EX-10.2




 Exhibit 10.2 

TAX MATTERS AGREEMENT 

by and between 
 ZIFF
DAVIS,, INC. 
 and 

CONSENSUS CLOUD SOLUTIONS, INC. 

Dated as of 
 October 7,
2021 
  











 TAX MATTERS AGREEMENT 

This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 7, 2021, by and between Ziff Davis, Inc., a Delaware
corporation (“Parent”), and Consensus Cloud Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”). 

R E C I T A L S 
 WHEREAS, the
board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business; 

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business
from the Parent Business in the manner set forth in the Global Transaction Structure (the “Separation”) and, in connection with the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date
of at least eighty and one-tenth percent (80.1%) of the outstanding SpinCo Shares owned by Parent (the “Distribution”); 

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities, except in connection with the Separation
and the Distribution; 
 WHEREAS, Parent intends to use the SpinCo Securities received in exchange for the Contribution, the Cash
Distribution and the Additional Cash to retire existing Parent debt; 
 WHEREAS, in order to effectuate the Separation and the Distribution,
Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); 

WHEREAS, J2 Global Ireland Limited, an Irish limited company and wholly-owned subsidiary of Parent, will transfer all of its portion of the
SpinCo Business to Consensus Cloud Solutions International Ltd., an Irish limited company treated as a corporation for U.S. federal income tax purposes (“Consensus International”), in exchange for the issuance by Consensus
International of new shares of Consensus International to J2 Cloud Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (the “Irish Demerger”). 

WHEREAS, pursuant to the terms of the Separation Agreement, Parent will contribute all of the SpinCo Assets and all of the equity of J2 Cloud
Services, LLC to SpinCo in exchange for SpinCo’s assumption of the SpinCo Liabilities, all of the SpinCo Shares, the SpinCo Cash Amount and the SpinCo Securities (the “Contribution”); 

WHEREAS, following the Distribution, Parent may retain up to 19.9% of the outstanding SpinCo Shares (the “Retained Shares”)
and intends to, within 12 months of the Distribution, effect distributions of the Retained Shares to Parent stockholders as dividends or in exchange for outstanding shares of Parent common stock (any such distribution, a “Subsequent
Distribution”) or transfer such Retained Shares to Parent creditors in satisfaction of certain Parent debt (any such transfer, a “Debt-for-Equity
Exchange”); 
  











 WHEREAS, if any portion of the Retained Shares has not been disposed of pursuant to a
Subsequent Distribution within the 12-month period, Parent will dispose of such Retained Shares in all events within five years of the Distribution; 

WHEREAS, following the Distribution, Parent shall transfer the SpinCo Securities to certain Persons (the “Debt-for-Debt Exchange Parties”) in exchange for certain debt obligations of Parent held by the
Debt-for-Debt Exchange Parties as principals for their own account (the
“Debt-for-Debt Exchange”); 
 WHEREAS, for
U.S. federal income tax purposes, the Contribution, the Distribution, any Subsequent Distribution, the Debt-for-Debt Exchange, and any Debt-for-Equity Exchange, taken together, are intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355,
368(a)(1)(D) and 361(c) of the Code; 
 WHEREAS, SpinCo has been incorporated for these purposes but holds no assets and has engaged in no
activities; and 
 WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the U.S. Securities and Exchange Commission, the Form
10, which includes the Information Statement, and which sets forth disclosures concerning SpinCo, the Separation and the Distribution; 

WHEREAS, the parties hereto wish to provide for the payment of Taxes and entitlement to Refunds thereof, allocate responsibility and provide
for cooperation in connection with the filing of returns in respect of Taxes, and provide for certain other matters relating to Taxes. 

WHEREAS, the Parties acknowledge that this Agreement, the Separation Agreement and the other Ancillary Agreements represent the integrated
agreement of Parent and SpinCo relating to the Separation and the Distribution, are being entered into together and would not have been entered into independently. 

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

1. Definitions. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Separation
Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below: 
 “Actually
Realized” or “Actually Realizes” shall mean, for purposes of determining the timing of the incurrence of any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the
realization of a Refund (or any related Tax cost or Tax Benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Taxes paid
(or Refund realized) by such Person is increased above (or reduced below) the amount of Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.


  
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 “Aggregate Spin-Off Tax
Liabilities” shall mean the sum of the Spin-Off Tax Liabilities with respect to each Taxing Jurisdiction. 

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are
generally authorized or required by law to close in the United States or Los Angeles, California. 

“Carryback” shall mean the carryback of a Tax Attribute (including, without limitation, a net operating loss,
a net capital loss or a tax credit) by a member of the SpinCo Group from a Post-Distribution Taxable Period to a Pre-Distribution Taxable Period during which such member of the SpinCo Group was included in a
Combined Return filed for such Pre-Distribution Taxable Period. 
 “Cash
Acquisition Merger” shall mean a merger of a newly formed Subsidiary of SpinCo with a corporation, limited liability company, limited partnership, general partnership or joint venture (in each case, not previously owned directly or
indirectly by SpinCo) pursuant to which SpinCo acquires such corporation, limited liability company, limited partnership, general partnership or joint venture solely for cash and no Equity Securities of SpinCo or any SpinCo Subsidiary are issued,
sold, redeemed or acquired, directly or indirectly. 
 “Code” shall mean the Internal Revenue Code of 1986,
as amended. 
 “Combined Return” shall mean a consolidated, combined or unitary Income Tax Return or Other
Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with either (i) one or more members of the SpinCo Group or (ii) any portion of the SpinCo Business (in either case including any
such Income Tax Return that is a consolidated U.S. federal Income Tax Return of the Parent Consolidated Group). 

“Consensus International” shall have the meaning set forth in the recitals of this Agreement. 

“Contribution” shall have the meaning set forth in the recitals of this Agreement. 

“Debt-for-Debt Exchange” shall
have the meaning set forth in the recitals of this Agreement. 
 “Debt-for-Equity Exchange” shall have the meaning set forth in the recitals of this Agreement. 

“Distribution” shall mean the distribution, on a pro rata basis, to holders of Parent Shares on the
Record Date of at least eighty and one-tenth percent (80.1%) of the outstanding SpinCo Shares owned by Parent pursuant to the Separation Agreement. 

“Distribution Date” shall mean the date on which the Distribution is completed, pursuant to the Separation
Agreement. 

  
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 “Distribution-Related Proceeding” shall mean any Proceeding
in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of the Spin-Off
Transactions. 
 “EMA” shall mean the Employee Matters Agreement by and between Parent and SpinCo dated as
of October 7, 2021. 
 “Equity Securities” shall mean any stock or other securities treated as equity for
U.S. federal Income Tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference
to the value of stock. 
 “Final Determination” shall mean 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 any 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 any 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 Taxing Jurisdiction imposing such Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties. 

“Foreign Tax” means any Tax (including any interest, penalties, additions to tax, or additional amounts in
respect of Tax) that is imposed by any country (other than the United States) or a political subdivision of such country. 

“Former Employee” shall have the meaning ascribed to such term in the EMA. 

“Global Transaction Structure” shall mean the plan set forth on Schedule 2.1(a) of the Separation Agreement
setting forth the restructuring steps to be taken prior to the Distribution Date and the sequence thereof. 
 “Income
Taxes” (a) shall mean (i) any U.S. federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments that are based upon, measured by, or calculated with respect to (A) net income or profits (including,
but not limited to, any capital gains, gross receipts, or minimum tax, and any tax on items of tax preference, but not including sales, use, value added, real property gains, real or personal property, transfer or similar taxes), (B) multiple bases
(including, but not limited to, corporate 

  
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franchise, doing business or occupation taxes), if one or more of the bases upon which such tax may be based, by which it may be measured, or with respect to which it may be calculated is
described in clause (a)(i)(A) of this definition, or (C) any net worth, franchise or similar tax, in each case together with (ii) any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority
with respect thereto and (b) shall include any transferee or successor liability in respect of an amount described in clause (a) of this definition. 

“Income Tax Benefit” shall mean, with respect to the effect of any Carryback on the Income Tax Liability of
Parent or the Parent Group for any taxable period, the excess of (a) the hypothetical Income Tax Liability of Parent or the Parent Group for such taxable period, calculated as if such Carryback had not been utilized but with all other facts
unchanged over (b) the actual Income Tax Liability of Parent or the Parent Group for such taxable period, calculated taking into account such Carryback (and treating a Refund as a negative Income Tax Liability, for purposes of such
calculation). 
 “Income Tax Liabilities” shall mean all liabilities for Income Taxes. 

“Income Tax Return” shall mean any return, report, filing, statement, questionnaire, declaration or other
document required to be filed with a Tax Authority in respect of Income Taxes. 
 “Indemnified Party” shall
mean any Person seeking indemnification pursuant to the provisions of this Agreement. 
 “Indemnifying
Party” shall mean any party hereto from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement. 

“Irish Demerger” shall have the meaning set forth in the recitals of this Agreement. 

“IRS” shall mean the U.S. Internal Revenue Service. 

“KPMG” shall mean KPMG LLP. 

“KPMG Tax Opinion” shall mean any tax opinion issued by KPMG in connection with the
Spin-Off Transactions. 
 “Losses” shall mean any and all losses,
liabilities, claims, damages, obligations, payments, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including, without limitation, the costs and expenses of any
and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any
such Actions or threatened Actions). 
 “Other Tax Liabilities” shall mean all liabilities for Other Taxes.


  
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 “Other Tax Returns” shall mean any return, report, filing,
statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Other Taxes. 

“Other Taxes” shall mean any U.S. federal, state, local or foreign taxes, charges, fees, imposts, levies or
other assessments of any nature whatsoever, and without limiting the generality of the foregoing, shall include superfund, sales, use, ad valorem, value added, occupancy, transfer, recording, escheat, unclaimed property, withholding, payroll,
employment, excise, occupation, premium or property taxes (in each case, together with any related interest, penalties and additions to tax, or additional amounts imposed by any Tax Authority thereon); provided, however, that Other Taxes
shall not include any Income Taxes. 
 “Parent Business” shall have the meaning ascribed to such term in the
Separation Agreement. 
 “Parent Combined Return Taxes” shall mean any Taxes (or estimated Taxes) due or
required to be paid with respect to or required to be reported on any consolidated U.S. federal Income Tax Return of the Parent Consolidated Group or any other Combined Tax Return that are attributable to any member of the Parent Group. 

“Parent Consolidated Group” shall mean the affiliated group of corporations (within the meaning of
Section 1504(a) of the Code without regard to the exclusions in Section 1504(b)(1) through (8)) of which Parent is the common parent (and any predecessor or successor to such affiliated group). 

“Parent Group” shall mean (a) Parent and each Person that is a direct or indirect Subsidiary of Parent
(including any Subsidiary of Parent that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the Distribution after giving effect to the
Spin-Off Transactions, any corporation (or other Person) that shall have merged or liquidated into Parent or any such Subsidiary and any predecessor or successor to any Person otherwise described in this
definition. 
 “Parent Group Employee” shall have the meaning ascribed to such term in the EMA. 

“Parent Option Award” shall have the meaning ascribed to such term in the EMA. 

“Parent Restricted Stock Award” shall have the meaning ascribed to such term in the EMA. 

“Parent RSU Award” shall have the meaning ascribed to such term in the EMA. 

“Parent Separate Return” shall mean any Separate Return required to be filed by Parent or any member of the
Parent Group. 

  
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 “Parent Shares” shall have the meaning ascribed to such
term in the Separation Agreement. 
 “Parties” shall mean the parties to this Agreement. 

“Permitted Transaction” shall mean any transaction that satisfies the requirements of Section 4(c). 

“Person” shall mean any individual, partnership, joint venture, limited liability company, corporation,
association, joint stock company, trust, unincorporated organization or similar entity or a governmental authority or any department or agency or other unit thereof. 

“Post-Distribution Taxable Period” shall mean a taxable period that, to the extent it relates to a member of
the SpinCo Group, begins 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. 

“Pre-Distribution Taxable Period” shall mean a taxable period that, to
the extent it relates to a member of the SpinCo Group, ends 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. 

“Post-Separation Parent Awards” shall have the meaning ascribed to such term in the EMA. 

“Private Letter Ruling” shall mean (a) any private letter ruling issued by the IRS in connection with the
Spin-Off Transactions (including the private letter ruling issued to Parent on July 6, 2021) or (b) any similar ruling issued by any other Tax Authority in connection with the Spin-Off Transactions. 
 “Private Letter Ruling Documents” shall mean
(a) any Private Letter Ruling, any request for a Private Letter Ruling submitted to the IRS (including the request for rulings submitted by Parent to the IRS on April 14, 2021), together with the appendices and exhibits thereto and any
supplemental filings or other materials subsequently submitted to the IRS in connection with the Spin-Off Transactions, or (b) any similar filings submitted to any other Tax Authority in connection with
any such request for a Private Letter Ruling. 
 “Proceeding” shall mean any audit or other examination, or
judicial or administrative proceeding relating to liability for, or Refunds or adjustments with respect to, Taxes. 

“Refund” shall mean any refund of Taxes, including any reduction in Tax Liabilities by means of a credit,
offset or otherwise. 

  
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 “Representative” shall mean, with respect to any Person,
any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives. 

“Restriction Period” shall mean the period beginning on the date hereof and ending on the thirty seven
(37) month anniversary of the Distribution Date. 
 “RSU” shall have the meaning ascribed to such term
in the EMA. 
 “Section 336(e) Election” shall have the meaning ascribed to such term in
Section 2(c) of this Agreement. 
 “Separate Return” shall mean (a) in the case of any Tax Return
required to be filed by any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return required to be filed
by any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group. 

“Separation Agreement” shall have the meaning set forth in the recitals of this Agreement. 

“SpinCo Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction or credit
attributable to any member of the SpinCo Group (including, in the case of any state or local consolidated, combined or unitary income or franchise Taxes, a change in one or more apportionment factors of members of the SpinCo Group) pursuant to a
Final Determination for a Pre-Distribution Taxable Period. 
 “SpinCo
Awards” shall have the meaning ascribed to such term in the EMA. 
 “SpinCo Business” shall mean
each trade or business actively conducted (within the meaning of Section 355(b) of the Code) by SpinCo or any member of the SpinCo Group immediately after the Distribution, as set forth in the Tax Opinion Documents. 

“SpinCo Cash Amount” shall mean the amount of cash distributed to Parent in connection with the Distribution
as partial consideration for the Contribution, pursuant to the Separation Agreement. 
 “SpinCo Combined Return
Taxes” shall mean any Taxes (or estimated Taxes) due or required to be paid with respect to or required to be reported on any consolidated U.S. federal Income Tax Return of the Parent Consolidated Group or any other Combined Tax Return that
are attributable to any member of the SpinCo Group or reflect any portion of the SpinCo Business. 

  
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 “SpinCo Consolidated Group” shall mean the affiliated group
of corporations (within the meaning of Section 1504(a) of the Code without regard to the exclusions in Section 1504(b)(1) through (8)) of which SpinCo is the common parent, determined immediately after the Distribution (and any predecessor
or successor to such affiliated group other than the Parent Consolidated Group). 
 “SpinCo Group” shall
mean (a) SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo (including any Subsidiary of SpinCo that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law))
immediately after the Distribution, after giving effect to the Spin-Off Transactions, any corporation (or other Person) that shall have merged or liquidated into SpinCo or any such Subsidiary and any
predecessor or successor to any Person otherwise described in this definition. 
 “SpinCo Group Employee”
shall have the meaning ascribed to such term in the EMA. 
 “SpinCo Option Award” shall have the meaning
ascribed to such term in the EMA. 
 “SpinCo Restricted Stock Award” shall have the meaning ascribed to such
term in the EMA. 
 “SpinCo RSU Award” shall have the meaning ascribed to such term in the EMA. 

“SpinCo Securities” shall mean the seven-year notes issued by SpinCo and distributed to Parent in connection
with the Distribution as partial consideration for the Contribution, pursuant to the Separation Agreement. 
 “SpinCo
Separate Return” shall mean any Separate Return required to be filed by SpinCo or any member of the SpinCo Group, including, without limitation, (a) any consolidated U.S. federal Income Tax Return of the SpinCo Consolidated Group
required to be filed with respect to a Post-Distribution Taxable Period and (b) any consolidated U.S. federal Income Tax Return for any group of which any member of the SpinCo Group was the common parent. 

“SpinCo Service Provider” shall mean any “SpinCo Group Employee” as such term is defined in the EMA
or any other provider of services to any member of the SpinCo Group. 
 “SpinCo Shares” shall have the
meaning ascribed to such term in the Separation Agreement. 
 “SpinCo Tax Benefit” shall mean, with respect
to any Taxing Jurisdiction, any decrease in Tax Liability (or increase in a Refund) Actually Realized with respect to a Combined Return that is attributable to a SpinCo Adjustment. 

“SpinCo Tax Liability” shall mean, with respect to any Taxing Jurisdiction, any increase in Tax Liability (or
reduction in a Refund) Actually Realized with respect to a Combined Return that is attributable to a SpinCo Adjustment. 

  
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 “Spin-Off
Transactions” shall mean the Contribution together with the Distribution, the Debt-for-Debt Exchange, any Subsequent Distribution and any Debt-for-Equity Exchange and the Irish Demerger. 

“Spin-Off Tax Liabilities” shall mean, with respect to any Taxing
Jurisdiction, the sum of (a) any increase in Tax Liability (or reduction in a Refund) Actually Realized as a result of any corporate-level gain or income recognized with respect to the failure of the
Spin-Off Transactions to qualify for Tax-Free Status under the Income Tax Laws of such Taxing Jurisdiction pursuant to any settlement, Final Determination, judgment,
assessment, proposed adjustment or otherwise, (b) interest on such amounts calculated pursuant to such Taxing Jurisdiction’s laws regarding interest on Tax Liabilities at the highest Underpayment Rate for corporations in such Taxing
Jurisdiction from the date such additional gain or income was recognized until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been
received on the foregone portion of the Refund but for the failure of the Spin-Off Transactions to qualify for Tax-Free Status), and (c) any penalties actually paid
to such Taxing Jurisdiction that would not have been paid but for the failure of the Spin-Off Transactions to qualify for Tax-Free Status in such Taxing Jurisdiction.

 “Straddle Period” shall mean any taxable year or other taxable period that begins on or before the
Distribution Date and ends after the Distribution Date. 
 “Tax Attribute” shall mean a consolidated,
combined or unitary net operating loss, net capital loss, unused investment credit, unused foreign tax, or excess charitable contribution (as such terms are used in Treasury Regulation Sections 1.1502-79 and 1.1502-79A or comparable provisions of foreign, state or local tax law), or a minimum tax credit or general business credit. 

“Tax Authority” shall mean a governmental authority (foreign or domestic) or any subdivision, agency,
commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, without limitation, the IRS). 

“Tax Benefits” shall mean any (i) deductions, losses, or credits, or (ii) decreases in income, gains
or recapture of Tax credits for the benefitting entity (or group of entities). 
 “Tax Counsel” shall mean
tax counsel of recognized national standing that is acceptable to Parent. 
 “Tax” or
“Taxes” shall mean Income Taxes and Other Taxes. 

“Tax-Free Status” shall mean the qualification of (i) the
Contribution (and Parent’s receipt of the SpinCo Common Stock, the SpinCo Securities, and the SpinCo Cash Amount in connection therewith), the Distribution and any Subsequent Distribution, taken together, as a reorganization described in
Sections 368(a)(1)(D) and 355(a) of the Code, with each of Parent and SpinCo being a party to the reorganization, in which no 

  
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income or gain is recognized by Parent, SpinCo, or the holders of Parent common stock pursuant to Sections 355, 361, and 1032 of the Code, other than, in the case of Parent, (a) intercompany
items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code and (b) any amount of the Cash Payment that exceeds Parent’s tax basis in the SpinCo Shares
immediately prior to the Cash Payment or that Parent does not distribute to its creditors or shareholders within 12 months, and (ii) each of the Debt-for-Debt
Exchange and any Debt-for-Equity Exchange as a transfer of “qualified property” to creditors of Parent in connection with the reorganization within the meaning
of Section 361(c) of the Code. 
 “Taxing Jurisdiction” shall mean the United States and every other
government or governmental unit having jurisdiction to tax Parent or SpinCo or any of their respective Affiliates. 

“Tax Liabilities” shall mean any liabilities for Taxes. 

“Tax Opinion” shall mean any tax opinion issued by Tax Counsel in connection with the Spin-Off Transactions. 
 “Tax Opinion Documents” shall mean the Tax
Opinion, the KPMG Tax Opinion, and the information and representations provided by, or on behalf of, Parent or SpinCo to Tax Counsel or KPMG in connection therewith. 

“Tax-Related Losses” shall mean: 

(a) the Aggregate Spin-Off Tax Liabilities, 

(b) all accounting, legal and other professional fees, and court costs incurred in connection with any settlement, Final
Determination, judgment or other determination with respect to such Aggregate Spin-Off Tax Liabilities, and 

(c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent or
SpinCo in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority payable by Parent or SpinCo or their respective Affiliates, in each case, resulting from the failure of the Spin-Off Transactions to qualify for Tax-Free Status. 

“Tax Returns” shall mean Income Tax Returns and Other Tax Returns. 

“Underpayment Rate” shall mean the annual rate of interest described in Section 6621(c) of the Code for
large corporate underpayments of Income Tax (or similar provision of state, local, or foreign Income Tax law, as applicable), as determined from time to time. 

“Unqualified Tax Opinion” shall mean an unqualified opinion of Tax Counsel on which Parent may rely to the
effect that a transaction will not disqualify any of the Spin-Off Transactions from having Tax-Free Status, assuming that the
Spin-Off Transactions would have qualified for Tax-Free Status if such transaction did not occur; provided, that


  
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any tax opinion obtained in connection with a proposed acquisition of Equity Securities of SpinCo (or any entity treated as a successor to SpinCo) entered into during the Restriction Period shall
not qualify as an Unqualified Tax Opinion unless such tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code
and the Treasury Regulations promulgated thereunder, that includes the Distribution. 
 2. Tax Returns; Payment of Taxes; Tax
Elections. 
 (a) Filing of Tax Returns; Payment of Taxes. 

(i) Parent Consolidated Returns; Other Combined Returns. Parent shall prepare and file or cause to be prepared and filed (A) all
consolidated U.S. federal Income Tax Returns of the Parent Consolidated Group and (B) all other Combined Returns. Except as provided in Section 2(a)(ii), Section 2(a)(iii) or Section 2(a)(vii), Parent shall pay, or cause to be
paid, and shall be responsible for, any and all Taxes due or required to be paid with respect to or required to be reported on any such Tax Return; provided, however, that any Tax Liabilities incurred pursuant to the separation of certain
members of the SpinCo Group and/or certain members of the Parent Group from groups of companies that file a Combined Return in respect of Foreign Taxes pursuant to the laws of Canada, France, Hong Kong, Ireland, Japan, and the Netherlands shall be
allocated to fifty percent (50%) to SpinCo and fifty percent (50%) to Parent. 
 (ii) SpinCo Adjustments. SpinCo shall pay, or cause
to be paid, and shall be responsible for, any SpinCo Tax Liabilities and shall be entitled to all SpinCo Tax Benefits. 
 (iii)
Post-Distribution Combined Returns. In the event that any Combined Return is required to be filed pursuant to applicable law in any Taxing Jurisdiction for any Straddle Period or Post-Distribution Taxable Period, Parent shall pay, or cause to
be paid, and shall be responsible for, any and all Taxes due or required to be paid with respect to or required to be reported on any such Tax Return that are Parent Combined Return Taxes and SpinCo shall pay, or cause to be paid, and shall be
responsible for, any and all Taxes due or required to be paid with respect to or required to be reported on any such Tax Return that are SpinCo Combined Return Taxes. 

(iv) Parent Separate Returns. Parent shall prepare and file or cause to be prepared and filed all Parent Separate Returns. Parent shall
pay, or cause to be paid, and shall be responsible for, any and all Taxes due or required to be paid with respect to or required to be reported on any Parent Separate Return (including any increase in such Tax Liabilities attributable to a Final
Determination). 
 (v) SpinCo Separate Returns. SpinCo shall prepare and file or cause to be prepared and filed all SpinCo Separate
Returns. SpinCo shall pay, or cause to be paid, and shall be responsible for, any and all Taxes due or required to be paid with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax Liabilities
attributable to a Final Determination). 

  
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 (vi) Straddle Period Taxes. For purposes of this Section 2, in the case of any
Straddle Period, (i) Taxes and exemptions, allowances or deductions that are calculated on an annualized basis shall be apportioned between the Pre-Distribution Taxable Period and the Post-Distribution
Taxable Period on a daily pro rata basis and (ii) all other Taxes shall be apportioned between the Pre-Distribution Taxable Period and the Post-Distribution Taxable Period on a closing of the books basis
as of the close of business on the Distribution Date. 
 (vii) Special Allocation Rules. 

(1) Section 965 Taxes. Any installment payments required to be made pursuant to the election made by a member of the
Parent Group or a member of the SpinCo Group (that was a member of the Parent Group prior to the Distribution Date) under Section 965(h) of the Code, and any adjustments thereto, shall be allocated to Parent. 

(2) Subpart F Income and GILTI. Solely for purposes of allocating under this Section 2 any Income Taxes resulting from any
inclusion in income (an “Inclusion”) of Subpart F or global intangible low-taxed income of a controlled foreign corporation (a “CFC”) under Section 951 or 951A of the
Code, or any similar state, local or foreign law (“Subpart F Income”), the defined term “SpinCo Tax Liability” shall additionally mean (i) all Income Taxes attributable to an Inclusion during the taxable period at
issue of Subpart F Income of a CFC engaged solely in the SpinCo Business, (ii) in the case of an Inclusion during the taxable period at issue of Subpart F Income of a CFC engaged in the SpinCo Business during the taxable period at issue, all
Subpart F Income properly allocable to the SpinCo Business of the CFC to the extent distinguishable with reasonable accuracy, or (iii) to the extent not so distinguishable, the portion of the Inclusion equal to the ratio of revenue of such CFC
attributable to the SpinCo Business over the total revenue of such CFC. 
 (3) Base Erosion and Anti-Abuse Tax. For purposes of
allocating under this Section 2 any Taxes imposed under Section 59A of the Code which are or become payable as a result of “base erosion payments” paid or accrued by any member of the Parent Group or any member of the SpinCo
Group to a foreign Person which is “related” (within the meaning of Section 59A(d) of the Code) to such member of the Parent Group or SpinCo Group, as applicable, which amount shall be calculated for a given taxable year by comparing
(x) the amount of Taxes imposed on the Parent Group under Section 59A of the Code for such taxable year, and (y) the amount of Taxes imposed on the SpinCo Group under Section 59A of the Code for such taxable year, in each case as
determined by Parent. 
 (b) Preparation of Tax Returns. 

(i) Parent (or its designee) shall determine the entities to be included in any Combined Return and make or revoke any Tax elections, adopt or
change any Tax accounting methods, and determine any other position taken on or in respect of any Tax Return required to be prepared and filed by Parent pursuant to Section 2(a)(i) or Section 2(a)(iii). Notwithstanding the immediately
preceding sentence, any Tax Return filed by Parent pursuant to Section 2(a)(i) or Section 2(a)(iii) shall, to the extent relating to SpinCo or the SpinCo Group, be prepared in good faith. For the avoidance of doubt, with respect to the
consolidated U.S. federal Income Tax Return of the Parent Consolidated Group for any taxable year that includes the 

  
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Distribution, Parent shall determine in its sole discretion whether to elect ratable allocation under Treasury Regulation Section 1.1502-76. SpinCo
shall, and shall cause each member of the SpinCo Group to, take all actions necessary to give effect to such election. SpinCo shall, and shall cause each member of the SpinCo Group to, prepare and submit at Parent’s request (but in no event
later than ninety (90) days after such request), at SpinCo’s expense, all information that Parent shall reasonably request, in such form as Parent shall reasonably request, including any such information requested to enable Parent to
prepare any Tax Return required to be filed by Parent pursuant to Section 2(a)(i) or Section 2(a)(iii). Parent shall make any such Tax Return and related workpapers available for review by SpinCo to the extent such Tax Return relates to
Taxes for which SpinCo would reasonably be expected to be liable or with respect to which SpinCo would reasonably be expected to have a claim. If practicable, Parent shall make any such Tax Return available for review sufficiently in advance of the
due date for filing such Tax Return to provide SpinCo an opportunity to analyze and comment on such return. Parent and SpinCo shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return. 

(ii) Except as required by applicable law or as a result of a Final Determination, neither Parent nor SpinCo shall (nor shall cause or permit
any members of the Parent Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the treatment of the Spin-Off Transactions as having
Tax-Free Status (or analogous status under state, local or foreign law) or, with respect to a specific item of income, deduction, gain, loss, or credit on any Tax Return, treat such specific item in a manner
which is inconsistent with the manner such specific item is reported on a Tax Return prepared or filed by Parent pursuant to Section 2(a) hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax
Return). 
 (c) Section 336(e) Election. Parent and SpinCo agree that one or more protective elections under
Section 336(e) of the Code and the Treasury Regulations promulgated thereunder and under any comparable provisions of state, local or foreign law (each, a “Section 336(e) Election”) may be made with respect to the
Distribution and/or any Subsequent Distribution. SpinCo shall (and shall cause any relevant member of the SpinCo Group to) join with Parent and/or any relevant member of the Parent Group, as applicable, in the making of any such election and shall
take any action reasonably requested by Parent or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution and/or any
Subsequent Distribution, then this Agreement shall be amended in such a manner as is determined by Parent in good faith to take into account such Section 336(e) Election(s). 

3. Indemnity for Taxes. 

(a) Indemnification by Parent. From and after the Distribution Date, except as otherwise provided in Section 3(b), Parent and each
member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of
any of them) from and against, without duplication, (i) all Spin-Off Tax Liabilities and Tax-Related Losses, (ii) all Tax Liabilities that any member of the Parent Group is responsible for pursuant
to Section 2, and (iii) all Tax 

  
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Liabilities incurred by any member of the Parent Group or SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent’s representations or covenants
hereunder or made in connection with the Private Letter Ruling, the Tax Opinion, or the KPMG Tax Opinion and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses); provided,
however, that neither Parent nor any member of the Parent Group shall have any obligation to indemnify, defend or hold harmless any Person pursuant to this Section 3(a) to the extent that such indemnification obligation is otherwise
attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder (including any representations made in connection with the Private Letter Ruling or, Tax Opinion, or the KPMG Tax
Opinion). 
 (b) Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall
jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against,
without duplication, (i) all Tax Liabilities (including, all SpinCo Tax Liabilities), Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of
the SpinCo Group is responsible for under Section 2 or Section 4 (including, without limitation, any Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related
Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 4(e)(i)) and (ii) all Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo’s representations or covenants hereunder
(including any representations made in connection with the Private Letter Ruling, the Tax Opinion, or the KPMG Tax Opinion (irrespective of whether Parent made the same representation on behalf of, or with respect to SpinCo)) and, in each case, any
related costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses). 
 (c) Timing of
Indemnification. Any payment and indemnification made pursuant to this Section 3 shall be made by the Indemnifying Party promptly, but, in any event, no later than: 

(i) in the case of an indemnification obligation with respect to any Tax Liabilities (including any SpinCo Tax Liabilities and any Spin-Off Tax Liabilities), the later of (A) five (5) Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five (5) Business Days prior to the date the Indemnified Party is
required to make a payment of Taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a Tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted Tax
deficiency) or realizes a reduced Refund; and 
 (ii) in the case of any payment or indemnification of any Losses not otherwise described in
clause (i) of this Section 3(c) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses, and other
indemnifiable Losses), the later of (A) five (5) Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five (5) Business Days prior to the date the Indemnified Party makes a payment thereof. 

  
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 4. Distribution Related Matters. 

(a) Representations. 
 (i)
Private Letter Ruling and Tax Opinion Documents. SpinCo hereby represents and warrants that (A) it has examined the Private Letter Ruling Documents and the Tax Opinion Documents (including, without limitation, the representations to the
extent that they relate to the plans, proposals, intentions, and policies of SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo Group) and (B) to the extent in reference to SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo
Group, the facts presented and the representations made therein are true, correct and complete. 
 (ii)
Tax-Free Status. SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing to take any action or knows of any circumstance, that could reasonably be
expected to (A) cause the Spin-Off Transactions not to have Tax-Free Status or (B) cause any representation or factual statement made in this Agreement, the
Separation Agreement, the Private Letter Ruling Documents, the Tax Opinion Documents or any of the Ancillary Agreements to be untrue. 
 (b)
Covenants. 
 (i) Actions Consistent with Representations and Covenants. Neither Parent nor SpinCo shall take any action or
permit any member of the Parent Group or the SpinCo Group, respectively, to take any action, or shall fail to take any action or permit any member of the Parent Group or the SpinCo Group, respectively, to fail to take any action, where such action
or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation Agreement, the Private Letter Ruling Documents, the Tax Opinion Documents or any of the
Ancillary Agreements. 
 (ii) Preservation of Tax-Free Status; SpinCo Business. SpinCo shall
not (A) take any action (including, but not limited to, any cessation, transfer or disposition of all or any portion of any SpinCo Business, payment of extraordinary dividends and acquisitions or issuances of stock) or permit any member of the
SpinCo Group to take any such action, and SpinCo shall not fail to take any such action or permit any member of the SpinCo Group to fail to take any such action, in each case, unless such action or failure to act could not reasonably be expected to
cause the Spin-Off Transactions to fail to have Tax-Free Status or could not require Parent or SpinCo to reflect a liability or reserve for Taxes with respect to the Spin-Off Transactions in its financial statements, and (B) until the first day after the Restriction Period, engage in any transaction (including, without limitation, any cessation, transfer or disposition of
all or any portion of any SpinCo Business) that could reasonably be expected to result in it or any member of the SpinCo Group ceasing to be a company engaged in any SpinCo Business. 

(iii) Sales, Issuances and Redemptions of Equity Securities. Until the first day after the Restriction Period, none of SpinCo or any
member of the SpinCo Group shall, or shall agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of SpinCo or any member of the SpinCo Group; provided, however, that
(A) the adoption by SpinCo of a shareholder rights plan shall not constitute a sale 

  
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or issuance of such Equity Securities, (B) SpinCo and the members of the SpinCo Group may repurchase such Equity Securities to the extent that such repurchases meet the requirements of
Section 4.05(1)(b) of Revenue Procedure 96-30, (C) SpinCo may issue such Equity Securities to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a
person’s performance of services) of Treasury Regulation Section 1.355-7(d) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d), and (D) members of the SpinCo Group other than SpinCo may issue or sell Equity Securities to other members of the SpinCo Group, and may redeem or purchase Equity Securities from other
members of the SpinCo group, in each case, to the extent not inconsistent with the Tax-Free Status of the Spin-Off Transactions. 

(iv) Tender Offers; Other Business Combination Transactions. Until the first day after the Restriction Period, none of SpinCo or any
member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition,
issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A), (B) or (C), individually or in the aggregate, together with
any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of
Section 355(e) of the Code) that includes the Distribution, could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VIII of Treasury Regulation
Section 1.355-7(d) (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX of Treasury Regulation
Section 1.355-7(d) (relating to acquisitions by a retirement plan of an employer)) directly or indirectly stock representing a 10% or greater interest, by vote or value, in SpinCo (or any successor
thereto). In addition, none of SpinCo or any member of the SpinCo Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B), or (C) of the preceding
sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the Distribution, even if at the time of the Distribution or thereafter such action is subject to various conditions. 

(v) Dispositions of Assets. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall
sell, transfer, or otherwise dispose of or agree to sell, transfer or otherwise dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or
disposition) that, in the aggregate, constitute more than 30% of the consolidated gross assets of SpinCo or the SpinCo Group. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the ordinary course of
business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the
transferor for U.S. federal Income Tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Group. The percentages of gross assets
or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the
Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary. 

  
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 (vi) Liquidations, Mergers, Reorganizations. Until the first day after the
Restriction Period, neither SpinCo nor any of its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for U.S. federal
Income Tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, that, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo solely with
and into SpinCo or with other direct or indirect wholly-owned Subsidiaries of SpinCo, and liquidations of SpinCo’s subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the
Tax-Free Status of the Spin-Off Transactions. 
 (vii)
Spinco Securities. Neither SpinCo nor any of its Subsidiaries shall take any action with respect to the SpinCo Securities that might result in their failing to qualify as “securities” of SpinCo, within the meaning of
Section 361 of the Code. 
 (c) Permitted Transactions. 

Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, SpinCo may
(i) issue, sell, redeem or otherwise acquire (or cause a member of the SpinCo Group to issue, sell, redeem or otherwise acquire) Equity Securities of SpinCo or any member of the SpinCo Group in a transaction that would otherwise breach the
covenant set forth in Section 4(b)(iii), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b) (iv), (iii) sell or
otherwise dispose of the assets of SpinCo or any member of the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge SpinCo or any member of the SpinCo Group with another entity
without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and
prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv), and prior to consummating any such transaction, SpinCo shall request that Parent obtain a private letter ruling (or, if applicable, a
supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the
Tax-Free Status of the Spin-Off Transactions and Parent shall have received such private letter ruling, in form and substance satisfactory to Parent in its sole and
absolute discretion, exercised in good faith; provided, that to the extent (A) such private letter ruling cannot be obtained from the IRS under Rev. Proc. 2021-3,
2021-1 I.R.B. 140 (as amended from time to time) (or from any other applicable Tax Authority under any analogous procedure of such Tax Authority) or (B) Parent determines in its sole and absolute
discretion not to seek to obtain such private letter ruling, in lieu of such private letter ruling (1) SpinCo shall obtain Parent’s written consent (which may be withheld at Parent’s sole discretion) or (2) SpinCo shall provide
Parent with an Unqualified Tax Opinion, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the
appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion). 

  
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 (d) Private Letter Rulings and Restrictions on SpinCo. 

(i) Private Letter Ruling at Parent’s Request. Parent shall have the right to obtain a private letter ruling from the IRS and/or
any other applicable Tax Authority (or, if applicable, a supplemental private letter ruling) in its sole discretion, exercised in good faith. If Parent determines to obtain any such private letter ruling, SpinCo shall (and shall cause each member of
the SpinCo Group to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining such private letter ruling (including, without limitation, by making any representation or covenant or providing any
materials or information requested by any Tax Authority; provided, that SpinCo shall not be required to make (or cause any member of the SpinCo Group to make) any representation or covenant that is inconsistent with historical facts or as to
future matters or events over which it has no control). In connection with obtaining a private letter ruling pursuant to this Section 4(d)(i), (A) Parent shall, to the extent practicable, consult with SpinCo reasonably in advance of taking any
material action in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any documents relating to such private letter ruling, provide SpinCo with a draft copy thereof, (2) reasonably consider
SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend and participate in, any formally
scheduled meetings with any Tax Authority (subject to the approval of the Tax Authority) that relate to such private letter ruling. 
 (ii)
Private Letter Rulings at SpinCo’s Request. Parent agrees that at the reasonable request of SpinCo pursuant to Section 4(c), Parent shall (and shall cause each member of the Parent Group to) cooperate with SpinCo and use its
reasonable best efforts to seek to obtain, as expeditiously as possible, a private letter ruling from the IRS and/or any other applicable Tax Authority (or, if applicable, a supplemental private letter ruling) for the purpose of confirming
compliance on the part of SpinCo or any member of the SpinCo Group with its obligations under Section 4(b) of this Agreement; provided, however, that in no event shall Parent be required to file any request for a private letter ruling
under this Section 4(d)(ii) unless SpinCo represents that (A) it has read the request for such private letter ruling and any materials, appendices and exhibits submitted or filed therewith, and (B) all information and representations,
if any, relating to any member of the SpinCo Group, contained in the related private letter ruling documents are true, correct and complete in all material respects. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the
Parent Group in obtaining a private letter ruling requested by SpinCo within ten (10) Business Days after receiving an invoice from Parent therefor. SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of
obtaining any private letter ruling, and that only Parent shall apply for any private letter ruling. In connection with obtaining a private letter ruling pursuant to this Section 4(d)(ii), (A) Parent shall, to the extent practicable, consult
with SpinCo reasonably in advance of taking any material action in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any related private letter ruling documents, provide SpinCo with a draft copy thereof,
(2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend and
participate in, any formally scheduled meetings with any Tax Authority (subject to the approval of the Tax Authority) that relate to such private letter ruling. 

  
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 (iii) Prohibition on SpinCo. SpinCo hereby agrees that, except to the extent
permitted by Section 4(d)(ii), neither it nor any member of the SpinCo Group shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) concerning the Spin-Off
Transactions (or the impact of any transaction on the Spin-Off Transactions). 
 (e) Liability of
SpinCo for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, SpinCo and each member of the SpinCo Group shall be responsible for any and all Tax-Related Losses that
are attributable to, or result from: 
 (i) any act or failure to act by SpinCo or any member of the SpinCo Group, which action or failure
to act breaches any of the covenants described in Section 4(b)(i) through 4(b)(vi) of this Agreement (determined without regard to the exceptions or provisos set forth in such provisions or in Section 4(c), so that SpinCo and each member
of the SpinCo Group shall be responsible for any and all Tax-Related Losses even if such Tax-Related Losses are attributable to or result from any act or failure to act
pursuant to an exception or proviso described in Section 4(b)(i) through 4(b)(vi) or in Section 4(c)), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that breaches Section 4(b)(i) or
4(b)(ii), regardless of whether such act or failure to act is permitted by Section 4(b)(iii) through 4(b)(vi); 
 (ii) any acquisition
of Equity Securities of SpinCo or any member of the SpinCo Group by any Person or Persons (including, without limitation, as a result of an issuance of SpinCo Equity Securities or a merger of another entity with and into SpinCo or any member of the
SpinCo Group) or any acquisition of assets of SpinCo or any member of the SpinCo Group (including, without limitation, as a result of a merger) by any Person or Persons; and 

(iii) any breach by SpinCo or any member of the SpinCo Group of a representation or covenant made in this Agreement, the Separation Agreement,
the Ancillary Agreements, any Private Letter Ruling Documents, or any Tax Opinion Documents. 
 (f) Cooperation. 

(i) Without limiting the prohibition set forth in Section 4(d)(iii), until the first day after the Restriction Period, SpinCo shall
furnish Parent with a copy of any private letter ruling request that any member of the SpinCo Group may file with the IRS or any other Tax Authority and any opinion received that in any respect relates to, or otherwise reasonably could be expected
to have any effect on, the Tax-Free Status of the Spin-Off Transactions. 

(ii) Parent shall reasonably cooperate with SpinCo in connection with any request by SpinCo for an Unqualified Tax Opinion pursuant to
Section 4(c). 
 (iii) Until the first day after the Restriction Period, SpinCo will provide adequate advance notice to Parent in
accordance with the terms of Section 4(f)(iv) of any action described in Sections 4(b)(i) through 4(b)(vi) within a period of time sufficient to enable Parent to seek injunctive relief pursuant to Section 4(g) in a court of competent
jurisdiction. 

  
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 (iv) Each notice required by Section 4(f)(iii) shall set forth the terms and
conditions of any such proposed transaction, including, without limitation, (A) the nature of any related action proposed to be taken by the board of directors of SpinCo, (B) the approximate number of Equity Securities (and their voting
and economic rights) of SpinCo or any member of the SpinCo Group (if any) proposed to be sold or otherwise issued, (C) the approximate value of SpinCo’s assets (or assets of any member of the SpinCo Group) proposed to be transferred, and
(D) the proposed timetable for such transaction, all with sufficient particularity to enable Parent to seek such injunctive relief. Promptly, but in any event within thirty (30) days, after Parent receives such written notice from SpinCo,
Parent shall notify SpinCo in writing of Parent’s decision to seek injunctive relief pursuant to Section 4(g). 
 (v) From and
after the Distribution Date until the first day after the Restriction Period, neither SpinCo nor any member of the SpinCo Group shall take (or refrain from taking) any action to the extent that such action or inaction would have caused a
representation given by or with respect to SpinCo in connection with the Private Letter Ruling, the Tax Opinion, and/or the KPMG Tax Opinion to have been untrue as of the relevant representation date, had SpinCo or any member of the SpinCo Group
intended to take (or refrain from taking) such action on the relevant representation date. 
 (g) Enforcement. The parties hereto
acknowledge that irreparable harm would occur in the event that any of the provisions of this Section 4 were not performed in accordance with their specific terms or were otherwise breached. The parties hereto agree that, in order to preserve
the Tax-Free Status of the Spin-Off Transactions, injunctive relief is appropriate to prevent any violation of the foregoing covenants; provided, however, that
injunctive relief shall not be the exclusive legal or equitable remedy for any such violation. 
 5. Refunds. Parent shall be entitled
to all Refunds in respect of Taxes paid with respect to any Tax Return for which Parent or any member of the Parent Group is responsible pursuant to Section 2, except to the extent such Refunds are solely attributable to SpinCo Tax Benefits.
SpinCo shall be entitled to all Refunds in respect of Taxes paid with respect to any Tax Return for which SpinCo or any member of the SpinCo Group is responsible pursuant to Section 2 or which are solely attributable to SpinCo Tax Benefits.
Notwithstanding the foregoing, in the event a party obtains a Refund of Taxes for which it was indemnified by another party, the indemnifying party shall be entitled to such Refund. For the absence of doubt, a party entitled to a Refund pursuant to
this Section 5 shall also be entitled to (and the party receiving such Refund shall pay over to such other party) any interest thereon received from the applicable Tax Authority, or, in the case of any Combined Return, the amount of any
interest thereon that would have been received from such Tax Authority had such Refund related to a hypothetical Tax Return that did not include the other party or any member of such other party’s group but with all other facts unchanged. A
party receiving a Refund to which another party is entitled pursuant to this Section 5 shall pay the amount to which such other party is entitled (including interest in accordance with the preceding sentence) within fifteen (15) Business
Days after such Refund is Actually Realized. Each of Parent and SpinCo shall cooperate with the other party in connection with any claim for Refund in respect of any Tax for which any member of the Parent Group or the SpinCo Group, as the case may
be, is responsible pursuant to Section 2. 

  
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 6. Tax Contests. 

(a) Notification. Each of Parent and SpinCo shall notify the other party in writing of any communication with respect to any pending or
threatened Proceeding in connection with any Tax Liability (or any issue related thereto) of Parent or any member of the Parent Group, or SpinCo or any member of the SpinCo Group, respectively, for which a member of the SpinCo Group or the Parent
Group, respectively, may be responsible pursuant to this Agreement within ten (10) Business Days of receipt; provided, however, that in the case of any Distribution-Related Proceeding (whether or not SpinCo or Parent may be responsible
thereunder), such notice shall be provided no later than ten (10) Business Days after Parent or SpinCo, as the case may be, first receives written notice from the IRS or other Tax Authority of such Distribution-Related Proceeding. Each of
Parent and SpinCo shall include with such notification a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by Parent or a member of the Parent Group, or
SpinCo or a member of the SpinCo Group, respectively. The failure of Parent or SpinCo timely to forward such notification in accordance with the immediately preceding sentence shall not relieve SpinCo or Parent, respectively, of any obligation to
pay such Tax Liability or indemnify Parent and the members of the Parent Group, or SpinCo and the members of the SpinCo Group, respectively, and their respective Representatives, Affiliates, successors and assigns therefor, except to the extent that
the failure timely to forward such notification actually prejudices the ability of SpinCo or Parent to contest such Tax Liability or increases the amount of such Tax Liability. 

(b) Representation with Respect to Tax Disputes. Parent (or such member of the Parent Group as Parent shall designate) shall have the
sole right to represent the interests of the members of the Parent Group and the members of the SpinCo Group and to employ counsel of its choice at its expense in any Proceeding (including any Distribution-Related Proceeding) relating to
(i) any consolidated U.S. federal Income Tax Returns of the Parent Consolidated Group, (ii) any other Combined Returns and (iii) any Parent Separate Returns. SpinCo (or such member of the SpinCo Group as SpinCo shall designate) shall
have the sole right to represent the interests of the members of the SpinCo Group and to employ counsel of its choice at its expense in any Proceeding relating to SpinCo Separate Returns. 

(c) Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent
shall designate) any power of attorney or other document requested by Parent (or such designee) in connection with any Proceeding described in the first sentence of Section 6(b). 

(d) Distribution-Related Proceedings, Proceedings with Respect to SpinCo Tax Liabilities. 

(i) In the event of any Distribution-Related Proceeding or Proceeding relating to a SpinCo Tax Liability as a result of which SpinCo could
reasonably be expected to become liable for Tax or any Tax-Related Losses and with respect to which Parent has the right to represent the interests of the members of the Parent Group and/or the members of the
SpinCo Group pursuant to Section 6(b) above, (A) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Proceeding, (B) Parent shall consult with SpinCo and offer SpinCo a
reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) Parent shall 

  
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defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, and (D) Parent shall provide SpinCo copies of any written
materials relating to such Proceeding received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other
disposition, in (i) any Distribution-Related Proceeding, or (ii) any other Proceeding relating to a SpinCo Tax Liability, which other Proceeding would not reasonably be expected to result in a liability for additional Taxes in an amount
exceeding five (5) million dollars for a single Tax year, shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Section 9 (and Article VII of the Separation Agreement).
With respect to any Proceeding relating to a SpinCo Tax Liability (other than any Distribution-Related Proceeding), which could reasonably be expected to result in a liability for additional Taxes in an amount exceeding five (5) million dollars
for a single Tax year, SpinCo shall be entitled to participate in such Proceeding, and Parent shall not settle, compromise or abandon any such Proceeding without obtaining the prior written consent of SpinCo, which consent shall not be unreasonably
withheld. 
 (ii) In the event of any Distribution-Related Proceeding with respect to any SpinCo Separate Return, (A) SpinCo shall
consult with Parent reasonably in advance of taking any significant action in connection with such Proceeding, (B) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials
prepared or furnished in connection with such Proceeding, (C) SpinCo shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, (D) Parent shall be entitled to
participate in such Proceeding and receive copies of any written materials relating to such Proceeding received from the relevant Tax Authority, and (E) SpinCo shall not settle, compromise or abandon any such Proceeding without obtaining the
prior written consent of Parent, which consent shall not be unreasonably withheld. 
 7. Apportionment of Tax Attributes; Carrybacks.

 (a) Apportionment of Tax Attributes. 

(i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of
the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections
1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. 
 (ii) No Tax Attribute with respect to consolidated U.S. federal Income Tax of the Parent
Consolidated Group, other than those described in Section 7(a)(i), and no Tax Attribute with respect to consolidated, combined or unitary state, local, or foreign Income Tax, in each case, arising in respect of a Combined Return shall be
apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law. 

  
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 (iii) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute
which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 7(a) and applicable law, and the amount of tax basis and earnings and profits to be apportioned
to SpinCo or any member of the SpinCo Group in accordance with applicable law, and shall provide written notice of the calculation thereof to SpinCo as soon as practicable after the information necessary to make such calculation becomes available to
Parent. 
 (iv) The written notice delivered by Parent pursuant to Section 7(a)(iii) shall be binding on all members of the SpinCo
Group and shall not be subject to dispute resolution. Except as otherwise required by applicable law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the
information contained in the written notice delivered by Parent pursuant to Section 7(a)(iii). 
 (b) Carrybacks. Except to the
extent otherwise consented to by Parent or prohibited by applicable law, SpinCo shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable
law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), (i) Parent shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from
such Carryback, and (ii) SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly
attributable to such Carryback, within fifteen (15) Business Days after such Refund is Actually Realized; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all
collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax attributes generated by a member of the Parent Group or an Affiliate thereof if
(x) such Tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax attributes is postponed to a later taxable period than the taxable period in which such Tax attributes would have
been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the Parent Group that is directly attributable to a Carryback, then Parent
(or its designee) shall make a payment to SpinCo, or SpinCo shall make a payment to Parent (or its designee), as may be necessary to adjust the payments between SpinCo and Parent (or its designee) to reflect the payments that would have been made
under this Section 7(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 7 (b). 

8. Cooperation and Exchange of Information. 

(a) Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the
SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any
calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly
forwarding copies of appropriate notices and forms or other communications (including, without limitation, 

  
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information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other
administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and
such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including
statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be
necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case
may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or
reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the
SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available
on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection
with the filing of Tax Returns or claims for Refund or in conducting any Proceeding. 
 (b) Retention of Records. Each of Parent and
SpinCo agrees to retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of
state, local, or foreign law) existing on the date hereof or created in respect of (i) any taxable period that ends on or before or includes the Distribution Date or (ii) any taxable period that may be subject to a claim hereunder until
the later of (A) the expiration of the statute of limitations (including extensions) for the taxable periods to which such Tax Returns and other documents relate and (B) the Final Determination of any payments that may be required in
respect of such taxable periods under this Agreement. From and after the end of the period described in the preceding sentence of this Section 8(b), if a member of the Parent Group or the SpinCo Group wishes to dispose of any such records and
documents, then Parent or SpinCo, as the case may be, shall provide written notice thereof to the other party and shall provide the other party the opportunity to take possession of any such records and documents within ninety (90) days after
such notice is delivered; provided, however, that if such other party does not, within such 90-day period, confirm its intention to take possession of such records and documents, Parent or SpinCo, as
the case may be, may destroy or otherwise dispose of such records and documents. Any notice of an intent to dispose given pursuant to this Section 8(b) shall include a list of the Tax Returns to be disposed of describing in reasonable detail
each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax
Return. 

  
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 (c) Remedies. Each of Parent and SpinCo hereby acknowledges and agrees that
(i) the failure of any member of the Parent Group or the SpinCo Group, as the case may be, to comply with the provisions of this Section 8 may result in substantial harm to the Parent Group or the SpinCo Group, as the case may be,
including the inability to determine or appropriately substantiate a Tax Liability (or a position in respect thereof) for which the Parent Group (or a member thereof) or the SpinCo Group (or a member thereof), as applicable, would be responsible
under this Agreement or appropriately defend against an adjustment thereto by a Tax Authority, (ii) the remedies available to the Parent Group for the breach by a member of the SpinCo Group of its obligations under this Section 8 shall
include (without limitation) the indemnification by SpinCo of the Parent Group for any Tax Liabilities incurred or any Tax Benefit lost or postponed by reason of such breach and the forfeiture by the SpinCo Group of any related rights to
indemnification by Parent and (iii) the remedies available to the SpinCo Group for the breach by a member of the Parent Group of its obligations under this Section 8 shall include (without limitation) the indemnification by Parent of the
SpinCo Group for any Tax Liabilities incurred or any Tax Benefit lost or postponed by reason of such breach and the forfeiture by the Parent Group of any related rights to indemnification by SpinCo. 

(d) Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with a Tax
Liability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying
the information being so relied upon, the chief financial officer of SpinCo (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and
complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group
having supplied, pursuant to this Section 8, a member of the Parent Group with inaccurate or incomplete information in connection with a Tax Liability. 

(e) Reliance by SpinCo. If any member of the Parent Group supplies information to a member of the SpinCo Group in connection with a Tax
Liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying
the information being so relied upon, the chief financial officer of Parent (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and
complete. Parent agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group
having supplied, pursuant to this Section 8, a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax Liability. 

9. Resolution of Disputes. The provisions of Article VII of the Separation Agreement (Dispute Resolution) shall apply to any dispute
arising in connection with this Agreement; provided, however, that in the case of disputes arising under this Agreement, Parent and SpinCo shall jointly select the arbitrator, who shall be an attorney or accountant who is generally recognized
in the tax community as a qualified and competent tax practitioner with experience in the tax area involved in the issue or issues to be resolved. 

  
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 10. Payments. 

(a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account
as may from time to time be designated by the parties for such purpose; provided, that on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 11, or (ii) any other
method agreed to by the parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received by the payee. 

(b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from
and after such date through the date of payment, at the Underpayment Rate. 
 (c) Characterization of Payments. For all Income Tax
purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Separation Agreement, as either a contribution by Parent to SpinCo or a distribution by SpinCo
to Parent, as the case may be, occurring immediately prior to the Distribution and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case
may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, that in the
event it is determined (A) pursuant to applicable law that it is more likely than not, or (B) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Tax detriment
as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax position it would have enjoyed absent such applicable law or Final Determination.

 11. Compensatory Equity Interests Treatment. 

(a) Deductions(b) . To the extent permitted by law, (i) Parent (or the appropriate member of the Parent Group) shall claim all
Income Tax deductions arising by reason of (x) exercises of Parent Option Awards held by any Parent Group Employee or Former Employee or SpinCo Group Employee to acquire Parent Shares, (y) payments made with respect to Parent RSU Awards or
(z) payments made with respect to Parent Restricted Stock Awards and (ii) SpinCo (or the appropriate member of the SpinCo Group) shall claim all Income Tax deductions arising by reason of (x) exercises of SpinCo Option Awards held by
any SpinCo Group Employee to acquire SpinCo Shares, (y) payments made with respect to SpinCo RSU Awards or (z) payments made with respect to SpinCo Restricted Stock Awards. 

(b) Withholding. Upon the vesting, payment or settlement, as applicable, of SpinCo Awards, SpinCo shall be solely responsible for
ensuring the satisfaction of all applicable Tax withholding requirements with respect to the SpinCo Awards. Upon the vesting, payment or settlement, as applicable, of Post-Separation Parent Awards, Parent shall be solely responsible for ensuring the
satisfaction of all applicable Tax withholding requirements with respect to the Post-Separation Parent Awards. 

  
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 12. Notices. Notices, requests, permissions, waivers, and other communications
hereunder shall be in writing and shall be deemed to have been duly given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the
following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery of a standard overnight courier or delivered by hand, to the parties at the following addresses (or at such other addresses for a party as
shall be specified by like notice): 
  

			
	 If to Parent, to:
	  	Ziff Davis, Inc.
		  	700 South Flower Street, Suite 1500
		  	Los Angeles, California 90017
		  	Attention:       Legal Department
		  	Email:             legal@j2.com
		
	 If to SpinCo to:
	  	Consensus Cloud Solutions, Inc.
		  	700 South Flower Street, Suite 1500
		  	Los Angeles, California 90017
		  	Attention:       Legal Department
		  	E-mail:           Vithya.aubee@j2.com

 Such names and addresses may be changed by notice given in accordance with this Section 12. 

13. Designation of Affiliate. Each of Parent and SpinCo may assign any of its rights or obligations under this Agreement to any member
of the Parent Group or the SpinCo Group, respectively, as it shall designate; provided, however, that no such assignment shall relieve Parent or SpinCo, respectively, of any obligation hereunder, including any obligation to make a payment
hereunder to SpinCo or Parent, respectively, to the extent such designee fails to make such payment. 
 14. Miscellaneous. Except to
the extent otherwise provided in this Agreement, this Agreement shall be subject to the provisions of Article XIV (Miscellaneous) of the Separation Agreement to the extent set forth therein. 

  
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 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its
behalf by its officers thereunto duly authorized, all as of the day and year first written above. 
  

			
	ZIFF DAVIS, INC.
		
	By:	 	 /s/ Jeremy Rossen

	Name:	 	Jeremy Rossen
	Title:	 	Executive Vice President, Secretary and General Counsel
	
	CONSENSUS CLOUD SOLUTIONS, INC.
		
	By:	 	 /s/ Vithya Aubee

	Name:	 	Vithya Aubee
	Title:	 	Vice President



  
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