory standards depending on the jurisdiction where the parties or data subjects are located or where the data is Accessed. If the Buyer intends to purchase Services from the Seller that would result in any personally identifiable information (financial, medical, or otherwise) being Accessed by the Seller, the Buyer is responsible for notifying the Seller prior to the initiation of the applicable Services. The Seller will work in good faith with the Buyer to enter into any supplemental agreements required by applicable Laws regarding the handling of personally identifiable information Accessed by the Seller through the performance of the applicable Services.

(F) Breach Notification . The Seller will comply with data breach notice requirements where specifically applicable to data. If the Seller discovers that any legally protected information Accessed by the Seller, its partners, or its contractors as a result of the performance of the applicable Services has been accessed by a third party through any means without authorization, the Seller will notify the Buyer’s designated representative within two days of becoming aware of the access, but in no event later than required by applicable Law.

(G) Liability . The Seller will not be liable for the Buyer’s failure to abide by appropriate and reasonable security standards for the protection of the Buyer’s or Customer data. To the extent that Buyer or Customer data containing personally identifiable information is Accessed by the Seller, the Seller will use appropriate and reasonable Safeguards to secure the personally identifiable information against unauthorized or unlawful access. The Buyer and Seller acknowledge that Safeguards do not completely eliminate all threats to data security or data integrity. In the event of a Data Breach that is directly caused by the Seller’s failure to comply with applicable Laws, the Seller will be responsible for legally imposed damages, fines and penalties required to be paid by the Buyer in connection with such Data Breach, as well as the costs of preparation and mailing of notification letters and credit monitoring services for impacted individuals for up to 12 months.

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11.1 Organization and Good Standing. Each Party represents and warrants that it is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

11.2 Authorization. Each Party represents and warrants that it has all requisite corporate power and authority to execute, deliver and perform its obligations under the Master Agreement and the execution, delivery and performance of the Master Agreement by such Party has been duly authorized by such Party.

11.3 Licenses and Qualifications. Each Party represents and warrants that it is duly licensed, authorized or qualified to do business in every jurisdiction in which a license, authorization or qualification is required for the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations under the Master Agreement.

11.4 Compliance with Law. Each Party represents and warrants that it is in compliance with all Laws applicable to its obligations under the Master Agreement and has obtained all applicable permits and licenses required of it in connection with its obligations under the Master Agreement.

11.5 Absence of Conflicts. Each Party represents and warrants that there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to such Party, would reasonably be expected to have a material adverse effect on its ability to fulfill its obligations under the Master Agreement, and that its execution of the Master Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which it is a party or by which it is bound.

11.6 Power and Authority. Each Party represents that it has full power and authority to grant the other Party the rights granted herein without the consent of any other party and any materials developed or furnished by one Party to the other Party under the Master Agreement are free of any and all restrictions, settlements, judgments or adverse claims.

11.7 Disclaimer. EXCEPT AS SPECIFIED IN THIS ARTICLE, THE ADDITIONAL TERMS AND ANY TRANSACTION DOCUMENTS, NEITHER PARTY NOR ITS AFFILIATES MAKES ANY WARRANTIES WITH RESPECT TO THE PRODUCTS, SERVICES AND ANY OTHER MATERIALS PROVIDED BY SUCH PARTY OR ITS AFFILIATES AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

12.1 General. Each Party (as “ Indemnifying Party ”) will indemnify, defend and hold harmless the other Party and its Affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, “ Indemnified Party ”), from and against any and all Losses incurred by Indemnified Party arising out of any third-party action, suit or proceeding alleging: (A) Indemnifying Party’s breach of any warranty, or inaccuracy of any representation, set forth in Article 11 ; (B) bodily injury (including death) or damage to or loss of real or tangible personal property resulting from Indemnifying Party’s gross negligence or willful misconduct; (C) Indemnifying Party’s breach of its obligations with respect to Indemnified Party’s Confidential Information or data, including those obligations set forth in Article 10 ; (D) Indemnifying Party’s failure to comply with any applicable Law in

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the performance of its obligations under the Master Agreement; or (E) Indemnifying Party’s fraud, willful misconduct or gross negligence in connection with the performance of its obligations under the Master Agreement, except, in the case of each of the foregoing, to the extent that such Losses were caused by Indemnified Party’s gross negligence or willful misconduct.

12.2 Infringement.

(A) Indemnifying Party will defend, at its expense, Indemnified Party and its Customers against any action, suit or proceeding brought against Indemnified Party or such Customers by a third party alleging infringement or misappropriation of Intellectual Property arising from Indemnified Party’s or such Customers’ use of Indemnifying Party’s Seller-Branded Products, Deliverables or Intellectual Property licensed pursuant to Additional Terms, or receipt of Indemnifying Party’s Services (such Seller-Branded Products, Deliverables, Intellectual Property and Services, collectively “ Seller-Provided Resources ”), and will indemnify Indemnified Party and its Customers for all amounts finally awarded by a court or agreed in a settlement and reasonable attorney’s fees resulting from such action, suit or proceeding, except to the extent that the infringement or misappropriation arises out of (1) third-party content within such Seller-Provided Resources; (2) a modification of such Seller-Provided Resources other than by Indemnifying Party (unless such modification was authorized by Indemnifying Party); (3) a modification of such Seller-Provided Resources by Indemnifying Party in accordance with Indemnified Party’s specifications or instructions; (4) combination, operation or use of such Seller-Provided Resources with non-Seller-Provided Resources if the claim of infringement or misappropriation could have been avoided had such combination, operation or use not occurred; (5) use of such Seller-Provided Resources for purposes not contemplated by the Master Agreement, applicable Transaction Documents or applicable Specifications and documentation provided by the Seller; or (6) a Seller-Branded Product or Deliverable that is not at the most current release level if the most current release level is non-infringing and has been made available to Indemnified Party at no additional cost.

(B) If the Buyer or a Customer is enjoined from, or if the Seller believes the Buyer or a Customer may be enjoined from, using any Seller-Provided Resource as a result of any action or proceeding brought by a third party alleging infringement or misappropriation, or if the Seller believes that such a claim may arise, the Seller will, in addition to indemnifying the Buyer as provided in this Section, (1) promptly, at Indemnifying Party’s expense, secure the right to continue using such Seller-Provided Resource, or (2) if this cannot be accomplished with commercially reasonable efforts, then, at Indemnifying Party’s cost and expense, replace or modify such Seller-Provided Resource to make it non-infringing, provided that any such replacement or modification will not degrade the performance or quality of such Seller-Provided Resource, or (3) if neither of the foregoing can be accomplished by Indemnifying Party with commercially reasonable efforts, and only in such event, then the Buyer will, as applicable (a) return the applicable Seller-Branded Product or Deliverable and receive a refund of the amount paid for the affected Product if the claim is brought in the first year after purchase or the depreciated value if the claim is brought thereafter, (b) cease use of the applicable Intellectual Property, in which case the Seller will refund any amounts paid for such Intellectual Property, or (c) cease use of the applicable Service, in which case the Seller will, with respect to (i) Support Services, refund any prepaid amounts for the applicable Service and the ongoing fees will be equitably adjusted to reflect such removal, and (ii) Professional Services, refund the amount paid for the applicable Professional Services. The remedies set forth in this Section state the Seller’s entire liability, and the Buyer’s sole and exclusive remedies, with respect to any infringement or misappropriation by Seller-Provided Resources of any third-party Intellectual Property rights.

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12.3 Indemnification Procedures.

(A) To be entitled to indemnification under Section 12.1 or Section 12.2 , Indemnified Party must promptly (and in no event later than 10 days) after receipt by Indemnified Party of notice of the assertion or the commencement of any action, proceeding or other claim by a third party in respect of which Indemnified Party will seek indemnification pursuant to Section 12.1 or Section 12.2 , notify Indemnifying Party of such claim. Indemnified Party’s failure to notify Indemnifying Party within such time period will not relieve Indemnifying Party of its obligations under the Master Agreement except to the extent that Indemnifying Party can demonstrate that it was prejudiced by such failure, and Indemnifying Party will not be required to reimburse Indemnified Party for any litigation expenses during the period in which Indemnified Party failed to notify Indemnifying Party. Within 15 days following receipt of notice from Indemnified Party relating to any claim, but no later than 10 days before the date on which any response to a complaint or summons is due, Indemnifying Party will notify Indemnified Party if Indemnifying Party acknowledges its indemnification obligation and elects to assume control of the defense and settlement of that claim (a “ Notice of Election ”).

(B) If Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim, provided that (1) Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (2) Indemnifying Party will obtain the prior approval of Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim. After Indemnifying Party has delivered a Notice of Election relating to any claim in accordance with Section 12.3(A) , Indemnifying Party will not be liable to Indemnified Party for any legal expenses incurred by Indemnified Party in connection with the defense of that claim. In addition, Indemnifying Party will not be required to indemnify Indemnified Party for any amount paid or payable by Indemnified Party in the settlement of any claim for which Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the consent of Indemnifying Party.

(C) If Indemnifying Party does not deliver a Notice of Election relating to a claim, or otherwise fails to acknowledge its indemnification obligation or to assume the defense of a claim, within the required notice period, Indemnified Party will have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of Indemnifying Party, including payment of any judgment or award and the costs of settlement or compromise of the claim. Indemnifying Party will promptly reimburse Indemnified Party for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim.

12.4 Subrogation. In the event that Indemnifying Party will be obligated to indemnify Indemnified Party pursuant to this Article, Indemnifying Party will, upon fulfillment of its obligations with respect to indemnification, including payment in full of all amounts due pursuant to its indemnification obligations, be subrogated to the rights of Indemnified Party with respect to the claims to which such indemnification relates.

13.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3 AND SECTION 13.4 , IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE UNDER THE MASTER AGREEMENT TO THE OTHER PARTY, THE OTHER PARTY’S AFFILIATES OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST REVENUES OR PROFITS, DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF OR DAMAGE TO DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

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13.2 Except as otherwise provided in Section 13.3 and Section 13.4 , the aggregate liability of a Party or, if applicable, its Affiliate, whether arising out of breach of contract, tort (including breach of warranty, negligence and strict liability in tort) or otherwise, in connection with (A) a breach of a Transaction Document will not exceed an amount equal to the greater of (1) the total amounts paid or payable by the Buyer to the Seller under such Transaction Document for the 12 months prior to the month in which the most recent event giving rise to liability occurred and (2) $1,000,000, and (B) a breach of the Master Agreement that arises in connection with the provision of particular Products or Services under one or more Transaction Documents will not exceed an amount equal to the greater of (1) the total amounts paid or payable by the Buyer to the Seller under the affected Transaction Documents for the 12 months prior to the month in which the most recent event giving rise to liability occurred and (2) $1,000,000.

13.3 The exclusions set forth in Section 13.1 and the limitations set forth in Section 13.2 will not apply with respect to Losses arising from: (A) fraud, willful misconduct or gross negligence of a Party or its Affiliates in performing its obligations under the Master Agreement; (B) claims that are subject to indemnification pursuant to Article 12 (other than Losses arising from Data Breaches); (C) bodily injury (including death) or damage to or loss of real or tangible personal property resulting from the other Party’s or its Affiliates’ negligence or willful misconduct; (D) a Party’s or its Affiliates’ breach of Article 10 (other than Losses arising from Data Breaches); (E) a Party’s or its Affiliates’ infringement or misappropriation of the other Party’s Intellectual Property; (F) a Party’s or its Affiliates’ willful repudiation of the Master Agreement or Transaction Documents; or (G) any additional exclusions set forth in the applicable Additional Terms.

13.4 The exclusions set forth in Section 13.1 and the limitations set forth in Section 13.2 will not apply with respect to Losses arising from Data Breaches, provided that (A) the liability will be limited to legally imposed damages, fines and penalties required to be paid by the Buyer in connection with such Data Breach, costs of preparation and mailing of notification letters and credit monitoring services for impacted individuals for up to 12 months, (B) the liability of a Party or, if applicable, its Affiliates, under the affected Transaction Documents for such amounts will not exceed the greater of (1) two times the total amounts paid or payable by Buyer to Seller under the applicable Transaction Documents for the 12 months prior to the month in which the most recent event giving rise to liability occurred and (2) $24,000,000, provided further that such limitations will not apply with respect to Data Breaches occasioned by the fraud, willful misconduct or gross negligence of a Party in performing its obligations under the Master Agreement.

14.1 General. Except as expressly provided in this Article, the procedures set forth in this Article will apply to any dispute, controversy or claim, whether in contract, tort or otherwise, arising out of or relating to the Master Agreement, between the Parties (each, a “ Dispute ”). Each Party agrees that the procedures set forth in this Article will be the sole and exclusive procedures in connection with any such Dispute and irrevocably waives any right to commence any action in or before any Governmental Authority, except as expressly provided in this Article, and except to the extent provided under the Federal Arbitration Act, 9 U.S.C. §§1 et seq. (the “ Arbitration Act ”), in the case of judicial review of arbitration results or awards. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.

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14.2 Negotiations between Parties’ Designated Representatives. The Parties will make a good faith attempt to resolve any Dispute through negotiation. In the event of a Dispute, the Party that desires to initiate the dispute resolution process will provide a notice of the Dispute (“ Dispute Notice ”) to the other Party. If the Dispute arises out of or relates to any Additional Terms, then the governance contacts identified in the applicable Additional Terms will first negotiate in good faith in an attempt to resolve such Dispute amicably. If the Dispute does not arise out of or relate to any particular Additional Terms, or if the governance contacts identified in the applicable Additional Terms are not able to resolve the Dispute to the mutual satisfaction of the Parties within five business days after the initial written notice of the Dispute (or such longer period as the Parties may agree), then the applicable Relationship Managers (or such other persons as each Party may designate) will negotiate in good faith in an attempt to resolve such Dispute. If such Dispute has not been resolved to the mutual satisfaction of the Parties within 30 days after the initial written notice of the Dispute (or such longer period as the Parties may agree), then the Executive Sponsors will meet within 30 days after the end of the first 30-day negotiating period to attempt to resolve the Dispute. During the course of negotiations under this Section, all reasonable requests made by one Party to the other for information, including reasonable requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. If the Parties are unable for any reason to resolve a Dispute within 30 days after the Executive Sponsors first meet to attempt to resolve the Dispute or if a Party reasonably concludes that the other Party is not willing to negotiate in good faith as contemplated by this Section, either Party may submit the Dispute to binding mediation in accordance with Section 14.3 .

14.3 Binding Mediation. Any Dispute not resolved pursuant to Section 14.2 will, at the written request of any Party (a “ Mediation Request ”), be submitted to binding mediation in accordance with the International Institute for Conflict Prevention & Resolution (“ CPR ”) Mediation Procedure (the “ Procedure ”) then in effect, except as otherwise set forth in this Article. The mediation will be held in Palo Alto, California or such other place as the Parties may mutually agree. The Parties will have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within 20 days of receipt by a Party of a Mediation Request, then any Party may request (on notice to the other Party) that CPR appoint a mediator in accordance with the Procedure. If the Dispute has not been resolved within the earlier of 60 days of the appointment of a mediator or 90 days after receipt by a Party of a Mediation Request, or within such longer period as the Parties may agree to in writing, either Party may submit the Dispute to binding arbitration in accordance with Section 14.4 ; provided, however, that if one Party fails to participate in the mediation, the other Party may commence arbitration in accordance with Section 14.4 prior to the expiration of the time periods set forth above.

14.4 Arbitration.

(A) Any Dispute that arises under the Master Agreement that is not resolved pursuant to Section 14.2 or Section 14.3 will, at the written request of either Party (an “ Arbitration Demand Notice ”), be submitted to binding arbitration in accordance with this Section. If either Party delivers an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as contemplated by Section 14.2 or a Mediation Request as contemplated by Section 14.3 . Subject to Section 14.6 , upon delivery of an Arbitration Demand Notice pursuant to this Section, the Dispute will be decided in accordance with this Section.

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(B) Any arbitration hereunder will be conducted in accordance with CPR Rules for Administered Arbitration then in effect (the “ CPR Arbitration Rules ”); provided, however, that to the extent that the provisions of the Master Agreement and the CPR Arbitration Rules conflict, the provisions of the Master Agreement (including this Article) will govern. Unless the Parties otherwise agree, any such arbitration will be conducted by and before a single arbitrator. Any arbitrator selected pursuant to this Section will be neutral and disinterested with respect to each of the Parties and the subject matter of the Dispute.

(C) The arbitrator will have full power and authority to determine issues of arbitrability but will otherwise be limited to interpreting or construing the applicable provisions of the Master Agreement and Transaction Documents and will have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of the Master Agreement or Transaction Documents; it being understood that the arbitrator will have full authority to implement the provisions of the Master Agreement and Transaction Documents, and to fashion appropriate remedies for breaches of the Master Agreement and Transaction Documents (including interim or permanent injunctive relief); provided, however, that the arbitrator will not have (1) any authority in excess of the authority a court having jurisdiction over the Parties and the Dispute would have absent these arbitration provisions or (2) any right or power to award special, indirect, punitive, exemplary, consequential, remote, speculative or similar damages in excess of compensatory damages, except to the extent such damages are expressly permitted by the terms of the Master Agreement. It is the intention of the Parties that in rendering a decision the arbitrator will give effect to the applicable provisions of the Master Agreement and Transaction Documents and follow applicable Law.

(D) If a Party fails or refuses to appear at and participate in an arbitration hearing after due notice, the arbitrator may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances will be as valid and enforceable as if the Parties had appeared and participated fully at all stages.

(E) Notwithstanding anything to the contrary herein, the fees of the arbitrator and all other arbitration costs will be borne equally by each Party, except that each Party will be responsible for its own attorney’s fees and other costs and expenses, including the costs of witnesses selected by such Party.

(F) Any arbitration award will be an award with a holding in favor of or against a Party and will include findings as to facts, issues or conclusions of law, and will include a statement of the reasoning on which the award rests. The award must also be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

(G) Any arbitration proceedings hereunder will be held in Palo Alto, California or such other place as the Parties may mutually agree.

(H) The arbitration, including the interpretation of the provisions of this Article only to the extent they relate to the agreement to arbitrate set forth herein and any procedures pursuant thereto, will be governed by the Arbitration Act. In all other respects, the interpretation of the Master Agreement and Transaction Documents will be governed as set forth in Section 14.5 .

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14.5 Governing Law, Jurisdiction and Venue. The Master Agreement, and performance under the Master Agreement, will be governed by and construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. The Parties irrevocably and unconditionally consent to venue in the State of Delaware (and hereby waive any claims of forum non conveniens with respect to such venue) and to the exclusive jurisdiction of the state and federal courts in Delaware. The Parties further consent to the jurisdiction of any state court located within a district that encompasses assets of a Party against which a judgment has been rendered for the enforcement of such judgment against the assets of such Party.

14.6 Equitable Remedies. Each Party acknowledges that, in the event the receiving Party breaches (or attempts or threatens to breach) its obligations under Article 10 or restrictions on its right to use Intellectual Property of the other Party, including as may be set forth in a Transaction Document, the disclosing Party may be irreparably harmed. In such a circumstance, the disclosing Party may proceed directly to court. If a court of competent jurisdiction should find that the receiving Party has breached (or attempted or threatened to breach) any such obligations, the receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

14.7 Confidentiality of Dispute Resolution Proceedings. Except as required by applicable Law, the existence, content and result of all Dispute resolution proceedings pursuant to this Article will be confidential and will not be disclosed by any Party (other than to the extent disclosure is permitted pursuant to Section 10.1 or as may be required in order to enforce any agreement or award). Each of the Parties will request that the mediator or arbitrator, as applicable, comply with such confidentiality requirement.

14.8 Continued Performance. Each Party agrees to continue performing its obligations under the Master Agreement and Transaction Documents while a dispute is being resolved except to the extent the issue in dispute precludes performance (dispute over payment will not be deemed to preclude performance) and without limiting either Party’s right to terminate the Master Agreement and Transaction Documents, as provided in Article 15 .

15.1 Termination of the Master Agreement. In the event that a Party:

(A) commits a Material Breach that is capable of being cured within 30 days after notice of breach from the other Party, but is not cured in such 30-day period;

(B) commits a Material Breach that is not capable of being cured within 30 days but is capable of being cured within 60 days and fails to (1) proceed promptly and diligently to correct the breach and (2) cure the breach within 60 days of notice thereof;

(C) commits a Material Breach that is not capable of being cured with due diligence within 60 days of notice thereof;

(D) commits numerous breaches of its duties or obligations under the Master Agreement which collectively constitute a Material Breach; or

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(E) becomes insolvent, files a voluntary petition in bankruptcy or an involuntary petition is filed against it and is not dismissed within 45 days, is adjudged bankrupt, makes an assignment of its assets for the benefit of its creditors, or becomes subject to a receivership,

then the other Party may, by giving notice to the breaching Party, terminate the Master Agreement, in whole or in part, as of a date specified in the notice of termination, without cost or penalty.

15.2 Termination of a Transaction Document. In the event that a party to a Transaction Document:

(A) commits a material breach of its obligations under a Transaction Document that is capable of being cured within 30 days after notice of breach from the other Party, but is not cured in such 30-day period;

(B) commits a material breach of its obligations under a Transaction Document that is not capable of being cured within 30 days but is capable of being cured within 60 days and fails to (1) proceed promptly and diligently to correct the breach and (2) cure the breach within 60 days of notice thereof;

(C) commits a material breach of its obligations under a Transaction Document that is not capable of being cured with due diligence within 60 days of notice thereof;

(D) commits numerous breaches of its duties or obligations under a Transaction Document which collectively constitute a material breach of its obligations under the Transaction Document; or

(E) becomes insolvent, files a voluntary petition in bankruptcy or an involuntary petition is filed against it, is adjudged bankrupt, makes an assignment of its assets for the benefit of its creditors, or becomes subject to a receivership,

then the other party to the Transaction Document may, by giving notice to the breaching party, terminate the Transaction Document, as of a date specified in the notice of termination, without cost or penalty.

15.3 Effect of Termination or Expiration.

(A) In the event of expiration of the Master Agreement, or termination of the Master Agreement in whole, any Transaction Documents then in effect will continue until their expiration or termination in accordance with their terms, and the terms of the Master Agreement will survive with respect to each such Transaction Document until such expiration or termination, provided that the Parties may not enter into any new Transaction Documents under the Master Agreement.

(B) In the event of termination of the Master Agreement in part such that particular Additional Terms are terminated, any Transaction Documents entered into under such Additional Terms that are then in effect will continue until their expiration or termination in accordance with their terms, and the terms of the applicable Additional Terms will survive with respect to each such Transaction Document until such expiration or termination, provided that the Parties may not enter into any new Transaction Documents under such applicable Additional Terms.

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(C) In the event of termination of a Transaction Document, (1) any unfulfilled obligations under such Transaction Document will be cancelled, (2) the Buyer will pay to the Seller any fees for Products properly provided and Services properly performed through the effective date of termination, and (3) each party will promptly return to the other party or destroy (and provide certification of such destruction to the other party) any materials that constitute such other party’s Confidential Information. Where the Transaction Document involves provision of ongoing services to a Customer, any termination assistance Services that will be provided by the Seller will be set forth in the applicable Transaction Document.

15.4 Survival. The provisions of Article 8 , Article 10 , Article 12 , Article 13 , Article 14 , this Section, Section 16.8 , Section 16.14 , as well as any other provision of the Master Agreement which contemplates performance or observance subsequent to termination or expiration of the Master Agreement, will survive termination or expiration of the Master Agreement and continue in full force and effect.

16.1 Binding Nature and Assignment. The Master Agreement will be binding on the Parties and their respective successors and assigns. Neither Party may, nor will either Party have the power to, assign, novate or transfer any or all of its rights or obligations under the Master Agreement, including to an Affiliate, without the prior consent of the other Party (not to be unreasonably withheld). Any Change of Control, or assignment by operation of Law, order of any court, or pursuant to any plan of liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties. The Parties agree and acknowledge that, if a Party requests the consent of the other Party to an assignment of the Master Agreement by such Party pursuant to this Section (including a deemed assignment that would occur as a result of a Change of Control of such Party), it would not be unreasonable for such other Party to withhold its consent to such proposed assignment if the proposed assignee (or the Person that is acquiring Control of such Party in a transaction that will result in a Change of Control) is a competitor of such other Party. In the event of a Change in Control with respect to a Party, such Party will notify the other Party, and provide such information regarding such change as required by the other Party, within five days prior to the intended date of change, or on the earliest date that such Party is legally permitted to provide such information, but not later than five business days after the Change of Control has occurred. An assignment of the Master Agreement by a Party (including a Change of Control) to which the other Party has not consented in accordance with this Section will be deemed to be a Material Breach by such Party that is not capable of being cured.

16.2 Entire Agreement; Amendment. The Master Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in the Master Agreement. No amendment of the Master Agreement will be valid unless in writing and signed by an authorized representative of each Party (as designated by each Party from time to time).

16.3 Consents and Approvals. Where agreement, approval, authorization, acceptance, consent, or similar action by either Party is required under the Master Agreement, such action will be in writing and, except where expressly provided as being in the discretion of a Party, will not be unreasonably delayed or withheld. An approval or consent given by a Party under the Master Agreement will not relieve the other Party from responsibility for complying with the requirements of the Master Agreement, nor will it be construed as a waiver of any rights under the Master Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

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16.4 Force Majeure. Except for a Party’s payment obligations and obligations under Article 12 , neither Party will be liable for any default or delay in the performance of its obligations under the Master Agreement if and to the extent such default or delay is caused, directly or indirectly, by a Force Majeure. In the event of a Force Majeure, the affected Party will give prompt written notice to the other Party and will use its commercially reasonable efforts to resume performance as soon as practicable.

16.5 UN Convention. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Master Agreement or to the transactions processed under the Master Agreement.

16.6 Compliance with Export Laws. Each Party acknowledges that the Products and Services may be subject to the export laws of the United States and other countries. Each Party will comply with all applicable export and import laws (including national and international laws prohibiting or restricting exports to embargoes or sanctioned countries, including, as of the Effective Date, Cuba, Iran, North Korea, North Sudan (Khartoum) and Syria). The Seller will obtain all required export or import authorizations prior to export, import or transfer of Products and Services within the scope of such laws. The Buyer will not sell or provide Products or Services to any party subject to trade sanctions, restrictions or controls imposed by the U.S. government or other national governments. The Seller may suspend its performance under the Master Agreement in the event of the Buyer’s violation of these obligations or to the extent required by applicable Laws.

16.7 Compliance with Anti-Corruption Laws. The Parties acknowledge they are familiar with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and anti-corruption legislation in other relevant jurisdictions. The Parties agree that they will not, in connection with the Master Agreement: (A) make any payment to; (B) transfer anything of value to; (C) offer, promise or give a financial or other advantage or request to; or (D) agree to receive or accept a financial or other advantage from, in each case either directly or indirectly, (1) any government official or employee (including employees of a government corporation or public international organization); (2) any political party or candidate for public office or (3) any other person or entity with an intent to obtain or retain business or otherwise gain an improper business advantage.

16.8 Notices. All notices, requests, demands and determinations under the Master Agreement (other than routine operational communications), will be in writing and will be deemed duly given (A) when delivered by hand, (B) one business day after being given to an express courier with a reliable system for tracking delivery, (C) when sent by confirmed facsimile or electronic mail with a copy sent by another means specified in this Section, or (D) four business days after the day of mailing, when mailed by U.S. mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows:

A Party may from time to time change its address or designee for notification purposes by giving the other Party prior notice of the new address or designee and the date upon which it will become effective.

16.9 Relationship of Parties. Each Party in providing Products and the Services to the other Party, is acting as an independent contractor, and has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by such Party under the Master Agreement. Neither Party is an agent of the other Party and has no authority to represent the other Party or the other Party’s Affiliates as to any matters, except as expressly authorized in the Master Agreement.

16.10 Non-Exclusive Relationship. Except as otherwise set forth in the applicable Additional Terms, nothing in the Master Agreement will be construed to preclude the Seller from providing to, or the Buyer from acquiring from, another entity products and services similar to the Products and Services.

16.11 Severability. In the event that any provision of the Master Agreement conflicts with the Law under which the Master Agreement is to be construed or if any such provision is held invalid by a competent authority, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law. The remainder of the Master Agreement will remain in full force and effect.

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16.12 Waivers. A delay or omission by either Party to exercise any right or power under the Master Agreement will not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other Party or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant specified herein.

16.13 Cumulative Remedies. Except as otherwise expressly provided herein, all remedies provided for in the Master Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law or in equity.

16.14 Publicity. Except as may be expressly permitted by any Additional Terms, neither Party nor its Affiliates may use the name of the other Party or refer to it or any of its Affiliates, directly or indirectly, in any advertisement, promotion, news release, marketing materials, user lists, customer lists, websites, professional or trade publication, or for any other public purpose, without the prior approval of the other Party. The foregoing does not prevent announcements intended solely for internal distribution or disclosures to the extent required to meet legal or regulatory requirements beyond the reasonable control of the disclosing Party, which will be coordinated with and approved by the other Party prior to release.

16.15 Third Party Beneficiaries. The Master Agreement is entered into solely between, and may be enforced only by, the Parties and Affiliates that are Buyers or Sellers, and the Master Agreement will not be deemed to create any rights in, or obligations of a Party to, third parties other than Indemnified Parties and Affiliates that are Buyers or Sellers.

16.16 Negotiated Agreement. The Parties agree that the terms and conditions of the Master Agreement are the result of negotiations between the Parties and that the Master Agreement will not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of the Master Agreement.

16.17 Covenant of Good Faith. Each Party agrees that, in its respective dealings with the other Party under or in connection with the Master Agreement, it will act in good faith.

16.18 Covenant of Further Assurances. Each Party covenants and agrees that, subsequent to the execution and delivery of the Master Agreement and without any additional consideration, each Party will execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of the Master Agreement.

16.19 Headings. The headings used in the Master Agreement are intended solely for convenience of reference and will not amplify, limit, modify or otherwise be used in the interpretation of any provision of the Master Agreement.

16.20 Electronic Orders; EDI. Where facilitated under local Law, the Buyer and Seller may do business electronically, including Order placement and acceptance. Once accepted, such Orders will create fully enforceable obligations subject to the terms of the Master Agreement. Such Orders and acceptances will be deemed for all purposes to be an original signed writing. The Buyer and Seller will adopt commercially reasonable security measures for password and access protection.

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16.21 Counterparts; Electronic Signatures. The Master Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. Each Party acknowledges that it may be executing the Master Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to the Master Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (.pdf) will be effective as delivery of such executed counterpart of the Master Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in .pdf) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person.

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IN WITNESS WHEREOF, the Parties have each caused the Master Agreement to be signed and delivered by its duly authorized officer, all as of the Effective Date.

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