Exhibit 2.1

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

by and between

Hewlett Packard Enterprise Company,

Everett SpinCo, Inc.

and

Computer Sciences Corporation

Dated as of March 31, 2017

TABLE OF CONTENTS

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “ Agreement ”), dated as of March 31, 2017, with effect as of the Effective Time, is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (“ Houston ”), Everett SpinCo, Inc., a Nevada corporation (“ Everett ”), and Computer Sciences Corporation, a Nevada corporation (“ Chicago ,” and together with Houston and Everett, the “ Parties ”).

RECITALS:

WHEREAS, Houston and Everett have entered into a Separation and Distribution Agreement, dated as of May 24, 2016, as amended as of November 2, 2016, as further amended on December 6, 2016, as further amended on January 27, 2017, as further amended on March 31, 2017, and as may be further amended from time to time, which sets out the terms on which, and the conditions subject to which, they wish to implement the separation of their business (as contemplated in the Separation Agreement) (such agreement, as amended, restated or modified from time to time, the “ Separation Agreement ”).

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May 24, 2016, by and among Houston, Everett, Chicago, and Everett Merger Sub Inc., a Delaware corporation (“ Merger Sub ”), as amended as of November 2, 2016, as further amended on December 6, 2016, and as may be further amended from time to time (the “ Merger Agreement”) , immediately following the Distribution, New Everett Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Everett, will merge with and into Chicago (the “ Merger ”), and all shares of Chicago Common Stock will be converted into shares of common stock, $0.01 par value per share, of Everett, upon the terms and subject to the conditions set forth in the Merger Agreement; and

WHEREAS, in connection with the foregoing, the Parties 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 ” 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 each other employee benefits arrangement, policy or payroll practice (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) each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangement 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. When immediately preceded by “Houston,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Houston or a Houston Entity or any Benefit Plan with respect to which Houston or a Houston Entity is a party. When immediately preceded by “Everett,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Everett or any Everett Entity or any Benefit Plan with respect to which Everett or an Everett Entity is a party. When immediately preceded by “Chicago,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Chicago or any of its Subsidiaries or any Benefit Plan with respect to which Chicago or any of its Subsidiaries is a party.

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

1.8 “Chicago Common Stock” means the outstanding shares of common stock, $1.00 par value, of Chicago.

1.9 “ Chicago Employee ” means any individual who is employed by a Chicago Entity immediately prior to the Effective Time,

1.10 “ Chicago Equity Awards ” means the Chicago Options, Chicago RSU Awards, Chicago PSU Awards and Chicago SARs.

1.11 “Chicago Executive DC Plan ” means the Chicago Deferred Compensation Plan, as amended and restated effective as of December 31, 2012 and the First Amendment to the Chicago Deferred Compensation Plan effective as of December 31, 2013, in effect as of the time relevant to the applicable provision of this Agreement.

1.12 “ Chicago Health and Welfare Plans ” has the meaning set forth in Section 4.1(a)(ii).

1.13 “ Chicago Non-Employee Director ” means each member of the Chicago Board of Directors as of immediately after the Effective Time who is not a Chicago Employee.

1.14 “ Chicago Stock Plan ” means Chicago’s 2011 Omnibus Incentive Plan, 2007 Employee Incentive Plan, 2004 Incentive Plan, or 2010 Non-Employee Director Stock Incentive Plan, in each case including any sub-plan or addendum thereto.

1.15 “ Chicago 401(k) Plan ” has the meaning set forth in Section 3.1(c).

1.16 “ Closing ” has the meaning set forth in the Merger Agreement.

1.17 “ Closing Date ” has the meaning set forth in the Merger Agreement.

1.18 “ 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.

1.19 “ 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.

1.20 “ Dallas ” means Hewlett-Packard Company, a Delaware corporation.

1.21 “ HP Excess Plans ” has the meaning given to that term in the Historical Employee Matters Agreement.

1.22 “ Destination LOA Employee ” means a Houston Destination LOA Employee or an Everett Destination LOA Employee, as applicable.

1.23 “ DEU Account ” means (a) when immediately preceded by “Houston,” an account consisting of dividend equivalent units relating to Houston Common Stock granted under a Houston Stock Plan (or a historical Dallas stock plan) or (b) when immediately preceded by “Everett,” an account consisting of dividend equivalent units relating to shares of Everett Common Stock outstanding under the Everett Stock Plan.

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

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

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

1.27 “ Everett 401(k) Contribution ” has the meaning set forth in Section 3.1(b).

1.28 “ Everett Business ” has the meaning given to that term in the Separation Agreement.

1.29 “ Everett Common Stock ” has the meaning given to that term in the Separation Agreement.

1.30 “ Everett Destination LOA Employee ” means a Houston Employee who:

(a) is on Approved Leave of Absence from a Houston Entity as of the Operational Separation Date,

(b) is allocated to the Everett Group pursuant to the OD&S Process,

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

(d) returns to, or has a right to return to, active employment (i) before the LOA Return Deadline or (ii) under circumstances in which applicable Law requires an Everett Entity to offer employment to such Houston Employee.

1.31 “ Everett 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 Everett Entity, (b) who transfers from a Houston Entity to an Everett Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date or (c) who is hired by any Everett Entity after 12:01 am local time on the Operational Separation Date; provided, however, that Everett Employee will not include any individual who transfers from an Everett Entity to a Houston Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date. For the avoidance of doubt, the term “Everett Employee” shall not include any individual that is a Chicago Employee.

1.32 “ Everett Entities ” means the members of the Everett Group.

1.33 “ Everett Executive DC Plan ” means the Everett executive deferred compensation plan, as described in Section 5.5(b).

1.34 “ Everett Group ” has the meaning given to that term in the Separation Agreement.

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

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

1.37 “ Everett Stock Plan ” means the plan adopted by Everett prior to the Effective Time and approved by the stockholders of Everett, under which the Everett equity-based awards described in Section 5.2 shall be outstanding.

1.38 “ 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.

1.39 “ Former Chicago Employees ” means all former employees of Chicago or any of its Subsidiaries who have an employment end date on or before the Effective Time.

1.40 “ Former Employees ” means both Former Everett Employees and Former Houston Employees.

1.41 “ Former Everett Employee ” means any individual (a) who is allocated to the Everett Group pursuant to the OD&S Process and whose employment with an Everett Entity or Houston Entity terminates (or has terminated) prior to 12:01 am local time on the Operational Separation Date and (b) who does not subsequently become employed by an Everett Entity or a Houston Entity prior to the Distribution Date.

1.42 “ Former Houston Employee ” means any individual (a) who is allocated to the Houston Group pursuant to the OD&S Process and whose employment with a Houston Entity or Everett Entity terminates (or has terminated) prior to 12:01 am local time on the Operational Separation Date and (b) who does not subsequently become employed by an Everett Entity or a Houston Entity prior to the Distribution Date.

1.43 “ 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.

1.44 “ 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 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 “Houston,” Health and Welfare Plan means any Health and Welfare Plan sponsored, maintained or contributed to by Houston or a Houston Entity or any Health and Welfare Plan with respect to which Houston or a Houston Entity is a party. When immediately preceded by “Chicago,” Health and Welfare Plan means any Health and Welfare Plan sponsored, maintained or contributed to by Chicago or any Chicago Entity or any Health and Welfare Plan with respect to which Chicago or a Chicago Entity is a party.

1.45 “ Historical Employee Matters Agreement ” means the Employee Matters Agreement by and between Dallas and Houston, as amended to date.

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

1.47 “ Houston 401(k) Contribution ” has the meaning set forth in Section 3.1(b).

1.48 “ Houston 401(k) Plan ” means Houston’s 401(k) Plan as in effect as of the time relevant to the applicable provision of this Agreement.

1.49 “Houston Adjustment Ratio ” means a fraction, (x) the numerator of which is the closing sale price of a share of Houston Common Stock on the New York Stock Exchange

immediately preceding the Distribution (as traded on the “regular way” market), and (y) the denominator of which is the opening sale price of a share of Everett Common Stock on the New York Stock Exchange immediately following the Effective Time (as traded on the “regular way” market).

1.50 “ Houston Business ” has the meaning given to that term in the Separation Agreement.

1.51 “ Houston Common Stock ” has the meaning given to that term in the Separation Agreement.

1.52 “ Houston Destination LOA Employee ” means each Everett Employee who:

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

(b) is allocated to the Houston Group pursuant to the OD&S Process,

(c) does not transfer to a Houston Entity as of the Operational Separation Date, and

(d) returns to, or has a right to return to, active employment (i) before the LOA Return Deadline or (ii) under circumstances in which applicable Law requires a Houston Entity to offer employment to such Everett Employee.

1.53 “ Houston 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, any Houston Entity, (b) who transfers from an Everett Entity to a Houston Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date or (c) who is hired by any Houston Entity after 12:01 am local time on the Operational Separation Date; provided, however, that Houston Employee will not include any individual who transfers from a Houston Entity to an Everett Entity after 12:01 am local time on the Operational Separation Date and before the Distribution Date.

1.54 “ Houston Entities ” means the members of the Houston Group.

1.55 “ Houston Equity Awards ” means the Houston Options, Houston RSU Awards, Houston PARSU Awards, Houston DEU Accounts and Houston SARs.

1.56 “ Houston ESPP ” means Houston’s 2015 Employee Stock Purchase Plan.

1.57 “ Houston Executive DC Plan ” means Houston’s Executive Deferred Compensation Plan, in effect as of the time relevant to the applicable provision of this Agreement.

1.58 “ Houston Group ” has the meaning given to that term in the Separation Agreement.

1.59 “ Houston Incentive Plans ” means the cash-based annual or other short-term incentive plans of Houston or any Houston Entity, all as in effect as of the time relevant to the applicable provisions of this Agreement, including without limitation Houston’s 2015 Incentive Plan, as amended.

1.60 “ Houston Non-Employee Director ” means each member of the Houston Board of Directors as of immediately after the Effective Time who is not a Houston Employee.

1.61 “ Houston Stock Plan ” means Houston’s 2015 Stock Incentive Plan, including any sub-plan or addendum thereto.

1.62 “H&W Transition Period ” has the meaning given to that term in Section 4.1(a)(iii).

1.63 “ 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 a Houston Employee or Everett Employee that is in effect immediately prior to the Operational Separation Date.

1.64 “ Liabilities” or “Liability ” has the meaning given to that term in the Separation Agreement.

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

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

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

1.68 “ Merger Sub ” has the meaning set forth in the recitals to this Agreement.

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

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

1.71 “ OD&S Process ” means Houston’s Organizational Design and Selection process, as described in Schedule 2.1(a).

1.72 “ Operational Separation Date ” means with respect to each applicable jurisdiction, the effective date of the Pre-Distribution Transfer Documents applicable to the Houston Entities and Everett Entities operating in such jurisdiction, provided that such date occurs before the Distribution Date.

1.73 “ Option ” means (a) when immediately preceded by “Houston,” an option (including a performance-contingent option (“PCSO”)) to purchase Houston Common Stock granted pursuant to the Houston Stock Plan (or granted under a historical Dallas stock plan), (b) when immediately preceded by “Chicago,” an option to purchase shares of Chicago Common Stock granted pursuant to the Chicago Stock Plan, or (c) when immediately preceded by “Everett,” an option (including a PCSO) to purchase shares of Everett Common Stock following the Effective Time outstanding pursuant to the Everett Stock Plan.

1.74 “ PARSU Award ” means (a) when immediately preceded by “Houston,” an award of performance-adjusted restricted stock units relating to Houston Common Stock granted under the Houston Stock Plan (or granted under a historical Dallas stock plan) for which the applicable performance conditions have not been satisfied or waived or (b) when immediately preceded by “Everett,” an award of performance-adjusted restricted stock units relating to shares of Everett Common Stock outstanding under the Everett Stock Plan.

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

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

1.77 “ Plan Payee ” means an individual who is entitled to payment of plan benefits in his or her capacity as a beneficiary with respect to the benefits of a deceased participant in the plan or an alternate payee under a qualified domestic relations order within the meaning of Section 414(p)(1)(A) of the Code and Section 206(d)(3)(B)(i) of ERISA with respect to the benefits of a participant in the plan.

1.78 “ Pre-Distribution Transfer Documents ” has the meaning given to that term in the Separation Agreement.

1.79 “ PSU Award ” means when immediately preceded by “Chicago,” an award of performance share units relating to shares of Chicago Common Stock granted under the Chicago Stock Plan.

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

1.81 “ RSU Award ” means (a) when immediately preceded by “Houston,” an award of service-based vesting restricted stock units relating to Houston Common Stock granted under the Houston Stock Plan (or granted under a historical Dallas stock plan), (b) when immediately preceded by “Chicago,” an award of service-based vesting restricted stock units relating to shares of Chicago Common Stock granted under the Chicago Stock Plan, or (c) when immediately preceded by “Everett,” an award of service-based vesting restricted stock units relating to shares of Everett Common Stock outstanding under the Everett 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.

1.82 “ SAR ” means (a) when immediately preceded by “Houston,” a stock appreciation right relating to Houston Common Stock granted pursuant to the Houston Stock Plan (or granted under a historical Dallas stock plan), (b) when immediately preceded by “Chicago,” a stock appreciation right relating to shares of Chicago Common Stock granted pursuant to the Chicago Stock Plan, or (c) when immediately preceded by “Everett,” a stock appreciation right relating to shares of Everett Common Stock outstanding pursuant to the Everett Stock Plan.

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

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

1.85 “ Severance Benefits ” has the meaning set forth in Section 5.6(a).

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

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

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

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

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 is allocated to the Houston Group through the OD&S Process will be employed by a Houston Entity, and (ii) each employee who is allocated to the Everett Group through the OD&S Process will be employed by an Everett Entity. The OD&S Process will be conducted as set out in Schedule 2.1(a).

(b) LOA Employees .

(i) The Everett Group and the Houston Group shall use commercially reasonable efforts to ensure that (A) each Everett Destination LOA Employee becomes employed by an Everett Entity on the Operational Separation Date, if permitted by applicable Law, and otherwise as soon as possible after such employee’s return to active employment, and (B) each Houston Destination LOA Employee becomes employed by a Houston Entity on the Operational Separation Date, if permitted by applicable Law, and otherwise as soon as possible after such employee’s return to active employment.

(ii) Houston and Everett 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 (if later than the Operational Separation Date) 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 Houston Employee allocated to the Everett 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 Everett Entity as of the Operational Separation Date shall remain on the Houston payroll and any applicable Houston Benefit Plans and the Everett Group shall reimburse the Houston 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 Houston Group terminates, and any severance costs required by Section 5.6.

(ii) Each Everett Employee allocated to the Houston 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 a Houston Entity as of the Operational Separation Date shall remain on the Everett payroll and any applicable Everett Benefit Plans and the Houston Group shall reimburse the Everett 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 Everett Group terminates, and any severance costs required by Section 5.6.

(iii) Houston and Everett 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 the applicable compensation and benefits and the cost of providing any non-cash benefits.

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 Houston Entities shall assume or retain and Houston 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 Houston 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 Houston and Everett agree after reviewing available evidence was providing services primarily to the Houston 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 who Houston and Everett are unable in good faith to agree after reviewing available evidence was providing services primarily to the Houston Business or the Everett Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and

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

All Assets held in trust to fund the Houston Benefit Plans and all insurance policies funding the Houston 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 Chicago Common Stock received by the Israeli trust funding Houston Options and Houston RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Everett Assets.

(b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the Everett Entities shall assume or retain, as applicable, and Everett 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 Everett 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 Houston and Everett agree after reviewing available evidence was providing services primarily to the Everett 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 who Houston and Everett are unable in good faith to agree after reviewing available evidence was providing services primarily to the Houston Business or the Everett Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and

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

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

(c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, 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.

(d) For the avoidance of doubt, nothing in this Agreement alters in any way the allocation of assets, liabilities, obligations and the like as between the parties to the Historical Employee Matters Agreement.

(e) Management of Actions . For any Action arising after the Effective Time:

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

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

(iii) if the Liabilities arising under such Action are allocated pursuant to this Section 2.2 in part to Houston and in part to Everett, the direction of such Action shall be governed by Section 6.11(c) or 6.11(d) of the Separation Agreement, as applicable.

2.3 Reimbursements . To the extent that this Agreement allocates to the Everett Group the Liability for compensation or benefits that will be provided under a Houston Benefit Plan after the Operational Separation Date, or allocates to the Houston Group the Liability for compensation or benefits that will be provided under an Everett 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; Comparable Benefits .

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

(b) Following the Closing Date, Chicago shall or shall cause Everett to provide to each Everett Employee (i) annual base salary and target annual cash incentive compensation opportunities (as a percentage of base salary) that are, in the aggregate, comparable to the annual base salary and target annual cash incentive compensation opportunities provided from time to time to similarly situated employees of Chicago, (ii) employee benefits that are comparable in the aggregate to such Everett Employee to those benefits provided from time to time to similarly situated employees of Chicago, but excluding any defined benefit pension benefits, equity compensation arrangement, stock purchase programs, retiree medical or insurance benefits, any benefits under a nonqualified deferred compensation plan or employee discount program, and (iii) severance benefits that are no less favorable to such Everett Employee to those severance benefits provided from time to time to similarly situated employees of Chicago.

(c) From and after the Closing, Everett shall give each Everett Employee and Chicago Employee full credit for determining the amount of paid time off, vacation or sick leave, and the level of employer contributions under any defined contribution retirement plan, and for purposes of eligibility to participate and vesting (but not benefit accruals (if applicable)) under any employee benefit plans, arrangements, collective agreements and employment-related entitlements (including under any applicable pension, defined contribution (for example, 401(k)), deferred compensation, savings, medical, dental, life insurance, disability, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or separation pay plans) provided, sponsored, maintained or contributed to by Everett or any of its Affiliates (including Chicago and its Subsidiaries) under which such Everett Employee or Chicago Employee is eligible to participate after the Closing for such Everett Employee’s or Chicago Employee’s service with Houston or its Subsidiaries or Chicago or its Subsidiaries, respectively, prior to the Closing, to the same extent recognized by any of Houston and its Subsidiaries or Chicago and its Subsidiaries, respectively, immediately prior to the Closing, except to the extent such credit would result in the duplication of benefits for the same period of service. For the avoidance of doubt, to the extent permitted under applicable Law, neither Chicago nor Everett shall be required to provide credit for such service for benefit accrual purposes under any employee benefit plan of Everett that is a defined benefit pension plan.

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

2.5 Commercially Reasonable Efforts . The Parties 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 for maintaining and administering the Houston Benefit Plans, the Everett Benefit Plans and the Chicago Benefit Plans.

2.6 Regulatory Compliance . The Parties 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 .

(a) Responsibility for all applicable tax withholding and reporting obligations in respect of compensation (other than compensation attributable to equity awards) payable to Houston Employees, Everett Employees, Former Employees, Chicago Employees and Former Chicago Employees shall be governed by Article VI of the Tax Matters Agreement.

(b) To the extent that, for administrative reasons, any payment on or following the Operational Separation Date is made (i) by a Houston Entity in respect of a Liability allocated to the Everett Entities pursuant to Section 2.2 or otherwise or (ii) by an Everett Entity in respect of a Liability allocated to the Houston 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 Everett Entities and, in the case of a payment described in clause (ii), on behalf of the Houston Entities.

ARTICLE III

RETIREMENT PLANS

3.1 U.S. Qualified Plan Matters .

(a) Houston 401(k) . Houston shall retain and be solely responsible for all Liabilities for plan benefits under the Houston 401(k) Plan relating to (i) Houston Employees, (ii) Former Employees and (iii) Everett Employees. For the avoidance of doubt, the participation of all Everett Employees in the Houston 401(k) Plan shall cease upon the Distribution Date.

(b) Final 2017 Matching Contributions. All company matching contributions for all participants in the Houston 401(k) Plan in respect of the fiscal quarter of Houston’s fiscal year in which the Distribution Date occurs that have not been made prior to the Distribution Date will be contributed to the Houston 401(k) Plan as soon as practicable following the Distribution Date (and in no event later than 15 days following the last day of such fiscal quarter). Such contributions will be made by Houston in respect of Houston Employees and any Everett Employees whose employment with the applicable Everett Entity terminated prior to the Distribution Date (the aggregate amount thereof, the “ Houston 401(k) Contribution ”) and will be made by Everett in respect of Everett Employees who remained employed by an Everett Entity immediately prior to the Distribution Date (the aggregate amount thereof, the “ Everett 401(k) Contribution ”). The amount that Houston actually contributes to the Houston 401(k) Plan pursuant to this Section 3.1(b) shall be equal to (i) the Houston 401(k) Contribution, less (ii) the aggregate amount of the forfeiture account in the Houston 401(k) Plan as of the Distribution Date multiplied by a fraction, the numerator of which is the Houston 401(k) Contribution and the denominator of which is the sum of the Houston 401(k) Contribution and the Everett 401(k) Contribution. The amount that Everett actually contributes to the Houston 401(k) Plan pursuant to this Section 3.1(b) shall be equal to (i) the Everett 401(k) Contribution, less (ii) the aggregate amount of the forfeiture account in the Houston 401(k) Plan as of the Distribution Date multiplied by a fraction, the numerator of which is the Everett 401(k) Contribution and the denominator of which is the sum of the Houston 401(k) Contribution and the Everett 401(k) Contribution.

(c) Chicago 401(k) . Prior to the Closing Date, Chicago shall take, or cause to be taken, or have taken, all action necessary and appropriate to establish, maintain or designate

for the benefit of Everett Employees (i) a defined contribution plan qualified under Section 401(a) of the Code that includes a cash or deferred arrangement qualified under Section 401(k) of the Code that is a participant-directed individual account plan that complies with Section 404(c) of ERISA, and (ii) a related trust or trusts exempt under Section 501(a) of the Code, each to be effective no later than the Closing Date (such plan and trust(s), the “ Chicago 401(k) Plan ”). In addition, Chicago shall cause the Chicago 401(k) Plan to accept eligible rollovers of the Everett Employees’ account balances from the Houston 401(k) Plan and such rollovers shall include, at the Everett Employee’s election, any loan obligation from the Houston 401(k) Plan such that the 401(k) shall assume such loan obligation. Chicago shall cause the Chicago 401(k) Plan to take, any actions that are necessary to effect such rollovers.

(d) Houston U.S. Defined Benefit Plans . No assets or liabilities shall be transferred as a result of this Agreement from any Houston U.S. defined benefit plan with respect to Everett Employees in the U.S. to any plan or arrangement established or maintained by Everett, and, as of the Closing, the Everett Employees in the U.S. shall cease to accrue additional benefits under any Houston defined benefit plan. For the avoidance of doubt, the provisions of this Section 3.1(d) shall not apply to Everett Employees in the U.S. who participate in any International Retirement Guarantee Program.

(e) Remaining CAS Claims or Reimbursement on U.S. Defined Benefit Plans and Obligations Not Transferring to Everett . Everett waives any remaining claims or reimbursements under CAS 413 due in future periods for prior or new CAS 413 Curtailments or Settlements for U.S. defined benefit plans remaining at Houston or Dallas associated with Everett Employees, if any, and transfers such amounts to Houston or Dallas per their employee agreements on and after the earlier of the Operational Separation Date or Closing Date. Similarly, Everett waives any remaining claims or reimbursements under CAS 412 due in future periods for U.S. defined benefit plans remaining at Houston or Dallas associated with Everett Employees, if any, and transfers such amounts to Houston or Dallas per their employee agreements on and after the earlier of the Operational Separation Date or Closing Date. Everett shall assist Houston and Dallas with any government audits and inquiries per the terms of Section 6.1 and 6.2, including as it pertains to Dallas U.S. defined benefit plans for CAS purposes contemplated herein.

3.2 Non-U.S. Retirement Plans . The applicable terms governing treatment of the Non-U.S. Retirement Plans shall be as set forth in Schedule 3.2.

3.3 U.S. Non-Qualified Retirement Arrangements . Everett shall notify Houston of the occurrence of (i) any payment event with respect to an Everett Employee under an HP Excess Plan and (ii) the “separation from service” under Section 409A of the Code of any Everett 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 Houston any other relevant information reasonably requested by Houston for purposes of its obligations pursuant to Section 3.4(b) of the Historical Employee Matters Agreement.

3.4 Certain International Retirement Benefits .

(a) International Retirement Guarantee Programs .

(i) For Houston Employees and Former Employees, Houston shall assume or retain, or cause a Houston Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the International Retirement Guarantee programs maintained by any Houston Entity or Everett Entity as of the Operational Separation Date, and shall make payments to all such Houston Employees and Former Employees 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.

(ii) For Everett Employees, Everett shall assume or retain, or cause an Everett Entity to assume or retain, all Assets and all Liabilities arising out of or relating to the International Retirement Guarantee programs maintained by any Houston Entity or Everett Entity as of the Operational Separation Date, and shall make payments to all such Everett Employees 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.

(b) Global Retirement Supplement.

(i) For Houston Employees receiving cash payments pursuant to a Global Retirement Supplement program as of the Operational Separation Date, Houston shall assume or retain, or cause a Houston 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 Houston Global Retirement Supplement program as in effect from time to time.

(ii) For Everett Employees receiving cash payments pursuant to a Global Retirement Supplement program as of the Operational Separation Date, Everett shall assume or retain, or cause an Everett 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 Everett 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 . Except as otherwise expressly provided in this Agreement or in any Transfer Document:

(i) Houston and Everett shall have taken all necessary action to ensure that (A) all Houston Employees and any Houston Former Employees who were participants in the Houston Health and Welfare Plans at the time of separation from employment and who remain entitled to coverage thereunder (“ Houston H&W Employees ”) are covered by the Houston Health and Welfare Plans and (B) all Everett

Employees and any Everett Former Employees who were participants in the Houston Health and Welfare Plans at the time of separation from employment and who remain entitled to coverage thereunder (“ Everett H&W Employees ”) are covered by Houston Health and Welfare Plans until such time as the Everett H&W Employees are able to participate in the Chicago Health and Welfare Plans (consistent with Sections 4.1(a)(ii) and 4.1(a)(iii) below and in no event later than the end of the H&W Transition Period).

(ii) Prior to the Closing Date, Chicago shall or shall cause one of its Affiliates to take, or cause to be taken, or have taken, all action necessary and appropriate to establish or designate and administer group welfare benefit plans for the benefit of all Everett Employees effective as of the Closing Date (the “Chicago Health and Welfare Plans ”) and to provide benefits thereunder for all eligible Everett Employees who choose to enroll in such plans. Chicago will cause such Chicago Health and Welfare Plans to cover those Everett Employees and their dependents who immediately prior to the Closing Date were participating in, or entitled to present or future benefits under, the Houston Health and Welfare Plans (other than retiree medical benefits), and shall recognize the most recent hire date of such Everett Employee with Houston or a member of the controlled group of organizations of which Houston is a part (as defined by Section 414 of the Code and regulations issued thereunder) for purposes of determining whether such Everett Employee has met any otherwise applicable waiting period. Chicago shall use commercially reasonable efforts to (A) waive for each Everett Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the Chicago Health and Welfare Plans applicable to (or was previously satisfied by) such Everett Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Everett Employee under the terms of the Houston Health and Welfare Plans immediately prior to the Closing, and (B) give full credit under the Chicago Health and Welfare Plans applicable to each Everett Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the Closing Plan Year, and for any lifetime maximums, as if there had been a single continuous employer.

(iii) To the extent that Everett H&W Employees are not able to enroll in the Chicago Health and Welfare Plans as of the Closing Date due to applicable provisions of the Chicago Health and Welfare Plans, such Everett H&W Employees shall remain covered by the Houston Health and Welfare Plans (with the cost (including administrative expenses) of such continued participation paid by Chicago to Houston) until the first available entry point for such Everett H&W Employees in the Chicago Health and Welfare Plans (such time period, not to extend farther than December 31, 2017, the “ H&W Transition Period ”). The Parties agree to cooperate, as necessary, during the H&W Transition Period, including with respect sharing of required employee records.

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

(v) Everett shall be responsible for all Liabilities (other than retiree medical benefits) relating to, arising out of or resulting from (A) health and welfare coverage (including COBRA continuation coverage) for Everett H&W Employees and their covered dependents and (B) claims incurred by Everett H&W Employees under the Houston Health and Welfare Plans prior to, on or following the Operational Separation Date. Chicago shall be responsible for all Liabilities relating to, arising out of or resulting from (A) health and welfare coverage (including COBRA continuation coverage) for Everett H&W Employees and their covered dependents and (B) claims incurred by Everett H&W Employees under the Houston Health and Welfare Plans (other than retiree medical benefits) on or following the Closing Date.

(vi) Chicago shall be solely responsible for ensuring that Everett and Chicago comply with the reporting obligations under Section 6056 of the Code (Reporting of Offers of Coverage) and 6056 of the Code (Reporting of Enrollment in Minimum Essential Coverage) with respect to Everett Employees and Chicago Employees, respectively, for the period of the year following the Closing Date in the year in which the Closing occurs, for which Everett or Chicago has a reporting obligation, provided that Houston shall be responsible for complying with all reporting obligations with respect to Everett Employees for the period of the year prior to and including the Closing Date in the year in which Closing occurs.

(b) Claims Incurrence . For purposes of this Section 4.1, a claim is deemed to be incurred: (i) with respect to medical, dental, vision and/or prescription drug benefits, on the date the health services giving rise to such claim are rendered; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, on the date the event giving rise to such claim occurs; and (iii) 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.

(c) Subrogation . The Parties will work in good faith to address any issues with respect to settlements or special handling of any subrogation claims.

(d) COBRA Compliance .

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

(ii) Houston and Everett 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.

(e) Retiree Medical .

(i) Retirement Medical Savings Account Program .

(A) Effective as of the Operational Separation Date, for each Houston Employee, Former Employee and Everett Employee Houston shall retain, or cause the applicable Houston Entity to retain, all Liabilities for (I) the balance in the Houston retirement medical savings account program of such Houston Employee, Former Employee or Everett Employee and (II) all claims, whether arising before, on or after the Operational Separation Date, under the Houston retirement medical savings account program of such Houston Employee, Former Employee or Everett Employee.

(B) Effective as of the Operational Separation Date, Everett Employees and Former Everett Employees shall cease participation in the Houston retirement medical savings account program.

(ii) Employee Pay All Retiree Medical.

(A) From and after the Operational Separation Date, Houston shall retain or assume, as applicable, and Houston hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for all eligible Houston Employees, Former Employees and Everett Employees under all employee-pay-all retiree medical programs maintained in the U.S. by any Houston Entity as of immediately prior to the Operational Separation Date.

(B) Effective as of the Operational Separation Date, Everett Employees and Former Everett Employees in the U.S. shall cease participation in the employee-pay-all retiree medical program maintained by Houston.

(iii) Brazil Retiree Medical Plan .

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

(D) Effective as of the Operational Separation Date, Everett Employees and Former Everett Employees in Brazil shall cease participation in any retiree medical program maintained by any Houston Entity or Everett Entity.

(iv) Canada Retiree Medical Plan .

(E) From and after the Operational Separation Date, Houston shall retain or assume, as applicable, and Houston hereby agrees to pay, perform, fulfill and discharge, in due course, all Liabilities for all eligible Houston Employees,

Former Employees and Everett Employees under any retiree medical program maintained by any Houston Entity or Everett Entity as of immediately prior to the Operational Separation Date for current and former employees in Canada.

(F) Effective as of the Operational Separation Date, Everett Employees and Former Everett Employees in Canada shall cease participation in any retiree medical program maintained by any Houston Entity or Everett Entity.

(f) 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 Houston Group be paid to such employee in cash upon his or her commencement of employment with the Everett Group pursuant to Section 2.1 of this Agreement, the Everett 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 Everett Group be paid to such employee in cash upon his or her commencement of employment with the Houston Group pursuant to Section 2.1 of this Agreement, the Houston Group shall be solely responsible for all Liabilities in respect of such payment. On the Closing Date, Everett shall provide the Everett Employees and Chicago Employees with the same vested and unvested balances of vacation and or other paid time off as credited to the Everett Employees or Chicago Employees on Houston’s or its Affiliate’s or Chicago’s or its Affiliate’s, respectively, payroll system immediately prior to the Closing Date to the extent reflected or reserved for in Houston’s or its Affiliates or Chicago’s or its Affiliate’s, respectively, financial statements as of the Closing Date, except for any such balances that have been paid to such Everett Employees or Chicago Employees in accordance with this Section 4.1(f).

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 Annual Incentive Plans . Effective as of the end of Houston’s 2016 fiscal year, Houston and Everett shall have taken such actions, or caused the taking of such actions, as are necessary to ensure that for fiscal year 2017, (i) all Houston Employees are covered by the Houston Incentive Plans and (ii) all Everett Employees are covered by the Everett Incentive Plans. Houston shall be solely responsible for determining the amount of, and paying, all awards due to be paid to Houston Employees and Former Employees who were participants in the Houston Incentive Plans at the time of separation from employment, under the Houston Incentive Plans, whether earned before, on or after the Operational Separation Date. Everett shall be responsible for determining, subject to the reasonable approval of Chicago, the amount, and paying, of all awards due to be paid to Everett Employees and Former Employees who were participants in the Everett Incentive Plans at the time of separation from employment, under the Everett Incentive Plans, whether earned before, on or after the Operational Separation Date.

5.2 Stock Plans . Houston, Everett and Chicago shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Houston Equity

Award held by an Everett Employee under the Houston Stock Plan and each outstanding Chicago Equity Award held by a Chicago Employee under a Chicago Stock Plan shall be adjusted and converted as set forth in this Section 5.2 and any performance measures with respect thereto shall be equitably adjusted. Following the Separation, for any award adjusted under this Section 5.2, any reference to a “change in control,” “change of control,” “ownership change event,” or similar definition in an award agreement, employment agreement, the Houston Stock Plan, a Chicago Stock Plan or other Houston or Chicago plan or policy, such reference shall be deemed to refer to a “change in control,” “change of control,” “ownership change event,” or similar event relating to Everett. For the avoidance of doubt, if the Exchange Ratio (as defined in the Merger Agreement) is adjusted, the conversion of Chicago Equity Awards to Everett Equity Awards will be adjusted in accordance with the Exchange Ratio in the Merger Agreement.

(a) Options.

(i) Outstanding Houston Options (including PCSOs) and Houston SARs Held by Everett Employees . Each Houston Option and Houston SAR held by an Everett Employee who remains employed by an Everett 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 converted into an Everett Option or an Everett 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 the corresponding Houston Option or Houston SAR immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

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

(B) the per share exercise price of such Everett Option or Everett SAR, 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 Houston Option or Houston SAR immediately prior to the Effective Time by (B) the Houston Adjustment Ratio.

(ii) Outstanding Chicago Options and Chicago SARs Held by Chicago Employees . Each Chicago Option and Chicago SAR held by a Chicago Employee who remains employed by a Chicago 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 converted into an Everett Option or an Everett 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 the corresponding Chicago Option or Chicago SAR immediately prior to the Effective Time.

(b) RSU Awards.

(i) Outstanding Houston RSU Awards Held by Everett Employees . Each Everett RSU Award held by an Everett Employee who remains employed by an Everett 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 Everett RSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Houston 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 shares of Everett Common Stock to which such Everett 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 Houston Common Shares to which the corresponding Houston RSU Award related immediately prior to the Effective Time by (ii) the Houston Adjustment Ratio.

(ii) Outstanding Chicago RSU Awards Held by Chicago Employees and Chicago Non-Employee Directors . Each Chicago RSU Award, including dividend equivalents, held by a Chicago Employee who remains employed by a Chicago Entity as of immediately prior to the Effective Time, or held by a Chicago Non-Employee Director, that is outstanding as of immediately prior to the Effective Time, shall be converted into an Everett RSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Chicago RSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares.

(c) DEU Accounts.

(i) Outstanding Houston DEU Accounts Held by Everett Employees . Each Houston DEU Account held by an Everett Employee who remains employed by an Everett 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 Everett DEU Account, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Houston 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 shares of Everett Common Stock to which such Everett DEU Account relates shall be equal to the product, rounded to four decimal places, obtained by multiplying (i) the number of Houston Common Shares to which the corresponding Everett DEU Account related immediately prior to the Effective Time by (ii) the Houston Adjustment Ratio.

(d) PARSU and PSU Awards.

(i) Outstanding Houston PARSU Awards Held by Everett Employees . Each Houston PARSU Award held by an Everett Employee who remains employed by an Everett 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 Everett PARSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Houston PARSU 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 shares of Everett Common Stock to which such Everett 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 Houston Common Shares to which the corresponding Everett PARSU Award related immediately prior to the Effective Time by (B) the Houston Adjustment Ratio.

(ii) Outstanding Chicago PSU Awards Held by Chicago Employees . Each Chicago PSU Award held by a Chicago Employee who remains employed by a Chicago 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 Everett PARSU Award, and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Chicago PSU Award immediately prior to the Effective Time, including any deferral election applicable to the delivery of vested shares.

(e) Awards Outstanding May 24, 2016 . Houston has advised Chicago of its intention to cause the vesting of all Houston Equity Awards held by Everett Employees as of May 24, 2016 under the Houston Stock Plan to be accelerated in full on the Distribution Date and Houston shall be solely responsible for the settlement of such Houston Equity Awards, except in the case of Houston Options and Houston SARs that remain unexercised as of the Distribution Date. Each Houston Option and Houston SAR that shall vest pursuant to this Section 5.2(e) shall be converted into an Everett Option and Everett SAR, respectively, as of the Effective Time in accordance with the conversion procedures set forth in Section 5.2(a).

(f) Assumption of Awards . Effective as of no later than immediately prior to the Effective Time, Everett shall have taken any necessary and appropriate actions to enable Everett and the Everett Stock Plan to assume the awards converted pursuant to this Section 5.2.

(g) Registration and Other Regulatory Requirements . Prior to the Effective Time, Everett 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 Everett Common Stock authorized for issuance under the awards converted pursuant to this Section 5.2. 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.

5.3 Employee Stock Purchase Plan . The administrator of the Houston ESPP shall take all commercially reasonable actions necessary and appropriate to provide that Everett Employees will not be eligible to participate in any offering periods under the Houston ESPP after the Operational Separation Date. All amounts withheld by Houston on behalf of Everett Employees in the Houston ESPP that have not been used to purchase Houston Common Stock prior to the Operational Separation Date will be returned to the Everett Employees pursuant to the terms of the Houston ESPP.

5.4 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 Houston and Everett, effective as of the Operational Separation Date, (A) Houston shall have assigned, or caused a Houston Entity to assign, to an Everett Entity designated by Everett, all Individual Agreements between any Everett Employee and any Houston Entity and (B) Everett shall have assigned, or caused an Everett Entity to assign, to a Houston Entity designated by Houston, all Individual Agreements between any Houston Employee and any Everett 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 Everett Group shall be considered to be a successor to each member of the Houston Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Everett 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 Houston Group shall be considered to be a successor to each member of the Everett Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Houston 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) Everett will assume and honor, or will cause a member of the Everett Group to assume and honor, the Individual Agreements assigned to Everett or a member of the Everett Group pursuant to Section 5.4(a)(A) and any Individual Agreements that provide for base compensation in excess of $400,000 shall be listed on Schedule 5.4(b) and (ii) Houston will assume and honor, or will cause a member of the Houston Group to assume and honor, any Individual Agreement assigned to Houston or a member of the Houston Group pursuant to Section 5.4(a)(B). From and after the Closing Date, Everett shall, or shall cause Chicago to, assume and honor all liabilities and obligations to or in respect of the Individual Agreements assigned to Everett or a member of the Everett Group pursuant to Section 5.4(a)(A) to which any Everett Entity is a party, as in effect immediately prior to the Closing.

5.5 Executive DC Plans .

(a) Everett Employees shall not be permitted to defer compensation to the Houston Executive DC Plan on or after the Closing Date.

(b) Effective immediately prior to the Closing Date, Everett shall take, or cause to be taken, or have taken, all action necessary and appropriate to assume the Chicago Executive DC Plan, including all assets and liabilities thereof, and all accounts for Chicago Employees and Former Chicago Employees and all existing elections thereunder, and shall make the Chicago Executive DC Plan available to Everett Employees in addition to Chicago

Employees (such plan, the “ Everett Executive DC Plan ”). Notwithstanding the foregoing, neither Chicago nor Everett shall be under any obligation to offer any employees or directors the opportunity to make future deferral elections under the Everett Executive DC Plan, and if it does, neither Chicago nor Everett shall be under any obligation to make deferral elections available under the same terms as applied under the Houston Executive DC Plan. From and after the Closing Date, Everett shall be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Everett Executive DC Plan, whether accrued before, on or after the Closing Date. The Everett Executive DC Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and Department of Labor Regulation § 2520.104-23. The Everett Executive DC Plan shall not be a funded plan, and neither Everett nor any of its Affiliates is under any obligation to set aside any funds for the purpose of making payments under the Everett Executive DC Plan.

(c) Immediately prior to the Closing Date, Houston shall cause the Houston Executive DC Plan to transfer to the Everett Executive DC Plan, and Everett will cause such Everett Executive DC Plan to accept the transfer of, the accounts of participants in the Houston Executive DC Plan who are Everett Employees or Former Everett Employees, as well as any respective Plan Payees. Houston will not transfer to Everett thereof any assets that are earmarked for the payment of benefits with respect to these transferred interests. Prior to the Closing Date and as permitted by Section 409A of the Code, Everett will cause the Everett Executive DC Plan to recognize and maintain existing elections, including deferral, payment form elections, and beneficiary designations with respect to Everett Employees and Former Everett Employees, as well as any respective Plan Payees, under the Houston Executive DC Plan, but Everett is under no obligation to recognize or maintain the investment elections and options under the Houston Executive DC Plan. The transfer of elections contemplated in this Section 5.6(c) shall be expressly conditioned on Houston providing to Everett, no later than thirty (30) days prior to the Closing Date, a data report of all elections (other than investment elections) made by the Everett Employees or Former Everett Employees under the Houston Executive DC Plan, in a format reasonably acceptable to Everett and consistent with historical reporting for the Houston Executive DC Plan. Within fourteen (14) days following the Closing Date, Houston or one of its Affiliates shall transfer to Everett an amount in cash equal to the sum of the value of each of the existing subaccounts under the Houston Executive DC Plan with respect to each of the participants in the Houston Executive DC Plan who are Everett Employees or Former Everett Employees, as well as any respective Plan Payees, determined as of the last day of the last full calendar month preceding the Closing Date. The recordkeeper for the Houston Executive DC Plan shall make this determination pursuant to the terms of the Houston Executive DC Plan and its customary rules for valuing such subaccounts (to the extent such rules do not conflict with the terms of the Houston Executive DC Plan). The Parties will cooperate in good faith so that the transfers contemplated by this Section 5.6 will not result in adverse tax consequences under Section 409A of the Code.

5.6 Severance .

(a) Severance Liabilities of Everett . Everett 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 any Everett Employee (other than any such employee covered by Section 5.6(b)) that occurs on or after the Operational Separation Date; and

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

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

(b) Severance Liabilities of Houston. Houston 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 any Houston Employee (other than any such employee covered by Section 5.6(a)) that occurs on or after the Distribution Date; and

(ii) a Houston Employee’s or Houston Destination LOA Employee’s acceptance of an offer of employment from a Houston Entity in connection with the separation of Houston and Everett; and

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

(c) Severance Benefits in Excess of Statutory Minimum .

(i) Any Severance Benefits in excess of the applicable statutory minimum severance benefits to be provided by a Houston Entity and reimbursed by an Everett Entity pursuant to the terms of this Agreement shall be subject to the reasonable prior review and approval of Everett, and Chicago but only if such severance benefits are being paid to an executive in an amount equal to or greater than 3 times such executive’s annual compensation, other than, in any case, with respect to any such amounts mandated by a plan or agreement in effect prior to the Operational Separation Date and the date of the Merger Agreement.

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

5.7 Mobility Benefits . All Liabilities in respect of mobility payments and benefits that are due to Houston Employees, Everett 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, the Parties shall share, and Houston shall cause each other Houston Entity to share, and Everett shall cause each other Everett 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 Everett Benefit Plans, the Houston Benefit Plans and the Chicago Benefit Plans, as applicable. The Parties 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 Houston Benefit Plans generally, and thereafter all participant information shall be provided in a manner and medium as may be mutually agreed to by Houston, Chicago and Everett.

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.

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 Houston or any other Houston Entity, at any time after the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Houston Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Houston Benefit Plan. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Everett or any other Everett Entity, at any time after the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Everett Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Everett Benefit Plan. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Chicago or any of its Subsidiaries, at any time after the Closing Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Chicago Benefit Plan, any benefit under any Chicago Benefit Plan or any trust, insurance policy or funding vehicle related to any Chicago Benefit Plan.

6.4 Audit Rights With Respect to Information Provided .

(a) Each of Houston and Everett, 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.

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 the Parties.

7.2 Amendment . This Agreement may be amended and any provision of this Agreement may be waived; provided that any such amendment or waiver will be binding upon a Party only if such amendment or waiver is set forth in a writing and executed by each Party. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party hereto under or by reason of this Agreement. Notwithstanding the foregoing, if the Merger Agreement is terminated for any reason prior to its consummation, Houston and Everett shall have the authority to amend this Agreement to remove the references to, and participation of, Chicago as a party to this Agreement, in their sole discretion, without the written consent of Chicago.

7.3 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.

7.4 Affiliates . Each of Houston, Chicago and Everett 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 Houston Entity, a Subsidiary of Chicago or an Everett Entity, respectively.

7.5 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.

7.6 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 7.6 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).

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

Everett Employees, Former Employees, Chicago Employees, Former Chicago Employees, Houston Non-Employee Directors, Everett Non-Employee Directors or Chicago 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 Houston Employee, Everett Employee, Former Employee, Chicago Employee, Former Chicago Employee, Houston Non-Employee Director, Everett Non-Employee Director or Chicago 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.

[Remainder of Page Intentionally Left Blank.]

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

[Signature page to the Employee Matters Agreement]

Exhibit 2.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

BY AND AMONG

HEWLETT PACKARD ENTERPRISE COMPANY,

EVERETT SPINCO, INC.,

AND

COMPUTER SCIENCES CORPORATION

March 31, 2017

TABLE OF CONTENTS

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-ii-

INDEX OF DEFINED TERMS

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EXECUTION VERSION

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into by and among Hewlett Packard Enterprise Company, a Delaware corporation (“ Houston ”), Everett SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Houston (“ Everett ,” and together with Houston, the “ Companies ,” and each a “ Company ”), and Computer Sciences Corporation, a Nevada corporation (“ Chicago ,” and together with Houston and Everett, the “ Parties ,” and each a “ Party ”).

RECITALS

WHEREAS, the Board of Directors of Houston has determined that it is in the best interests of Houston and its shareholders to separate the Everett Business from the Houston Business and to divest the Everett Business in the manner contemplated by the Separation and Distribution Agreement by and between Houston and Everett, dated as of May 24, 2016, as amended as of November 2, 2016, December 6, 2016, and January 27, 2017 (the “ Separation and Distribution Agreement ”) and the Merger Agreement (as defined below);

WHEREAS, the Board of Directors of Houston and the Board of Directors of Everett have approved the transfer of the Everett Assets to Everett and its Affiliates and the assumption by Everett and its Affiliates of the Everett Liabilities, all as more fully described in the Separation and Distribution Agreement and the other Transaction Documents (as defined below);

WHEREAS, Houston will distribute to the holders of the outstanding shares of common stock, $0.01 par value, of Houston (the “ Houston Common Shares ”) as of the close of business on the Record Date (as defined below) all of the issued and outstanding shares of the common stock, $0.01 par value, of Everett (the “ Everett Common Stock ”) by means of a pro rata distribution (the “ Distribution ”);

WHEREAS, for U.S. federal income tax purposes, the Contribution and the Distribution, taken together, 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, except for cash received in lieu of any fractional shares, will qualify as tax-free under Section 355(a) of the Code to Houston stockholders and as tax-free to Houston under Section 361(c) of the Code;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May 24, 2016, as amended as of November 2, 2016, and December 6, 2016 (the “ Merger Agreement ”), by and among Houston, Everett, Chicago, Everett Merger Sub Inc., a Delaware corporation, and New Everett Merger Sub Inc., a Nevada corporation (“ Merger Sub ”), immediately following the Distribution, Merger Sub will merge with and into Chicago (the “ Merger ”) and all shares of common stock, $1.00 par value per share, of Chicago will be converted into the right to receive Everett Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, in connection with the Contribution, the Distribution and the Merger, the Parties 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 Parties mutually covenants and agrees as follows:

Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“ 10-Year Houston UK Tax NOLs Utilization Amount ” means the excess, if any, of the Five-Year Revised Houston UK Tax NOLs Amount over the Combined 10-Year Look UK Tax NOLs Amount.

“ 10-Year Houston UK Tax NOLs Utilization Amount Payment ” means the 10-Year Houston UK Tax NOLs Utilization Amount multiplied by the average United Kingdom statutory corporate Income Tax rate over the five-year period beginning on the first day after the close of the fifth (5th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date.

“ Active Business ” means the business conducted by each of the Active Business Entities (as defined herein) as of the Distribution Date, other than the business(es) set forth on Schedule 1.

“ Active Business Entities ” means Hewlett-Packard (Schweiz) GmbH; Hewlett-Packard Nederland B.V.; Hewlett-Packard Servicios Espania S.L.; Hewlett Packard Enterprise (China) Co., Ltd.; and EIT Services India Private Limited, along with their successors or assigns.

“ Adjusted Houston UK Tax NOLs Amount ” means the Closing Houston UK Tax NOLs Amount minus the Houston UK Tax NOLs Amount Adjustment.

“ Affiliate ” means any entity that is directly or indirectly Controlled by either the person in question or an Affiliate of such person. As used in this paragraph, “ 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 Merger.

“ Agreement ” means this Tax Matters Agreement.

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

“ Benefited Party ” shall have the meaning set forth in Section 3.06(a).

“ 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.

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“ 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.

“ Chicago ” has the meaning set forth in the first sentence of this Agreement.

“ Chicago UK Deferred Deductions ” means the aggregate deductions arising from contributions made to pension plans by Chicago or its Affiliates in a Pre-Distribution Period, to the extent not yet available as deductions as of the Distribution Date, in each case as determined for United Kingdom Income Tax purposes.

“ Claiming Company ” shall have the meaning set forth in Section 3.06(a) of this Agreement.

“ Closing Chicago UK Tax NOLs Amount ” means the Chicago UK Deferred Deductions and the aggregate net operating losses for United Kingdom Income Tax purposes as of the Distribution Date of Chicago or any of its subsidiaries that will potentially be available for utilization by Chicago or any of its subsidiaries in a Post-Distribution Tax Period, reduced or increased, as necessary, to reflect any adjustments thereto by a Final Determination by the relevant Tax Authority, computed, for the avoidance of doubt, pursuant to the closing of the books method set forth in Section 2.03(b).

“ Closing Houston UK Tax NOLs Amount ” means the Houston UK Deferred Deductions and the aggregate net operating losses for United Kingdom Income Tax purposes as of the Distribution Date allocable to Everett or the Everett Group (excluding Chicago and its Affiliates) that will potentially be available for utilization by Everett or the Everett Group in a Post-Distribution Tax Period, reduced or increased, as necessary, to reflect any adjustments thereto by a Final Determination by the relevant Tax Authority, computed, for the avoidance of doubt, pursuant to the closing of the books method set forth in Section 2.03(b).

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

“ Combined 10-Year Look UK Tax NOLs Amount ” means the Chicago UK Deferred Deductions and the Houston UK Deferred Deductions not yet utilized and the aggregate net operating losses for United Kingdom Income Tax purposes each as of the close of the tenth (10th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date of Chicago, Everett, the Everett Group and/or any of their respective subsidiaries that will potentially be available for utilization by any such entity.

“ Combined Closing UK Tax NOLs Amount ” means the sum of the Closing Houston UK Tax NOLs Amount and the Closing Chicago UK Tax NOLs Amount.

“ Combined Five-Year Look UK Tax NOLs Amount ” means the Chicago UK Deferred Deductions and the Houston UK Deferred Deductions not yet utilized and the aggregate net operating losses for United Kingdom Income Tax purposes each as of the close of the fifth (5th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date of Chicago, Everett, the Everett Group and/or any of their respective subsidiaries that will potentially be available for utilization by any such entity.

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“ Companies ” and “ Company ” have the meanings set forth in the first sentence of this Agreement.

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

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

“ Correlative Detriment ” shall have the meaning set forth in Section 3.06(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, 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); or (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 tax treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2).

“ Distribution Tax-Related Losses ” means (a) all Distribution Taxes imposed pursuant to any Final Determination and (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes, 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 the intended tax treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2).

“ 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.

“ Effective Time ” has the meaning set forth in the Merger Agreement.

“ EDS Pension Plan ” means the Electronic Data Systems Retirement Plan.

“ Everett ” has the meaning set forth in the first sentence of this Agreement.

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

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

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

“ Everett Excluded Taxes ” means (a) any Transaction Taxes, (b) Taxes caused by a Houston Tainting Act, and (c) Taxes set forth on Schedule 3, in each case except to the extent attributable to an Everett Tainting Act.

“ Everett Full Taxpayer ” means the assumption that each relevant member of the Everett Group (a) is subject to the highest marginal regular statutory Income Tax rate, (b) in the case of a Tax Benefit, has sufficient taxable income to permit the realization or receipt of the relevant Tax Benefit at the earliest possible time, (c) in the case of an adjustment, 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.

“ Everett Group ” means Everett and its Affiliates, as determined immediately after the Merger.

“ Everett 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 Everett Business.

“ Everett Tainting Act ” means (a) any action (or the failure to take any action) within its control by Everett or any member of the Everett Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) involving the capital stock of Everett, any assets of Everett or any assets of any member of the Everett Group, or (c) any breach by Everett or any member of the Everett Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2); provided , however , that the term “Everett Tainting Act” shall not include any action relating to the business(es) set forth on Schedule 1 or expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to, or prior to, the Distribution.

“ Everett Taxes ” means, without duplication, (a) any Taxes for any Post-Distribution Tax Period of (i) Houston or any Subsidiary or former Subsidiary of Houston or other member of the Houston Group attributable to assets or activities of the Everett Business, as determined pursuant to Section 2.03 or (ii) Everett or a member of the Everett Group, (b) any Taxes attributable to an Everett Tainting Act, (c) any Taxes attributable to an Extraordinary Transaction effected after the Distribution on the Distribution Date by Everett or a member of the Everett Group, and (d) any

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Taxes taken into account in computing amounts payable pursuant to Section 2.11 (Working Capital Adjustment) of the Separation and Distribution Agreement, including, in the case of each of clauses (a) through (c), any Taxes resulting from an Adjustment. For the avoidance of doubt, Everett Taxes shall not include any Everett Excluded Taxes.

“ Extraordinary Transaction ” means any action that is not in the ordinary course of business, but shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Document or that is undertaken pursuant to the Contribution or the Distribution.

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

“ Five-Year Houston UK Tax NOLs Utilization Amount ” means the excess, if any, of the Adjusted Houston UK Tax NOLs Amount over the Combined Five-Year Look UK Tax NOLs Amount.

“ Five-Year Houston UK Tax NOLs Utilization Amount Payment ” means the Five-Year Houston UK Tax NOLs Utilization Amount multiplied by the average United Kingdom statutory corporate Income Tax rate over the five-year period ending on the close of the fifth (5th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date.

“ Five-Year Revised Houston UK Tax NOLs Amount ” means the Adjusted Houston UK Tax NOLs Amount minus the Five-Year Houston UK Tax NOLs Utilization Amount, if any.

“ 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 the 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 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 Companies.

“ Group ” means the Houston Group or the Everett Group, or both, as the context requires.

“ Houston ” has the meaning set forth in the first sentence of this Agreement.

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

“ Houston Business ” has the meaning provided in the Separation and Distribution Agreement.

“ Houston Common Shares ” has the meaning set forth in the Recitals.

“ Houston Consolidated Affiliate Return ” means any U.S. federal consolidated Income Tax Return filed by a member of the Everett Group (excluding Chicago and its Affiliates) as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code).

“ Houston Consolidated Return ” means any U.S. federal consolidated Income Tax Return required to be filed by Houston as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code).

“ Houston Consolidated Taxes ” means any U.S. federal Income Taxes attributable to any Houston Consolidated Return or any Houston Consolidated Affiliate Return.

“ Houston Full Taxpayer ” means the assumption that each relevant member of the Houston Group (a) is subject to the highest marginal regular statutory Income Tax rate, (b) in the case of a Tax Benefit, has sufficient taxable income to permit the realization or receipt of the relevant Tax Benefit at the earliest possible time, (c) in the case of an adjustment, 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.

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

“ Houston 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 Houston Business.

“ Houston Tainting Act ” means (a) any action (or the failure to take any action) within its control by Houston or any member of the Houston Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Houston, any assets of Houston or any assets of any member of the Houston Group that, or (c) any breach by Houston or any member of the Houston Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended treatment as set forth in the Tax Opinions/Rulings; provided , however , the term “Houston Tainting Act” shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to the Distribution.

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“ Houston Taxes ” means, without duplication, (a) any Houston Consolidated Taxes, (b) any Taxes imposed (i) on gain recognized under Treasury Regulations Section 1.1502-19(b) in connection with an excess loss account with respect to the stock of Everett or any member of the Everett Group (excluding Chicago and its Affiliates) at the time of the Distribution, (ii) on net deferred gains taken into account under Treasury Regulations Section 1.1502-13(d) with respect to deferred intercompany transactions between an Everett Group member and a Houston Group member and (iii) under similar or corresponding provisions of State, local or non-U.S. Law, (c) any Taxes imposed on Everett or any member of the Everett Group (excluding Chicago and its Affiliates) under Treasury Regulations Section 1.1502-6 (or any similar provision of other Law) as a result of Everett or any such member being or having been included as part of a Houston Consolidated Return, any other consolidated U.S. federal Income Tax Return, or any other consolidated, combined, unitary or similar Tax Return under any other provision of Law, (d) any Taxes not described in clause (a), (b) or (c) (including any Taxes resulting from an Adjustment) of Houston or Everett or any Subsidiary or former Subsidiary of Houston or Everett (excluding Chicago and its Affiliates) or other member of the Houston Group or Everett Group (excluding Chicago and its Affiliates) for any Pre-Distribution Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Distribution Date (determined in accordance with Section 2.03(b)), (e) any Taxes attributable to a Houston Tainting Act, (f) any Taxes attributable to the Separation Transactions, (g) any Transaction Taxes, (h) any Transfer Taxes, and (i) any Taxes set forth on Schedule 3, in each case other than Everett Taxes.

“ Houston UK Deferred Deductions ” means the aggregate deductions arising from contributions made to pension plans by Houston and its Affiliates or members of the Everett Group (excluding Chicago and its Affiliates) in a Pre-Distribution Period, to the extent not yet available as deductions as of the Distribution Date, in each case as determined for United Kingdom Income Tax purposes.

“ Houston UK Tax NOLs Amount Adjustment ” means fifty percent (50%) of the Combined Closing UK NOLs Amount.

“ Income Taxes ” means:

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

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“ 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 Everett Adjustment nor a Houston 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.

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

“ Merger Agreement ” has the meaning set forth in the Recitals.

“ Mixed Business Tax Return ” means any Tax Return, including any consolidated, combined or unitary Tax Return, that reflects or reports Taxes that relate to at least one asset or activity that is part of the Houston Business, on the one hand, and at least one asset or activity that is part of the Everett Business, on the other hand.

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

“ Parties ” and “ Party ” have the meanings set forth in the first sentence of this Agreement.

“ Past Practices ” shall have the meaning set forth in Section 3.03(a) of this Agreement.

“ Payment Date ” means (i) with respect to any Houston 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 4.02(a) of this Agreement.

“ 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 ” shall have the meaning set forth in Section 7.01 of this Agreement.

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“ 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 ” shall have the meaning set forth in Section 14.03 of this Agreement.

“ 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. For the avoidance of doubt, the Merger shall not constitute a Proposed Acquisition Transaction.

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

“ Refund ” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other 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.

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“ Required Company ” shall have the meaning set forth in Section 4.02(a) 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 (2)-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 Request ” means any letter filed by Houston 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 ” has the meaning set forth in in the Recitals.

“ Separation Plan ” means the step plan attached hereto as Exhibit A .

“ Separation Transactions ” means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Everett Business from ownership of the Houston Business.

“ Single Business Tax Return ” means any Tax Return including any consolidated, combined or unitary Tax Return that reflects or reports Tax Items relating only to the Houston Business, on the one hand, or the Everett Business, on the other (but not both).

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

“ Tainting Act ” ” means a Houston Tainting Act or an Everett Tainting Act.

“ Tax ” or “ Taxes ” means (a) 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, and (b) all liabilities in respect of any items described in clause (a) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law).

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“ Tax Advisor ” means a tax counsel or accountant of recognized standing in the relevant jurisdiction.

“ Tax Attribute ” means 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 affect 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) that is actually received or recognized.

“ 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, 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 Houston, Everett and the shareholders of Houston recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355 and 361 of the Code, other than, in the case of Houston and Everett, 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.

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

“ Tax Opinions/Rulings ” means formal written opinions or similar memoranda of a Tax Advisor and/or the rulings by the IRS or other Tax Authority deliverable to Houston (and made available to Everett) in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions, limited in the case of those Separation Transactions intended to qualify as tax-free or tax-deferred, in whole or in part, under foreign Law to those Separation Transactions set forth on Schedule 2.

“ 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 work papers, 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.

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“ 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, and (ii) all reasonable accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; 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 the intended treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2).

“ Tax 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.

“ Transaction Taxes ” mean any Taxes other than Distribution Taxes (a) imposed on or by reason of the Contribution and Distribution, other than any such Taxes caused by an Everett Tainting Act, or (b) payable by reason of the distribution of cash or any other property from Everett to Houston.

“ Transfer Pricing Adjustment ” means any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the Houston Group and any member of the Everett Group (excluding Chicago and its Affiliates) with respect to any Pre-Distribution Period.

“ Transfer Tax ” means any sales, use, privilege, transfer (including real property transfer), intangible, recordation, registration, documentary, stamp, duty or similar Tax imposed with respect to the Separation Transactions.

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

“ 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 or otherwise cause any Separation Transaction to fail to qualify for the intended tax treatment as set forth in the Tax Opinions/Rulings. 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.

Allocation of Pre-Distribution Period Tax Liabilities .

General Rule.

(a) Houston Liability . Houston shall be liable for, and shall indemnify and hold harmless the Everett Group from and against any liability for Houston Taxes.

(b) Everett Liability . Everett shall be liable for, and shall indemnify and hold harmless the Houston Group from and against any liability for Everett Taxes.

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Mixed Business and Single Business Tax Return . Except as provided in Section 2.04, liability for Pre-Distribution Period Taxes relating to Mixed Business Tax Returns and Single Business Tax Returns shall be allocated as follows:

(a) Mixed Business Tax Returns. With respect to any Mixed Business Tax Return, Houston 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 not Everett Taxes.

(b) Single Business Tax Returns. Houston shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any Single Business Tax Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods which Taxes are not Everett Taxes.

Attribution of Taxes .

(a) General. For all purposes of this Agreement, a Tax and any Tax Items shall be considered attributable to the Everett Business on the one hand and the Houston Business on the other (but not both) to the extent that such Tax and/or Tax Item would result if such Tax Return were prepared on a separate basis taking into account only the operations and assets of the Everett Business on the one hand and only the operations and assets of the Houston Business on the other hand (but not both), as applicable. With respect to U.S. federal Income Taxes, such amount shall be as determined by Houston in good faith on a separate pro forma Everett Group consolidated return (excluding Chicago and its Affiliates) prepared: (i) including only Tax Items of members of the Everett Group that were included in the relevant Houston Consolidated Return; (ii) using all elections, accounting methods and conventions used on such Houston Consolidated Return; and (iii) applying the highest statutory marginal corporate income Tax rate in effect for such taxable period. The amount of other Income Taxes attributable to the Everett Business shall be determined by Houston using similar principles. With respect to any other Tax Items, Houston shall determine in good faith and otherwise in accordance with this Agreement which Tax Items are properly attributable to assets or activities of the Everett Business (and in the case of a Tax Item that is properly attributable to both the Everett Business and the Houston Business, the allocation of such Tax Item between the Everett Business and the Houston Business).

(b) Straddle Period Tax Allocation. Houston and Everett shall take all actions necessary or appropriate to close the taxable year of Everett and each member of the Everett Group (excluding Chicago and its Affiliates) for all Tax purposes as of the close of the Distribution Date to the extent permissible or required under applicable Law. If applicable Law does not require or permit Everett or any such member of the Everett Group, as the case may be, to close its taxable year on the Distribution Date, then the allocation of income or deductions required to determine any Taxes or other amounts attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of Everett or such member of the Everett Group as of the close of the

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Distribution Date; provided that exemptions, allowances or deductions that are calculated on an annual or periodic basis shall be allocated between such portions in proportion to the number of days in each such portion ; provided , further , that real property and other property or similar periodic Taxes shall be apportioned on a per diem basis.

Certain Transfer and Other Taxes .

(a) Houston Liability. Houston shall be liable for, and shall indemnify and hold harmless Everett from and against any liability for:

(i) One Hundred percent (100%) of any Transfer Tax;

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

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

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

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

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

Preparation and Filing of Tax Returns.

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.

Responsibility for Preparation and Filing and Payment of Taxes Shown Due .

(a) Houston Consolidated Return. Houston shall prepare and file all Houston Consolidated Returns for a Pre-Distribution Period or a Straddle Period. Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by the Everett Group on the Distribution Date after the Effective Time as occurring on the day after the Distribution Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of State, local or foreign Law.

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(b) Mixed Business Tax Returns

(i) Houston shall prepare and file (or cause to be prepared and filed) any Mixed Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Houston Group.

(ii) Everett shall prepare and file (or cause to be prepared and filed) any Mixed Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Everett Group after the Distribution Date.

(c) Single Business Tax Returns.

(i) Houston shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Houston Group.

(ii) Everett shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Everett Group after the Distribution Date.

(d) Notwithstanding anything to the contrary in this Section 3, (i) the portion of any Tax Return that relates to any Taxes attributable to a Houston Tainting Act shall be prepared by the Responsible Company in the manner determined by Houston in its sole discretion, and (ii) the portion of any Tax Return that relates to any Taxes attributable to an Everett Tainting Act shall be prepared by the Responsible Company in the manner determined by Everett in its sole discretion. For the avoidance of doubt, the foregoing sentence shall apply only to the extent that the Parties shall be aware of the Houston Tainting Act or the Everett Tainting Act at the time such Tax Return is prepared.

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 3.02, 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 ”), including, for example, the methodology historically adopted by the Companies for the accrual of non-U.S. Taxes for purposes of computing any foreign tax credit for U.S. tax purposes, 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 (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2), unless there is no reasonable basis for such Tax treatment. The Tax treatment of the Separation

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Transactions reported on any Tax Return for which Everett is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Houston or any member of the Houston Group or caused or to be caused to be filed by Houston, 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.

Consolidated or Combined Tax Returns .

(a) Everett will elect and join and will cause its Affiliates to elect and join, in filing any consolidated, combined or unitary Tax Returns that Houston determines in good faith are required to be filed or that Houston chooses to file pursuant to Section 3.02 with respect to any Pre-Distribution Period.

(b) With respect to all Houston Consolidated Returns for the taxable year which includes the Distribution Date, Houston shall use the closing of the books method under Treasury Regulation Section 1.1502-76.

Right to Review Tax Returns .

(a) Except as otherwise agreed by the Companies, 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 3.05(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 Ten Million Dollars ($10,000,000), (B) a credit or credits equal to or in excess of Ten Million Dollars ($10,000,000), (C) a loss or losses equal to or in excess of Ten Million Dollars ($10,000,000) or (D) could otherwise be expected to materially adversely affect a Tax position with respect to the Company or its Group.

(b) If a Company does object by proper written notice described in Section 3.05(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 this Section 3.05 (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 3.05(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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Refunds, Carrybacks and Amended Tax Returns .

(a) Refunds .

(i) Each Company (and its Affiliates) (the “ Claiming Company ”) shall be entitled to Refunds that relate to Taxes for which it (or its Affiliates) is liable hereunder. For the avoidance of doubt, to the extent that a particular Refund of Taxes may be allocable to a Straddle Period with respect to which the Parties may share responsibility pursuant to Sections 2 and 3, the portion of such Refund to which each Party will be entitled shall be determined by comparing the amount of payments made by a Party to a Tax Authority or to the other Party (and reduced by the amount of payments received from the other Party) pursuant to Sections 2 and 3 with the Tax liability of such Party as determined under Section 2.03, taking into account the facts as utilized for purposes of claiming such Refund.

(ii) Notwithstanding Section 3.06(a)(i), to the extent a claim for a Refund results in a Correlative Detriment to the other Company (or its Affiliates), any such Refund that is received by the Claiming Company (or its Affiliates) shall, and only to the extent thereof, be paid to the other Company (or its Affiliates) that incurs such Correlative Detriment. A “ Correlative Detriment ” is an increase in a Tax of a Company (or its Affiliates) that occurs as a result of the Tax position that is the basis for a claim for Refund by the Claiming Company or for a Final Determination, utilizing the assumptions set forth in the description of Houston Full Taxpayer or Everett Full Taxpayer, as the case may be.

(iii) In the event of an adjustment relating to Taxes pursuant to a Final Determination for which one Party is responsible under this Agreement which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be responsible pursuant to this Agreement (the “ Benefited Party ”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party plus interest at the Prime Rate on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date.

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(iv) Any Refund or portion thereof to which a Claiming Company is entitled pursuant to this Section 3.06(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 Company 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 Company to the Claiming Company pursuant to this Section 3.06(a), such Company 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.

(v) 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.

(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 3.06(b).

(iv) A Company shall be entitled to any Tax Benefit actually recognized 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

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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 the contrary contained herein, if such amended Tax Return could reasonably result in the other Company becoming responsible for a payment of (or otherwise becoming liable for) Taxes under this Agreement, 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 notwithstanding that the Company consented to the filing of such amended Tax Return giving rise to such liability.

Apportionment of Tax Attributes . Houston shall reasonably determine in good faith, and advise Everett in writing, of the amount of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to Everett and/or the Everett Group under applicable Law, provided that this Section 3.07 shall not be construed as obligating Houston to undertake an “earnings & profits study” or similar determination. Houston shall consult in good faith with Everett regarding such determinations. In the event that Everett disagrees with any such determination, Houston and Everett shall endeavor in good faith to resolve such disagreement, and, failing that, the allocations and apportionments under this Section 3.07 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable. The Houston Group and the Everett Group agree to compute all Taxes for Post-Distribution Periods consistently with the determination of the allocation of Tax Attributes pursuant to this Section 3.07 unless otherwise required by a Final Determination. To the extent that the amount of any Tax Attribute is later reduced or increased as a result of a Final Determination, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to this Section 3.07.

Tax Payments .

Payment of Taxes.

(a) Computation and Payment of Tax Due . At least three (3) Business Days prior to any Payment Date for any 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 3.03 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.

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(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 Houston is the Responsible Company, then Everett shall pay to Houston the amount allocable to the Everett Group under the provisions of this Agreement, and if Everett is the Responsible Company, then Houston shall pay to Everett the amount allocable to the Houston Group under the provisions of this Agreement, 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 such Final Determination. The Responsible Company shall compute the amount attributable to the Everett Group or the Houston Group (as the case may be) in accordance with this Agreement and Everett shall pay to Houston any amount due Houston (or Houston shall pay Everett any amount due Everett) under this Agreement 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 payment 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 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 payment is due to a Tax Authority, the date of such Final Determination) to the date of the payment under this Section 4.01(c).

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 Company ”) is liable for under this Agreement, the Payor shall provide notice to the Required Company 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 Company shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Required Company disputes the amount it is liable for under this Agreement, the Required Company 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 Company does not agree with the amount the Payor claims the Required Company is liable for under this Agreement, the dispute shall be resolved in

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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 4.02 .

(b) Any Tax indemnity payment required to be made by the Required Company pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Company 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 Houston directly to Everett and by Everett directly to Houston; provided , however , that if the Companies mutually agree with respect to any such indemnification payment, any member of the Houston Group, on the one hand, may make such indemnification payment to any member of the Everett Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 13.

Tax Benefits and Houston Tax Attributes .

Tax Benefits .

(a) If a member of the Everett Group recognizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Houston Group is liable hereunder and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Houston Group recognizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Everett Group is liable hereunder and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), Everett or Houston, as the case may be, shall make a payment to the other company within one hundred twenty (120) Business Days following such actual recognition 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).

(b) No later than one hundred twenty (120) Business Days after a Tax Benefit described in Section 5.01(a) is actually recognized by a member of the Houston Group or a member of the Everett Group, Houston (if a member of the Houston Group recognizes such Tax Benefit) or Everett (if a member of the Everett Group recognizes such Tax Benefit) shall provide the other Company with notice of the amount payable to such other Company by Houston or Everett pursuant to this Section 5. In the event that Houston or Everett disagrees with any such calculation described in this Section 5.01(b), Houston or Everett 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). Houston and Everett 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 Houston Group from any member of the Everett Group (excluding Chicago and its Affiliates) or (2) any member of the Everett Group (excluding Chicago and its Affiliates) from any member of the Houston Group.

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Houston UK Tax NOLs Utilization Payments .

(a) Everett shall pay to Houston the amount, if any, of the Five-Year Houston UK Tax NOLs Utilization Amount Payment within one hundred twenty (120) Business Days following the close of the fifth (5th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date.

(b) Everett shall pay to Houston the amount, if any, of the 10-Year Houston UK Tax NOLs Utilization Amount Payment within one hundred twenty (120) Business Days following the close of the tenth (10th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date.

(c) All calculations relating to the payments, if any, to be made under this Section 5.02 shall be determined by Everett in good faith and with reasonable consultation with Houston. Any disputes relating to payments, if any, to be made under this Section 5.02 shall be resolved in accordance with Section 14.

Employee Benefits Matters .

Houston and Everett Income Tax Deductions in Respect of Certain Equity Awards and 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 equity awards and other compensation shall be entitled to claim any Income Tax deduction in respect of such equity awards and other compensation on its respective Tax Return associated with such event.

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 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.

Pension Deductions . In the event that Everett actually recognizes a Tax Benefit in a Post-Distribution Tax Period arising from contributions made to the EDS Pension Plan with respect to which a payment by Houston to HP Inc. is required pursuant to Section 6.03 of the Tax Matters Agreement entered into by and between Houston and Hewlett-Packard Company on

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October 31, 2015 and the addendums thereto, as amended through the date hereof, Everett shall make a payment to Houston of the amount of such actually recognized Tax Benefit within 30 Business Days.

Tax-Free Status .

Restrictions on Everett . During the Restricted Period, Everett and Chicago shall not:

(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 Everett;

(b) merge or consolidate with any other Person (other than pursuant to the Merger) 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 thirty-five percent (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 thirty-five percent (35%) of its consolidated gross or net assets or more than thirty-five percent (35%) of the consolidated gross or net assets of any of the Active Business Entities (in each case, excluding (A) sales in the ordinary course of business and measured based on fair market values as of the Distribution Date, (B) sales or other dispositions relating to the business(es) set forth on Schedule 1 or (C) any transfers to a Person that is a disregarded entity separate from the transferor for federal income tax purposes;

(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 Everett stock;

(g) issue shares of a new class of non-voting stock;

(h) purchase, directly or through any Affiliate, any of its outstanding stock, 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);

(i) with respect to the Distribution, other than with respect to the business(es) set forth on Schedule 1, take any action or fail to take any action, or permit any member of the Everett 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) other than with respect to the business(es) set forth on Schedule 1, take any action or permit any other member of the Everett 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) any Separation Transaction to qualify for its intended treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2);

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provided , however , that Everett or Chicago 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, Everett or Chicago 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 Houston in its discretion, which discretion shall be reasonably exercised in good faith to prevent the imposition on Houston, or responsibility for payment by Houston, 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 Houston (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 Houston, or responsibility for payment by Houston, of Distribution Taxes. Everett and Chicago shall provide a copy of the Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraph to Houston as soon as practicable prior to taking or failing to take any action set forth in the foregoing clause (a) through (j). Houston’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. Everett shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse Houston for all reasonable out-of-pocket costs and expenses that Houston may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

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 Houston Tainting Act, then Houston shall be responsible for any Distribution Tax-Related Losses;

(b) if such Distribution Taxes are attributable to an Everett Tainting Act, then Everett shall be responsible for any Distribution Tax-Related Losses; and

(c) if such Distribution Taxes are not attributable to a Houston Tainting Act or an Everett Tainting Act, then Houston shall be one hundred percent (100%) responsible for such Distribution Tax-Related Losses.

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Cooperation and Reliance .

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) 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 Houston Group, on the one hand, or a member of the Everett 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 Company 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.

Income Tax Return Information . Everett and Houston acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Houston or Everett pursuant to Section 8.01 or this Section 8.02. Each Company shall provide to the other Company information

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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.

Non-Performance . 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 non-performing Company shall be liable in full for such additional Taxes.

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 at its own cost and expense.

Tax Records .

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 Houston 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 (7) years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (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 ninety (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 ninety (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 ninety (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 ninety (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.

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

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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. To the extent any Tax Records are required to be or are otherwise transferred by the Companies or their respective Affiliates to any person other than an Affiliate, the Company or its respective Affiliate shall transfer such records to the other Company at such time.

Tax Contests .

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. 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 Company has knowledge of an asserted Tax liability with respect to a matter for which it is entitled to indemnification hereunder and such Company fails to give the indemnifying Company prompt notice of such asserted Tax liability and the indemnifying Company is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying Company is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Company shall have no obligation to indemnify the indemnified Company for such Tax liability or any other Taxes arising from such failure, and (ii) if the indemnifying Company 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 Company, then any amount which the indemnifying Company is otherwise required to pay the indemnified Company pursuant to this Agreement shall be reduced by the amount of such detriment.

Control of Tax Contests .

(a) Controlling Company . In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement 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 Company must obtain the prior consent of the Non-Controlling Company prior to contesting, litigating, compromising or settling any Tax Contest related to an adjustment which the Non-Controlling Company may reasonably be expected to become liable to make any indemnification payment under this Agreement (or any payment under Section 5). Unless waived by the Companies in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Company may reasonably be expected to become liable to make any indemnification payment under this Agreement (or any payment under Section 5) to the Controlling Company under this Agreement: (i) the Controlling Company shall keep the Non-Controlling Company informed in a timely manner of all actions taken or proposed to be taken by the Controlling Company with respect to such

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potential adjustment in such Tax Contest; (ii) the Controlling Company shall provide the Non-Controlling Company copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Company shall timely provide the Non-Controlling Company 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 Company shall consult with the Non-Controlling Company (including, without limitation, regarding the use of outside advisors to assist with the Tax Contest) and offer the Non-Controlling Company 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 Company shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Company to take any action specified in the preceding sentence with respect to the Non-Controlling Company shall not relieve the Non-Controlling Company of any liability and/or obligation which it may have to the Controlling Company under this Agreement except to the extent that the Non-Controlling Company was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Company from any other liability or obligation which it may have to the Controlling Company. In the case of any Tax Contest described in Section 10.02(a) or (b), “ Controlling Company ” means the Company entitled to control the Tax Contest under such Section and “ Non-Controlling Company ” means the other Company.

(c) Tax Contest Participation . Unless waived by the Companies in writing, the Controlling Company shall provide the Non-Controlling Company with written notice reasonably in advance of, and the Non-Controlling Company 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 Company may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 5) to the Controlling Company under this Agreement. The failure of the Controlling Company to provide any notice specified in this Section 10.02(c) to the Non-Controlling Company shall not relieve the Non-Controlling Company of any liability and/or obligation which it may have to the Controlling Company under this Agreement except to the extent that the Non-Controlling Company was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Company from any other liability or obligation which it may have to the Controlling Company.

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

(e) Costs . All external out-of-pocket costs and expenses that are incurred by the Controlling Company with respect to a Tax Contest related to an adjustment which the Non-Controlling Company may reasonably be expected to become liable to make any indemnification payment under this Agreement shall be shared by the Companies according to each Company’s

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relative share of the potential Tax liability with respect to the Tax Contest as determined under this Agreement; provided , however , that a Non-Controlling Company shall not be liable for fees payable to outside advisors to the extent that the Controlling Company failed to consult with the Non-Controlling Company pursuant to Section 10.02(b). If the Controlling Company incurs out-of-pocket costs and expenses to be shared under this Section 10.02(e) during a fiscal quarter, such Controlling Company shall provide notice to the Non-Controlling Company within thirty (30) days after the end of such fiscal quarter for the amount due from such Non-Controlling Company pursuant to this Section 10.02(e), describing in reasonable detail the particulars relating thereto. Such Non-Controlling Company shall have a period of thirty (30) days after the receipt of notice to respond thereto. Unless the Non-Controlling Company disputes the amount it is liable for under this Section 10.02(e), the Non-Controlling Company shall reimburse the Controlling Company within forty-five (45) Business Days of delivery by the Controlling Company of the notice described above. To the extent the Non-Controlling Company does not agree with the amount the Controlling Company claims the Non-Controlling Company 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 Company will provide the Non-Controlling Company with a good faith estimate of such costs.

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 between one or more members of the Houston Group, on the one hand, and one or more members of the Everett Group, on the other hand, 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 Houston or by or to Everett, 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.

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.

Treatment of Payments; Tax Gross Up .

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 this Agreement shall be treated 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 treated 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.

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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 (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) of the Code) such payment shall be appropriately adjusted so that the amount of such payment, reduced by 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.

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.

Disagreements .

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, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “ Dispute ”) between any member of the Houston Group and any member of the Everett Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Dispute.

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 Companies at a senior level of management of the Companies pursuant to the procedures set forth in Section 8.2 of the Separation and Distribution Agreement.

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

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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.

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

Expenses . Except as otherwise provided in this Agreement, each Company 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.

General Provisions .

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 16.01):

if to Houston or, prior to the Distribution, Everett, to:

Hewlett Packard Enterprise Company

3000 Hanover Street

Palo Alto, California 94304

Attention: General Counsel

Facsimile No.: (650) 857-2012

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with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Eduardo Gallardo

Facsimile No.: (212) 351-5245

Email: egallardo@gibsondunn.com

and a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, California 94301

Attention: Nathan Giesselman

Facsimile No.: (650) 798-6572

Email: nathan.giesselman@skadden.com

if to Chicago or, following the Distribution, Everett, to:

Computer Sciences Corporation

1775 Tysons Boulevard

Tysons, Virginia 22102

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Peter Harwich

Facsimile No.: (212) 610-6399

Email: peter.harwich@allenovery.com

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.

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

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

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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.

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.

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.

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.

Integration . This Agreement, together with each of the exhibits and schedules appended hereto constitutes the final agreement among 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 among 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.

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

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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) provisions shall apply, when appropriate, to successive events and transactions; (i) 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; (j) Houston, Everett and Chicago 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 a Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (k) a reference to any Person includes such Person’s successors and permitted assigns.

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.

Counterparts . This Agreement may be executed in one (1) or more counterparts (including by electronic or .pdf transmission), 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. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

Governing Law . This Agreement 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.

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 any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 16.01 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.

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.

Houston or Everett Affiliates . If, at any time, Houston or Everett acquires or creates one or more affiliates that are includable in the Houston Group or Everett Group, as the case may be,

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they shall be subject to this Agreement and all references to the Houston Group or Everett Group, as the case may be, herein shall thereafter include a reference to such affiliates. For the avoidance of doubt, as of the Effective Time, this Agreement shall be binding on Chicago and Chicago shall be subject to the obligations and restrictions imposed on Everett hereunder, and any restrictions applicable to Everett shall apply to Chicago mutatis mutandis .

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 Houston or Everett 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.

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.

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EXECUTION VERSION

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]

Exhibit 2.3

EXECUTION VERSION

IP MATTERS AGREEMENT

This IP MATTERS AGREEMENT, dated as of March 31, 2017 and effective as of the Distribution Date (this “ IPMA ”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“ Houston Company ”), Hewlett Packard Enterprise Development LP, a Texas limited partnership (“ Houston Development ” and, together with Houston Company, collectively “ Houston ”), and Everett SpinCo, Inc., a Delaware corporation (“ Everett ”). Houston Company, Houston Development, and Everett are sometimes collectively referred to as the “ Parties ” and each is individually referred to as a “ Party .” Unless otherwise defined in this IPMA, all capitalized terms used in this IPMA shall have the meanings set forth in the Separation and Distribution Agreement, dated as of May 24, 2016, by and between Houston Company and Everett (as amended as of November 2, 2016, December 6, 2016 and January 27, 2017, and as further amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”). The parties acknowledge that all United States intent-to-use trademark applications are transferring as part of the business or portion of the business to which the marks pertain, as required by 15 U.S.C. § 1060.

RECITALS

WHEREAS, Houston Company and Everett have entered into the Separation Agreement pursuant to which the Parties have set out the terms on which, and the conditions subject to which, they wish to implement the Reorganization (as defined in the Separation Agreement); and

WHEREAS, this IPMA will be a Transaction Document under the Separation Agreement and by its terms will allocate rights and interests in certain Intellectual Property Rights and certain Technology used in the conduct of the Everett Business prior to the Distribution Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this IPMA, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this IPMA shall have the meanings set forth below:

“ Chicago ” means Computer Sciences Corporation, a Nevada corporation.

“ Chicago Public Sector Business Spin-Off ” means a sale, divestment, spin-off, split-off or other disposition by Everett or Chicago with respect to Chicago’s and/or Everett’s business relating to public sector organizations.

“ Chicago Products or Services ” means any (i) products sold or distributed, or services provided, by Chicago or any business of Chicago as of or prior to the Distribution Date, and (ii) products sold or distributed, or services provided, by Chicago or any business of Chicago after the Distribution Date other than those that constitute, integrate or incorporate or are substantially similar to the products sold or distributed, or services provided, by the Everett Business as of or prior to the Distribution Date or natural evolutions thereof.

“ Confidential Information ” shall mean proprietary or confidential technical, financial or business information of the disclosing Party, including without limitation Source Code, as well as information about product plans and strategies, promotions and customers, which should be reasonably understood by receiving Party as the confidential or proprietary information of disclosing Party. Without regard to the timing of any disclosure or the identity of the disclosing Person, Source Code included in the Houston Technology shall be deemed to be Houston Confidential Information, and Source Code included in the Transferred Technology shall be deemed to be Everett Confidential Information.

“ Eligible Business Sale ” means a sale, divestment, spin-off, split-off or other disposition of a business unit as a going concern by Everett or Chicago.

“ Everett Designee ” means such other member of the Everett Group designated by Everett to be the applicable assignee of a particular item of Transferred IP.

“ Houston Owned Technology ” means all Technology (excluding the Transferred Technology) that (i) immediately prior to the Distribution Date is owned by Houston or any other member of the Houston Group, (ii) prior to the Distribution Date is in the possession of the Everett Business, and (iii) prior to the Distribution Date is used in the conduct of the Everett Business.

“ Houston Patents ” means all Patents (excluding the Transferred Patents) owned by Houston or any other member of the Houston Group as of the Distribution Date that, in the absence of a license thereto, would be infringed by the conduct of the Everett Business prior to the Distribution Date.

“ Houston Technology ” means Houston Third Party Technology and Houston Owned Technology that is not made generally commercially available by Houston or any other member of the Houston Group prior to the Distribution Date.

“ Houston Third Party Technology ” means all Technology (excluding the Transferred Technology and any IT Software) that prior to the Distribution Date is (i) integrated or incorporated into any Technology that is (a) in the possession of the Everett Business and (b) used in the conduct of the Everett Business and (ii) licensed to any member of the Houston Group by a third party and for which Houston or any member of the Houston Group has the right to grant a sublicense to Everett of the scope set forth in Article IV without, (a) violating or breaching any obligation owed by such member of the Houston Group to such third party, (b) requiring any consent from such third party or (c) incurring any obligation to make any payment or pay other consideration to such third party.

“ Intellectual Property Rights ” means all rights, title and interest in and to intellectual property arising throughout the world, including all: (i) copyrights and registrations and applications therefor (collectively, “ Copyrights ”); (ii) domain names, websites and uniform resource locators (collectively, “ Domain Names ”); (iii) trademarks, service marks, corporate names, trade names, logos, slogans, designs, trade dress and other similar identifiers of source or origin (registered and unregistered), together with the goodwill associated with any of the foregoing and applications to register any of the foregoing (collectively, “ Marks ”); (iv) patents

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and utility models, design registrations, and applications for any of the foregoing, together with all reissues, continuations, continuations-in-part, divisionals and reexaminations thereof (collectively, “ Patents ”); and (v) trade secrets, know-how, inventions, discoveries, methods, processes, technical data, specifications, research and development information and other proprietary or confidential information, in each case that derives economic value from not being generally known to other Persons who can obtain economic value from its disclosure, but excluding any Copyrights in or Patents on any of the foregoing (collectively, “ Trade Secrets ”). For the avoidance of doubt, registrations and applications shall include all renewals, restorations, reversions and modifications of the same, as applicable.

“ IP Contracts ” means the Contracts set forth on Exhibit E .

“ IT Software ” means any Software that is used to provide information technology-related infrastructure for an enterprise that is not used directly to provide commercial products or services to customers or related to the development related therefor. Access or use of any IT Software owned by Houston or any other member of the Houston Group as of the Distribution Date will be subject to the terms and conditions of the Transition Services Agreement between Houston Company and Everett dated as of the Distribution Date.

“ Knowledge ” means “knowledge” as such term is defined in the Merger Agreement.

“ Merger Agreement ” means the Agreement and Plan of Merger by and among Houston Company, Everett, Chicago and the other parties thereto, dated as of May 24, 2016, as amended as of November 2, 2016 and December 6, 2016, and as further amended, modified or supplemented from time to time in accordance with its terms.

“ Object Code ” means code in machine-readable form generated by compilation, assembly or other translation of Source Code and contained in a medium which permits it to be loaded into and operated on or by a computer.

“ Software ” means computer programs, including any and all software implementations of algorithms, models and methodologies, whether in Source Code, Object Code or other form, databases and compilations in electronic form, including flow-charts and other work product used to design, plan, organize and develop any of the foregoing, and all related documentation, including user manuals and training materials.

“ Source Code ” means a set of programming statements or computer instructions written in a human-readable programming language contained in any format, including human and machine-readable formats.

“ Technology ” means Software and all Copyrights and Trade Secrets embodied therein, but excluding all Patents and Marks relating thereto, and all related documentation (including related bills of material, build instructions, test reports, manuals, schematics and lab notebooks).

“ Transferred Domain Names ” means the Domain Names set forth on Exhibit A .

“ Transferred IP ” means the Transferred Registered IP, Transferred Domain Names, Transferred Technology and Transferred Unregistered IP.

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“ Transferred Patents ” means the Patents set forth on Exhibit B .

“ Transferred Registered Copyrights ” means the Copyrights set forth on Exhibit  C .

“ Transferred Registered IP ” means the (i) Transferred Patents, (ii) Transferred Registered Copyrights and (iii) Transferred Registered Trademarks.

“ Transferred Registered Trademarks ” means the Marks set forth on Exhibit D .

“ Transferred Technology ” means all tangible embodiments, whether in electronic, written or other media, of Technology (i) owned by Houston or any other member of the Houston Group immediately prior to the Distribution Date and (ii) exclusively used in the conduct of the Everett Business prior to the Distribution Date.

“ Transferred Unregistered IP ” means all Trade Secrets, unregistered Marks and documentation related to the foregoing (i) owned by Houston or any other member of the Houston Group immediately prior to the Distribution Date and (ii) exclusively used in the conduct of the Everett Business prior to the Distribution Date.

ARTICLE II

ASSIGNMENT

Section 2.1 Assignment of the Transferred IP . Houston hereby irrevocably assigns and transfers, and shall cause the other members of the Houston Group to irrevocably assign and transfer, to Everett or an Everett Designee, all of their respective rights, title and interest in and to the Transferred IP, subject to any pre-existing (a) non-exclusive licenses granted in the ordinary course of business that would “run” with the Transferred IP by operation of applicable Law or (b) other rights that have been granted by Houston or any other member of the Houston Group to a third party prior to the Distribution Date described in Schedules 5.20(a)(vi) and 7.2(a)(v) to the Merger Agreement, in each case, none of which is material to the Everett Business. For the avoidance of doubt, Houston hereby irrevocably assigns and transfers, and shall cause the other members of the Houston Group to irrevocably assign and transfer, to Everett or an Everett Designee all claims and causes of action with respect to any Transferred IP, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement or other violation of the Transferred IP.

Section 2.2 Assignment of the IP Contracts . Subject to Section 2.5 of the Separation Agreement, Houston hereby irrevocably assigns and transfers, and shall cause the other members of the Houston Group to irrevocably assign and transfer, to Everett (or such other member of the Everett Group designated by Everett to be the applicable assignee of a particular IP Contract) all of their respective rights, title and interest in, to and under the IP Contracts. Everett hereby assumes and agrees, or shall cause an Everett Designee to assume and agree, to discharge, perform or otherwise fulfill the Liabilities of Houston and the other members of the Houston Group arising out of, relating to or resulting from the IP Contracts, in each case, that arise on or after the Distribution Date and in accordance with their respective terms.

Section 2.3 Further Assurances . Houston shall bear and be solely responsible for any and all recordation fees and other costs and expenses relating to the assignment of the Transferred IP from Houston (or any other members of the Houston Group) to Everett (or an Everett Designee) pursuant to Section 2.1 above. Houston agrees to execute and deliver, and to cause the other members of the Houston Group to execute and deliver, all assignments and other documents reasonably requested by Everett to give effect to the assignment of Transferred IP to Everett (or an Everett Designee) under this IPMA.

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ARTICLE III

PATENT LICENSE

Section 3.1 License to Transferred Patents . Effective immediately after the Distribution Time, Everett hereby grants, and shall cause the other members of the Everett Group to grant, to Houston and the other members of the Houston Group, for the life of each of the Transferred Patents, a non-exclusive, non-transferable (except as provided in Section 8.2), non-sublicensable, fully paid-up, royalty-free license under the Transferred Patents to conduct the Houston Business as conducted prior to the Distribution Date and natural evolutions thereof, including to make, have made, use, import, offer for sale, lease, sell and/or otherwise transfer products and provide services of the Houston Business and to use any methods or processes covered by any of the Transferred Patents in connection therewith, in each case, solely in the form such products are being sold or distributed by the Houston Business or such services are being provided by the Houston Business prior to the Distribution Date and natural evolutions thereof.

Section 3.2 License to Houston Patents .

(a) Effective immediately after the Distribution Time, Houston hereby grants, and shall cause the other members of the Houston Group to grant, to Everett and the other members of the Everett Group as of the Distribution Date, for the life of each of the Houston Patents, a non-exclusive, non-transferable (except as provided in Section 8.2), non-sublicensable (except as provided in Section 3.2(b)), fully paid-up, royalty-free license under the Houston Patents to conduct the Everett Business as conducted prior to the Distribution Date and natural evolutions thereof, including to make, have made, use, import, offer for sale, lease, sell and/or otherwise transfer products and provide services of the Everett Business and to use any methods or processes covered by any of the Houston Patents in connection therewith, in each case, solely in the form such products are being sold or distributed by the Everett Business or such services are being provided by the Everett Business prior to the Distribution Date and natural evolutions thereof, but in all cases excluding any Chicago Products or Services.

(b) Everett may sublicense the rights granted in Section 3.2(a) only in connection with a Chicago Public Sector Business Spin-Off or an Eligible Business Sale. No further sublicensing is permitted by Everett or its sublicensee pursuant to a Chicago Public Sector Business Spin-Off. For purposes of clarity, any sublicenses granted pursuant to this Section shall exclude any Chicago Products or Services.

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ARTICLE IV

LICENSE TO HOUSTON TECHNOLOGY

Section 4.1 Internal Use License .

(a) Subject to Section 4.3, Houston hereby grants, and shall cause the other members of the Houston Group to grant, to Everett a non-exclusive, non-transferable (except as provided in Section 8.2), sublicensable (solely and to the extent provided in Section 4.1(b)), worldwide, fully paid-up, royalty-free license to internally use, modify, update, upgrade, enhance, improve, reproduce, and prepare derivative works of the Houston Technology, for the sole purpose of developing, maintaining or supporting the products and services being provided by the Everett Business as of or prior to the Distribution Date and natural evolutions thereof, but in all cases excluding any Chicago Products or Services. No right is granted under this Section 4.1 to distribute or otherwise make available to any third party any Houston Technology except as expressly set forth herein.

(b) Everett may sublicense the rights granted in Section 4.1(a) in connection with a Chicago Public Sector Business Spin-Off, an Eligible Business Sale or to Subsidiaries of Everett and to Everett’s and its sublicensed Subsidiaries’ vendors and contractors that have been engaged by Everett or one of its sublicensed Subsidiaries to provide services to Everett or such sublicensed Subsidiary, solely with respect to the products and services being provided by the Everett Business as of or prior to the Distribution Date and natural evolutions thereof, but in all cases excluding any Chicago Products or Services. Everett will protect the confidentiality of the Houston Technology in a manner no less protective than the protections implemented by the Everett Business prior to the Distribution Date. Everett shall be responsible for any failure of its sublicensees to comply with the terms and conditions of this IPMA. For purposes of clarity, any sublicenses granted pursuant to this Section shall exclude any Chicago Products or Services.

(c) Subject to Section 4.3, Houston hereby grants, and shall cause the other members of the Houston Group to grant, to Everett a non-exclusive, non-transferable (except as provided in Section 8.2), non-sublicensable, worldwide, fully paid-up, royalty-free license to internally use, modify, update, upgrade, enhance, improve, reproduce, and prepare derivative works of Trade Secrets (excluding any Source Code) that are (i) owned by Houston or any other member of the Houston Group immediately prior to the Distribution Date, (ii) in the possession of the Everett Business prior to the Distribution Date, and (iii) used in the conduct of the Everett Business prior to the Distribution Date, for the sole purpose of developing, maintaining or supporting the products and services being provided by the Everett Business as of or prior to the Distribution Date and natural evolutions thereof, but in all cases excluding any Chicago Products or Services. For the avoidance of doubt, this Section 4.1(c) shall not limit any rights granted to Everett in Section 4.1(a) or Section 4.1(b) with respect to any Source Code included in the Houston Technology.

Section 4.2 Distribution License .

(a) Subject to Section 4.3, Houston hereby grants, and shall cause the other members of the Houston Group to grant, to Everett a non-exclusive, non-transferable (except as provided in Section 8.2), sublicensable (solely and to the extent provided in Section 4.2(b)), worldwide, fully paid-up, royalty-free license to distribute or otherwise make available to any third party the Software included in Houston Technology, solely in Object Code form and solely to the extent such Software is incorporated in any products or services being provided by the Everett Business as of or prior to the Distribution Date and natural evolutions thereof, but in all cases excluding Chicago Products or Services.

(b) Everett may sublicense the rights granted in Section 4.2(a) only in connection with a Chicago Public Sector Business Spin-Off, an Eligible Business Sale or to its distributors and customers, through multiple tiers. For purposes of clarity, any sublicenses granted pursuant to this Section shall exclude any Chicago Products or Services.

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Section 4.3 License Restrictions . Notwithstanding any provision contained herein to the contrary:

(a) any Software included in the Houston Technology that has been used only on an internal basis by the Everett Business as of the Distribution Date may be used by Everett solely on an internal basis pursuant to Section 4.1 and not distributed, sublicensed or otherwise made available to any third party pursuant to the license granted under Section 4.2 or on any other basis;

(b) Houston Third Party Technology is licensed to Everett subject to all applicable limitations and restrictions under which such Houston Third Party Technology is licensed by the applicable third party to Houston or any member of the Houston Group; and

(c) to the extent the Houston Owned Technology includes any Software products of Houston or any other member of the Houston Group that are made generally commercially available by Houston or any other member of the Houston Group, upon request by Everett, Houston will use, and shall cause any member of the Houston Group to use, good faith efforts to enter into standard customer or other commercial agreements with Everett or customers of the Everett Business with respect to such Software products.

Section 4.4 No Support Obligations . Houston has no obligation to deliver any Source Code or other Software, any documentation or any other materials that are not in the possession of the Everett Business prior to the Distribution Date. Houston has no obligation to provide any technical, consulting, support or other services related to the Houston Technology or the Transferred Technology. Specifically and without limitation, Houston has no obligation to provide any updates or upgrades or other enhancements or improvements of or to the Houston Technology.

ARTICLE V

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

Section 5.1 Representations and Warranties . Houston hereby represents and warrants to Everett that:

(a) Houston has the right and authority to assign or grant the rights assigned or granted hereunder in accordance with the terms of this IPMA;

(b) To the Knowledge of Houston, the Transferred IP includes all material Intellectual Property Rights used exclusively in the conduct of the Everett Business; and

(c) To the Knowledge of Houston, all necessary registration, maintenance and renewal fees that are currently due within sixty (60) days of the Distribution Date in connection with the Transferred IP have been paid and all necessary documents, recordations and certifications currently required in connection with the Transferred IP have been filed with the relevant Governmental Authority for the purpose of registering, maintaining, renewing and recording such Transferred IP.

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Section 5.2 Disclaimer of Warranties . Subject to Section 5.1, (a) the licenses to the Houston Technology granted by Houston hereunder are granted on an “AS-IS” BASIS AND (b) HOUSTON HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER MATTER WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED OR LICENSED HEREUNDER. HOUSTON MAKES NO REPRESENTATION OR WARRANTY AS TO ANY ABILITY TO PASS THROUGH OR EXTEND ANY THIRD PARTY RIGHTS IN THE HOUSTON TECHNOLOGY.

Section 5.3 No Implied Licenses . Other than as expressly stated in this IPMA, no other rights or licenses are granted by any Party under this IPMA or the Separation Agreement, by implication, estoppel or otherwise with respect to any Intellectual Property Rights or Technology owned or controlled by any Party or any member of its Group. Everett covenants that it shall not, and shall ensure that its permitted sublicensees under Section 4.1(b) shall not, use any Houston Technology in any manner that exceeds the scope of rights expressly granted in this IPMA or breach any of the restrictions or limitations imposed hereunder. Houston covenants that it shall not, and shall ensure that the members of its Group shall not, use any Transferred Patents in any manner that exceeds the scope of rights expressly granted in this IPMA or breach any of the restrictions or limitations imposed hereunder.

ARTICLE VI

CONFIDENTIALITY

Section 6.1 Confidentiality . Each Party agrees that the other Party’s Confidential Information shall be used, disclosed, or copied by such Party only in furtherance of the exercise of the rights granted under this IPMA. All Houston Confidential Information used, disclosed, or copied by Everett as of or prior to the Distribution Date in the ordinary course of business consistent with past practice shall be deemed to be so used, disclosed, or copied in furtherance of the exercise of the rights granted under this IPMA, provided that such use, disclosure, or copying is consistent with the licenses granted under this IPMA. Each Party shall use, as a minimum, the same degree of care as it uses to protect its own Confidential Information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of the other Party’s Confidential Information. Without limiting the generality of the foregoing:

(a) Each Party shall only disclose the other Party’s Confidential Information to its employees or any individual or entity that (i) is a sublicensee to which rights are sublicensed as permitted under this IPMA, or (ii) has a bona fide need to access the other Party’s Confidential Information consistent with such Party’s rights under this IPMA, in each case, pursuant to confidentiality obligations no less restrictive than the obligations imposed by the Everett Business prior to the Distribution Date.

(b) Each Party shall affix to any copies it makes of any of the other Party’s Confidential Information, all proprietary notices or legends affixed to the other Party’s Confidential Information as they appear on the copies of the other Party’s Confidential Information originally received from the other Party.

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Section 6.2 Exclusions . Each Party shall not be bound by obligations restricting disclosure set forth in this IPMA with respect to any of the other Party’s Confidential Information which:

(a) was lawfully in the public domain prior to its disclosure, or lawfully becomes publicly available other than through a breach of this IPMA or any other confidentiality obligation in respect of such information;

(b) was disclosed to the recipient by a third party provided such third party, or any other party from whom such third party receives such information, is not in breach of any confidentiality obligation in respect of such information; or

(c) is independently developed by the recipient, as evidenced by its business records.

Section 6.3 Court Compelled Disclosures . Each Party shall be excused from the confidentiality obligations with respect to disclosure of the other Party’s Confidential Information solely to the extent such disclosure is compelled pursuant to legal, judicial, or administrative proceedings, or otherwise required by law, but solely to the extent required thereby, provided that such Party advises the other Party of any such disclosure in a timely manner prior to making any such disclosure (so that the other Party can apply for such legal protection as may be available with respect to the confidentiality of the information which is to be disclosed), and provided that such Party shall apply for such legal protection as may be reasonably available with respect to the confidentiality of the other Party’s Confidential Information which is required to be disclosed. Notwithstanding such compelled disclosure, the applicable Confidential Information of the other Party shall remain subject to the confidentiality obligations in this Article VI in all other contexts.

ARTICLE VII

TERM AND TERMINATION

Section 7.1 Term . This IPMA shall be effective during the term commencing on the Distribution Date and shall continue perpetually unless terminated by mutual agreement between the Parties or unless terminated pursuant to Section 7.2.

Section 7.2 Termination . In the event that either Party (the “ Breaching Party ”) shall commit any material breach or default of any of its obligations under this IPMA, the other Party (the “ Non-Breaching Party ”) may give the Breaching Party written notice of such breach or default requesting that such breach or default be cured promptly, and in any event within thirty (30) days. In the event that the Breaching Party fails to cure such breach or default within thirty

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(30) days after the date of the Non-Breaching Party’s written notice hereunder, the Non-Breaching Party may terminate this IPMA with respect to the Intellectual Property Rights licensed to the Breaching Party to which the breach relates in accordance with Section 7.3 upon providing ten (10) business days prior written notice of termination to the Breaching Party. Termination of this IPMA in accordance with this Section shall not affect or impair the Non-Breaching Party’s right to pursue any legal remedy, including the right to recover damages for any harm suffered or incurred as a result of the Breaching Party’s breach or default hereunder.

Section 7.3 Effect of Termination . Upon termination under Section 7.2, all rights and licenses that may be granted to the Breaching Party in Article III and Article IV of this IPMA shall immediately terminate and the Breaching Party shall immediately cease all use and exploitation of any Intellectual Property Rights or Technology granted therein as to which the rights under this IPMA have terminated. For purposes of clarity, the rights and licenses granted to the Non-Breaching Party, as well as all other rights not terminated, shall continue and survive such termination of this IPMA.

Section 7.4 Survival . Section 7.4 and Articles V, VI and VIII shall survive and continue after any termination of this IPMA. Solely with respect to a Non-Breaching Party or to those rights that have not been terminated, Articles III and IV shall survive and continue after any termination of this IPMA.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Incorporation by Reference . This IPMA is subject to all of the terms, conditions and limitations set forth in Articles VIII and IX of the Separation Agreement, which by this reference are hereby incorporated into and made a part of this IPMA, mutatis mutandis, as if they were set forth in their entirety herein.

Section 8.2 Assignment . This IPMA shall not be assigned by any Party without the prior written consent of the other Party, except that: (a) on a one-time basis only, Everett may assign this IPMA, in whole, but not in part, to Chicago without Houston’s prior written consent and (b) on a one-time basis only, Everett or Chicago may assign this IPMA, in whole, but not in part, in connection with a Chicago Public Sector Business Spin-Off; in each case, provided that (i) the permitted assignee under this Section 8.2 agrees in writing to be bound by the terms and conditions of this IPMA in the same manner as Everett is bound under this IPMA (and a copy of such executed writing is provided to Houston), (ii) the permitted assignor no longer retains any rights under this IPMA and (iii) Chicago is not permitted to further assign this IPMA without Houston’s prior written consent, except that such consent is not required in connection with a merger, consolidation, sale of all or substantially all of Chicago’s businesses or assets. The provisions of this IPMA and the obligations and rights under this IPMA shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 8.3 Entire Agreement . Subject to Section 8.4, this Agreement, the other Transaction Documents, and the schedules and exhibits hereto and thereto constitutes the entire agreement of the Parties with respect to the subject matter of this IPMA and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties with respect to the subject matter of this IPMA.

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Section 8.4 Order of Precedence . In the event of any conflict between the provisions of this IPMA and any other provision in the Separation Agreement or any other Transaction Document (including any other agreement assigning or transferring any Transferred IP), the provisions of this IPMA shall control with respect to Intellectual Property Rights and Technology.

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IN WITNESS WHEREOF, the Parties have caused this IPMA to be executed and delivered by their respective duly authorized officers, all as of the Distribution Date.

[SIGNATURE PAGE TO THE IP MATTERS AGREEMENT]

Exhibit 2.4

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of March 31, 2017 and effective as of the Distribution Date (this “ Agreement ”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“ Houston ”) and Everett SpinCo, Inc., a Delaware corporation (“ Everett ”). Houston and Everett are sometimes collectively referred to as the “ Parties ” and each is individually referred to as a “ Party .” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties and other parties named therein (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”).

RECITALS

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

WHEREAS, Houston and Everett have entered into the Separation Agreement;

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other certain Services (as defined herein); and

WHEREAS, the Separation Agreement requires execution and delivery of this Agreement by Houston and Everett on or prior to the Distribution Date.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ Additional Services ” shall have the meaning set forth in Section 2.3(a) .

“ Affiliates ” shall have the meaning set forth in the Separation Agreement.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Data Processing Agreement ” shall have the meaning set forth in Section  3.4 .

“ Designated System ” shall have the meaning set forth in Section 3.5(e) .

“ Distribution Date ” shall have the meaning set forth in the Separation Agreement.

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“ Effective Time ” shall have the meaning set forth in the Separation Agreement.

“ Everett Business ” shall have the meaning set forth in the Separation Agreement.

“ Everett Confidential Information ” shall have the meaning set forth in the Separation Agreement.

“ Everett Group ” shall have the meaning set forth in the Separation Agreement.

“ Everett Indemnified Parties ” shall have the meaning set forth in the Separation Agreement.

“ Everett Services ” shall have the meaning set forth in Section  2.1 .

“ Everett TSA Manager ” shall have the meaning set forth in Section 2.5(a) .

“ Governmental Authority ” shall have the meaning set forth in the Separation Agreement.

“ Group ” shall have the meaning set forth in the Separation Agreement.

“ Houston ” shall have the meaning set forth in the Preamble.

“ Houston Business ” shall have the meaning set forth in the Separation Agreement.

“ Houston Confidential Information ” shall have the meaning set forth in the Separation Agreement.

“ Houston Group ” shall have the meaning set forth in the Separation Agreement.

“ Houston Indemnified Parties ” shall have the meaning set forth in the Separation Agreement.

“ Houston Services ” shall have the meaning set forth in Section  2.1 .

“ Houston TSA Manager ” shall have the meaning set forth in Section 2.5(a) .

“ Indemnified Parties ” shall mean the Houston Indemnified Parties and the Everett Indemnified Parties.

“ Information ” shall have the meaning set forth in the Separation Agreement.

“ Intellectual Property ” shall have the meaning set forth in the Separation Agreement.

“ Interest Rate ” shall mean an annual rate equal to the lesser of (i) the prime rate (as published by the Wall Street Journal or, if no longer published, such other similar source as reasonably selected by Houston) applicable on the date such payment is due and on each date thereafter that interest is compounded, plus six (6) percentage points and (ii) the highest rate then permitted by Applicable Law.

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“ Joint Developments ” shall have the meaning set forth in Section 3.6(a) .

“ Law ” shall have the meaning set forth in the Separation Agreement.

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

“ Losses ” shall have the meaning set forth in Section 6.4(a) .

“ Non-Registering Party ” shall have the meaning set forth in Section 3.6(c) .

“ Party ” and “ Parties ” shall have the respective meanings set forth in the Preamble.

“ Person ” shall have the meaning set forth in the Separation Agreement.

“ Recipient ” shall mean the Party or its Subsidiary to whom a Service is provided under this Agreement.

“ Registering Party ” shall have the meaning set forth in Section 3.6(c) .

“ Representatives ” shall have the meaning set forth in the Separation Agreement.

“ Separation Agreement ” shall have the meaning set forth in the Preamble.

“ Service Charge ” shall have the meaning set forth in Section 4.1(a) .

“ Service Adjustments ” shall have the meaning set forth in Section 2.3(b) .

“ Service Extension ” means an extension of the duration of a Service for three (3) months beyond the then-current Service duration, as may be requested by the Recipient and provided by the Provider in accordance with Section 7.1(b) .

“ Service Increases ” shall have the meaning set forth in Section 2.3(b) .

“ Services ” shall have the meaning set forth in Section  2.1 .

“ Service Schedule ” means a Schedule to this Agreement that is included in Schedule A or Schedule B hereto as such Service Schedule is updated in accordance herewith and that sets forth terms of a specific Service to be provided hereunder.

“ Subsidiaries ” shall have the meaning set forth in the Separation Agreement.

“ Tax ” shall have the meaning set forth in the Separation Agreement.

“ Termination Charges ” shall have the meaning set forth in Section 7.1(c)(iv) .

“ Transaction Documents ” shall have the meaning set forth in the Separation Agreement.

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“ TSA-Licensed Software ” shall have the meaning set forth in Section 3.5(a) .

“ TSA Managers ” means the Everett TSA Manager and the Houston TSA Manager.

“ TSA Owner ” shall have the meaning set forth in Section 2.5(c) .

“ Transaction Taxes ” shall have the meaning set forth in Section 4.2(a) .

“ VAT ” shall have the meaning set forth in Section 4.2(a) .

“ Workstream Representative ” shall have the meaning set forth in Section 2.5(b) .

ARTICLE II

SERVICES, DURATION AND CONTRACT MANAGEMENT

Section 2.1 Services . Subject to the terms and conditions of this Agreement, (a) Houston shall provide or cause to be provided to Everett and Everett’s Subsidiaries, as applicable, the services listed on Schedule A to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “ Houston Services ”) and (b) Everett shall provide or cause to be provided to Houston and Houston’s Subsidiaries, as applicable, the services listed on Schedule B to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “ Everett Services ,” and, collectively with the Houston Services, any Additional Services and any Service Adjustments, the “ Services ”). All Services shall be for the sole use and benefit of the respective Recipient and its respective Affiliates. Except as otherwise provided in this Agreement, including Schedule B , Provider shall be required to provide Services to Recipient only in connection with the Recipient’s operation of the Houston Business or the Everett Business (as applicable for the Recipient) substantially as conducted on or prior to the Distribution Date. Except to the extent Recipient did so prior to the Distribution Date, Recipient shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than its Affiliates in connection with Recipient’s operation of the Houston Business or the Everett Business (as applicable for the Recipient).

Section 2.2 Duration of Services . Subject to the terms of this Agreement, each of Houston and Everett shall provide or cause to be provided to the respective Recipients or their Affiliates, as applicable, each Service from the start date specified in the applicable Service Schedule until the earliest to occur of, with respect to each such Service, (a) the expiration of the term for such Service (or, subject to the terms of Section 7.1(b) , the expiration of any Service Extension) as set forth on the applicable Service Schedule; (b) the date on which such Service is terminated under Section 7.1(c) ; or (c) the expiration or termination of this Agreement.

Section 2.3 Additional Services and Service Adjustments .

(a) If, within sixty (60) days after the Distribution Date, either Party (i) identifies a service that (x) the Houston Group (1) provided to the Everett Group prior to the Distribution Date that Everett reasonably needs in order for the Everett Business to continue to operate in substantially the same manner in which the Everett Business operated prior to the Distribution Date, or (2) are not of the type described in clause (1) but that Everett reasonably

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believes are necessary for Everett to operate the Everett Business as currently conducted, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Everett Group provided to the Houston Group prior to the Distribution Date that Houston reasonably needs in order for the Houston Business to continue to operate in substantially the same manner in which the Houston Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within sixty (60) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such requested additional services (such requested additional services, the “ Additional Services ”); provided , however , that neither Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service. The Service Charges associated with any such Additional Services will be determined in accordance with the terms set forth in Section 4.1(a) . The Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B , as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changes other than the addition of Additional Services, “ Service Adjustments ”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “ Service Increases ”), then such Provider shall negotiate in good faith to provide such Service Increase; provided , however , that the Provider shall not be obligated to provide any Service Increase if the Provider and Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(c) Notwithstanding Section 2.3(b) , Provider shall be entitled to make changes from time to time in the manner in which it performs any of the Services; provided that (i) Provider has furnished Recipient notice (the same notice Provider provides its own business) thereof; (ii) Provider changes such practices and procedures for its own business units at the same time; and (iii) Provider gives Recipient a reasonable period of time for Recipient to (A)

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adapt its operations to accommodate such changes or (B) reject such changes. In the event Recipient fails to accept or reject a proposed change on or before a reasonable date specified in such notice of change, such failure shall be deemed to be an acceptance of such change. In the event Recipient rejects a proposed change but does not terminate this Agreement, Recipient agrees to pay any reasonable expenses resulting from Provider’s need to maintain different or multiple versions of the same system, procedures, technologies, or services or resulting from requirements of their third party vendors.

Section 2.4 Services Not Included . No Services provided under this Agreement shall be construed as accounting, legal or tax advice or shall create any fiduciary obligations on the part of any Provider or any of its Affiliates to any Person, including to the Recipient or any of its Affiliates, and the Recipient shall not rely on, or construe, any Services rendered by or on behalf of the Provider as such professional advice.

Section 2.5 Contract Management .

(a) TSA Managers. Houston and Everett will each designate the respective individual set forth in Schedule C to act as its initial services manager (the “ Houston TSA Manager ” and “ Everett TSA Manager ,” respectively). The TSA Managers will be directly responsible for coordinating and managing the delivery of the Services provided by the applicable Party and have authority to act on such Party’s behalf with respect to matters relating to the provision of Services under this Agreement. The TSA Managers will work with the personnel of their respective Group, including the Workstream Representatives, to periodically address issues and matters raised by such personnel relating to the provision of the Services. Notwithstanding the requirements of Section  9.6 of the Separation Agreement (incorporated by reference in Section  8.1 ), communications between the Parties regarding routine matters under this Agreement shall be made through the Parties’ TSA Managers. Each Party shall notify the other of the appointment of a different TSA Manager in accordance with Section  9.6 of the Separation Agreement.

(b) Workstream Representatives. Each Party will designate a representative for each workstream within which Services are provided to such Party (e.g., finance, go to market, human resources, information technology, marketing, supply chain, support and services, tax) (each, a “ Workstream Representative ”). The Workstream Representatives will work with their respective TSA Owners to address issues relating to the Services, and will keep the TSA Managers informed of such issues.

(c) TSA Owners. Each Service Schedule sets forth a Houston and Everett representative (each, a “ TSA Owner ”) who will be responsible for the coordination of the Services provided under the applicable Service Schedule. The TSA Owners will keep their respective Workstream Representatives reasonably informed of any issues that arise with respect to the Services provided under their applicable Service Schedule. Each Party shall notify the other of the appointment of a different TSA Owner in accordance with Section  9.6 of the Separation Agreement.

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Section 2.6 Personnel .

(a) The Provider of any Service will make available to the Recipient of such Service such personnel as Provider determines may be necessary to provide such Service. Except as otherwise set forth in a Service Schedule, the Provider will have the right, in its sole discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided , further , that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service. The Recipient will have the right, in its sole discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided , however , that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel.

(c) All employees and representatives of any Provider who provide Services under this Agreement shall be deemed for purposes of all compensation and employee benefits matters to be employees or representatives of such Provider and not employees or representatives of the Recipient or any of its Affiliates. In performing the Services, such employees and representatives shall be under the direction, control and supervision of the Provider (and not the Recipient) and Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

(d) A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided , however , that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider, and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth herein and the content of the Services provided to the Recipient.

(e) Nothing in this Agreement shall grant the Provider, or its employees, agents and third-party providers that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees, agents and third-party providers shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services or Service Adjustments) or otherwise expressly set forth in the Separation Agreement, another Transaction Document or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

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Section 2.7 Non-Exclusivity . Nothing in this Agreement shall preclude any Recipient from obtaining, in whole or in part, services of any nature that may be obtainable from the Provider, from its own employees or from providers other than the Provider.

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.1 Computer-Based and Other Resources . Each Party and its Subsidiaries shall cause all of their personnel having access to the computer software, networks, hardware, technology or computer-based resources of the other Party and its Subsidiaries in connection with the performance, receipt or delivery of a Service, to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of such other Party and its Affiliates of which written notice is provided by such other Party. Each Party shall ensure that the access contemplated by this Section 3.1 shall be used by its personnel only for the purposes contemplated by, and subject to the terms of, this Agreement. Except as expressly provided in the Separation Agreement, any other Transaction Document or any other applicable agreement or as required in connection with the performance, receipt or delivery of a Service, each of the Parties and its Affiliates shall cease using (and shall cause their employees to cease using) the services made available by the other Party and its Affiliates prior to the Distribution Date.

Section 3.2 Access Rights .

(a) Everett shall, and shall cause its Subsidiaries to, allow Houston and its Subsidiaries and their respective Representatives reasonable access to the facilities of Everett and its Subsidiaries necessary for Houston to fulfill its obligations under this Agreement.

(b) Houston shall, and shall cause its Subsidiaries to, allow Everett and its Subsidiaries and their respective Representatives reasonable access to the facilities of Houston and its Subsidiaries necessary for Everett to fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford, following not less than five (5) business days’ prior written notice from the other Party and during normal business hours, (i) the other Party, its Subsidiaries and Representatives escorted access to the facilities and personnel of the relevant Providers and (ii) a third party designated by the other Party and approved by the relevant Provider (such approval not to be unreasonably withheld), reasonable access to the information, systems and infrastructure of the Provider, in each case as reasonably necessary for the other Party to verify the Provider’s compliance with its obligations hereunder and the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided , however , (A) such access shall not unreasonably interfere with any of the business or operations of such Provider, (B) if a Party determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence, (C) if a Party determines that providing such access requires a third-party consent,

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such access shall be subject to the receipt of such third-party consent, and (D) any third party that is provided access pursuant to this Section will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the audited Provider to the Party that engaged such third party, except to the extent required to report on the extent to which the audited Provider is not in compliance with its obligations or its controls are not adequate.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

Section 3.3 Cooperation . It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including, as applicable, the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided , however , that this Section  3.3 shall not require either Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in a Service Schedule or elsewhere in this Agreement or otherwise agreed to in writing by the Parties.

Section 3.4 Data Protection . Concurrently with the execution and delivery hereof, the Parties will execute and deliver the Data Processing Agreement attached as Schedule D (the “ Data Processing Agreement ”).

Section 3.5 Software License Terms .

(a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “ TSA-Licensed Software ”) provided hereunder will be subject to the terms set forth in this Section  3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient.

(b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program.

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(c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only.

(d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use.

(e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“ Designated System ”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient.

(f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor.

(g) The Recipient may permit a consultant or subcontractor to use TSA- Licensed Software at the licensed location for the sole purpose of providing services to the Recipient.

(h) Upon expiration or termination of the Service Schedule under which TSA- Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes.

(i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA- Licensed Software to any other person except as permitted in this Section  3.5 .

(j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to

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audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’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 Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

Section 3.6 Joint Developments .

(a) Certain Service Schedules contemplate that the Parties or their respective Affiliates will engage in specified joint development activities with respect to software, technology or other subject matter (“ Joint Developments ”). Unless otherwise provided in an applicable Service Schedule, Joint Developments shall be governed by this Section  3.6 . Any trade secrets or other confidential information embodied in or comprising any Joint Development shall be deemed to be Houston Confidential Information and Everett Confidential Information.

(b) Joint Developments, and all Intellectual Property therein and thereto, shall be jointly owned by the Parties or their applicable Affiliates. Each Party and its Affiliates will have the right to (i) use and exploit the Joint Developments, (ii) license the Joint Developments to third parties on a non-exclusive basis, and (iii) transfer its joint ownership interest in any or all Joint Developments to any third party, in each case (x) without restriction, (y) without the consent of the other Party, and (z) without the obligation to account to the other Party for profits derived therefrom.

(c) Should either Party or an Affiliate thereof desire at any time to register a copyright covering any Joint Development or seek patent protection for any invention included in the Joint Developments in any jurisdiction, such Party (the “ Registering Party ”) shall notify the other Party (the “ Non-Registering Party ”) in writing of its intent and the reasons therefor. The Non-Registering Party promptly shall communicate in writing any objections it may have with respect thereto. In the absence of any written objections within thirty (30) days after the date of such notice, the Registering Party shall be free to proceed with the desired registration in the name of both Parties. In the event of any such objections by the Non-Registering Party, the Parties shall discuss and negotiate reasonably and in good faith to resolve the objections based on each Party’s business objectives with respect to the relevant item of Joint Developments. The Registering Party will consult with the Non-Registering Party with respect to any material developments in prosecuting any patent application or other application filed by the Registering Party pursuant to this Section 3.6(c) with respect to Intellectual Property covering a Joint Development and consider in good faith any comments or feedback received from the Non- Registering Party. The Parties shall share equally any actual and reasonable out-of-pocket expenses (excluding the value of the time of either Party’s employees) incurred in connection with any such registration. The Registering Party promptly shall provide the Non-Registering Party with copies of each application and issued registration or issued patent under this Section 3.6(c) .

(d) If either Party or any Affiliate thereof become aware of any actual infringement or misappropriation of Joint Developments by a third party, such Party shall communicate within a reasonable time the details to the other Party and the Parties will meet and

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confer regarding any enforcement action with respect to such Joint Developments. If the Parties decide jointly to bring an action for infringement or misappropriation of such Joint Developments, the Parties shall equally share all actual and reasonable expenses associated therewith (except for the value of the time of each Party’s employees in connection with the action; each Party shall alone bear its employee expenses) and any resulting damages or compensation, including any amounts paid in settlement. If the Parties decide not to jointly bring such an action, either Party or any of its Affiliates may, at its own expense (including, as the Parties shall agree on a case by case basis, compensation, if any, of the other party for the value of time of the other party’s employees as reasonably required in connection with the action), enforce any Intellectual Property covering the relevant Joint Development against any third party infringer without the consent of the other Party, subject to the following: (i) neither Party shall have any obligation to be joined as a party plaintiff in such action without its prior written consent, which may be granted or withheld in its sole discretion, regardless of whether such joinder is required in order to confer jurisdiction in the jurisdiction in which the action is to be brought, (ii) if either Party brings any such action on its own, including cases in which the other party consents to be named as party plaintiff, the Party bringing the action agrees to defend, indemnify and hold harmless the other Party for all losses, costs, liabilities and expenses arising out of or related to the bringing of such action, and (iii) the Party bringing such action shall not take any action, or make any admissions, that may affect the validity of any registration for the jointly-owned Intellectual Property being asserted in such action or the confidentiality of any jointly-owned trade secrets in any Joint Developments without the prior written consent of the other Party. If the enforcing Party or its Affiliate recovers any damages or compensation for any action the enforcing Party or such Affiliate, including any settlement, the enforcing party or the subsidiaries of the enforcing Party shall retain one hundred percent (100%) of such damages. If the Parties cooperate in any such enforcement action, then any recovery of damages or compensation shall be allocated pursuant to mutual agreement.

Section 3.7 Cybersecurity Services Standards and Policies . Each of the Parties agrees that, during the term of this Agreement, it and its Affiliates will adhere to the Houston Information Security Standards and Houston Information Security Policy existing as of the Effective Date and attached as Schedule E hereto, as they may hereafter be amended from time to time by written agreement of the Parties.

Section 3.8 Shared Applications . The Parties acknowledge that they or their respective Affiliates may be required in connection with the provision or receipt of any Service to access or use a software application and related data that is being accessed or used concurrently by the other Party or the other Party’s Affiliates. The Parties agree to reasonably cooperate to ensure that such concurrent use or access of such applications and related data does not result in the disruption of either Party’s or its Affiliates business activities.

Section 3.9 Cooperation Regarding Routine Requests for Information and Certain Services .

(a) The Parties acknowledge and agree that the Parties and their Affiliates will require in the conduct of their respective businesses documents or information in the possession of the other Party or the other Party’s Affiliates from time to time during the term of this Agreement. During the Term and for two years thereafter, Provider shall keep books and records

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relating to the provision of the Services in a manner consistent with how such books and records were kept by Provider (or its predecessor) with respect to the Houston Business or the Everett Business (as applicable for the Provider) as of the Effective Date, subject to Provider’s records retention policies (as such policies may be amended or otherwise modified from time to time). Without limiting any Party’s obligations under any other provision of this Agreement with respect to cooperation and the provision of information or access to books and records, each Party agrees that it and its Affiliates will reasonably cooperate with the other Party and the other Party’s Affiliates with respect to routine requests for documents or information that the other Party and the other Party’s Affiliates reasonably may make from time to time, including promptly responding to any telephonic requests for information that the other Party or the other Party’s Affiliates may make from time to time. For the avoidance of doubt, nothing in this Section 3.9(a) requires a Party to provide any consulting or other services to the requesting Party or the requesting Party’s Affiliates or to incur any expenses (other than the expense associated with its personnel responding to requests for information).

(b) If and to the extent either Party requests additional routine services or support from the other Party that requires the other Party to make available its personnel to the other Party or its Affiliates, including the provision of Information, and the other Party is not obligated to provide such additional services or support under the obligations it may have under this Agreement (including any Service Schedule) or the Separation Agreement, if the amount of time expended by any individual providing such services and support represents or is expected to represent more than twenty percent (20%) of such individual’s work time during a calendar month, then the Parties will enter into a Service Schedule to be incorporated in Schedule A or Schedule B , as applicable, that will describe in reasonable detail the nature, scope, service period(s), payment and other terms applicable thereto. None of the services and support, including the provision of Information, provided under this Section 3.9(b) shall include the licensing or assignment of any Intellectual Property except to the extent expressly provided in a Service Schedule entered into pursuant to this Section 3.9(b) .

ARTICLE IV

SERVICE FEES; TAXES

Section 4.1 Costs and Disbursements .

(a) Except as otherwise provided in the applicable Service Schedule, the Recipient of a Service shall pay to the Provider of such Service a fee (each fee constituting a “ Service Charge ”) for the Service equal to the Provider’s actual cost in providing such Service, plus the applicable markup provided for in Schedule F (the “ Markup ”). The Provider’s actual cost to provide the Services will be determined in accordance with the methodology (e.g., time and materials) set forth in the applicable Service Schedule. In no event will the Provider’s actual cost include any indirect overhead costs, including overhead costs for global functions, IT or real estate, except to the extent that recovery of such costs is expressly permitted under the applicable Service Schedule.

(b) The actual costs incurred by the Provider will be determined on a monthly basis or on such other frequency as may be provided in the applicable Service Schedule or mutually agreed by the Parties and the Provider shall provide with the applicable invoice all substantiation of actual costs that the Recipient may reasonably request.

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(c) During the term of this Agreement, the amount of a Service Charge for any Service may increase or decrease to the extent of: (i) any increases or decreases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services or Service Adjustments, (iii) any increase in the applicable Service Charge during a Service Extension, in accordance with Schedule F , and (iv) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services. Together with any invoice for Service Charges, the Provider shall provide the Recipient with appropriate documentation to support such increase or decrease to the Service Charges.

(d) Except as set forth in Section 4.1(a) and Section 4.1(g) , the Provider shall be responsible for all out-of-pocket costs and expenses incurred by the Provider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) to the extent that such costs and expenses are not reflected in the Service Charge for such Services.

(e) Unless otherwise agreed in writing by the Parties prior to the provision of the applicable Services, the amounts payable under this Agreement (i) for Services provided in the United States will be invoiced by the Party that is the Provider of the Services and paid by the Party that is the Recipient of the Services and (ii) for Services provided outside the United States will be invoiced by the Affiliate of the Party that is the Provider of the Services and paid by the Affiliate of the Party that is the Recipient of the Services. Except as otherwise set forth in this Section, the Provider will provide an invoice to the Recipient no later than the 25 ^th day of each month for the Service Charges and Transaction Taxes payable for, and reimbursable expenses incurred during, the prior month. If the total Service Charges, Transaction Taxes and reimbursable expenses that would be invoiced under a Service Schedule in a month total less than $5,000, then such amounts will be aggregated and invoiced on a quarterly basis, and the Provider will provide an invoice to the Recipient no later than the 25 ^th day of each quarter for such amounts incurred during the prior quarter; provided, however, if the total aggregate Service Charges under such Service Schedule for the applicable quarter are less than $5,000, then no amounts will be due under such Service Schedule for such quarter. The Recipient shall pay the amounts stated as due in each invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within thirty (30) days of the receipt of each such invoice, including appropriate documentation as described herein, as instructed by the Provider. The Recipient shall notify the Provider promptly, and in no event later than thirty (30) days following receipt of the Provider’s invoice, of any disputed amounts. If the Recipient does not notify the Provider of any disputed amounts within such thirty (30)-day period, then Recipient will be deemed to have accepted the Provider’s invoice. Any invoiced amounts not paid within such thirty (30)-day period shall be subject to interest from the due date until the date of payment, compounded monthly, at the Interest Rate. All amounts due and payable hereunder shall be invoiced and paid in (A) U.S. dollars or (B) if the Parties so agree, a foreign currency agreed by the Parties. With respect to any Provider that is domiciled outside of the United States that provides Services to a Recipient that is domiciled outside the United States, if required by any applicable Law or otherwise reasonably requested by a Party or an Affiliate thereof, any such Provider and such Recipient will enter into a local country agreement providing for the performance of such Services. Section  4.2 shall apply to these invoices accordingly.

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(f) Subject to the confidentiality provisions applicable pursuant to Section  5.4 , each Party shall, and shall cause its Subsidiaries to, provide, upon thirty (30) days’ prior written notice from the other Party, any information within such Party’s or its Subsidiaries’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided , however , that each Party shall make no more than one (1) such request during any fiscal quarter.

(g) Any costs and expenses incurred by either Party in connection with obtaining any third-party consent contemplated by Section 5.1(b) that is required to allow the Provider to perform or cause to be performed any Service shall be borne by the Recipient.

(h) If at any time after the Effective Date, any change in applicable law or other material unanticipated change in the operating environment of the Houston Business or the Everett Business materially increases (directly or indirectly) Provider’s cost of providing the Services, Provider shall notify Recipient of such increased cost and the Parties shall promptly negotiate in good faith to adjust the Service Charges for each Service to accurately and fairly account for such increased cost to Provider.

Section 4.2 Tax Matters .

(a) Without limiting any provisions of this Agreement, the Service Charges (and prices charged therefor) are exclusive of, and the Recipient shall be responsible for, (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar transaction Taxes, (ii) any value added, goods and services or similar recoverable transaction Taxes (“ VAT ”) and (iii) any related interest and penalties (collectively, “ Transaction Taxes ”) that Provider is not at fault for causing, in each case imposed or assessed as a result of the provision of Services by the Provider. To the extent that cross-border Services to be performed hereunder fall within Article 44 of the EU VAT Directive or the relevant equivalent national provision and the Provider is not required to charge VAT, the Recipient agrees that it will itself account for VAT in its own jurisdiction on the performance of such cross-border Services made to it hereunder and will provide to the Provider a valid VAT registration number, certificate (or equivalent documentation) in the jurisdiction with respect to the country or region of receipt of such cross-border Services. The Provider will issue legally compliant invoices to the Recipient usable by the Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. In the event the Tax authorities question the Transaction Tax treatment of the Services provided, the Provider and the Recipient will work together to issue corrected invoices where applicable. The Recipient and the Provider agree to utilize commercially reasonable efforts to collaborate regarding any requests for information, audit, controls or similar requests of the Tax authorities concerning Transaction Taxes and which involve the Services provided under this Agreement. The Provider and the Recipient agree to take commercially reasonable actions to cooperate in obtaining any refund, return or rebate, or applying zero-rating for Services giving rise to any Transaction Taxes, including filing any necessary exemption or other similar forms or providing valid VAT identification numbers or other relevant registration numbers, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any costs incurred by the Provider or its Affiliates in

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connection with the Recipient obtaining a refund or overpayment of refund, return, rebate or the like of any Transaction Tax. For the avoidance of doubt, any applicable gross receipts-based or net income-based Taxes imposed on payments received by Provider shall be borne by the Provider unless the Provider is required by Law to collect or obtain, or allowed to separately invoice for and collect or obtain, reimbursement of such Taxes from the Recipient.

(b) If the Parties agree that the Service Charges will be invoiced and paid centrally by the Parties, then no non-recoverable taxes will be invoiced by the Provider as a result of such invoicing and payment arrangement.

(c) The Recipient shall be entitled to deduct and withhold Taxes required by applicable Law to be withheld on payments made to the Provider pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay such deducted and withheld amount to the proper Governmental Authority and (ii) promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall not “gross up” any amounts invoiced to the Recipient to account for any Taxes required to be withheld by applicable Law. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (A) required by any applicable Law or (B) which the Provider is entitled by any applicable Law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence.

Section 4.3 No Right to Set-Off . The Recipient shall timely pay the full amount of Service Charges and shall not set off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE V

STANDARD FOR SERVICE

Section 5.1 Standard for Service .

(a) Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of such Provider prior to the Distribution Date or, if not so previously provided, then substantially similar to those which are applicable to similar services provided to the Provider’s Affiliates or other business units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services prior to the Distribution Date or, with respect to services for which same or similar services were not provided prior to the

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Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii).

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third- party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in Section 5.1(a) , subject to Section 4.1(g) . If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Law, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in Section 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.1(b) .

Section 5.2 Disclaimer of Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

Section 5.3 Compliance with Laws and Regulations . Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

Section 5.4 Treatment of Confidential Information . Houston Confidential Information or Everett Confidential Information that is disclosed by the respective Party or any its Subsidiaries in connection with the provision or receipt of Services shall be subject to the confidentiality and use restrictions set forth in Section  7.2 of the Separation Agreement.

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ARTICLE VI

LIABILITY LIMITATIONS AND INDEMNIFICATION

Section 6.1 Consequential and Other Damages . Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, except for breaches of confidentiality obligations or in the case of gross negligence or willful misconduct, no Party shall be liable to the other Party or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by such Party (including any Affiliates and Representatives and any unaffiliated third-party providers, in each case, providing any applicable Services) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to business interruptions or claims of customers, even if such Party has been advised of the possibility of such damages.

Section 6.2 Limitation of Liability . Except for (a) payment of Service Charges, (b) breaches of confidentiality obligations, (c) claims arising from gross negligence or willful misconduct, and (d) liability for indemnification with respect to third-party claims pursuant to Section  6.4 or 6.5 , the liability of a Party and its Affiliates and Representatives, collectively, for any act or failure to act in connection with a Service Schedule (including the performance or breach of such Service Schedule), or from the sale, delivery, provision or use of any Services provided under or contemplated by a Service Schedule, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the aggregate Service Charges actually paid to such Party and its Affiliates under such Service Schedule up to the date of the event giving rise to such liability.

Section 6.3 Obligation to Re-perform; Liabilities . In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall promptly correct in all material respects such error, defect or breach or re- perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider. The remedy set forth in this Section  6.3 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re- performance in accordance with this Section  6.3 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient.

Section 6.4 Houston Indemnity .

(a) From and after the Distribution Date, Houston in its capacity as a Recipient and on behalf of each of the other members of the Houston Group in their capacity as Recipients, shall indemnify, defend and hold harmless Everett and the other Everett Indemnified Parties from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “ Losses ”) suffered or

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incurred by the Everett Indemnified Parties in connection with a third-party claim against such Everett Indemnified Parties, which Losses result from any Services provided by any member of the Everett Group hereunder, except to the extent such Losses arise out of a Everett Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence or willful misconduct in providing the Services.

(b) From and after the Distribution Date, Houston, in its capacity as a Provider and on behalf of each of the other members of the Houston Group in their capacity as Providers, shall indemnify, defend and hold harmless Everett and the other Everett Indemnified Parties from and against any and all Losses suffered or incurred by the Everett Indemnified Parties in connection with a third-party claim against such Everett Indemnified Parties, which Losses result from the gross negligence or willful misconduct of Houston or any other member of the Houston Group in its performance of its obligations hereunder; provided , however , that Houston shall not be deemed to have been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Everett Indemnified Parties to Houston or any other member of the Houston Group or any actions taken or omitted to be taken by the Houston or any other member of the Houston Group upon the written direction or instruction of the Everett Indemnified Parties.

Section 6.5 Everett Indemnity .

(a) From and after the Distribution Date, Everett in its capacity as a Recipient and on behalf of each of the other members of the Everett Group in their capacity as Recipients, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from any Services provided by any member of the Houston Group hereunder, except to the extent such Losses arise out of an Houston Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence or willful misconduct in providing the Services.

(b) From and after the Distribution Date, Everett, in its capacity as a Provider and on behalf of each of the other members of the Everett Group in their capacity as Providers, shall indemnify, defend and hold harmless Houston and the other Houston Indemnified Parties from and against any and all Losses suffered or incurred by the Houston Indemnified Parties in connection with a third-party claim against such Houston Indemnified Parties, which Losses result from the gross negligence or willful misconduct of Everett or any other member of the Everett Group in its performance of its obligations hereunder; provided , however , that Everett shall not be deemed to have been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Houston Indemnified Parties to Everett or any other member of the Everett Group or any actions taken or omitted to be taken by Everett or any other member of the Everett Group upon the written direction or instruction of the Houston Indemnified Parties.

Section 6.6 Indemnification Procedures . The provisions of Section  6.6 of the Separation Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section  6.6 , in the event of any conflict between the provisions of Section  6.6 of the Separation Agreement and this Article VI , the provisions of this Agreement shall control.

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Section 6.7 Liability for Payment Obligations . Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, Houston’s or Everett’s express obligation in this Agreement to pay Service Charges for Services rendered in accordance with this Agreement.

Section 6.8 Exclusion of Other Remedies . The provisions of Sections 6.3 , 6.4 and 6.5 shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Houston Group and the Everett Group, as applicable, for any Liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 6.9 Other Indemnification Obligations Unaffected . For avoidance of doubt, this Article VI applies solely to the specific matters and activities covered by this Agreement (and not to matters specifically covered by the Separation Agreement or the other Transaction Documents).

ARTICLE VII

TERM AND TERMINATION

Section 7.1 Term and Termination .

(a) This Agreement shall be effective on the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement and (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

(b) Except as otherwise specified in the applicable Service Schedule, the duration of the Services provided in each Service Schedule will be nine (9) months. If the Recipient reasonably determines that it will require a Service to continue beyond the duration identified in the applicable Service Schedule or the end of a subsequent extension period, the Recipient may request the Provider to extend such Service for three (3) months (a “ Service Extension ”) by written notice to the Provider no less than sixty (60) days prior to end of the then- current Service duration. The Provider shall comply with each Service Extension request; provided , however , that (i) the Recipient may request no more than two (2) Service Extensions for any applicable Service, (ii) the Provider will not be in breach of its obligations under this Section 7.1(b) if it refuses to comply with the Recipient’s request for a second Service Extension by providing written notice of its refusal to the Recipient within five (5) Business Days of its receipt of such request, (ii) the Provider will not be in breach of its obligations under this Section 7.1(b) if it is unable to comply with a Service Extension request through the use of commercially reasonable efforts such as where a third-party consent that is required in order for the Provider to continue to provide the applicable Services during the requested Service Extension cannot be obtained by the Provider through the use of commercially reasonable efforts, and (iii) each Service Extension is permissible under applicable Law. The Service Charge payable during any Service Extension shall increase as specified in Schedule F and the applicable Service Schedule. The Parties shall amend the terms of the applicable Service Schedule to reflect the new Service

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duration within five (5) days following the Recipient’s request for a Service Extension, subject to the conditions set forth in this Section 7.1(b) . Each such amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

(c) (i) A Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(A) for any reason or no reason, effective as of the end of a calendar month, upon providing (i) with respect to Service Schedules being terminated prior to six (6) months after the effective date thereof, at least ninety (90) days’ prior written notice to the Provider, (ii) with respect to Service Schedules being terminated following six (6) months after the effective date thereof, thirty (30) days’ prior written notice to the Provider, or (iii) notice in accordance with such other notice period as may be specified in the applicable Service Schedule, provided that this provision will not prevent the expiration of any Service Schedules with a duration that is less than ninety (90) days; or

(B) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient.

(ii) A Provider may terminate this Agreement with respect to one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, including making payment of Service Charges when due, and such failure shall continue uncured for a period of thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider.

(iii) A Provider may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof, for any reason or no reason, effective as of the end of a calendar month, upon providing sixty (60) days’ prior written notice to the Recipient, but such notice may be given and such termination right may be exercised only during a second Service Extension.

(iv) In the event of a termination under Section 7.1(c)(i) or (ii) , the Recipient shall pay to the Provider any breakage or termination fees and costs specified in the applicable Service Schedules (“ Termination Charges ”). The Provider will provide to the Recipient an invoice for the Termination Charges within thirty (30) days following the date of any termination of this Agreement under Section 7.1(c)(i) or (ii) .

(v) The relevant Schedule shall be updated to remove any Service terminated under Section 7.1(c)(i) or (ii) .

(vi) In the event that any Service is terminated other than at the end of a month, and the Service Charge associated with such Service is a fixed fee, such Service Charge shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies

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among the Services being provided under this Agreement that may not be identified on the applicable Service Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 7.1(c)(i)(A) , then the Parties shall negotiate in good faith to amend the Service Schedule relating to such affected continuing Service.

Section 7.2 Effect of Termination . Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the applicable Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided , however , that the Recipient shall remain obligated to the relevant Provider for (a) the Service Charges owed and payable in respect of Services provided prior to the effective date of termination and (b) any applicable Termination Charges payable in accordance with Section 7.1(c)(iv) . In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I , Article VI (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior to the date of termination), this Section  7.2 , Article VIII , Article IX , all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Termination Charges shall continue to survive indefinitely.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Incorporation by Reference . Except for Section  9.10 (Assignment; No Third-Party Beneficiaries) of the Separation Agreement, this Agreement is subject to all of the terms, conditions and limitations set forth in Article VIII (Dispute Resolution) and Article IX (Miscellaneous) of the Separation Agreement, which by this reference are hereby incorporated into and made a part of this Agreement, mutatis mutandis, as if they were set forth in their entirety herein.

Section 8.3 Assignment; No Third-Party Beneficiaries . This Agreement shall not be assigned by any Party without the prior written consent of the other Party, except that a Party may assign any or all of its rights and obligations under this Agreement to any member of its Group; provided, however, that no such assignment shall release such Party from any liability or obligation under this Agreement. The provisions of this Agreement and the obligations and rights under this Agreement shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns. Except as provided in Article VI with respect to Indemnified Parties, this Agreement is for the sole benefit of the parties to this Agreement and members of their respective Groups and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.5 No Agency . Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party an agent of an unaffiliated Party in the conduct of such other Party’s business. The Provider of any Service under this Agreement shall act as an independent

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contractor and not as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

Section 8.6 Further Assurances . Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.7 Audit Assistance . Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by Governmental Authorities (including taxing authorities), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other Party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 8.8 Title to Intellectual Property . Except as expressly provided for under the terms of this Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property which is owned or licensed by the Provider, by reason of the provision of the Services provided hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Intellectual Property owned or licensed by the Provider. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any Intellectual Property owned or licensed by the Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any third party, of which the Recipient becomes aware.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers, all as of the Effective Date.

Exhibit 2.5

EXECUTION VERSION

REAL ESTATE MATTERS AGREEMENT

This Real Estate Matters Agreement (this “ Agreement ”) is entered into on March 31, 2017, by and between HEWLETT PACKARD ENTERPRISE COMPANY, a Delaware corporation (“ Houston ”) and EVERETT SPINCO, INC., a Delaware corporation(“ Everett ”).

R E C I T A L S:

WHEREAS, effective as of the Go Live Date and in accordance with the Separation and Distribution Agreement dated as of May 24, 2016 by and between the parties (the “ Separation Agreement ”), Houston has transferred or will transfer to Everett, certain assets owned by Houston but necessary to the Everett Business;

WHEREAS, effective as of the Go Live Date and in accordance with the Separation Agreement, Everett has transferred or will transfer to Houston, certain assets owned by Everett but necessary to the Houston Business; and

WHEREAS, the parties desire to set forth certain agreements regarding real estate matters.

NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following terms, as used herein, shall have the meanings stated below. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement.

(a) “ Actual Completion Date ” means, with respect to each Houston Property and each Everett Property, the date upon which completion of the transfer, assignment, lease or sublease of that property actually takes place.

(b) “ Additional Properties ” means any leased or owned properties acquired by Houston or Everett after the date of the Separation Agreement and before the Go Live Date.

(c) “ Allocation Principle ” means the principle that: (1) (A) any properties that are over 50% occupied by one party will be allocated in full to such party, except (B) sites where significant investments in infrastructure by one party (e.g. labs, data centers) may prompt an alternative strategy; and (2) the party with less than 50% occupancy is generally proposed to move to another location to enable consolidation of other operations by the majority occupier.

(d) “ Colocation Sites Spreadsheet ” means the spreadsheet prepared by Houston entitled “Colocation Sites” and attached as Schedule 2, as updated from time to time prior to the Go Live Date by mutual written agreement of the parties.

(e) “ Employee Matters Agreement ” means that certain Employee Matters Agreement, dated March 31, 2017, by and among Houston, Everett, and Computer Sciences Corporation, a Nevada corporation.

(f) “ Everett Lease ” means, in relation to each Everett Property, the lease(s) or sublease(s) or license(s) under which Everett or its applicable Subsidiary holds such Everett Property and any other supplemental document completed prior to the Actual Completion Date.

(g) “ Everett Leased Properties ” means those Properties identified as “Leased” by Everett and its Subsidiaries and listed in the Owned and Leased Properties Spreadsheet, which Properties are currently under lease by Everett (or its Subsidiaries) and will be transferred by lease assignment to Houston (or its Subsidiaries) as of the Go Live Date.

(h) “ Everett Leaseback Properties ” means each of (a) those Everett Owned Properties identified as “Owned” by Everett identified in the “Leaseback Properties” column of the Owned and Leased Properties Spreadsheet, with respect to part of which Houston is to grant a lease to Everett and (b) those Everett Leased Properties identified as “Leased” by Everett and identified in the “Leaseback Properties” column of the Owned and Leased Properties Spreadsheet, with respect to part of which Houston is to sublease to Everett. Everett Leaseback Properties will be transferred through deed transfer or lease assignment (as applicable) by Everett (or its Subsidiaries) to Houston (or its Subsidiaries) and a portion of which will then be leased or subleased (as applicable) back to Everett (or its Subsidiaries) as of the Go Live Date.

(i) “ Everett New Lease Properties ” means those Properties identified as “Owned” by Everett and its Subsidiaries and listed in the “Sublease and New Lease Properties” area of the Colocation Sites Spreadsheet, which Properties are currently owned by Everett (or its Subsidiaries) and a portion of which will be leased to Houston (or its Subsidiaries) as of the Go Live Date.

(j) “ Everett Owned Properties ” means those Properties identified as “Owned” by Everett and its Subsidiaries and listed in the Owned and Leased Properties Spreadsheet, which Properties are currently owned by Everett (or its Subsidiaries) and will transfer by deed to Houston (or its Subsidiaries) as of the Go Live Date.

(k) “ Everett Property ” means the Everett Owned Properties, the Everett Leased Properties, the Everett Sublease Properties, the Everett New Lease Properties and the Everett Leaseback Properties.

(l) “ Everett Sublease Property ” means those Properties identified as “Leased” by Everett and its Subsidiaries and listed in the “Sublease and New Lease Properties” area of the Colocation Sites Spreadsheet, which Properties are currently leased by Everett (or its Subsidiaries) and a portion of which will be subleased to Houston (or its Subsidiaries) as of the Go Live Date.

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(m) “ Go Live Date ” means December 31, 2016.

(n) “ Houston Lease ” means, in relation to each Houston Property, the lease(s) or sublease(s) or license(s) under which Houston or its applicable Subsidiary holds such Houston Property and any other supplemental document completed prior to the Actual Completion Date.

(o) “ Houston Leaseback Properties ” means each of (a) those Houston Owned Properties identified as “Owned” by Houston and identified in the “Leaseback Properties” column of the Owned and Leased Properties Spreadsheet, with respect to part of which Everett is to grant a lease to Houston and (b) those Houston Leased Properties identified as “Leased” by Houston and identified in the “Leaseback Properties” column of the Owned and Leased Properties Spreadsheet, with respect to part of which Everett is to sublease to Houston. Houston Leaseback Properties will be transferred through deed transfer or lease assignment (as applicable) by Houston (or its Subsidiaries) to Everett (or its Subsidiaries) and a portion of which will then be leased or subleased (as applicable) back to Houston (or its Subsidiaries) as of the Go Live Date.

(p) “ Houston Leased Properties ” means those Properties identified as “Leased” by Houston and its Subsidiaries (other than Everett and Everett’s Subsidiaries) and listed in the Owned and Leased Properties Spreadsheet, which Properties are currently under lease by Houston (or its Subsidiaries) and will be transferred by lease assignment to Everett (or its Subsidiaries) as of the Go Live Date.

(q) “ Houston New Lease Properties ” means those Properties identified as “Owned” by Houston and its Subsidiaries (other than Everett and Everett’s Subsidiaries) and listed in the “Sublease and New Lease Properties” area of the Colocation Sites Spreadsheet, which Properties are currently owned by Houston (or its Subsidiaries) and a portion of which will be leased to Everett (or its Subsidiaries) as of the Go Live Date.

(r) “ Houston Owned Properties ” means those Properties identified as “Owned” by Houston and its Subsidiaries (other than Everett and Everett’s Subsidiaries) and listed in the Owned and Leased Properties Spreadsheet, which Properties are currently owned by Houston (or its Subsidiaries) and will transfer by deed to Everett (or its Subsidiaries) as of the Go Live Date.

(s) “ Houston Property ” means the Houston Owned Properties, the Houston Leased Properties, the Houston Sublease Properties, the Houston New Lease Properties, the Houston Leaseback Properties, the Additional Properties, and the Everett Properties.

(t) “ Houston Sublease Property ” means those Properties identified as “Leased” by Houston and listed in the “Sublease and New Lease Properties” area of the Colocation Sites Spreadsheet, which Properties are currently leased by Houston (or its Subsidiaries) and a portion of which will be subleased to Everett (or its Subsidiaries) as of the Go Live Date.

(u) “ Landlord ” means the landlord or sublandlord under a Houston Lease or Everett Lease, and its successors and assigns, and includes the holder of any other interest which is superior to the interest of the landlord or sublandlord under such Houston Lease or Everett Lease.

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(v) “ Lease Assignment Form ” means the form lease assignment attached hereto as Exhibit 2.

(w) “ Lease Consents ” means all consents, waivers or amendments required from the Landlord or other third parties under the Relevant Leases to assign the Relevant Leases to Everett or Houston, as applicable, or to sublease the Sublease Properties to Everett or Houston, as applicable, or to lease or sublease the Leaseback Properties to Everett or Everett, as applicable.

(x) “ Lease Form ” means the form lease attached hereto as Exhibit 3.

(y) “ Leaseback Properties ” means the Everett Leaseback Properties and the Houston Leaseback Properties.

(z) “ New Lease Properties ” means the Everett New Lease Properties and the Houston New Lease Properties.

(aa) “ Notice Date ” has the meaning ascribed to such term in Section 2.12(c).

(bb) “ Owned and Leased Properties Spreadsheet ” means the spreadsheet prepared by Houston entitled “Owned & Leased Properties to be Transferred” and attached as Schedule 1, as updated from time to time prior to the Go Live Date by mutual written agreement of the parties.

(cc) “ Properties ” means the Houston Properties and the Everett Properties.

(dd) “ Real Estate Services ” means any services relating to the occupation or use of a Houston Property or the carrying out of either the Everett Business or Houston’s other businesses at a Houston Property, including, without limitation, cleaning, garbage disposal, repair, maintenance, receptionist services, utilities, mail delivery, copying and facsimile services.

(ee) “ Relevant Leases ” means those of Houston Leases or Everett Leases with respect to which the Landlord’s consent is required for assignment or sublease to a third party or which prohibit assignments or subleases.

(ff) “ Responsible Party ” has the meaning ascribed to such term in Section 2.9(a).

(gg) “ Retained Parts ” means each of those parts of (i) the Houston Owned Properties and the Houston Leased Properties which, following transfer or assignment to Everett, are intended to be leased or subleased to Houston, (ii) the Everett Owned Properties and the Everett Leased Properties which, following the Go Live Date, are intended to be leased or subleased to Everett and (iii) those parts of the Sublease Properties and the Houston New Lease Properties which will not, and which are not intended to, be leased or subleased to Everett in accordance with this Agreement.

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(hh) “ Sublease Form ” means the form sublease attached hereto as Exhibit 4.

(ii) “ Sublease Properties ” means the Everett Sublease Properties and the Houston Sublease Properties.

ARTICLE II

PROPERTY IN THE UNITED STATES

Section 2.1 Houston Owned Property .

(a) Houston shall convey or cause its applicable Subsidiary to convey each of the Houston Owned Properties (together with all rights and easements appurtenant thereto) to Everett or its applicable Subsidiary, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such conveyance shall be completed on the Go Live Date.

(b) Subject to the completion of the conveyance to Everett or its applicable Subsidiary of the relevant Houston Owned Property, with respect to each Houston Owned Property which is a Houston Leaseback Property, Everett shall grant to Houston or its applicable Subsidiary a lease of that part of the relevant Houston Owned Property identified in the Colocation Sites Spreadsheet and Houston or its applicable Subsidiary shall accept the same. Such lease shall be completed immediately following completion of the transfer of the relevant Houston Owned Property to Everett or its applicable Subsidiary.

Section 2.2 Everett Owned Property .

(a) Everett shall convey or cause its applicable Subsidiary to convey each of the Everett Owned Properties (together with all rights and easements appurtenant thereto) to Houston or its applicable Subsidiary, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such conveyance shall be completed on the Go Live Date.

(b) Subject to the completion of the conveyance to Houston or its applicable Subsidiary of the relevant Everett Owned Property, with respect to each Everett Owned Property which is an Everett Leaseback Property, Houston shall grant to Everett or its applicable Subsidiary a lease of that part of the relevant Everett Owned Property identified in the Colocation Sites Spreadsheet and Everett or its applicable Subsidiary shall accept the same. Such lease shall be completed immediately following completion of the transfer of the relevant Everett Owned Property to Houston or its applicable Subsidiary.

Section 2.3 Houston Leased Property .

(a) Houston shall assign or cause its applicable Subsidiary to assign, and Everett or its applicable Subsidiary shall accept and assume, Houston’s or its Subsidiary’s interest in the Houston Leased Properties, subject to the other provisions of this Agreement and

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(to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such assignment shall be completed on the later of: (i) the Go Live Date; and (ii) the earlier of (A) the tenth (10th) business day after the relevant Lease Consent has been granted and (B) the date agreed upon by the parties in accordance with Section 2.12(a) below.

(b) Subject to the completion of the assignment to Everett or its applicable Subsidiary of the relevant Houston Leased Property, with respect to each Houston Leased Property which is also a Houston Leaseback Property, Everett or its applicable Subsidiary shall grant to Houston or its applicable Subsidiary a sublease of that part of the relevant Houston Leased Property identified in the Colocation Sites Spreadsheet and Houston or its applicable Subsidiary shall accept the same. Such sublease shall be completed immediately following completion of the transfer of the relevant Houston Leased Property to Everett or its applicable Subsidiary.

Section 2.4 Everett Leased Property .

(a) Everett shall assign or cause its applicable Subsidiary to assign, and Houston or its applicable Subsidiary shall accept and assume, Everett’s or its Subsidiary’s interest in the Everett Leased Properties, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such assignment shall be completed on the later of: (i) the Go Live Date; and (ii) the earlier of (A) the tenth (10th) business day after the relevant Lease Consent has been granted and (B) the date agreed upon by the parties in accordance with Section 2.12(a) below.

(b) Subject to the completion of the assignment to Houston or its applicable Subsidiary of the relevant Everett Leased Property, with respect to each Everett Leased Property which is also an Everett Leaseback Property, Houston or its applicable Subsidiary shall grant to Everett or its applicable Subsidiary a sublease of that part of the relevant Everett Leased Property identified in the Colocation Sites Spreadsheet and Everett or its applicable Subsidiary shall accept the same. Such sublease shall be completed immediately following completion of the transfer of the relevant Everett Leased Property to Houston or its applicable Subsidiary.

Section 2.5 Houston Sublease Properties .

(a) Houston shall grant or cause its applicable Subsidiary to grant to Everett or its applicable Subsidiary a sublease of that part of the relevant Houston Sublease Property identified in the Colocation Sites Spreadsheet and Everett or its applicable Subsidiary shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such sublease shall be completed on the later of: (a) the Go Live Date; and (b) the earlier of (i) the tenth (10th) business day after the relevant Lease Consent has been granted and (ii) the date agreed upon by the parties in accordance with Section 2.12(a) below.

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Section 2.6 Everett Sublease Properties .

(a) Everett shall grant or cause its applicable Subsidiary to grant to Houston or its applicable Subsidiary a sublease of that part of the relevant Everett Sublease Property identified in the Colocation Sites Spreadsheet and Houston or its applicable Subsidiary shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such sublease shall be completed on the later of: (a) the Go Live Date; and (b) the earlier of (i) the tenth (10th) business day after the relevant Lease Consent has been granted and (ii) the date agreed upon by the parties in accordance with Section 2.12(a) below.

Section 2.7 Houston New Lease Properties .

(a) Houston shall grant or cause its applicable Subsidiary to grant to Everett or its applicable Subsidiary a lease of those parts of the Houston New Lease Properties identified in the Colocation Sites Spreadsheet and Everett or its applicable Subsidiary shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such lease shall be completed on the Go Live Date.

Section 2.8 Everett New Lease Properties .

(a) Everett shall grant or cause its applicable Subsidiary to grant to Houston or its applicable Subsidiary a lease of those parts of the Everett New Lease Properties identified in the Colocation Sites Spreadsheet and Houston or its applicable Subsidiary shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Transaction Documents. Such lease shall be completed on the Go Live Date.

Section 2.9 Obtaining the Lease Consents .

(a) Except with respect to any Properties which the parties agree should be dealt with by the Service Level Agreements referred to in Section 2.16 below, Houston and Everett confirm that, with respect to each Houston Leased Property, Everett Leased Property, Houston Sublease Property, Houston Leaseback Property which is a Houston Leased Property, Everett Sublease Property and Everett Leaseback Property which is an Everett Leased Property, to the extent required by the Relevant Lease, an application has been made or will be made by the Go Live Date to the relevant Landlord for the Lease Consents required with respect to the transactions contemplated by this Agreement. For purposes of this Section 2.9, (i) for any Property requiring Landlord Consent that the tenant/subtenant/licensee prior to the Go Live Date is Houston or its Subsidiaries (other than Everett and its Subsidiaries), Houston will have primary responsibility for requesting, negotiating and obtaining the Lease Consent and (ii) for any Property requiring Landlord Consent that the tenant/subtenant/licensee prior to the Go Live Date is Everett or its Subsidiaries, Everett will have primary responsibility for requesting, negotiating and obtaining the Lease Consent (each party having primary responsibility of a Relevant Lease being the “ Responsible Party ”).

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(b) Houston and Everett will each use their reasonable commercial efforts to obtain the Lease Consents, but the Responsible Party shall not be required to commence judicial proceedings for a declaration that a Lease Consent has been unreasonably withheld or delayed, nor shall the Responsible Party be required to pay any consideration in excess of that required by the Relevant Lease or that which is typical in the open market to obtain the relevant Lease Consent.

(c) Everett and Houston will promptly satisfy the lawful requirements of the Landlord, and Houston and Everett applicable will take all steps to assist the Responsible Party in obtaining the Lease Consents, including, without limitation:

(i) if properly required by the Landlord, entering into an agreement with the relevant Landlord to observe and perform the tenant’s obligations contained in the Relevant Lease throughout the remainder of the term of the Relevant Lease, subject to any statutory limitations of such liability;

(ii) if properly required by the Landlord, providing a guarantee, surety or other security (including, without limitation, a security deposit) for the obligations of Everett or Houston, as applicable, or its applicable Subsidiary as tenant under the Relevant Lease, and otherwise taking all steps which are necessary and which Everett or Houston, as applicable, is capable of doing to meet the lawful requirements of the Landlord so as to ensure that the Lease Consents are obtained; and

(iii) using all reasonable commercial efforts to assist the Responsible Party with obtaining the Landlord’s consent to the release of any guarantee, surety or other security which Responsible Party or its Subsidiary may have previously provided to the Landlord and, if required, offering the same or equivalent security to the Landlord in order to obtain such release.

Notwithstanding the foregoing, (1) except with respect to guarantees, sureties or other security referenced in Section 2.9(c)(ii) above, Everett or Houston, as applicable, shall not be required to obtain a release of any obligation entered into by the Responsible Party or its Subsidiary with any Landlord or other third party with respect to any Property and (2) Everett or Houston, as applicable, shall not communicate directly with any of the Landlords for which it is not the Responsible Party unless Everett or Houston, as applicable, can show the Responsible Party reasonable grounds for doing so.

(d) If, with respect to any Leased Properties, Houston and Everett are unable to obtain a release by the Landlord of any guarantee, surety or other security which the Responsible Party or its Subsidiary has previously provided to the Landlord, Everett or Houston, as applicable, shall indemnify, defend, protect and hold harmless the Responsible Party and its Subsidiary from and after the Go Live Date against all losses, costs, claims, damages, or liabilities incurred by the Responsible Party or its Subsidiary as a result of such guarantee, surety or other security.

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Section 2.10 Occupation by Everett .

(a) Subject to compliance with Section 2.10(b) below, in the event that the Actual Completion Date for any Houston Owned Property, Houston New Lease Property, Houston Leased Property or Houston Sublease Property does not occur on the Go Live Date, Everett shall, commencing on the Go Live Date, be entitled to occupy and receive the rental income from the relevant Houston Property (except to the extent that the same is a Retained Part) as a licensee upon the terms and conditions contained in the Houston Lease (as to Houston Leased Properties), upon the terms and conditions contained in the Sublease Form (as to Houston Sublease Properties) or upon the terms and conditions contained in the Lease Form (as to Houston Owned Properties and Houston New Lease Properties). Such license shall not be revocable prior to the date for completion as provided in Sections 2.1(a), 2.3(a) or 2.5(a) unless an enforcement action or forfeiture by the relevant Landlord due to Everett’s occupation of the Houston Property constituting a breach of the Houston Lease cannot, in the reasonable opinion of Houston, be avoided other than by requiring Everett to immediately vacate the relevant Houston Property, in which case Houston may by notice to Everett immediately require Everett to vacate the relevant Houston Property. Everett will be responsible for all costs, expenses and liabilities incurred by Houston or its applicable Subsidiary as a consequence of such occupation, except for any losses, claims, costs, demands and liabilities incurred by Houston or its Subsidiary as a result of any enforcement action taken by the Landlord against Houston or its Subsidiary with respect to any breach by Houston or its Subsidiary of the Relevant Lease in permitting Everett to so occupy the Houston Property without obtaining the required Lease Consent, for which Houston or its Subsidiary shall be solely responsible.

(b) In the event that the Actual Completion Date for any Houston Owned Property, Houston New Lease Property, Houston Leased Property or Houston Sublease Property does not occur on the Go Live Date, whether or not Everett occupies a Houston Property as licensee as provided in Section 2.10(a) above, Everett shall, effective as of the Go Live Date, (i) pay Houston all rents, service charges, insurance premiums and other sums payable by Houston or its applicable Subsidiary under any Relevant Lease (as to Houston Leased Properties), under the Lease Form (as to Houston Owned Properties or Houston New Lease Properties) or under the Sublease Form (as to Houston Sublease Properties), (ii) observe the tenant’s covenants, obligations and conditions contained in the Houston Lease (as to Houston Leased Properties) or in the Sublease Form (as to Houston Sublease Properties) and (iii) indemnify, defend, protect and hold harmless Houston and its applicable Subsidiary from and against all losses, costs, claims, damages and liabilities arising on account of any breach thereof by Everett.

(c) Houston shall supply promptly to Everett copies of all invoices, demands, notices and other communications received by Houston or its or its applicable Subsidiaries or agents in connection with any of the matters for which Everett may be liable to make any payment or perform any obligation pursuant to Section 2.10(b), and shall, at Everett’s cost, take any steps and pass on any objections which Everett may have in connection with any such matters. Everett shall promptly supply to Houston any notices, demands, invoices and other communications received by Everett or its agents from any Landlord while Everett occupies any Houston Property without the relevant Lease Consent.

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Section 2.11 Occupation by Houston .

(a) Subject to compliance with Section 2.11(b) below, in the event that the Actual Completion Date for any Everett Owned Property, Everett New Lease Property, Everett Leased Property or Everett Sublease Property does not occur on the Go Live Date, Houston shall, commencing on the Go Live Date, be entitled to occupy and receive the rental income from the relevant Houston Property (except to the extent that the same is a Retained Part) as a licensee upon the terms and conditions contained in the Everett Lease (as to Everett Leased Properties) or upon the terms and conditions contained in the Sublease Form (as to Everett Sublease Properties) or upon the terms and conditions contained in the Lease Form (as to Everett Owned Properties or Everett New Lease Properties). Such license shall not be revocable prior to the date for completion as provided in Sections 2.2(a), 2.4(a) or 2.6(a) unless an enforcement action or forfeiture by the relevant Landlord due to Houston’s occupation of the Houston Property constituting a breach of the Everett Lease cannot, in the reasonable opinion of Everett, be avoided other than by requiring Houston to immediately vacate the relevant Houston Property, in which case Everett may by notice to Houston immediately require Houston to vacate the relevant Houston Property. Houston will be responsible for all costs, expenses and liabilities incurred by Everett or its applicable Subsidiary as a consequence of such occupation, except for any losses, claims, costs, demands and liabilities incurred by Everett or its Subsidiary as a result of any enforcement action taken by the Landlord against Everett or its Subsidiary with respect to any breach by Everett or its Subsidiary of the Relevant Lease in permitting Houston to so occupy the Houston Property without obtaining the required Lease Consent, for which Everett or its Subsidiary shall be solely responsible. Houston shall not be entitled to make any claim or demand against, or obtain reimbursement from, Everett or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Houston as a consequence of being obliged to vacate the Houston Property or in obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Houston.

(b) In the event that the Actual Completion Date for any Everett Owned Property, Everett New Lease Property, Everett Leased Property or Everett Sublease Property does not occur on the Go Live Date, whether or not Houston occupies a Houston Property as licensee as provided in Section 2.11(a) above, Houston shall, effective as of the Go Live Date, (i) pay Everett all rents, service charges, insurance premiums and other sums payable by Everett or its applicable Subsidiary under any Relevant Lease (as to Everett Leased Properties), under the Lease Form (as to Everett Owned Properties or Everett New Lease Properties) or under the Sublease Form (as to Everett Sublease Properties), (ii) observe the tenant’s covenants, obligations and conditions contained in the Everett Lease (as to Everett Leased Properties) or in the Sublease Form (as to Everett Sublease Properties) and (iii) indemnify, defend, protect and hold harmless Everett and its applicable Subsidiary from and against all losses, costs, claims, damages and liabilities arising on account of any breach thereof by Houston.

(c) Everett shall supply promptly to Houston copies of all invoices, demands, notices and other communications received by Everett or its or its applicable Subsidiaries or agents in connection with any of the matters for which Houston may be liable to make any payment or perform any obligation pursuant to Section 2.11(b), and shall, at Houston’s cost, take any steps and pass on any objections which Houston may have in connection with any such matters. Houston shall promptly supply to Everett any notices, demands, invoices and other communications received by Houston or its agents from any Landlord while Houston occupies any Everett Property without the relevant Lease Consent.

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Section 2.12 Obligation to Complete .

(a) If, with respect to any Houston Leased Property, Everett Leased Property, Houston Sublease Property or Everett Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Houston, Computer Sciences Corporation, a Nevada corporation, and Everett shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of each party. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below.

(b) If, with respect to any Houston Leased Property or Everett Leased Property, the parties are unable to agree upon the allocation of a Houston Property as set forth in Section 2.12(a), the Responsible Party may by written notice to the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to the other party for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 and 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Property in question, the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to the other party or its Subsidiary the relevant Property in accordance with Section 2.5.

(c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and the Responsible Party does not make an election pursuant to Section 2.12(b) above, the Responsible Party may elect by written notice to the other party to require the other party to vacate the relevant Property immediately or by such other date as may be specified in the notice served by the Responsible Party (the “ Notice Date ”), in which case the other party shall vacate the relevant Property on the Notice Date.

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Section 2.13 Form of Transfer .

(a) The conveyance to Everett of each relevant Houston Owned Property or to Houston of each relevant Everett Owned Property shall be in substantially the form attached as Exhibit 1, with such amendments as are reasonably required by Houston or Everett, respectively, with respect to a particular Property, including, without limitation, those required by any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject.

(b) The assignment to Everett of each relevant Houston Leased Property or to Houston of each relevant Everett Leased Property shall be in substantially the form of the Lease Assignment Form attached as Exhibit 2, with such amendments as are reasonably required by Houston or Everett, respectively, with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Everett or Houston, respectively, contained in the relevant Lease Consent or any other document which Everett or Houston, respectively, is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Everett or Houston, respectively, and any guarantor or surety of Everett’s or Houston’s, respectively, obligations of direct obligations to Houston or Everett, respectively, or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject.

(c) The subleases to be granted to Everett or Houston with respect to the relevant Houston Sublease Properties or Everett Sublease Property shall be substantially in the form of the Sublease Form and shall include such amendments which in the reasonable opinion of Houston are necessary with respect to a particular Property or the relevant Lease Consent. Such amendments shall be submitted to Everett for approval, which approval shall not be unreasonably withheld or delayed.

(d) The leases and subleases to be granted by Everett to Houston with respect to the Houston Leaseback Properties or by Houston to Everett with respect to the Everett Leaseback Properties shall be substantially in the form of the Lease Form or the Sublease Form, as applicable, with such amendments as are, in the reasonable opinion of Houston, necessary with respect to a particular Property. Such amendments shall be submitted to Everett for approval, which approval shall not be unreasonably withheld or delayed.

(e) The leases to be granted to Everett with respect to the Houston New Lease Properties or to Houston with respect to the Everett New Lease Properties shall be substantially in the form of the Lease Form and shall include such amendments which in the reasonable opinion of Houston are necessary with respect to a particular Property. Such amendments shall be submitted to Everett for approval, which approval shall not be unreasonably withheld or delayed.

(f) Houston and Everett agree that to the extent either party desires to pursue the separation of the master lease to a Houston Sublease Property, Everett Sublease Property, Houston Leaseback Property that is a Houston Leased Property or Everett Leaseback Property that is an Everett Leased Property instead of pursuing a sublease, the other party will cooperate in such separation of master lease; provided that all costs relating thereto will be the sole responsibility of the party requesting the separation of the master lease. To the extent that the

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parties pursue separation of a master lease rather than a sublease but such separation of master lease has not occurred by the Go Live Date, Houston and Everett will equitably share the space and cost of the space, pursuant to the process described in Sections 2.10 and 2.11 for Houston Sublease Properties and Everett Sublease Properties, respectively, that have not yet received Landlord consent.

Section 2.14 Casualty; Lease Termination .

(a) The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, in the event that a Houston Lease with respect to a Houston Leased Property or a Houston Sublease Property or a Everett Lease with respect to a Everett Leased Property or a Everett Sublease Property is terminated prior to the Go Live Date, (a) Houston and Everett, respectively, shall not be required to assign or sublease such Property, (b) Everett and Houston, respectively, shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.

Section 2.15 Fixtures and Fittings .

(a) The provisions of the Separation Agreement and the other Transaction Documents shall apply to any equipment, office equipment, trade fixtures, furniture and any other personal property located at each Property (excluding any equipment, office equipment, trade fixtures, furniture and any other personal property owned by third parties).

Section 2.16 Services .

(a) As necessary, Houston and Everett each agree that, on or about the Go Live Date, they shall each enter into a facility services agreement (a “Service Level Agreement”) with the other whereby, with respect to any of the Sublease Properties, the New Lease Properties and the Leaseback Properties, each party shall agree to supply to, or perform for the benefit of, the other party (and the other party shall accept) such Real Estate Services as each party currently supplies to or performs for the benefit of the other with respect to such Properties, on the same terms and conditions as currently apply, and at the cost and other terms as set forth in the Service Level Agreements.

(b) Notwithstanding anything to the contrary herein, the parties agree and acknowledge that there may be circumstances in which the parties mutually agree that a formal lease or sublease will not be entered into in order to establish shared occupancy of a Property, in which case such occupancy shall be (and the Service Level Agreement referenced in Section 2.16(a) above shall provide that the applicable party may occupy the relevant Property on a temporary basis) on the relevant terms and conditions set forth in the Lease Form or the Sublease Form, as applicable.

Section 2.17 Adjustments .

(a) Houston and Everett each acknowledge and agree that Additional Properties may be acquired by Houston or Everett prior to the Go Live Date. Such Additional

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Properties shall be treated hereunder as Houston Owned Properties, Houston Leased Properties, Houston Sublease Properties, Houston New Lease Properties and/or Houston Leaseback Properties or Everett Owned Properties, Everett Leased Properties, Everett Sublease Properties, Everett New Lease Properties and/or Everett Leaseback Properties by mutual agreement of the parties based on whether the Additional Property was acquired by or for the Everett Business or Houston’s other businesses. In the event that the parties are unable to agree by the Go Live Date as to how any Additional Property is to be treated, the matter shall be determined in accordance with the procedure set forth in Section 2.12(a) above. In the event that the parties are unable to agree within ten (10) business days of the Go Live Date as to the allocation of an Additional Property, the matter in dispute shall be determined in accordance with the following guidelines:

(i) Properties which are occupied as to fifty percent (50%) or more of the total area for the purposes of the Everett Business shall be treated as Houston Owned Properties, Houston Leased Properties, Everett Sublease Properties or Everett New Lease Properties (as appropriate) and the part which is not occupied by the Everett Business or a third party shall be treated as a Houston Leaseback Property, if applicable; and

(ii) Properties which are occupied as to less than fifty percent (50%) for the purposes of the Everett Business shall be treated as Everett Owned Properties, Everett Leased Properties, Houston Sublease Properties or Houston New Lease Properties (as appropriate) and the part which is occupied by the Everett Business or a third party shall be treated as a Everett Leaseback Property, if applicable.

(b) Following agreement or determination with respect to the Additional Properties, the parties shall enter into and complete all such documents as may be required to give effect to such agreement or determination.

(c) Houston and Everett each acknowledge and agree that their respective requirements with regard to each of the Properties may alter between the date of this Agreement and the Go Live Date, in which case the parties may mutually agree in writing to re-characterize the relevant Property as an Houston Owned Property, Houston Leased Property, Houston Sublease Property, Houston New Lease Property and/or Houston Leaseback Property or Everett Owned Property, Everett Leased Property, Everett Sublease Property, Everett New Lease Property and/or Everett Leaseback Property, as appropriate.

Section 2.18 Costs .

(a) The Responsible Party shall pay all reasonable costs and expenses incurred in connection with obtaining the Lease Consents, including, without limitation, Landlord’s consent fees and attorneys’ fees and any costs and expenses relating to re-negotiation of Houston Leases and Everett Leases, as applicable. The owner of the relevant Property shall also pay all reasonable costs and expenses in connection with the transfer of the Property, including title insurance premiums, escrow fees, recording fees, and any transfer taxes arising as a result of the transfers.

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Section 2.19 Signing and Ratification .

(a) Houston and Everett hereby ratify and authorize all signatures to any document entered into in connection with this Agreement by Houston and Everett, or each’s respective Subsidiaries, and the parties agree that to the extent any challenges arise to the authority of any such signature from and after the date hereof, Houston and Everett will cooperate to ratify such signatures and prepare any corporate authorizations or resolutions necessary therefor.

Section 2.20 Allocation of Properties . Houston hereby represents and warrants to Everett that the Owned and Leased Properties Spreadsheet and the Colocation Site Spreadsheet each were prepared in accordance with clauses (1)(A) and (2) of the Allocation Principle in all material respects, subject to changes reasonably necessary as a result of the outcome of the OD&S Process (as defined in the Employee Matters Agreement) in order to remain consistent in all material respects with such allocation principles. Any amendments or revisions to the Owned and Leased Properties Spreadsheet and the Colocation Site Spreadsheet prior to the Distribution Date will be made in accordance with clauses (1)(A) and (2) of the Allocation Principle in all material respects, subject to changes reasonably necessary as a result of the outcome of the OD&S Process (as defined in the Employee Matters Agreement) in order to remain consistent in all material respects with such allocation principles.

ARTICLE III

PROPERTY OUTSIDE THE UNITED STATES

With respect to each of the Properties located outside the United States listed in the Owned and Leased Property Spreadsheet and the Colocation Sites Spreadsheet, as well as any additional properties acquired by Houston, Everett or a Subsidiary prior to the Go Live Date, Houston and Everett will use the appropriate form document attached hereto, translated into the local language, if customary under local practice, and modified to comply with local legal requirements to cause the appropriate transfers, assignments, leases, subleases licenses or leasebacks to occur. Such transfers, assignments, leases, subleases licenses or leasebacks shall, so far as the law in the jurisdiction in which such property is located permits, be on the same terms and conditions as provided in Article II of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of such local agreements, the terms of the local agreements shall prevail.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Entire Agreement . This Agreement, the Separation Agreement, the other Transaction Documents and the Exhibits and Schedules referenced or attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 4.2 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as to all matters regardless of the laws that

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might otherwise govern under principles of conflicts of laws applicable thereto. Notwithstanding the foregoing, the applicable Property transfers shall be performed in accordance with the laws of the jurisdiction in which the applicable Property is located.

Section 4.3 Notices . Any notice, demand, offer, request or other communication required or permitted to be given by either party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) upon delivery of e-mail (with delivery receipt confirmation requested) provided that a hard copy of the notice is sent via overnight delivery, (iv) one (1) business day after being deposited with an overnight courier service or (v) four (4) days after being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the attention of the party’s General Counsel at the address of its principal executive office or such other address as a party may request by notifying the other in writing.

Section 4.4 Parties in Interest . This Agreement, including the Schedules and Exhibits hereto, and the other documents referred to herein, shall be binding upon and inure solely to the benefit of each party hereto and their legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 4.5 Counterparts . This Agreement, including the Schedules and Exhibits hereto, and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 4.6 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors. This Agreement may not be assigned by any party hereto. The Schedules and/or Exhibits attached hereto or referred to herein are an integral part of this Agreement and are hereby incorporated into this Agreement and made a part hereof as if set forth in full herein.

Section 4.7 Severability . If any term or other provision of this Agreement or the Schedules or Exhibits attached hereto is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 4.8 Failure or Indulgence Not Waiver . No failure or delay on the part of any party hereto in the exercise of right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

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Section 4.9 Amendment . No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

Section 4.10 Authority . Each of the parties hereto 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 by it 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 4.11 Interpretation . The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table or contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

Section 4.12 Dispute Resolution . Any dispute, controversy or claim arising out of or relating to this Agreement, to the extent not specified in this Agreement, shall be resolved in accordance with the Separation Agreement.

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IN WITNESS WHEREOF, each of the parties hereto have caused this Real Estate Matters Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

Exhibit 2.6

FOURTH AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENT

This FOURTH AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2017 (this “ Fourth Amendment ”), is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (“ Houston ”), and Everett SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of Houston (“ Everett ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Separation Agreement (as defined below).

WHEREAS, the parties hereto entered into a Separation and Distribution Agreement, dated as of May 24, 2016 (the “ Original Agreement ”);

WHEREAS, the parties hereto amended the Original Agreement pursuant to that certain First Amendment to the Separation and Distribution Agreement, dated as of November 2, 2016 (the “ First Amendment ”), and further amended the Original Agreement pursuant to that certain Second Amendment to the Separation and Distribution Agreement, dated as of December 6, 2016 (the “ Second Amendment ”), and further amended the Original Agreement pursuant to that certain Third Amendment to the Separation and Distribution Agreement, dated as of January 27, 2017 (the “ Third Amendment ”, and the Original Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment the “ Separation Agreement ”); and

WHEREAS, the parties hereto desire to further amend the Separation Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

A. Amendments to the Separation Agreement .

“ Excess Debt ” means up to $491,750,000 of indebtedness incurred by Everett on or about March 29, 2017 that exceeds $3,008,250,000 of Everett Debt.

“(iv) the Liabilities arising out of or resulting from (A) the Total Everett Debt, (B) the Inherited Debt, (C) all Liabilities specified in subclauses (ii), (iii), (v) or (vi) of this Section 2.3(a) that are (I) capitalized lease obligations that expire on or before March 31, 2019 (“Short Term Capitalized Lease Obligations”), and (II) capitalized lease obligations that expire after March 31, 2019 (“Long Term Capitalized Lease Obligations”) in an amount up to $250,000,000 in the aggregate among all Everett Group members as of the Distribution Date, (D) the Specified Everett Liabilities set forth in Schedule 2.3(a)(iv) and (E) the Excess Debt;”

“(iii) the aggregate amount of cash and cash equivalents in accounts held by or in the name of a member of the Everett Group as of the Cut-Off Time; provided , however , that cash and cash equivalents located in a jurisdiction outside the United States that is subject to restrictions or limitations on distributions outside of such jurisdiction by law that (A) is not able to be offset against an in-country receivable of Houston and (B) exceeds the amount that may reasonably be used in the operation of the Everett Business shall be valued at 70% of the amount of such cash; and, provided further , that the cash proceeds of the Excess Debt shall be excluded from the calculations of the aggregate cash and cash equivalents held by or in the name of a member of the Everett Group as of the Cut-Off Time;”

“(i) Without limiting the requirements of Section 2.8, prior to the Distribution Time, Houston may, and may cause the members of the Houston Group and the Everett Group to, take such actions as Houston deems advisable to minimize or reduce the amount of cash and cash equivalents remaining in any accounts held by or in the name of a member of the Everett Group as of the Distribution Time, provided , however , that Houston shall not and shall cause its Affiliates not to take any action that would reduce the amount of cash retained in an account or accounts held by or in the name of Everett SpinCo, Inc., collectively, below the amount of Excess Debt.”

B. Separation Agreement Confirmed . Except as specifically amended or modified by this Fourth Amendment, the Separation Agreement remains unchanged and continues in full force and effect.

C. Miscellaneous . The provisions of Section 9.1 and 9.15 of the Separation Agreement shall apply to this Amendment mutatis mutandis .

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IN WITNESS WHEREOF, the undersigned have caused this Fourth Amendment to be executed on the date first written above by their respective duly authorized officers.