Purchase Agreement, dated as of April 9, 2019, by and between Wells Fargo Bank, N.A., Principal Financial Services, Inc. and (for certain limited purposes) Wells Fargo & Company

(iii)          duly executed counterparts to the Ancillary Agreements to which Buyer or any of its Affiliates is contemplated to become a party; and

(iv)          such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 2.8            Proceedings at the Closing.  All proceedings to be taken, documents to be executed and delivered, payments to be made and consideration to be delivered at the Closing shall be deemed to have been taken, executed, delivered and made simultaneously, and, except as provided hereunder, no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

Section 2.9            Closing and Post-Closing Statements.

(a)           Seller shall deliver to Buyer, no later than three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) setting forth Seller’s good-faith estimate, in each case as of the Effective Time, of the (i) Specified Current Liabilities (the “Estimated Specified Current Liabilities”), (ii) Accounts Receivable (the “Estimated Accounts Receivable”) and (iii) Charged-Off Receivables (the “Estimated Charged-Off Receivables”), together with such schedules and data as may be appropriate to support such statement.  The Estimated Closing Statement shall be prepared in the same manner as the Reference Statement, including in accordance with the Agreed Accounting Principles and shall otherwise contain the same line items as the Reference Statement.

(b)           Within one hundred and eighty (180) days after the Closing Date, or such earlier time as determined by Seller, Seller shall prepare and deliver to Buyer a statement setting forth Seller’s good-faith determination of the Net Accounts Receivable as of the Effective Time (the “Initial Closing Statement”).  The Initial Closing Statement shall be prepared in the same manner as the Reference Statement and shall otherwise contain the same line items as the Reference Statement.  In connection with Seller’s preparation of the Initial Closing Statement, Buyer shall (i) provide Seller and its Representatives with reasonable access to all records, books, work papers, reports, correspondence and other similar materials in the possession of Buyer or its Affiliates that relate to information reasonably relevant to the preparation of the Initial Closing Statement, (ii) make available employees of Buyer and its Affiliates knowledgeable about the subject matter of the Initial Closing Statement (including Transferred Employees) to discuss the Initial Closing Statement with Seller and its Representatives and (iii) cause its and its Affiliates’ employees (including Transferred Employees) to provide reasonable cooperation and assistance to Seller and its Representatives in connection with the preparation of the Initial Closing Statement, in each case, upon reasonable advance notice and during normal business hours.

(c)           During the thirty (30) Business Day period immediately following Buyer’s receipt of the Initial Closing Statement (the “Review Period”), Seller shall (i) provide Buyer and its Representatives with reasonable access to Seller’s books, records, work papers, reports, correspondence and other similar materials, and any working papers of Seller’s independent accountants, that relate to information reasonably relevant to the preparation of the Initial

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Closing Statement; provided, however, that Seller’s independent accountants shall not be obligated to make any work papers, reports, correspondence or other similar materials available to Buyer or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Buyer or its Representatives, as applicable, have signed a customary agreement relating to such access to work papers, reports, correspondence, or other similar materials in form and substance reasonably acceptable to such accountants, (ii) make available employees of Seller and its Affiliates knowledgeable about the Initial Closing Statement to discuss the Initial Closing Statement with Buyer and its Representatives and (iii) cause its and its Affiliates’ employees to provide reasonable cooperation and assistance to Buyer and its Representatives in connection with the review of the Initial Closing Statement, in each case, upon reasonable advance notice and during normal business hours.

(d)           Each party agrees that, following the Effective Time through the date that the Final Closing Statement becomes final and binding in accordance with Section 2.10, it will (and will cause its Affiliates to) act in good faith to preserve (and not destroy) any records related to the Accounts Receivable, the Charged-Off Receivables or the Specified Current Liabilities, to the extent relevant to the preparation of the Final Closing Statement.  Seller agrees that, following the Effective Time through the date that the Final Closing Statement becomes final and binding in accordance with Section 2.10, it will (and will cause its Affiliates to) maintain records in a manner consistent with past practice of Seller or any of its Affiliates with respect to the Business to the extent required to meet Seller’s obligations set forth in this Section 2.9 and Section 2.10.  Seller and Buyer acknowledge that the sole purpose of the determination of the Net Accounts Receivable is to adjust the Closing Consideration so as to accurately reflect the Net Accounts Receivable as of the Effective Time.

Section 2.10         Reconciliation of Estimated Closing Statement; Adjustment.

(a)           Buyer shall notify Seller in writing (the “Notice of Disagreement”) prior to the expiration of the Review Period if Buyer disagrees with the Initial Closing Statement.  The Notice of Disagreement shall set forth in reasonable detail (i) the basis for such dispute, (ii) the amounts involved and (iii) Buyer’s determination of the amount of the Net Accounts Receivable as of the Effective Time.  If no Notice of Disagreement is delivered by Buyer prior to the expiration of the Review Period, then the Initial Closing Statement shall be deemed to have been accepted by Buyer and shall become final and binding upon the parties hereto in accordance with Section 2.10(e).

(b)           During the twenty (20) Business Days immediately following the delivery of a Notice of Disagreement (the “Consultation Period”), Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement.  If, during the Consultation Period, Seller and Buyer mutually agree upon any matters set forth in the Notice of Disagreement, they shall signify such agreement in a writing signed by both such parties.

(c)           If, at the end of the Consultation Period, Seller and Buyer have been unable to resolve one or more differences with respect to the matters specified in the Notice of Disagreement, Seller and Buyer shall submit such matters that remain in dispute with respect to the Notice of Disagreement to the Independent Accounting Firm (each a “Disputed Item”). At

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the time of the submission of the Disputed Items to the Independent Accounting Firm, each of Seller and Buyer shall submit to the Independent Accounting Firm a written statement setting forth in reasonable detail their respective positions with respect to the Disputed Items.  Seller and Buyer shall also have the opportunity to submit a written response to the other party’s written statement to the Independent Accounting Firm, no later than ten (10) days following the date of receipt of such other party’s initial written statement.  The failure of either such party to timely deliver its initial written statement or response to such other party’s initial written statement shall constitute a waiver of such party’s right to submit the same, unless the Independent Accounting Firm determines otherwise.  During the review by the Independent Accounting Firm, each of Buyer and Seller and their respective accountants will make available to the Independent Accounting Firm individuals, information, books and records and work papers, as may be reasonably requested by the Independent Accounting Firm to fulfill its obligations under this Section 2.10(c) and Section 2.10(d); provided, however, that Seller’s and Buyer’s respective accountants shall not be obligated to make any work papers available to the Independent Accounting Firm or to the other party hereto except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.  In acting under this Agreement, the Independent Accounting Firm shall act as experts in accounting and not as arbitrators.  All written communications to or from the Independent Accounting Firm, on the one hand, and Seller or Buyer (or any of their respective Representatives), on the other hand, shall be delivered simultaneously to Seller and Buyer, as applicable.  In determining the Disputed Items, the Independent Accounting Firm shall be bound by the terms of this Agreement (including the Reference Statement) and shall not conduct any independent review of any matters.

(d)           With respect to each Disputed Item, such determination, if not in accordance with the position of either Seller or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Buyer in the Notice of Disagreement or by Seller in the Initial Closing Statement with respect to such disputed line item.  During such determination period, the Independent Accounting Firm also shall be instructed to (i) prepare a statement of the Net Accounts Receivable as of the Effective Time based upon all of the line items not disputed by the parties hereto and the line items determined by the Independent Accounting Firm in accordance with the foregoing provisions and (ii) determine the amount of the Net Accounts Receivable reflected on such statement.  Seller and Buyer shall instruct the Independent Accounting Firm to (A) make a final determination only in respect of Disputed Items, (B) make such determination in a manner consistent with the manner in which the Reference Statement was prepared and (C) deliver such determination to such parties within thirty (30) Business Days after such submission, which determination shall be binding on the parties hereto and shall not be subject to appeal (absent manifest or mathematical error); provided that the failure of the Independent Accounting Firm to deliver its written decision within such time period shall not constitute a defense or objection to the finality or enforcement of such determination.  The statement of the Net Accounts Receivable that is final and binding on the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.10(a) or 2.10(b) or through the action of the Independent Accounting Firm, pursuant to this Section 2.10(d), is referred to as the “Final Closing Statement.”  The cost of, and expenses associated with, the Independent Accounting Firm’s review and determination shall be shared equally by Seller, on the one hand, and Buyer, on the other hand.

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(e)                                  Not later than three (3) Business Days after the Final Closing Statement is final and binding on the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.10(a) or 2.10(b) or through the action of the Independent Accounting Firm, pursuant to Section 2.10(d):

(i)                                     The “Post-Closing Adjustment” shall be the amount of the (A) Net Accounts Receivable set forth in the Final Closing Statement minus (B) Net Estimated Accounts Receivable, which amount shall be positive or negative.

(ii)                                  If the Post-Closing Adjustment is a positive amount, then Buyer shall pay in cash to an account designated by Seller (for its own account or as agent for the account of its applicable Affiliates) the amount of the Post-Closing Adjustment.

(iii)                               If the Post-Closing Adjustment is a negative amount, then Seller shall pay in cash to an account designated by Buyer (for its own account or as agent for the account of its applicable Affiliates) the absolute value of the amount of the Post-Closing Adjustment.

(f)                                   The “Purchase Price” shall be equal to the Closing Consideration, as adjusted in accordance with this Article II.  Notwithstanding anything to the contrary contained herein, any payments under this Section 2.10 shall be treated as adjustments to the Purchase Price for any Tax purposes, except as otherwise required by Law.

Section 2.11                            Earn-Out Payment.

(a)                                 Seller shall deliver to Buyer, on the Closing Date, a statement (the “Base Date Fee Revenue Statement”) setting forth Seller’s calculation of the Base Date Fee Revenue, together with such schedules and data as may be appropriate to support such statement.

(b)                                 During the sixty (60) day period immediately following Buyer’s receipt of the Base Date Fee Revenue Statement (the “Base Date Review Period”), Seller shall provide Buyer and its Representatives with reasonable access to (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Seller or its Affiliates that relate to the calculation of the Base Date Fee Revenue and the preparation of the Base Date Fee Revenue Statement and (y) employees, accountants and auditors of Seller and its Affiliates knowledgeable about the subject matter of the Base Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours.

(c)                                  Buyer shall notify Seller in writing (the “Base Date Notice of Disagreement”) prior to the expiration of the Base Date Review Period if Buyer disagrees with the Base Date Fee Revenue Statement.  The Base Date Notice of Disagreement shall set forth in reasonable detail (i) the basis for such dispute and (ii) the amounts involved, to the extent available at the time.  If no Base Date Notice of Disagreement is delivered by Buyer prior to the expiration of the Base Date Review Period, then the Base Date Fee Revenue Statement shall be deemed to have been accepted by Buyer and shall become final and binding upon the parties hereto, which sets forth the Final Base Date Fee Revenue.  The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 and comparable state rules of evidence shall

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apply to negotiations during the Base Date Consultation Period and any subsequent compromise negotiations.

(d)                                 During the twenty (20) Business Days immediately following the delivery of the Base Date Notice of Disagreement (the “Base Date Consultation Period”), Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Base Date Notice of Disagreement.  If, during the Base Date Consultation Period, Seller and Buyer mutually agree upon any matters set forth in the Base Date Notice of Disagreement, they shall signify such agreement in a writing signed by both such parties, and if all such matters are resolved, they shall agree upon a final and binding Base Date Fee Revenue Statement, which sets forth the Final Base Date Fee Revenue.

(e)                                  If, at the end of the Base Date Consultation Period, Seller and Buyer have been unable to resolve one or more differences with respect to the matters specified in the Base Date Notice of Disagreement, Seller and Buyer shall submit such matters that remain in dispute with respect to the Base Date Notice of Disagreement to the Independent Accounting Firm (each a “Base Date Disputed Item”). The Independent Accounting Firm shall resolve each Base Date Disputed Item in accordance with the procedures applicable to resolution of Disputed Items as set forth in Section 2.10(c), mutatis mutandis. The statement of the Base Date Fee Revenue that is final and binding on the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.11(c) or Section 2.11(d) or through the action of the Independent Accounting Firm, pursuant to this Section 2.11(e), is referred to as the “Final Base Date Fee Revenue”.  The cost of, and expenses associated with, the Independent Accounting Firm’s review and determination of the Final Base Date Fee Revenue shall be shared equally by Seller, on the one hand, and Buyer, on the other hand.

(f)                                   Buyer shall (or shall cause an Affiliate of Buyer to) deliver to Seller, no earlier than January 1, 2021 or later than March 31, 2021, a statement (the “Measurement Date Fee Revenue Statement”) setting forth Buyer’s calculation of the Measurement Date Fee Revenue, together with such schedules and data as may be appropriate to support such statement.  Seller shall reasonably cooperate with and assist Buyer and its Representatives in connection with Buyer’s preparation of the Measurement Date Fee Revenue Statement, including providing Buyer and its Representatives with reasonable access to (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Seller or its Affiliates that relate to the calculation of the Measurement Date Fee Revenue and information reasonably relevant to the preparation of the Measurement Date Fee Revenue Statement and (y) employees of Seller and its Affiliates knowledgeable about the calculation of the Measurement Date Fee Revenue and the subject matter of the Measurement Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours.

(g)                                  During the sixty (60) day period immediately following Seller’s receipt of the Measurement Date Fee Revenue Statement (the “Earn-Out Review Period”), Buyer shall provide Seller and its Representatives with reasonable access to (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Buyer or its Affiliates that relate to the calculation of the Measurement Date Fee Revenue and the preparation of the Measurement Date Fee Revenue Statement and (y) employees, accountants and auditors of

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Buyer and its Affiliates knowledgeable about the subject matter of the Measurement Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours.

(h)                                 Seller shall notify Buyer in writing (the “Earn-Out Notice of Disagreement”) prior to the expiration of the Earn-Out Review Period if Seller disagrees with the Measurement Date Fee Revenue Statement.  The Earn-Out Notice of Disagreement shall set forth in reasonable detail (i) the basis for such dispute and (ii) the amounts involved, to the extent available at the time.  If no Earn-Out Notice of Disagreement is delivered by Seller prior to the expiration of the Earn-Out Review Period, then the Measurement Date Fee Revenue Statement shall be deemed to have been accepted by Seller and shall become final and binding upon the parties hereto, which sets forth the Final Measurement Date Fee Revenue.  The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 and comparable state rules of evidence shall apply to negotiations during the Earn-Out Consultation Period and any subsequent compromise negotiations.

(i)                                     During the twenty (20) Business Days immediately following the delivery of the Earn-Out Notice of Disagreement (the “Earn-Out Consultation Period”), Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Earn-Out Notice of Disagreement.  If, during the Earn-Out Consultation Period, Seller and Buyer mutually agree upon any matters set forth in the Earn-Out Notice of Disagreement, they shall signify such agreement in a writing signed by both such parties, and if all such matters are resolved, they shall agree upon a final and binding Measurement Date Fee Revenue Statement, which sets forth the Final Measurement Date Fee Revenue.

(j)                                    If, at the end of the Earn-Out Consultation Period, Seller and Buyer have been unable to resolve one or more differences with respect to the matters specified in the Earn-Out Notice of Disagreement, Seller and Buyer shall submit such matters that remain in dispute with respect to the Earn-Out Notice of Disagreement to the Independent Accounting Firm (each, an “Earn-Out Disputed Item”). The Independent Accounting Firm shall resolve the each Earn-Out Disputed Item in accordance with the procedures applicable to resolution of Disputed Items as set forth in Section 2.10(c), mutatis mutandis. The statement of the Measurement Date Fee Revenue that is final and binding on the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.11(h) or Section 2.11(i) or through the action of the Independent Accounting Firm, pursuant to this Section 2.11(j), is referred to as the “Final Measurement Date Fee Revenue”.  The cost of, and expenses associated with, the Independent Accounting Firm’s review and determination of the Final Measurement Date Fee Revenue shall be shared equally by Seller, on the one hand, and Buyer, on the other hand.

(k)                                 If the Earn-Out Payment is a positive amount, then not later than the later of (i) the fifth (5th) Business Day after the Final Measurement Date Fee Revenue becomes final and binding in accordance with this Section 2.11(k) and (ii) the second anniversary of the Closing Date (the “Earn-Out Payment Date”), Buyer shall pay to Seller or its designee, by wire transfer of immediately available funds to an account or accounts designated by Seller at least two (2) Business Days prior to the Earn-Out Payment Date, an amount in cash equal to the Earn-Out Payment.

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(l)                                     From the Closing until the Measurement Date (the “Earn-Out Period”), Buyer shall (and shall cause its Affiliates to):

(i)                                     use commercially reasonable efforts to retain the Base Date Customers as customers of Buyer or its applicable Affiliates, and maintain the fee revenue associated with the Base Date Customers and each plan (as defined herein), by applying a degree of care and diligence no less stringent, in aggregate, than they apply in retaining customers of, and maintaining fee revenue associated with, customers of Buyer and its Affiliates’ similar businesses; and

(ii)                                  not take, or cause to be taken, any action, including any action with respect to Transferred Employees who are relationship managers or serve in a similar role,  that reduces the revenue of Buyer and its Affiliates generated, or to be generated, in respect of any Customer Contract (and plan (as defined herein) thereunder) acquired by Buyer or its Affiliates hereunder, unless (A) such action is (x) undertaken in the ordinary course of business or (y) in the best interests of Buyer or its Affiliates, as applicable, as determined in good faith by senior management of Buyer or its Affiliates, as applicable (but excluding for purposes of such determination the possible benefit to Buyer and its Affiliates of not paying all or any portion of the Earn-Out Payment), and (B) the primary purpose of such action is a legitimate business purpose other than effecting a reduction of the Earn-Out Payment

(m)                             In the event that, during the Earn-Out Period, Buyer or any of its Affiliates shall, directly or indirectly, either in one or a series of transactions, (i) sell, transfer, assign or otherwise dispose of all or substantially all of the Customer Contracts and/or the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates to any Person who is not an Affiliate of Buyer or (ii) consummate any consolidation, merger, combination or other similar transaction in which the voting control of Buyer or any of its Affiliates that operates or conducts a non-de minimis portion of the recordkeeping, trust and custody and/or discretionary business of Buyer and its Affiliates is transferred to a Person who is not an Affiliate of Buyer (any transaction contemplated by clauses (i) or (ii) being referred to as a “Sale Transaction”), then, in each case, the obligation of Buyer to pay the Earn-Out Payment to Seller (at maximum performance levels) hereunder shall be accelerated and Buyer shall (A) promptly provide notice of the Sale Transaction to Seller (upon the entry into an agreement to effect and consummation of a Sale Transaction) and (B) no later than ten (10) calendar days following the earlier of the entry into an agreement to effect a Sale Transaction or the consummation of a Sale Transaction, pay the Earn-Out Payment to Seller (at maximum performance levels).  For avoidance of doubt, if Buyer is merged, consolidated or combined into any other person, the successor of Buyer shall expressly assume the obligations of Buyer, as applicable, under this Section 2.11.

(n)                                 No later than thirty (30) days following the conclusion of any calendar quarter during the Earn-Out Period, Buyer shall provide a report to Seller that sets forth in reasonable detail, with respect to such concluded quarter, applicable information affecting the determination of Measurement Date Fee Revenue (as specified in the definition thereof). Seller shall treat information provided pursuant to this Section as Business Confidential Information in accordance with Section 5.4(c).  Upon Seller’s request, Buyer shall promptly provide to Seller reasonable back-up information evidencing the manner in which the amounts set forth in the

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foregoing quarterly reports were calculated.  Seller shall provide Buyer reasonable cooperation and assistance in connection with the preparation of the reports contemplated by this Section, including access to Books and Records relating to the relevant Customer Contracts pursuant to Section 5.6(c), and shall make available employees of Seller who maintain such Books and Records or who may otherwise assist in the preparation of such reports.

(o)                                 Buyer shall, and shall cause its Affiliates to, maintain books and records and data that reasonably support Buyer’s compliance with the covenants and obligations set forth in Section 5.6(a) and 5.6(b).

(p)                                 For the avoidance of doubt, (i) any disagreement or other dispute among the parties in connection with Section 2.11(l)-(o) shall not be subject to the dispute procedures set forth in Section 2.11(a)-(k), but rather shall be subject to the procedures set forth in Article VIII hereof and (ii) Buyer shall not be liable for any breach of Section 2.11(l)-(o) to the extent such breach was caused by Seller’s breach of Sections 2.12-2.14 of the Transitional Services Agreement.

Section 2.12                            Purchase Price Allocation.

(a)                                 The parties hereto agree to report the allocation of the total consideration (including any Assumed Liabilities) as determined for U.S. federal income Tax purposes among the Purchased Assets in a manner consistent with Section 1060 of the Code and report such allocation on IRS Form 8594 and any other forms or statements required by the Code, Treasury Regulations, the IRS or any other applicable state or local Tax Authority.

(b)                                 Buyer shall deliver its proposed allocation on IRS Form 8594 to Seller within one hundred and twenty (120) days following the Closing Date.  Seller and Buyer shall discuss Buyer’s proposed allocation in good faith; provided, however, that each party will be entitled to report the allocation it determines appropriate (pursuant to Section 1060 of the Code) to the IRS or any applicable state or local Tax Authority.

Section 2.13                            Tax Withholding.  Notwithstanding any provision herein to the contrary, Buyer shall not be entitled to deduct or withhold from the Purchase Price any amount, except as required by Law.  If any Law requires the deduction or withholding of any Tax from the Purchase Price, Buyer shall be entitled to deduct or withhold such amounts; provided that as soon as reasonably practicable after Buyer becomes aware that any amount is required to be so withheld and in no event later than seven (7) Business Days prior to the Closing, Buyer shall provide to Seller written notice of the amounts to be so deducted or withheld and Buyer shall cooperate with Seller in good faith to minimize or eliminate such withholding Taxes.  Any amounts so deducted or withheld shall be remitted to the applicable Tax Authority and shall be treated for all purposes of this Agreement as having been paid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, and except as set forth in the Seller Disclosure Letter (subject

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to Section 10.11), Seller hereby represents and warrants to Buyer as of the date hereof and as of the Effective Time as follows:

Section 3.1                                   Due Organization and Good Standing. Seller is a national banking association organized, validly existing and in good standing under the Laws of the United States of America, and Seller Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Seller has the organizational power and authority to own, lease and operate all of the properties and assets to the extent related to the Business and to carry on the Business as it is now being conducted. Each Seller Party is duly licensed or qualified to do business in each jurisdiction in which the nature of the Business makes such licensing or qualification necessary to the operation of the Business, except where the failure to be so licensed or qualified would not reasonably be expected to be material and adverse to the Business, taken as a whole.

Section 3.2                                   Authorization of Transaction.

(a)                                 Seller has all requisite corporate (or other organizational) power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, as applicable, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is or will become a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate (or other organizational) action on the part of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is or will become a party, or to consummate the transactions contemplated hereby or thereby.

(b)                                 This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement to which Seller is a party will be duly executed and delivered by Seller and will, assuming such Ancillary Agreement has been duly executed and delivered by the applicable Buyer Party, constitute a valid and binding obligation of Seller, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”)).

(c)                                  Seller Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party.  The execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements to which it is or will become a party have been duly and validly authorized by all necessary corporate action on the part of Seller Parent, and no other corporate proceedings on the part of Seller Parent are necessary to authorize the execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements to which it is or will become a party.  This Agreement has been duly executed and delivered by

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Seller Parent and, assuming due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of Seller Parent, and each Ancillary Agreement to which Seller Parent is a party will be duly executed and delivered by Seller Parent and will, assuming such Ancillary Agreement has been duly executed and delivered by the applicable Buyer Party, constitute a valid and binding obligation of Seller Parent, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exceptions).

Section 3.3                                   Governmental Filings.  No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity (collectively, the “Seller Governmental Filings”) is required in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements by Seller, except for (a) the Seller Governmental Filings set forth in Section 3.3 of the Seller Disclosure Letter, (b) the Seller Governmental Filings under applicable United States or foreign competition and antitrust Laws, (c) the Seller Governmental Filings that become applicable as a result of matters specifically related to Buyer or its Affiliates and (d) such other Seller Governmental Filings that would not have, or be reasonably expected to have, a Material Adverse Effect should Seller fail to make or obtain them.

Section 3.4                                   Financial Statements.

(a)                                 Section 3.4 of the Seller Disclosure Letter sets forth true and complete copies of the Financial Statements.  The Financial Statements (i) are unaudited, (ii) were derived from the applicable books and records of Seller, (iii) have been prepared in accordance with the Agreed Accounting Principles, and (iv) fairly present, in all material respects, in the case of the Balance Sheets, the financial position of the Purchased Assets and Assumed Liabilities and, in the case of the Income Statements, the results of operations the Business (subject to customary year-end adjustments and the absence of notes) in accordance with such Agreed Accounting Principles as of the respective dates thereof and the results of operations for the periods then ended.

(b)                                 Seller maintains a system of internal accounting controls to provide reasonable assurances regarding the reliability of financial reporting related to the Business, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Financial Statements, and to maintain reasonably accurate accountability for its assets related to the Business, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.

(c)                                  Except (i) as reflected or reserved against in the Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since December 31, 2018, (iii) for the Retained Liabilities, (iv) as set forth in Section 3.4(c) of the Seller Disclosure Letter and (v) for liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, there are no Liabilities of the Business that would be required under GAAP to be reflected in the Financial Statements.

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(d)                                 Seller has delivered to Buyer a true, correct and complete copy of the due diligence report dated October 31, 2018 prepared by a Third Party accounting firm (the “Third Party Accounting Firm”) with respect to the Business (together with any exhibits and appendices thereto, the “Diligence Report”).  Seller has complied in all material respects with all information requests by the Third Party Accounting Firm in connection with its preparation of the Diligence Report.  All of the factual information and data furnished by Seller and its Affiliates to the Third Party Accounting Firm in connection with the preparation of the Diligence Report were (i) derived from the relevant Books and Records and (ii) accurate in all material respects as of the date delivered to the Third Party Accounting Firm, subject in each case to any limitations and qualifications contained in the Diligence Report.

(e)                                  The representations and warranties set forth in Section 3.4(e) of the Seller Disclosure Letter are hereby incorporated herein by reference.

Section 3.5                                   No Conflict or Violation.  Assuming all Governmental Filings described in Section 3.3 or Section 4.3, or listed in Section 3.3 of the Seller Disclosure Letter or Section 4.3 of the Buyer Disclosure Letter, have been obtained or made (and any applicable waiting period has expired or terminated), the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby do not:

(a)                                 violate (i) any Law to which Seller or the Business is subject, or (ii) the terms of any permit applicable to the operation of the Business (as of the date hereof) issued by any Governmental Entity to Seller;

(b)                                 require a consent or approval under, conflict with, result in a violation or breach of, or a loss or impairment of any right under, or constitute a default under, result in the acceleration of, or create in any party the right to terminate, any Material Contract or Assumed Lease;

(c)                                  result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any of Purchased Assets; or

(d)                                 violate the constituent organizational documents of Seller;

except, with respect to clauses (a), (b) and (c), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.6                                   Legal Proceedings.  There are no Actions pending or, to the Knowledge of Seller, threatened in any written notice addressed and delivered to Seller or any of its Affiliates against Seller (in respect of the Business, the Purchased Assets or the Assumed Liabilities) except as (a) set forth in Section 3.6 of the Seller Disclosure Letter or (b) would not, if adversely determined, (i) reasonably be expected to result in a judgment, settlement or order for Liabilities to the Business in excess of one hundred thousand dollars ($100,000) in the aggregate or (ii) materially impair or delay the consummation of the transactions contemplated hereby or by the Ancillary Agreements.  Seller is not subject to any material final, binding and non-appealable Governmental Order relating to the Business.

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Section 3.7                                   Absence of Certain Changes.  Except as otherwise contemplated hereby, since December 31, 2018 through the date of this Agreement (a) the Business has been conducted in the ordinary course of business consistent with past practice in all material respects; (b) there has not been any Material Adverse Effect and (c) none of Seller or any of its Affiliates has taken any action or failed to take any action that would have resulted in a breach of clauses (vi), (xii) or (xiii) of Section 5.1(b), had such clauses of Section 5.1(b) been in effect following December 31, 2018.

Section 3.8                                   Labor and Employees.

(a)                                 As of the date hereof, (i) no labor strike, lockout or material work stoppage is pending or, to the Knowledge of Seller, threatened against the Business, and no such labor strike, lockout or material work stoppage has occurred within the last three (3) years preceding the date of this Agreement; (ii) to the Knowledge of Seller, no Business Employee has filed any pending arbitration, lawsuit or administrative proceeding against Seller (exclusively with respect to the Business) that, if decided adversely to Seller, would reasonably be expected to create a Liability to the Business in excess of one hundred thousand dollars ($100,000); (iii) Seller is not a party to or bound by any collective bargaining agreement with respect to the Business Employees; (iv) no labor unions, works councils, or other organizations or groups represent, or to the Knowledge of Seller, purport to represent any Business Employees with respect to their employment in the Business; and (v) to the Knowledge of Seller, no union organizing activities, campaigns, petitions or other unionization activities directed at Seller seeking recognition of a bargaining unit with respect to Business Employees are pending or threatened.

(b)                                 As of the date hereof, Seller and its Affiliates are in compliance, with respect to Business Employees, in all material respects, with all Laws respecting labor, employment, fair employment practices, employment standards, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, employment classification, the WARN Act, the Fair Labor Standards Act, withholding of taxes, employment discrimination, equal opportunity, employee leave issues and unemployment insurance and related matters.

(c)                                  Section 1.1(D) of the Seller Disclosure Letter sets forth a true and complete listing, as of the date hereof, of each Business Employee by name (the “Business Employee List”), along with (i) his or her currently effective annual base salary or currently effective hourly wage rate, as applicable, and the amount of any bonuses or commissions paid or payable in respect of such Business Employee’s service in 2018 and 2019, (ii) his or her corporate hire date, as stated in Seller’s system of record and completed years of service with Seller, (iii) his or her current position or title, (iv) the city and state (or, as applicable, country) of such Business Employee’s current primary work location (other than Business Employees who primarily work from a home location, in which case the closest work location to such Business Employee’s home), (v) his or her current target cash incentive opportunity (if applicable), (vi) full-time or part-time status, and (vii) exempt or non-exempt status under the Fair Labor Standards Act for U.S. Business Employees.  The Business Employee List does not include any employees of Seller or its Affiliates who are not Business Employees.  Seller represents and warrants that, except to the extent specified in Section 1.1(D) of the Seller Disclosure Letter, the

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Business Employees constitute all of the employees of Seller and its Affiliates whose services are required to administer, operate and oversee the Business in a an efficient and effective manner.

(d)                                 Since December 31, 2018, Seller and its Affiliates have not transferred or modified the job responsibilities of any person employed by Seller or any of its Affiliates who was providing services primarily to or on behalf of the Business that has resulted in such person not meeting the definition of a Business Employee, except for such transfers or modifications in the ordinary course of business and consistent with past practice and that would not adversely affect or impair the Business in any material respect.

(e)                                  Except as set forth in Section 3.8(e) of the Seller Disclosure Letter, as of the date hereof and to the Knowledge of Seller, with respect to Business Employees, (i) there are no collective bargaining, works council or similar labor agreements concerning any Business Employee (each, a “Labor Agreement”) to which Seller or its Affiliates are parties or bound, nor is Seller or any of its Affiliates negotiating any such Labor Agreement with any labor organization, labor union, workers’ association, works council or similar employee representative organization; (ii) none of the Business Employees is represented by any labor union, workers’ association, works council or similar employee representative organization with respect to their employment with Seller or any of its Affiliates, (iii) (A) there are no organizational campaigns, petitions, certification proceedings or other material unionization activities seeking recognition of a bargaining unit or a representation proceeding pending or threatened by or with respect to any Business Employees, (B) there are no material strikes, slowdowns, lockouts, work stoppages, or similar material labor disputes pending or threatened against or affecting the Business, or (C) there are no inspections and investigations of Seller or its Affiliates by any labor authority pending or threatened with respect to the Business; and (iv) there is no material unfair labor practice charge or complaint or labor arbitration pending against Seller or its Affiliates related to any Business Employee.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Labor Agreement, to which Seller or any of its Affiliates is a party or bound.

Section 3.9                                   Taxes.  (a)  All material Tax Returns with respect to the Purchased Assets and the Business have been timely filed (taking into account applicable extensions) and are correct and complete in all material respects and all material Taxes (whether or not reflected on such filed Tax Returns) required to be paid with respect to the Purchased Assets and the Business have been paid, or adequate reserves therefor have been provided on the Financial Statements; (b) there are no Encumbrances for Taxes on any of the Purchased Assets, other than Permitted Encumbrances; and (c) except insofar as Section 3.4, Section 3.10 and Section 3.13 relate to Taxes, notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Seller in this Section 3.9 constitute the sole and exclusive representations and warranties made regarding Taxes or other Tax matters.

Section 3.10                            Plan Administration.

(a)                                 Each Plan, including all related trust documents, custody agreements and funding instruments, has been administered and operated by Seller, to the extent of Seller’s

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obligations with respect thereto, materially in accordance with (i) its terms and conditions and any associated recordkeeping or administrative agreements as provided to Seller, including any direction or election properly made in accordance with such terms by the Plan sponsor, any Plan participant or any other third party entitled to provide such a direction or make such an election under the Plan and (ii) the applicable requirements of the Code and the Treasury Regulations.  Without limiting the generality of the foregoing, (A) any and all loans administered under any Plan that is intended to qualify under Section 401(a) of the Code have been administered by Seller materially in compliance with (x) its obligations with respect to the Plan pursuant to the Plan’s terms provided to Seller, (y) any applicable Seller loan procedures and (z) Law, and (B) each Plan that is a nonqualified deferred compensation plan subject to the requirements of Section 409A of the Code has been administered by Seller to the extent of its obligations thereto materially in compliance with (x) the terms of the Plan as provided to Seller and (y) Law, in each case, except to the extent that any such non-compliance can be corrected under applicable procedures issued by the IRS without any material penalty to any Plan participant or any material expense to Seller or, following the Closing, Buyer or any of its Affiliates.

(b)                                 To the Knowledge of Seller, no circumstance or condition exists or has occurred with respect to any Plan, including all related trust documents, custody agreements and funding instruments, or the administration or operation thereof, that has caused or would reasonably be expected to cause Seller or any of its Affiliates or, following the Closing, Buyer or any of its Affiliates, to incur any material liability for breach of Seller’s or its Affiliates’ fiduciary responsibilities (including co-fiduciary liabilities).

Section 3.11                            Compliance With Law.

(a)                                 Except for compliance with Privacy Laws, and except as it relates to operation of the Employee Benefit Plans, which shall be governed exclusively by Section 3.12 and Section 3.13, respectively, since July 1, 2017, the Business has been operated in compliance in all material respects with all Laws.  Since July 1, 2017, Seller has not (i) received any written notice from any Governmental Entity regarding any material violation of Law by Seller or written request from any Governmental Entity for changes to the operation of the Business to comply or increase compliance with Law or (ii) filed with, or otherwise provided to, any Governmental Entity any written notice regarding any material violation of Law by Seller, in each case, with respect to the Business.

(b)                                 Seller (with respect to the Business) has timely filed (subject to valid extensions) all reports, forms, schedules, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since July 1, 2017 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith, except, in each case, where the failure to do so would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.

(c)                                  Since July 1, 2017, Seller (with respect to the Business) has been in compliance in all material respects with (i) the U.S. Foreign Corrupt Practices Act of 1977 (as amended) and all other Laws relating to anti-corruption or anti-bribery applicable to Seller (with respect to the Business) and the Business (the “Anti-Corruption Laws”); (ii) Laws relating to economic restrictions, export controls, trade embargoes and other restrictive measures imposed,

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administered or enforced by a Governmental Entity, in each case, applicable to Seller (with respect to the Business) and the Business and (iii) Anti-Money Laundering Laws applicable to Seller (with respect to the Business) and the Business.

(d)                                 Seller has not, and to the Knowledge of Seller none of the officers, directors, employees or agents of Seller (with respect to the Business) (acting in his or her capacity as such) have, since July 1, 2017, made, in connection with the Business, any payments of money, property, or anything else of value to any (i) Government Official or (ii) other Person to obtain special concessions or to secure some other improper advantage, in each case, where such payment would violate applicable Anti-Corruption Laws.

(e)                                  Other than with respect to Plans, (i) since July 1, 2017, Seller, with regard to all accounts related to the Business for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, or investment advisor, has not failed in any material respect to administer such accounts in accordance with the applicable governing documents and Law, other than as set forth in Section 3.11(e) of the Seller Disclosure Letter and (ii) neither Seller, nor to the Knowledge of Seller, any of its directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.  The accountings for each such fiduciary account are true and correct in all material respects and accurately reflect in all material respects the assets of such fiduciary account.

Section 3.12                            Privacy Laws and Policies.  Since July 1, 2017, Seller and its Affiliates have, (a) posted privacy statements addressing the collection, retention, use and distribution of Personal Information Related to the Business, except where the absence of such statement has not had, or reasonably could have been expected to have had, a material and adverse effect on the Business, and (b) complied in all material respects with such statements and all of their respective contractual commitments to customers, website visitors or other end users regarding the collection, retention, use, disclosure, disposal and security of such Personal Information.  The operation of the Business has, since July 1, 2017, complied in all material respects with applicable Privacy Laws.  Since July 1, 2017, neither Seller nor any of its Affiliates has received any written claims, notices or complaints alleging misuse or violations of Law with respect to Personal Information collected by or on behalf of Seller or its Affiliates and used in the Business or the disclosure, retention, misuse or security of any such Personal Information, or alleging a violation of any person’s privacy, personal or confidentiality rights.  To the Knowledge of Seller, since July 1, 2017, there has been no Data Breach that had, or reasonably could have been expected to have had, a material and adverse effect on the Business.

Section 3.13                            Employee Benefit Plans.

(a)                                 Section 3.13(a) of the Seller Disclosure Letter sets forth a list of all material Employee Benefit Plans.  Seller has provided or made available to Buyer, with respect to each material Employee Benefit Plan, as applicable, (i) a true and complete copy of the applicable plan document (and all amendments thereto) comprising an Employee Benefit Plan or a summary thereof and (ii) the most recent determination letter or opinion letter from the IRS.

(b)                                 Except as would not reasonably be expected to result in a material Liability to Buyer or its Affiliates (taken as a whole), each Employee Benefit Plan has been

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established, maintained, administered and operated in compliance with Law and the terms of such Employee Benefit Plan, in each case, as it relates to Business Employees.

(c)                                  Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined to be so qualified and, to the Knowledge of Seller, no event has occurred that would reasonably be expected to adversely affect the qualified status of any such Employee Benefit Plan.

(d)                                 Except as set forth in Section 3.13(d) of the Seller Disclosure Letter or as would not reasonably be expected to result in material Liability to Buyer or its Affiliates (taken as a whole), no (i) Liability under Section 302 or Title IV of ERISA or Section 412 of the Code has been incurred by Seller or any of its Affiliates that has not been satisfied in full, (ii) condition exists that would reasonably be expected to result in any such Liability, (iii) Employee Benefit Plan is a “multiemployer plan” within the meaning of Section 4001(A)(3) of ERISA, and (iv) Employee Benefit Plan, program, or arrangement provides for medical, life insurance or other welfare type benefits after termination of employment (except to the extent required by Law).

(e)                                  Except as set forth in Section 3.13(e) of the Seller Disclosure Letter and subject to Buyer’s compliance with its obligations to make (and comply with its obligations in respect of) a Comparable Job Offer to each Business Employee, the consummation of the transactions contemplated by this Agreement, alone or together with any other event, shall not (i) entitle any Business Employee to any payment, including severance pay or an increase in severance pay, (ii) accelerate the time of payment, funding or vesting of compensation or benefits, or increase the amount of compensation or benefits, under any Employee Benefit Plan, due to any Business Employee or (iii) result in any payment (whether cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).  No Business Employee is entitled to receive any additional payment (including any Tax gross-up or other payment) from Seller or any of its Affiliates as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code.

Section 3.14                            Real Property.

(a)                                 Section 3.14(a) of the Seller Disclosure Letter sets forth the address of each Leased Real Property, and a true and complete list of all Assumed Leases (including all material amendments, extensions, renewals, guaranties and other material agreements with respect thereto) for each such Leased Real Property.  Seller has made available to Buyer true and complete copies of each Assumed Lease.  Each Assumed Lease is a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, each other party thereto, enforceable against Seller, subject to proper authorization and execution of such Assumed Lease by the other parties thereto, and, to the Knowledge of Seller, each other party thereto in accordance with its terms, and is in full force and effect, subject to the Bankruptcy and Equity Exceptions.  Seller is not in material breach or material default under any such Assumed Lease, and, to the Knowledge of Seller, no other party is in material breach or material default under any Assumed Lease and no

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event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a material breach or default.

(b)                                 Seller and its Affiliates do not own any real property used in or relating to the Business, and the Purchased Assets do not include any interest in any real property.

Section 3.15                            Intellectual Property.

(a)                                 Section 3.15(a) of the Seller Disclosure Letter sets forth a true, correct and complete list of all Registered Business IP.  For each item of Registered Business IP, Section 3.15(a) of the Seller Disclosure Letter lists (i) the record owner of such item and, if different, the legal owner and beneficial owner of such item; (ii) the applicable issuance, application, or registration date or serial or other identification number for such item; and (iii) for each domain name registration, the applicable domain name registrar, the name of the registrant, and the expiration date for the registration.

(b)                                 As of the date hereof, Seller or one of its Affiliates is the sole and exclusive owner of all right, title and interest in and to each item of Business IP that is material to the Business, free and clear of all Encumbrances, other than Permitted Encumbrances.  Each Person who is or was an employee or independent contractor of Seller or one of its Affiliates and who made a material contribution to the creation of development of any Business IP that is material to the Business has signed an agreement that effectively and validly assigns to Seller or such Affiliate all of such Person’s rights in such contribution or Seller and its Affiliates otherwise own all such rights as a matter of Law. The Registered Business IP issued or granted by a Governmental Entity is subsisting and, to the Knowledge of Seller, is valid and enforceable.

(c)                                  From July 1, 2017 through the date hereof, (i) the Business as conducted did not and does not infringe, misappropriate or otherwise violate any Third Party’s Intellectual Property (other than rights in any patent), (ii) to the Knowledge of Seller, the Business as conducted did not and does not infringe, misappropriate or otherwise violate any Third Party’s rights in any patent, (iii) to the Knowledge of Seller, no Person has been and is infringing, misappropriating or otherwise violating any Business IP and (iv) no claim has been brought or made, and there is no claim pending or, to the Knowledge of Seller, threatened in writing, by or against Seller or any of its Affiliates related to either of the foregoing.

(d)                                 Seller has taken and takes commercially reasonable actions to protect (i) the confidentiality of any Trade Secrets included in the Business IP, or Trade Secrets of any Third Party with respect to which Seller and its Affiliates have a confidentiality obligation, and that, in either case, are material to the Business (including execution of confidentiality agreements by officers, directors and employees of, and consultants to, Seller and its Affiliates who have access to such Trade Secrets) and (ii) the confidentiality and data security of all Personal Information held by Seller or one of its Affiliates and used in the Business against a Data Breach.  To the Knowledge of Seller, there has not been any disclosure of any such material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information.

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(e)                                  The Software included in the Business IP does not include any open source or “copyleft” Software that would (i) require, based on the use of such Software as used prior to the date hereof, any material components of such Software to be licensed, disclosed or distributed to any Third Party under any terms, including making the source code publicly available or (ii) otherwise have a material adverse effect on the Business.

(f)                                   The Software included in the Business IP (i) to the Knowledge of Seller, includes no malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component) that is intended to damage, destroy, impede the operation of, allow unauthorized access to or alter any such Software or present a material risk of disclosure of Business Confidential Information; and (ii) has not materially malfunctioned or failed in a manner that has had a material adverse effect on the Business during the six (6) months prior to the date of this Agreement.  Since July 1, 2017, Seller has not been notified by any Third Party (including pursuant to an audit) of, nor, to the Knowledge of Seller, is there, any data security, information security or other technological deficiency with respect to such Software, in each case, that has caused or could reasonably be expected to cause any disruption to the conduct of the Business or present a risk of unauthorized access, disclosure, use, corruption, destruction or loss of any material Business Confidential Information, in each case, that would be material to the Business (taken as a whole).  Seller has implemented reasonable business continuity, back-up and disaster recovery technology, plans, procedures and facilities consistent with generally accepted industry practices with respect to the Business Confidential Information and to the Software included in the Business IP.

Section 3.16                            Brokers’ Fees.  Except for the advisor(s) set forth in Section 3.16 of the Seller Disclosure Letter, the fees and expenses of whom shall be paid by Seller, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby based upon arrangements made by or on behalf of Seller or its Affiliates.

Section 3.17                            Assets.

(a)                                 Except as otherwise provided in this Agreement, Seller will immediately prior to the Effective Time, have valid title to, or own, lease or have the legal right to use, all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).

(b)                                 Except (i) as set forth in Section 3.17(b) of the Seller Disclosure Letter, (ii) until transferred to Buyer or an Affiliate, the Seller-Controlled Assets, (iii) Excluded Services (as such term is defined in the Transitional Services Agreement) or (iv) subject to Section 5.9, the Purchased Assets, together with the services and, to the extent applicable, assets to be provided pursuant to the Ancillary Agreements and the licenses granted pursuant to Section 5.15, shall, in the aggregate, constitute all of the assets, rights, title and interest sufficient for Buyer and any of its Subsidiaries to conduct the Business in all material respects after the Closing as conducted by Seller and Affiliates as of the date hereof and immediately prior to the Effective Time.

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Section 3.18                            Material Contracts.

(a)                                 Section 3.18(a) of the Seller Disclosure Letter lists Contracts of the types described below to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets are bound and that are in effect as of the date of this Agreement, excluding Transferred Contracts that will terminate prior to or as of the Effective Time without any remaining Liabilities to the Business (such Contracts, whether or not so listed in the Seller Disclosure Letter, subject to the foregoing exclusions, “Material Contracts”):

(i)                                     any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement, with respect to the Business;

(ii)                                  any Transferred Contract that limits, or purports to limit, the ability of Seller or its applicable Affiliates (or, following the Closing, Buyer or any of its Affiliates) to engage in any business with any Person or to compete in any line of business or with any Person or in any geographic area or during any period of time or to solicit customers;

(iii)                               any Transferred Contract that contains a “most favored nation” or similar provision in favor of any customer or other counterparty;

(iv)                              any Transferred Contract that obligates Seller or its Affiliates to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party;

(v)                                 any Transferred Contract creating or granting an Encumbrance (other than Permitted Encumbrances) on any Purchased Asset, other than purchase money security interests in connection with the acquisition of equipment in the ordinary course of business consistent with past practice;

(vi)                              any Contract (A) that provides for the license to a Third Party of any Business IP material to the Business (other than non-exclusive licenses entered in the ordinary course of business consistent with past practice) or (B) by which any Third Party has developed or develops any Software that is material to the Business and is included in the Business IP;

(vii)                           any Customer Contract of the (A) Bundled Business under which Seller or any of its Affiliates received or was entitled to receive payment in an amount in excess of approximately one million and five hundred and fifty thousand dollars ($1,550,000) for services related to the Bundled Business, (B) T&C Business under which Seller or any of its Affiliates received or was entitled to receive payment in an amount in excess of approximately seven hundred and ten thousand dollars ($710,000) for services related to the T&C Business or (C) Discretionary Business under which Seller or any of its Affiliates received or was entitled to receive payment in an amount in excess of approximately three hundred and twenty-seven thousand dollars ($327,000) for services related to the Discretionary Business, in each case during the consecutive twelve (12) month period ended January 31, 2019.  For the avoidance of doubt, any payments, fees or other monies received or entitled to be received by Seller or any of its Affiliates in

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respect of the Deposits shall be included in the calculation or determination of the payment thresholds in this Section 3.18(a)(vii) solely with respect to the T&C Business;

(viii)                        any Transferred Contract with a Third Party vendor pursuant to which goods or services are provided to the Business, or that is a license to Seller or one of its Affiliates (primarily for the benefit of the Business) of any Intellectual Property, involving aggregate payments in connection with the Business in the consecutive twelve (12) month period ended December 31, 2018 in excess of one million dollars ($1,000,000);

(ix)                              any Customer Contract identified in Section 3.18(a)(vii) of the Seller Disclosure Letter that (A) requires Seller or its applicable Affiliate be a bank or hold any other license, permit or authorization issued by any Governmental Entity, or would give any other party thereto any rights due to any failure of Seller or its applicable Affiliate to hold any such license, permit or authorization or (B) requires that Seller or its Affiliates hold or maintain any minimum level of assets, capital, surplus or shareholders’ equity; and

(x)                                 any inter-affiliate Contract between or among Seller and/or its Affiliates pursuant to which material services are provided to the Business.

(b)                                 Seller has delivered or made available to Buyer true and complete copies of each Material Contract (except amendments, supplements, exhibits, schedules and ancillary documents relating to a particular Material Contract, where the contents of such amendment, supplement, exhibit, schedule or ancillary document does not materially affect such Material Contract). Each Material Contract is a legal, valid and binding obligation of Seller or its applicable Affiliates and, to the Knowledge of Seller, each other party to such Material Contract, and is in full force and effect and enforceable against Seller or its applicable Affiliate and, to the Knowledge of Seller, each such other party in accordance with its terms, in each case, subject to the Bankruptcy and Equity Exceptions.  None of Seller or its applicable Affiliates nor, to the Knowledge of Seller, any other Person that is party to a Material Contract, is in material default or material breach of a Material Contract, and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (whether by lapse of time or notice or both).

Section 3.19                            Disclaimer of Warranties.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT IS THE EXPLICIT INTENT OF THE PARTIES HERETO THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PURCHASED ASSETS), BEYOND THOSE EXPRESSLY GIVEN IN ARTICLE III OF THIS AGREEMENT AND, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III OF THIS AGREEMENT, IT IS UNDERSTOOD THAT BUYER TAKES THE PURCHASED ASSETS COMPRISING THE BUSINESS AND THE ASSUMED LIABILITIES, AS IS AND WHERE IS WITH ALL FAULTS AS OF THE CLOSING AND WITH ANY AND ALL DEFECTS.  IT IS UNDERSTOOD THAT ANY ESTIMATES, FORECASTS, PROJECTIONS OR OTHER

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PREDICTIONS AND ANY OTHER INFORMATION OR MATERIALS THAT HAVE BEEN OR SHALL HEREAFTER BE PROVIDED OR MADE AVAILABLE TO BUYER OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE REPRESENTATIVES (INCLUDING IN THE PROJECT NOVA TEASER AND CONFIDENTIAL INFORMATION PRESENTATION, EACH DATED OR CIRCULATED TO BUYER IN OCTOBER OR NOVEMBER 2018 OR ANY PRESENTATION BY SELLER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR MANAGEMENT OF THE BUSINESS OR OTHERWISE) ARE NOT, AND SHALL NOT BE DEEMED TO BE, REPRESENTATIONS AND WARRANTIES OF SELLER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, and except as set forth in the Buyer Disclosure Letter (subject to Section 10.11), Buyer hereby represents and warrants to Seller as of the date hereof and as of the Effective Time as follows:

Section 4.1                                   Due Organization and Good Standing.  Buyer is duly incorporated, validly existing and in good standing under the Laws of Delaware and each Buyer Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

Section 4.2                                   Authorization of Transaction.  Each Buyer Party has all requisite corporate (or other organizational) power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, as applicable, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Buyer of this Agreement, and by the applicable Buyer Parties of the Ancillary Agreements to which each of them will become a party, and the consummation by the Buyer Parties of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate (or other organizational) action on the part of each Buyer Party, and no other corporate (or other organizational) proceedings on the part of any Buyer Party are necessary to authorize the execution, delivery and performance by any Buyer Party of this Agreement and the Ancillary Agreements to which it is or will become a party or to consummate the transactions contemplated hereby or thereby.  This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes a valid and binding obligation of Buyer, and each Ancillary Agreement, when executed and delivered by the applicable Buyer Party (assuming due authorization and delivery by the other parties thereto) will constitute, a valid and binding obligation of the applicable Buyer Parties, enforceable against each Buyer Party in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exceptions).

Section 4.3                                   Governmental Filings.  No filing or registration with, notification to, or authorization, licenses, consent or approval of, any Governmental Entity is required in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the operation of the recordkeeping, trust and custody and discretionary business

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of Buyer and its Affiliates from and after the Effective Time by any Buyer Party (collectively, the “Buyer Governmental Filings” and together with the Seller Governmental Filings, the “Governmental Filings”), except for (a) the Buyer Governmental Filings set forth in Section 4.3 of the Buyer Disclosure Letter, (b) the Buyer Governmental Filings under applicable United States or foreign competition and antitrust Laws, (c) the Buyer Governmental Filings that become applicable as a result of matters specifically related to Seller or its Affiliates or (d) such other Buyer Governmental Filings that would not materially impair or delay the Buyer Party’s ability to consummate the transactions contemplated hereby on a timely basis should any Buyer Party fail to make or obtain them.

Section 4.4                                   Compliance With Law.  Buyer and its Affiliates have operated Buyer’s business in compliance with Laws, except to the extent any non-compliance therewith would not reasonably be expected to materially impair or delay the ability of Buyer to consummate the transactions contemplated by, or perform its obligations under, this Agreement or the Ancillary Agreements.

Section 4.5                                   No Conflict or Violation.  Assuming all Governmental Filings described in Section 3.3 or Section 4.3, or listed in Section 3.3 of the Seller Disclosure Letter or Section 4.3 of the Buyer Disclosure Letter, have been obtained or made (and any applicable waiting period has expired or terminated), the execution, delivery and performance by each Buyer Party of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Buyer Parties of the transactions contemplated hereby and thereby do not (a) violate any Law to which any Buyer Party is (or the operation of the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates (immediately following the Effective Time) will be) subject; (b) require a consent or approval under, conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration of, create in any party the right to terminate any contract to which any Buyer Party is a party (or its assets are bound); or (c) violate the constituent organizational documents of any Buyer Party, except with respect to the foregoing clauses (a) and (b), as would not materially impair the Buyer Party’s ability to consummate the transactions contemplated hereby or thereby on a timely basis.

Section 4.6                                   Legal Proceedings.  There are no Actions pending or, to the knowledge of Buyer, threatened in any written notice addressed and delivered to Buyer or any of its Affiliates against Buyer or any of its Affiliates that would, if adversely determined, materially impair or delay the consummation of the transactions contemplated hereby or by the Ancillary Agreements.  Buyer is not subject to Governmental Order which would materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or by the Ancillary Agreements on a timely basis. Neither Buyer nor any of its Affiliates is subject to any Governmental Order that would materially impair or delay the transactions contemplated hereby or by the Ancillary Agreements.

Section 4.7                                   Qualification to Perform.  Immediately following the Effective Time, subject to Seller’s performance in accordance with the terms of this Agreement and the Ancillary Agreements, Buyer or its Affiliates, as applicable, will (a) be qualified to and capable of performing under all of the Transferred Contracts, and (b) satisfy all requirements and conditions (whether in Law, contract or otherwise) necessary to provide (i) plan administration and recordkeeping (and related plan participant education and communication and trustee, custody),

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(ii) investment management and/or investment advisory services (and related management and development of outsourced chief investment officer programs and directed trustee, discretionary trustee, custody and payment services) and (iii) trustee, custody and payment services (and related recordkeeping), in each case, as was required of or provided by Seller or its Affiliates under any Customer Contract or other Transferred Contract immediately prior to the Effective Time.

Section 4.8                                   Investigation by Buyer.  Each Buyer Party has conducted its own evaluation of the Business and an independent investigation of the financial condition, liabilities and results of operations of the Business, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Purchased Assets and of its assumption of the Assumed Liabilities.  Buyer confirms that it can bear the economic risk of its investment in and acquisition of the Purchased Assets and the assumption of the Assumed Liabilities and can afford to lose its entire investment in the Purchased Assets.

Section 4.9                                   Funding.  Buyer has, as of the date of this Agreement, and at the Closing will have, sufficient funds to enable Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to satisfy all of its obligations hereunder and thereunder, including payment of the Purchase Price and fees and expenses relating to the transactions contemplated by this Agreement and the Ancillary Agreements, and to fund any capital requirements associated with the Purchased Assets and the operation of the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates as of immediately after the Effective Time.  Buyer hereby acknowledges and agrees that its obligations hereunder are not subject to any conditions regarding Buyer’s or any other Person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 4.10                            Brokers’ Fees.  No broker, investment banker, financial advisor or other Person, other than Lazard Frères & Co. LLC, the fees and expenses of which shall be paid by Buyer and its Affiliates, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of Buyer or any of its Affiliates.

Section 4.11                            No Buyer Stockholder Vote Required.  No vote or other action of the stockholders of Buyer or its Affiliates is required pursuant to any requirement of Law, the organizational documents of Buyer or its Affiliates or otherwise in order for Buyer or its applicable Affiliates to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 4.12                            No Reliance.  Buyer, for itself and on behalf of each Buyer Party, hereby expressly acknowledges that its purchase of the Purchased Assets, assumption of the Assumed Liabilities and consummation of the transactions contemplated hereby and by the Ancillary Agreements to which it is or will be a party, as applicable, are not done in reliance upon any representation or warranty or omission by, or information from, Seller or its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of

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merchantability or of fitness for a particular purpose, except for the representations and warranties expressly set forth in Article III of this Agreement, the Ancillary Agreements and any certificates delivered pursuant hereto and thereto, and Buyer hereby expressly acknowledges that Seller and its Affiliates expressly disclaim any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of the Buyer Parties’ own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Business and the operation of the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates following the Effective Time, as well as those representations and warranties by Seller expressly set forth in Article III of this Agreement, the Ancillary Agreements and any certificates delivered pursuant hereto and thereto.  Buyer further acknowledges that neither Seller nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the probable success or profitability of the Business, the operation of the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates or the Purchased Assets, the Assumed Liabilities or the Business as of immediately after the Effective Time or any other matters except as expressly provided in Article III of this Agreement, the Ancillary Agreements and any certificates delivered pursuant hereto and thereto.  Without limiting the generality of the foregoing, Buyer hereby acknowledges and agrees that neither Seller nor any other Person has made a representation or warranty to any Buyer Party and none of Seller and its Affiliates nor any other Person shall be subject to any liability or any indemnification claim by any Buyer Party, for any inaccuracy, misstatement or omission with respect to any (a) forecasts, predictions, projections or estimates for, or business plan information of, the Business or the operation of the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates following the Effective Time, or (b) materials, documents or information relating to the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated hereby or by the Ancillary Agreements, whether written or oral, made available to any Buyer Party or its respective Representatives in any data room, confidential information memorandum, presentation by Seller or management of the Business or Representatives of Seller, discussion or otherwise, except to as expressly covered by a representation or warranty set forth in Article III, the Ancillary Agreements and any certificates delivered pursuant hereto and thereto.

ARTICLE V

COVENANTS

Section 5.1                                   Conduct of Business.

(a)                                 Seller agrees that, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VII, except as (i) required or prohibited by Law or by existing fiduciary obligation, (ii) set forth in Section 5.1(a) of the Seller Disclosure Letter or Section 5.1(b) of the Seller Disclosure Letter, (iii) expressly contemplated by this Agreement or reasonably necessary to complete the transactions contemplated hereby or by the Ancillary Agreements or (iv) subject to Law, consented to by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall, and shall cause its applicable Affiliates to, conduct the Business in the ordinary course of business, consistent with past practice, and use commercially reasonable efforts to preserve substantially intact the Business as a whole, including relationships with

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customers, suppliers and vendors, as presently conducted, except that no action by Seller or its applicable Affiliates with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of Section 5.1(b).

(b)                                 Seller agrees that, during the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VII, except as (i) required or prohibited by Law or by existing fiduciary obligation, (ii) set forth in Section 5.1(b) of the Seller Disclosure Letter, (iii) expressly contemplated by this Agreement or reasonably necessary to complete the transactions contemplated hereby or by the Ancillary Agreements or (iv) subject to Law, consented to by Buyer in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall not, and shall cause its applicable Affiliates not to (with respect to the Business):

(i)                                     except for the purchase of assets in the ordinary course of business consistent with past practice, acquire for the Business any material assets, business or properties that would be Purchased Assets (assuming the Closing Date were to occur on the date of such asset purchase);

(ii)                                  except (x) in the ordinary course of business consistent with past practice (for the avoidance of doubt, including in connection with a request for proposal or similar process, including ongoing remediation actions) and (y) as expressly permitted by Section 5.9, (A) terminate any Transferred Contract or amend or modify in any material respect any Transferred Contract, or (B) waive, release, or assign any material rights or claims of Seller under any Transferred Contract, which such material right or claim is a Purchased Asset;

(iii)                               except Contracts entered into in the ordinary course of business, enter into any Transferred Contract that, if entered into prior to the date hereof, would be required to be disclosed in Section 3.18 of the Seller Disclosure Letter; provided that, for the avoidance of doubt, as of and following the effective date of such Contracts, Seller shall adhere to its obligations set forth in Section 5.9 in respect of such Contracts;

(iv)                              amend or modify any material terms or conditions of, or consent to the termination of (other than at its stated expiry date), or waive, release, or assign any material rights or claims of Seller under, any Assumed Lease;

(v)                                 except in the ordinary course of business consistent with past practice, sell, lease, transfer, mortgage, pledge or otherwise dispose of any Purchased Assets, or subject any Purchased Assets to any Encumbrance (other than Permitted Encumbrances), in each case, that are material, either individually or in the aggregate, to the Business (taken as a whole);

(vi)                              acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, any business or any corporation, partnership, association or other business organization or division thereof, if (x) such acquisition

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would be prohibited following the Closing by Section 5.8(a) or (y) such stock or assets would be Purchased Assets;

(vii)                           (x) waive or amend any Business Confidentiality Agreement or (y) except in the ordinary course of business consistent with past practice, waive or amend any other confidentiality agreement between Seller or any of its Affiliates and any Third Party to the extent such waiver or amendment lowers the standards of obligation of such Third Party in respect of the confidentiality of material information related to the Business in a manner that would reasonably be expected to be materially adverse to the Business (taken as a whole);

(viii)                        make any change in the Business’s financial accounting principles, policies and practices applied in the preparation of the Financial Statements, except (x) as may have been required by Law or change in GAAP or other accounting principles or regulations applicable to Seller, (y) to the extent made with respect to the Excluded Businesses or (z) for changes to the accounting policies and practices of Seller generally;

(ix)                              settle or compromise any pending or threatened Actions relating to the Business, which settlement or compromise (x) contains or requires any material limitations on, or requirements that will materially impact the operation of, the Business following the Effective Time, (y) involves an express admission of any violation of Law by the Business or (z) involves payment to or by the Business in excess of one hundred thousand dollars ($100,000) in any single instance (or series of substantially similar or related instances) or five hundred thousand dollars ($500,000) in the aggregate;

(x)                                 except in the ordinary course of business, license any Business IP material to the Business to a Third Party;

(xi)                              except either (A) in the ordinary course of business consistent with past practice or (B) for employment transfers resulting from Seller’s or its Affiliates’ internal job postings (which postings are not specifically targeted at Business Employees), (1) transfer the employment of any Business Employee to another role such that the applicable individual would no longer meet the criteria necessary to qualify as a Business Employee; (2) transfer the employment of any individual who is not a Business Employee into another role such that the applicable individual would meet the criteria necessary to qualify as a Business Employee; (3) terminate the employment of any Business Employee (other than for cause or as a result of the resignation of such Business Employee); or (4) hire any new employee who would meet the criteria necessary to qualify as a Business Employee, other than to replace any Business Employee whose employment terminates after the date hereof or who has transferred to another open position with Seller or an Affiliate;

(xii)                           except (A) as required by the terms of any Employee Benefit Plan, (B) in the ordinary course of business consistent with past practices or (C) as would not reasonably be expected to result in material Liability to Buyer or any of its Affiliates, (1) adopt, enter into, materially amend or terminate any Employee Benefit Plan (or any plan or agreement that would be an Employee Benefit Plan if in effect on the date hereof),

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other than the adoption, entry into, amendment or termination of any Employee Benefit Plan that is generally applicable to employees of Seller and its Affiliates or a subset thereof that is not specific to Business Employees; (2) enter into any severance, retention, change in control, transaction bonus or similar agreement or arrangement with any Business Employee, in each case, other than at the sole cost and expense of Seller or its Affiliates; or (3) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation payable to a Business Employee under an Employee Benefit Plan;

(xiii)                        except as required by the terms of any Employee Benefit Plan or otherwise expressly permitted under this Agreement, grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any Business Employee, other than increases in the ordinary course of business consistent with past practice;

(xiv)                       except with respect to income Taxes of Seller or any of its Affiliates, make or change any material Tax election, amend any material Tax Returns or file any claims for material Tax refunds, enter into any material closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Tax Law), settle any material Tax Claim, in each case, that (i) is Related to the Business and (ii) could reasonably be expected to adversely affect the Business in a Post-Closing Tax Period in any material respect; and

(xv)                          agree or resolve to take any of the actions prohibited by the foregoing clauses (i) through (xiv).

(c)                                  Seller shall, starting in respect of the calendar month in which this Agreement is executed and delivered and until the earlier of the Effective Time or the termination of this Agreement in accordance with Article VII, make available to Buyer, not later than twenty (20) days after the last day of each calendar month, the (i) unaudited statement of Purchased Assets and Assumed Liabilities as of the last day of each such calendar month, and (ii) unaudited and unadjusted year-to-date statements of income for the Business, each substantially in a form consistent with the Financial Statements; provided, however, that such statements shall not include any amounts attributable to Seller’s (x) employee benefits plans as outlined in Section 2.2(s) of the Seller Disclosure Letter or (y) maintaining and managing collective investment funds.  Seller shall make available to Buyer (upon reasonable advance notice and during normal business hours) Seller’s Representatives knowledgeable about the preparation of such statements to discuss such statements upon Buyer’s reasonable request, subject to Section 5.5.

(d)                                 Other than Buyer’s right to consent or withhold consent with respect to the foregoing matters (which consent shall not be unreasonably withheld, delayed or conditioned), nothing contained in this Agreement shall give to Buyer or its Affiliates, directly or indirectly, any right to control or direct the operation of the Business or Seller or its Affiliates prior to the Effective Time.  Subject to the foregoing sentence and consistent with the terms of this Agreement, prior to the Effective Time, Seller and its Affiliates shall exercise complete control and supervision of the operation of the Business.

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(e)                                  For the avoidance of doubt, and notwithstanding anything set forth in Section 5.1(b)(i)-(b)(xiv), the following actions of Seller and its Affiliates shall not be restricted or prohibited:

(i)                                     any action (including any payments or transfers) by Seller or its Affiliates relating exclusively to the Excluded Business, the Excluded Assets or the Retained Liabilities; or

(ii)                                  any matter necessary or desirable to comply or increase compliance with Law, or any action or ceasing to take any action requested or required by a Governmental Entity, or any action or ceasing to take any action required by the policies or procedures generally adopted by Seller or its Affiliates to comply with Law or the requirements or requests of Governmental Entities in the ordinary course of business consistent with past practice.  Seller shall promptly notify Buyer of any such matter materially affecting the Business and advise Buyer of Seller’s understanding of how the implementation of any such matter is expected to affect the Business, and, to the extent practical and permitted by Law, shall consult with and consider in good faith recommendations of Buyer with respect to any changes to the Business in accordance with Section 5.12(f).

Section 5.2                                   Employment Matters.

(a)                                 Buyer shall, or shall cause one of its Affiliates to, make a Comparable Job Offer to each Business Employee no later than (i) ten (10) Business Days prior to the anticipated Closing Date (or, with respect to any TSA Business Employee, the date on which the TSA Services Period expires (or such earlier date or dates as the parties shall agree to effect the transfer of the employment of such TSA Business Employee, as necessary or appropriate to effect a smooth and orderly transition of the operation of the Business to Buyer and its Affiliates), as applicable, any such date, a “TSA End Date”), which offer shall be irrevocable and provide that employment shall be effective as of the Closing Date (or, with respect to any TSA Business Employee, the applicable TSA End Date), or, (ii) for Business Employees who are on Leave, ten (10) Business Days prior to the date that such Business Employee is anticipated to return to active employment if such date is within one (1) year following the Closing Date, which offer shall be irrevocable and provide that employment shall be effective as of the date that such Business Employee returns to active employment (the Closing Date or such later date that the Business Employee commences employment with Buyer or one of its Affiliates, as applicable, any such date, a “Hire Date”); provided that any Comparable Job Offer made to a Non-U.S. Business Employee shall be made at such earlier time as is necessary to comply with Law, local practice and any applicable notice periods (and, with respect to any TSA Business Employee who is a Non-U.S. Business Employee, at least one hundred and twenty (120) days prior to the applicable TSA End Date).  If Buyer declines to make or otherwise fails to make a Comparable Job Offer to any applicable Business Employee as and when otherwise required pursuant to this Section 5.2, the consequence shall be that Buyer will be responsible for any and all Inadequate Offer Payments that are payable in respect of such Business Employee.  At least ten (10) Business Days prior to the date any Comparable Job Offer is provided to any Business Employee, Buyer shall provide Seller with a template offer of employment to be used for purposes of the Comparable Job Offers, and Buyer shall in good faith consider and incorporate

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any reasonable comments provided by Seller.  As of the applicable Hire Date, each Transferred Employee shall have a “separation from service” as that term is defined by Section 409A of the Code and the regulations promulgated thereunder.  No later than thirty (30) days prior to the date Buyer or its Affiliate is expected to be required to make any Comparable Job Offer, Seller shall provide or make available to Buyer or its Affiliate a schedule listing the following for each Business Employee who is expected to receive such an offer on such date: then current base salary, target cash incentive opportunity, position, primary work location, and other compensation then in effect for Buyer and its Affiliates to fulfill their obligations under this Section 5.2.  Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates guarantee that any offer made by Buyer to any Business Employee which constitutes a Comparable Job Offer will be accepted by such Business Employee or that any Business Employee will not make a counter offer to such offer of employment.

(b)                                 As of the applicable Hire Date and for a period of one (1) year thereafter, while employed by Buyer or any of its Affiliates, each Transferred Employee shall be employed on terms no less favorable than the terms required by the applicable Comparable Job Offer.  Notwithstanding any provision herein to the contrary, neither Buyer nor any of its Affiliates shall be obligated to continue to employ any Transferred Employee for any specific period of time following the Closing Date, subject to Law.

(c)                                  Buyer shall, or shall cause its Affiliates to, provide each Transferred Employee whose employment terminates within one (1) year following the applicable Hire Date with cash severance payments and availability for partial reimbursement of continued medical coverage under the provisions of COBRA  that collectively are no less favorable than the greater of the cash salary continuation severance payments and subsidized health benefits that (i) would have been provided to the Transferred Employee under the Wells Fargo Severance Plan applicable to such Business Employee upon a similar termination of employment occurring immediately prior to the applicable Hire Date or (ii) are provided to similarly situated employees of Buyer and its Affiliates upon a similar termination of employment, in each case taking into account (A) the Transferred Employee’s service with (x) Seller and its Affiliates prior to the applicable Hire Date and (y) Buyer and its Affiliates after the applicable Hire Date and (B) any increase (but not decrease) in compensation applicable to the Transferred Employee after the applicable Hire Date.  Notwithstanding the foregoing, regardless of whether the amount of any severance benefits payable shall be determined in accordance with the provisions of the applicable Wells Fargo Severance Plan, payment of such benefits shall be in the form (i.e., cash severance paid in a lump sum and continued medical coverage as a partial reimbursement of COBRA premiums) applicable under the terms of the severance plan maintained by Buyer and its Affiliates.

(d)                                 For all purposes, including determining eligibility to participate in, and benefit accrual, vesting and retirement eligibility under, any employee benefit plan, program, agreement or arrangement of Buyer or any of its Affiliates in which a Transferred Employee is eligible to participate following the Hire Date, each Transferred Employee shall be credited with the Transferred Employee’s service with Seller and its Affiliates prior to the applicable Hire Date and Buyer and its Affiliates after the applicable Hire Date; provided that such service shall not be recognized either (x) with respect to U.S. Business Employees, for purposes of benefit accruals under any defined benefit retirement plan or retiree medical benefits arrangement maintained by

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Buyer or any of its Affiliates or (y) to the extent it would result in a duplication of benefits.  Buyer shall, or shall cause one of its Affiliates to (1) waive any preexisting conditions, actively at work requirements and waiting periods under the employee benefit plans, programs, agreements and arrangements of Buyer and its Affiliates that provide healthcare and disability benefits in which the Transferred Employees are eligible to participate, to the same extent that such conditions and waiting periods were waived or previously satisfied under the comparable Employee Benefit Plan prior to the applicable Hire Date, and (2) with respect to U.S. Business Employees cause such plans, programs, agreements and arrangements to honor any expenses incurred by such Transferred Employees and their eligible dependents under Employee Benefit Plans that are healthcare benefit plans during the portion of the calendar year in which he or she becomes a Transferred Employee for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Benefit Plan.  Buyer shall not, and shall cause its Affiliates not to, provide any payment, encouragement or incentive to any Business Employee or Transferred Employee to induce such employee to elect continued participation in any healthcare benefit plan, program, agreement or arrangement of Seller or any of its Affiliates.  Seller, Buyer and each of their respective Affiliates shall cooperate to effect the transfer of information reasonably required to enable Buyer to comply with this Section 5.2(d) as soon as practicable after the applicable Hire Date.

(e)                                  Buyer shall, or shall cause one of its Affiliates to, have in effect a tax-qualified defined contribution retirement plan as of the Effective Time that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code in which each Transferred Employee primarily located in the U.S. shall be eligible to participate as of the applicable Hire Date (the “Buyer 401(k) Plan”). Buyer shall, or shall cause one of its Affiliates to, permit each Transferred Employee to effect a direct rollover (as described in Section 401(a)(31) of the Code and including the in-kind rollover of notes evidencing loans) of such Transferred Employee’s balance (including after-tax employee contributions) under the Wells Fargo 401(k) Plan to the Buyer 401(k) Plan within a reasonable time from and after the Effective Time (or, with respect to the in-kind rollover of notes evidencing loans, as soon as practicable, but in no event later than sixty (60) days, following the applicable Hire Date) if such direct rollover is elected in accordance with Law by such Transferred Employee.  Seller, Buyer and their respective Affiliates, as applicable, shall cooperate to take any and all commercially reasonable actions needed to permit each Transferred Employee with an outstanding loan balance under the Wells Fargo 401(k) Plan as of the Effective Time to continue to make scheduled loan payments to the Wells Fargo 401(k) Plan after the Effective Time, pending the distribution and in-kind rollover of the notes evidencing such loans from the Wells Fargo 401(k) Plan to the Buyer 401(k) Plan so as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans.

(f)                                   Seller and its Affiliates shall be solely responsible for the payment of any (i) annual cash incentive payments to a Transferred Employee that relate to a performance period that has been completed prior to the applicable Hire Date of the Transferred Employee (the “Completed Period Bonuses”); provided that Buyer and its Affiliates shall promptly reimburse Seller and its Affiliates for the portion of any Completed Period Bonuses that relates to the period between the Closing Date and the Hire Date in respect of a TSA Business Employee, (ii) long-term cash awards in respect of a Transferred Employee that have not been paid to the

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applicable Transferred Employee as of the applicable Hire Date and (iii) any incremental compensation that Seller determines to provide to any such TSA Business Employee (other than pursuant to the Retention Bonus Arrangement) to induce such individual to remain employed with the Seller and its Affiliates during and/or through the TSA End Date.  Any such payments shall be made to the applicable Transferred Employees, less applicable withholding for Taxes, at substantially the same time as such payments are made to similarly situated employees of Seller and its Affiliates.  Seller and its Affiliates shall also remain solely responsible with respect to any equity awards relating to shares of Wells Fargo & Company common stock that are held by Transferred Employees and outstanding immediately prior to the applicable Hire Date.

(g)                                  Seller or one of its Affiliates shall make a prorated annual cash bonus payment to each Transferred Employee in respect of the performance period in effect as of the applicable Hire Date of the Transferred Employee in accordance with the terms and conditions of the Wells Fargo Annual Bonus Plan, with each such payment being made on the same day as payments are made to employees under the terms and conditions of the applicable Wells Fargo Annual Bonus Plan; provided that Buyer and its Affiliates shall promptly reimburse Seller and its Affiliates for the portion of any such payment that relates to the period between the Closing Date and the Hire Date in respect of a TSA Business Employee.  Buyer and its Affiliates shall take all actions necessary such that each Transferred Employee shall be eligible to receive a prorated annual cash bonus opportunity for the portion of the year in which the Closing occurs following the applicable Hire Date of the Transferred Employee that is (i) with respect to U.S. Transferred Employees, no less favorable than the annual cash bonus opportunity afforded to similarly situated employees of Buyer and its Affiliates and (ii) with respect to non-U.S. Transferred Employees, no less favorable than that afforded by Seller and its Affiliates immediately prior to the applicable Hire Date.

(h)                                 Prior to the Hire Date, and to the extent required by Law, Seller and its Affiliates shall use commercially reasonable efforts to obtain consent from each Business Employee who receives offers of employment pursuant to Section 5.2(a) to transfer to Buyer or any of its Affiliates copies of such Business Employees’ official personnel file (the “Personnel File”).  Subject to and in accordance with Law, Seller and its Affiliates shall cooperate in good faith to grant access to or transfer copies of all Transferred Employees’ Personnel Files to Buyer at or promptly following the applicable Hire Date of each Transferred Employee; provided, however, that neither Seller nor any of its Affiliates will grant access to or transfer a copy of any Business Employee’s Personnel File to Buyer or any of its Affiliates (A) prior to the receipt by Seller or any of its Affiliates of such Business Employee’s consent to such access or transfer and (B) unless such employee is a Transferred Employee.

(i)                                     Seller, Buyer and their respective Affiliates, as applicable, shall timely execute and deliver to each other a HIPAA non-disclosure agreement in the form and substance reasonably determined by Seller and Buyer to comply with HIPAA.

(j)                                    Any communications by Buyer or any of its Affiliates with the Business Employees prior to the applicable Hire Date shall be subject to and in compliance with the terms of this Agreement.  During the period from the date hereof through the applicable Hire Date, Buyer and Seller shall reasonably cooperate to communicate to the Business Employees the details of the proposed terms and conditions of their employment with Buyer or its Affiliates.

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All communications (other than the Comparable Job Offer) between Buyer or its Affiliates and the Business Employees prior to the Hire Date shall be subject to Seller’s reasonable prior approval which shall not be unreasonably withheld.

(k)                                 With respect to any Transferred Employee, (i) Seller or one of its Affiliates shall be solely responsible for workers’ compensation claims by or with respect to such Transferred Employee based on injuries or illnesses that occurred prior to the applicable Hire Date and (ii) Buyer or one of its Affiliates shall be solely responsible for workers’ compensation claims by or with respect to any Transferred Employee based on injuries or illnesses that occur on or after the applicable Hire Date.  For purposes of this Section 5.2(k), the date an injury or illness resulting in a workers’ compensation claim occurred shall be determined in accordance with the terms of Law in respect of workers’ compensation.  The parties hereto agree that they will cooperate fully with such other party and with the applicable insurers and/or third-party claims administrators by providing needed information to determine the date of the injury or illness.

(l)                                     Buyer and Seller shall implement the retention bonus arrangement set forth in Section 5.2(l) of the Seller Disclosure Letter (the “Retention Bonus Arrangement”).

(m)                             If, after the date hereof, Seller determines that any employee of Seller or any of its Affiliates who is not listed in Section 1.1(D) of the Seller Disclosure Letter meets the definition of a Business Employee, then (i) Seller shall promptly make available to Buyer the information contemplated by Section 3.8(c) with respect to such individual and (ii) if mutually determined by Buyer and Seller in good faith, such individual shall thereafter be determined to be a Business Employee for all purposes of this Agreement.

(n)                                 Nothing contained in this Agreement is intended to, or does, (i) constitute an amendment, waiver or modification of any Employee Benefit Plan (or the terms thereof), (ii) prevent Seller, Buyer or any of their respective Affiliates from amending or terminating any of their respective benefit plans in accordance with the applicable terms therein, (iii) constitute a contract of employment (or guarantee any particular term or condition of employment) or prevent Buyer or any of its Affiliates, after the applicable Hire Date, from terminating the employment of any Transferred Employee, in each case, subject to the provisions of Law, or (iv) create any third-party beneficiary rights, claims or causes or action in favor of any Business Employee, or any beneficiary or dependents thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Business Employee by Seller, Buyer or any of their respective Affiliates or under any benefit plan that Seller, Buyer or any of their respective Affiliates may maintain.

Section 5.3                                   Publicity.  Buyer and Seller agree, and shall cause their respective Affiliates, to cooperate with each other with respect to any public disclosure of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby prior to such public disclosure.  Buyer and Seller agree that no public release or announcement concerning the terms of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby shall be issued by either party hereto or any of their respective Affiliates without the prior consent of Buyer and Seller, as applicable, except for any such release or announcement (i) as may be required by Law or the rules and regulations of any applicable stock exchange or the

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requirements of any self-regulatory body, in which case, to the extent practical and permitted by Law, the party hereto required to make the release or announcement shall use reasonable best efforts to allow the other party reasonable time to comment on such release (and will consider any such comments in good faith) or announcement in advance of such issuance (ii) as would be commercially reasonable in the course of non-written communications with either party’s or their respective Affiliates’ investors, and any written summaries or transcripts of any such communications or (iii) that is substantially similar to any release or announcement previously approved pursuant to this Section 5.3.

Section 5.4                                   Confidentiality.

(a)                                 Buyer and its Representatives shall treat all nonpublic information obtained in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby as confidential in accordance with the terms of the Confidentiality Agreement, dated as of October 25, 2018, by and between Principal Financial Group, Inc. and Seller Parent (the “Confidentiality Agreement”).  In the event of a conflict or inconsistency between the terms expressly set forth in this Agreement (rather than incorporated by reference herein) and the Confidentiality Agreement, the terms of this Agreement will govern.  The terms of the Confidentiality Agreement are hereby incorporated by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate.  If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect as provided in Section 7.2 in accordance with its terms.

(b)                                 From and after the Closing, Buyer shall, and shall cause its Affiliates and its and its Affiliates’ Representatives to (i) maintain the confidentiality of, (ii) not disclose to any other Person (other than Buyer’s Affiliates and their respective Representatives who need to know such information) and (iii) not use any Seller Confidential Information, except that Buyer or its Affiliates may disclose Seller Confidential Information (A) to the extent required by Law, in any report, statement, testimony or other submission to any Governmental Entity having jurisdiction over Buyer or its Affiliates, as applicable, (B) in order to comply with any Law or fiduciary obligation applicable to Buyer or its Affiliates, as applicable, or on behalf of a Third Party in its capacity as trustee (to the extent authorized to do so by such Third Party) (C) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Buyer or its Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding or (D) to report a violation of Law to the appropriate Governmental Entity, including to the U.S. Department of Labor with respect to any Plan subject to ERISA, in connection with (x) any required filing, (y) any request for relief from any applicable prohibitions or (z) any effort (undertaken in good faith) to mitigate damages arising from such violation or as otherwise may be reasonably necessary under the circumstances in respect of addressing such violation.  If Buyer or any of its Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Seller Confidential Information, Buyer shall, to the extent permitted by Law and reasonably practicable, (I) provide Seller with prompt prior written notice of such requirement and (II) cooperate with Seller and Seller’s Affiliates (at Seller’s expense) to obtain a protective order or similar remedy to cause such Seller Confidential Information not to be disclosed, including interposing all available objections thereto, such as

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objections based on settlement privilege.  In the event that such protective order or other similar remedy is not obtained, Buyer or its applicable Affiliates shall furnish only that portion of Seller Confidential Information that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be accorded such disclosed Seller Confidential Information.  Buyer hereby agrees, and shall cause its Affiliates and its and its Affiliates’ Representatives, to protect Seller Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Seller Confidential Information as Buyer uses to protect its own confidential information of a like nature.

(c)                                  From and after the Closing, Seller shall, and shall cause its Affiliates and its and their Representatives (i) to, maintain the confidentiality of, (ii) not disclose to any other Person (other than Seller’s Affiliates and their respective Representatives who need to know such information) and (iii) not use any Business Confidential Information, except that Seller and its Affiliates may disclose Business Confidential Information (A) to the extent required by Law, in any report, statement, testimony or other submission to any Governmental Entity having jurisdiction over Seller or its Affiliates, as applicable, (B) as may be reasonably necessary or advisable in connection with any Tax Returns, accounting records or financial reporting obligations of Seller, (C) in order to comply with any Law or fiduciary obligation applicable to Seller or its Affiliates, as applicable, or on behalf of a Third Party in its capacity as trustee (to the extent authorized to do so by such Third Party) or (D) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Seller or its Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding.  If Seller or any of its Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Business Confidential Information, Seller shall, to the extent permitted by Law and reasonably practicable, (I) provide Buyer with prompt prior written notice of such requirement and (II) cooperate with Buyer and Buyer’s Affiliates (at Buyer’s expense) to obtain a protective order or similar remedy to cause Business Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege.  In the event that such protective order or other similar remedy is not obtained, Seller or its applicable Affiliates shall furnish only that portion of Business Confidential Information that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be accorded such disclosed Business Confidential Information.  Seller hereby agrees, and shall cause its Affiliates and its and their Representatives, to protect the Business Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Business Confidential Information as Seller or its applicable Affiliate uses to protect its own confidential information of a like nature.

(d)                                 “Seller Confidential Information” means, other than Business Confidential Information, all information made available to Buyer or its Affiliates prior to the Closing by Seller or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or the Ancillary Agreements) regarding Seller or its Affiliates, and not directly related to the Business, except that “Seller Confidential Information” shall not include, except with respect to Personal Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation

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of Section 5.4(b) above), (ii) was already known to Buyer or its Affiliates (other than by previous disclosure by Seller or its Affiliates or their respective Representatives) as of the date hereof and not subject to any duty of confidentiality to Seller or its Affiliates, (iii) is independently developed by Buyer or its Affiliates without reference to any Seller Confidential Information or (iv) after the Closing Date, is lawfully made available or known to Buyer or its Affiliates by a Person not known by Buyer or its Affiliates, after reasonable inquiry, to be subject to any duty of confidentiality to Seller or its Affiliates or their respective Representatives.  “Business Confidential Information” means all information (including Personal Information) to the extent related to the Business, other than any information used in, or related to, Seller’s or its Affiliates’ other businesses, including the Excluded Businesses, except that “Business Confidential Information” shall not include, except with respect to Personal Information that is Business Confidential Information, information that (1) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.4(c) above), (2) is independently developed by Seller or its Affiliates after the Closing Date without reference to any Business Confidential Information or (3) after the Closing Date, is lawfully made available or known to Seller or its Affiliates by a Person (x) not known by Seller or its Affiliates, after reasonable inquiry, to be subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives, or (y) that was bound by a duty of confidentiality to Seller or its Affiliates with respect to such information prior to or as of the Closing Date.

Section 5.5                                   Access to Information.  Subject to Section 5.4 and Law, prior to the earlier of the Closing Date or termination of this Agreement pursuant to Article VII, upon reasonable prior notice, Seller shall cause its officers, managers, directors, employees, auditors and other agents to afford the officers, managers, directors, employees, auditors, advisors and other agents (collectively, “Representatives”) of Buyer reasonable access during normal business hours to the Representatives, properties, offices and other facilities of Seller and its Affiliates (in respect of the Business), and its and its Affiliates’ respective books and records (solely to the extent in respect of the Business), and shall furnish Buyer with such existing financial, operating and other data and information solely to the extent related to the Business, as Buyer, through its Representatives, may reasonably request (in each case, other than any Form I-9 and any Personnel File of any Business Employee).  In exercising its rights hereunder, Buyer shall, and shall cause its Representatives to, conduct itself and themselves so as not to interfere in the conduct of the Business or the other businesses of Seller or its Affiliates prior to the Closing.  Buyer acknowledges and agrees that any contact by Buyer, its Affiliates and/or their Representatives with Representatives of Seller or its Affiliates hereunder shall be arranged and supervised by Representatives of Seller, unless Seller otherwise expressly consents in writing with respect to any specific contact.  Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be required to disclose to Buyer, its Affiliates or any Representative thereof any (i) information, if doing so (A) in Seller’s good faith determination, would reasonably be expected to violate any Law or obligation of confidentiality owed by Seller or its Affiliates to a Third Party, or any fiduciary obligation, (B) could reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges) in the good faith opinion of Seller or any of its Affiliates, as applicable, (C) would result in the disclosure of any competitively sensitive information unrelated to the Business of Seller or any of its Affiliates or (D) would result in the disclosure of any information set forth in Section 2.2(s) of the Seller Disclosure Letter; provided that Seller shall use commercially reasonable efforts to obtain waivers or make other

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arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to Buyer or its Representatives to occur without contravening such Law, obligation of confidentiality, or fiduciary obligation, disclosing such competitively sensitive information unrelated to the Business, or jeopardizing such privilege, and (ii) Tax Return that includes Seller or any of its Affiliates or any Tax-related work papers.

Section 5.6                                   Post-Closing Access.

(a)                                 Each of Seller and Buyer shall, and shall cause any its respective Affiliates (as applicable) to, preserve and keep all books and records and all information relating to the accounting, legal, regulatory, business and financial affairs of the Business that are retained by Seller or any of its Affiliates, or generated by the Seller-Controlled Assets held or employed by Seller or any of its Affiliates, or are obtained by Buyer hereunder, as the case may be, for a reasonable period (not less than ten (10) years) after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Entity or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened or audit and with respect to which the requesting party has notified the other party as to the need to retain such books, records or information; provided, however, that such information shall not include in the case of Seller or any of its Affiliates, the information set forth in Section 2.2(s) of the Seller Disclosure Letter.  Each of Seller and Buyer shall provide the other with written notice thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials, and the other party shall have the right, at Seller’s expense, to reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded.

(b)                                 Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.6(a), Buyer and any applicable Affiliates shall permit Seller or its Affiliates and their authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Buyer or such Affiliates, to the information described in Section 5.6(a) to the extent that such access may be reasonably required in connection with (i) preparation of any accounting records or with any audits or similar proceedings, (ii) any Action relating to Seller or its Affiliates or the operation of the Business prior to the Effective Time, (iii) any Governmental Filing or regulatory matter or (iv) subject to Section 5.4(c), any other valid legal or business purpose.  For a period of ten (10) years following the Closing Date, Buyer and any applicable Affiliates shall allow Seller or its Affiliates and their authorized Representatives to have access to Buyer’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Seller’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Entity or any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand), or the pursuit or defense of any other Asserted Liability (whether or not such Asserted Liability is the subject of an indemnification claim by a Buyer Indemnified Party or Seller Indemnified Party), whether pending or threatened.

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(c)                                  Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.6(a), Seller shall permit Buyer and its authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior notice to Seller, to the information described in Section 5.6(a) to the extent that such access may be reasonably required in connection with (i) preparation of any accounting records or with any audits or similar proceedings, (ii) any Action relating to the Business, the Purchased Assets or the Assumed Liabilities, (iii) any Governmental Filing or regulatory matter or (iv) any other valid legal or business purpose. For a period of ten (10) years following the Closing Date, Seller and any applicable Affiliates shall allow Buyer or its Affiliates and their authorized Representatives to have access to Seller’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Buyer’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Entity or any litigation relating to the Business (other than any litigation or dispute between Seller or its Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand), or the pursuit or defense of any other Asserted Liability (whether or not such Asserted Liability is the subject of an indemnification claim by a Buyer Indemnified Party or Seller Indemnified Party), whether pending or threatened.

Section 5.7                                   Appropriate Actions.

(a)                                 Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall (and shall cause its applicable Affiliates to) use its respective reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto and their respective Affiliates in doing all things necessary, proper or advisable under Law to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements in the most expeditious manner practicable; (ii) subject to Section 5.7(b) and Section 5.7(c), obtain from any Governmental Entity any actions, non-actions, approvals, clearances, waivers, permits, licenses or orders required to be obtained by Seller or Buyer or any of their Affiliates in connection with the authorization, execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (iii) make all Governmental Filings (in each case, promptly after the date of this Agreement unless filed prior to the date hereof) which are necessary or advisable, and thereafter promptly make any other required submissions and responses with respect to the transactions contemplated hereby and thereby, required under (A) the HSR Act and any applicable foreign competition or antitrust Law (such Governmental Filings required under the HSR Act shall be made no later than twenty (20) Business Days after the date of this Agreement; with respect to Governmental Filings required under any applicable foreign competition or antitrust Law, each of the parties hereto shall use its respective reasonable best efforts to file as promptly as practicable after the date hereof) and (B) any other Law; (iv) furnish all information reasonably required for any Governmental Filings to be made pursuant to any Law in connection with the transactions contemplated by this Agreement; (v) act in good faith and reasonably cooperate with the other parties hereto in connection with any Governmental Filings (including providing copies of all such Governmental Filings to outside counsel for the non-filing party) and, if requested by another party hereto, to consider in good faith all reasonable additions, deletions or changes suggested by such other party hereto; (vi) to the extent reasonably practicable, provide the other

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parties with prior notice of any substantive communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such Governmental Filings (unless prohibited by Law); (vii) keep such other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements (unless prohibited by Law); (viii) reasonably consult cooperate with each other party hereto in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of either party hereto in connection with proceedings relating to or arising out of such Governmental Filings and consider in good faith any reasonable comments such other party may have in such submissions; (ix) not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Governmental Filings or any investigations or other inquiries relating thereto without giving such other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate; and (x) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby and the Ancillary Agreements, including vigorously defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, except as otherwise provided in Section 5.7(a) of the Seller Disclosure Letter; provided, in each case, that each party need not disclose to any other party, and may redact from any information otherwise required to be provided to another party or its counsel pursuant to this Section 5.7(a), any (x) personally identifiable information of any individual or (y) information that constitutes “confidential supervisory information”, and may disclose commercially sensitive information of Buyer, Seller, or any of their respective Affiliates (other than information primarily related to the Business) only to outside counsel for the other party and designate such information for treatment as “outside counsel only”.  Neither party shall consent to any voluntary delay of the consummation of the transactions contemplated by this Agreement without the prior written consent of the other party (such other party’s consent shall not be unreasonably withheld, delayed or conditioned).

(b)                                 Each party shall cooperate, and Buyer shall and shall cause its Affiliates to use reasonable best efforts, to take any and all steps, and to make any and all undertakings, necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Laws that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby and thereby to occur as soon as reasonably possible (and in any event, no later than the Outside Date), including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses, product lines or assets (or licensing of assets) of Buyer or its Affiliates, in each case, as may be required in order to avoid the adoption or entry of, or to effect the dissolution or lifting of, any decisions, injunction, temporary restraining order, or other order in any suit or proceeding (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Buyer and its Affiliates shall have no obligation to sell, divest, dispose or license

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any assets of (I) the Retirement and Income Solutions business or (II) the Business, in each case, if the impact of such sale, divestiture, disposal or license would reasonably be expected to be materially financially burdensome to the business, operations, financial condition or results of the Retirement and Income Solutions business, in the case of subclause (I), or the Business measured as of December 31, 2018, in the case of subclause (II).

(c)                                  In addition, Buyer shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger, consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any actions, non-actions, approvals, clearances, waivers, permits, licenses or orders of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, or delay the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise or (iv) delay or prevent the Closing.

Section 5.8                                   Non-Competition and Non-Solicitation.

(a)                                 During the period following the Closing until the three (3) year anniversary of the Closing Date, (x) Seller shall not, and shall cause its controlled Affiliates not to, and (y) Seller Parent shall not, and shall cause its Affiliates (other than Seller and Seller’s controlled Affiliates) not to, directly or indirectly engage in any Competing Business; provided, however, in each case, that, notwithstanding anything in this Agreement to the contrary:

(i)                                     Seller Parent, Seller and their respective Affiliates shall not be restricted, limited or prohibited in any respect from:

(1)                                 engaging in any Excluded Business;

(2)                                 carrying out any obligations or exercising its or their respective rights under this Agreement or the Ancillary Agreements;

(3)                                 acquiring, owning or holding any debt securities or other debt instruments of any Person engaged, directly or indirectly, in any Competing Business, or any other securities of any such Person, if such securities are acquired, owned or held (A) in a fiduciary, agency, nominee, custodial or similar capacity, (B) in connection with any hedging or similar product or transaction or (C) in connection with any asset management, private banking, merchant banking, private equity or securities trading, underwriting or brokerage activities or services;

(4)                                 owning in the aggregate not more than fifteen percent (15%) of the outstanding voting securities or similar equity interests of a Person that, directly or indirectly, engages in a Competing Business; provided that the ownership of

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such equity interests does not give Seller or its Affiliates the right to designate a majority, or such higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such Person;

(5)                                 performing any services for Seller and/or its Affiliates;

(6)                                 selling products (including products to be repackaged, repurposed or bundled by the purchaser, white labeling, outsourcings and other technology-based solutions) to, distributing, marketing, underwriting, lending, servicing, soliciting, or receiving products or services from or otherwise engaging in any commercial activities with, a Person engaged in a Competing Business, or any customer, supplier, licensor or licensee of a Person engaged in a Competing Business, or Buyer or any of its Affiliates; provided that neither Seller nor its Affiliates otherwise engage in operation of the Competing Business operated by such Person;

(7)                                 foreclosing on (or effecting any transaction in lieu of foreclosure that has substantially the same effect, such as a debt for equity swap or deed or transfer in lieu of foreclosure) any collateral securing any bona fide financing or other transaction with a Person in which all or any portion of the collateral represents the equity interests or assets of any Person that operates a Competing Business, and thereafter operating such Competing Business; or

(8)                                 conducting any business activity that is ancillary to the conduct of the Excluded Business, it being understood that the business activity will be deemed ancillary to an Excluded Business if the business activity is not conducted as a separate business offering.

(ii)                                  in the event Seller Parent, Seller or their respective Affiliates acquire any business or assets (whether by way of asset acquisition, stock purchase, merger, business combination, tender offer or otherwise) (an “Acquired Business”) and conducting such Acquired Business would otherwise violate this Section 5.8, nothing in this Agreement shall restrict in any manner:

(1)                                 the conduct, use, retention or disposition of such Acquired Business, so long as less than twenty percent (20%) of the gross revenues of such Acquired Business (as of the last completed fiscal year of (x) the Acquired Business or (y) the Person who owned the Acquired Business at such time, as applicable, and which such fiscal year precedes the acquisition by Seller or its Affiliates) constitute Competing Business (the “Competing Revenue”); provided that the gross revenue of such Acquired Business in the fiscal year in which the Closing occurs and the immediately following fiscal year does not exceed one hundred and fifteen percent (115%) of the Competing Revenue for the fiscal year prior to the acquisition by Seller or its Affiliates;

(2)                                 the conduct, use or retention of such Acquired Business, without limiting Section 5.8(a)(ii)(1), so long as (I) greater than twenty percent (20%) and less than forty percent (40%) of the gross revenues of such Acquired Business constitutes Competing Revenue and (II) Seller or its Affiliates, as applicable, (A) (x)

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enter into a definitive agreement to divest such portion of the Acquired Business that is a Competing Business within twelve (12) months of the consummation of the acquisition of such Acquired Business and (y) use reasonable best efforts and act in good faith to promptly consummate the divestiture contemplated by such definitive agreement, or (B) otherwise terminate or dispose of the Competing Business activity, product lines or assets of such Acquired Business within twelve (12) months of the consummation of the acquisition of such Acquired Business; or

(3)                                 the conduct, use or retention of such Acquired Business if the definitive agreement to acquire such Acquired Business is executed and delivered after the second (2nd) anniversary of the Closing Date.

(b)                                 Seller Parent and Seller agree that, for the period commencing on the applicable Hire Date and expiring on the first (1st) anniversary thereof, neither they nor any of their Affiliates shall, directly or indirectly, (i) induce, solicit, knowingly encourage or hire any Transferred Employee to leave his or her position of employment with Buyer or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any Transferred Employee; provided, however, that the foregoing provisions of this Section 5.8(b) shall not (A) apply to any Transferred Employee if such Transferred Employee (x) had ceased to be employed by Buyer or any of its Affiliates at the time of Seller Parent’s, Seller’s or their Affiliates’ first post-Closing contact with such Transferred Employee (such contact being in respect of employment solicitation), or (y) was terminated at the initiative of Buyer or its Affiliates, (B) prohibit general solicitations (not specifically targeted at Transferred Employees) for employment through advertisements, bona fide third-party recruiting firms or other similar means and (C) prohibit the inducement, encouragement, solicitation and/or hiring of any Transferred Employee who approaches Seller Parent, Seller or any of their Affiliates at his or her own instigation (including following any solicitation permitted by the foregoing subclause (B)).

(c)                                  Buyer agrees that, for the period commencing on the Closing Date and expiring on the first (1st) anniversary thereof (or, with respect to any TSA Business Employee and any other employee of Seller or its Affiliates who is otherwise directly and personally involved in the provision of services to the Buyer or any of its Affiliates under the Transitional Services Agreement, the expiration of the TSA Services Period, if later), neither it nor any of its Affiliates shall, directly or indirectly, unless mutually agreed in advance between the parties in good faith, (i) induce, solicit, knowingly encourage or hire any employee of Seller or any of its Affiliates and with whom Buyer or any of its Affiliates or their respective Representatives have had contact or who (or whose performance) became known to such persons in connection with the transactions contemplated by this Agreement or the Ancillary Agreements to leave his or her position of employment with Seller or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any such employee as described in the foregoing clause (i); provided, however, that the foregoing provisions of this Section 5.8(c) shall not (A) apply to any person who (x) is a Business Employee (including a TSA Business Employee) who receives a Comparable Job Offer, (y) has ceased to be employed by Seller or any of its Affiliates at the time of Buyer’s or its Affiliates’ first contact with them (such contact being in respect of employment solicitation), or (z) was terminated at the initiative of Seller or its Affiliates (other than a Business Employee who did receive a Comparable Job Offer), (B) prohibit general solicitations (not specifically targeted at such employees as described in the foregoing clause (i)) for

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employment through advertisements, bona fide third-party recruiting firms or other similar means and (C) prohibit the inducement, encouragement, solicitation and/or hiring of any person who approaches Seller or any of its Affiliates at his or her own instigation (including following any solicitation permitted by the foregoing subclause (B)).

(d)                                 During the period following the Closing until the three (3) year anniversary of the Closing Date, (x) Seller shall not, and shall cause its controlled Affiliates not to, and (y) Seller Parent shall not, and shall cause its Affiliates (other than Seller and Seller’s controlled Affiliates) not to:

(i)                                     solicit any customer of the T&C Business (whose Customer Contract is a Transferred Contract) for financial products or services provided to such customer under such Transferred Contract, which solicitation is made on the basis of such customer having been a customer of the T&C Business (e.g., through use of a list of customers of the T&C Business); or

(ii)                                  solicit any customer of the Discretionary Business (whose Customer Contract is a Transferred Contract) for financial products or services provided to such customer under such Transferred Contract, which solicitation is made on the basis of such customer having been a customer of the Discretionary Business (e.g., through use of a list of customers of the Discretionary Business);

provided, however, that, for the avoidance of doubt, this Section 5.8(d) shall not prohibit Seller or any of its Affiliates from conducting or operating the Excluded Businesses.

Section 5.9                                   Consents.

(a)                                 Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment, transfer or conveyance of (or an agreement to assign, transfer or convey) any Transferred Contract or Assumed Lease (or any claim, right, benefit or Liability of Seller or its Affiliates arising thereunder or resulting therefrom) to Buyer if the assignment, transfer or conveyance of such Transferred Contract or Assumed Lease (or any claim, right, benefit or Liability of Seller or its Affiliates arising thereunder or resulting therefrom) would, without the consent, waiver or approval of any Third Party that has not been obtained (or lapse of statutory or contractual period to object that has not occurred), (x) constitute a breach or other contravention thereof or (y) violate any Law.

(b)                                 Prior to the Closing, subject to Section 5.9(f), with respect to any Transferred Contract or Assumed Lease referred to in Section 5.9(a) (or any claim, right, benefit or Liability of Seller or its Affiliates arising thereunder or resulting therefrom):

(i)                                     Seller shall use reasonable best efforts, and Buyer and its Affiliates shall cooperate with Seller and its Affiliates in good faith, to, as promptly as reasonably practicable, obtain (A) the consent, waiver or approval (or cause the lapse of statutory or contractual period to object) related to such Transferred Contract or Assumed Lease (x) for the assignment pursuant to the Assignment and Assumption Agreement thereof to Buyer or a Designated Purchaser or (y) otherwise to the extent required to effect the transfer or conveyance thereof to Buyer or a Designated Purchaser pursuant to this

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Agreement and the Ancillary Agreements or (B) written confirmation from the necessary person(s) employed by the applicable counterparty to such Transferred Contract or Assumed Lease, in form and substance reasonably satisfactory to both Seller and Buyer, that no such consent, waiver or approval is required to so assign, transfer or convey such Transferred Contract or Assumed Lease to Buyer.  Seller and Buyer shall keep such other party reasonably apprised of the status of the foregoing.

(ii)                                  Seller or its Affiliates may (but are not required to) make commercially reasonable accommodations, waivers, modifications or amendments to such Transferred Contracts or Assumed Leases in order to obtain any required consent, waiver or approval with respect to such Transferred Contracts or Assumed Leases; provided, however, that Seller shall obtain Buyer’s consent (not to be unreasonably withheld, conditioned or delayed) prior to making any accommodations, waivers, modifications or amendments if the effect of such accommodations, waivers, modifications or amendments would reasonably be expected to have a material and adverse economic impact on the commercial relationship between the Business and the applicable customer.

(iii)                               Seller shall (or shall cause its Affiliates to) use reasonable best efforts to deliver to the necessary employee(s) of the applicable counterparty to such Transferred Contracts and Assumed Leases documentation, in form and substance reasonably acceptable to Buyer, seeking the consent, waiver or approval of such necessary employee(s) of such applicable counterparty thereto to permit the transfer, assignment and/or conveyance of all or the applicable portion of Seller’s or its applicable Affiliate’s claims, rights, benefits and Liabilities thereunder to Buyer or its Designated Purchaser. Buyer shall (or shall cause its Affiliates to) reasonably cooperate with and assist Seller in the preparation of such documentation.

(c)                                  Immediately following the Closing, until the earlier of the (w) time that the requisite consent, waiver, approval or confirmation is obtained, (x) expiration date (if any) of the term of any Transferred Contract or Assumed Lease referred to in Section 5.9(a) (after giving effect to any replacement, extension or renewal thereof in accordance with the Transitional Services Agreement) or (y) time at which Seller would be entitled to deliver notice of termination of such Contract in accordance with Section 5.9(f) in order to terminate such Contract as of the applicable date provided for in Section 5.9(f)(iv)(y), subject to Section 5.9(f), with respect to any Transferred Contract or Assumed Lease referred to in Section 5.9(a) for which any required consent, waiver, approval or confirmation to transfer such Transferred Contract or Assumed Lease to Buyer has not been obtained (or for which the statutory or contractual period to object has not lapsed) (such Transferred Contract’s or Assumed Lease’s “Termination Date”):

(i)                                     Seller and Buyer shall use reasonable best efforts and cooperate in good faith to, as promptly as reasonably practicable, obtain (A) the consent, waiver or approval (or cause the lapse of statutory or contractual period to object) related to such Transferred Contract or Assumed Lease (x) for the assignment thereof to Buyer or a Designated Purchaser or, (y) otherwise to the extent required to effect the transfer or conveyance thereof to Buyer or a Designated Purchaser or (B) written confirmation from

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the necessary employee(s) of the applicable counterparty with respect to such Transferred Contract or Assumed Lease, in form and substance reasonably satisfactory to both Seller and Buyer, that no such consent, waiver or approval is required to so assign, transfer or convey such Transferred Contract or Assumed Lease and, in either case, promptly upon receipt thereof, for no additional consideration, Seller, on the one hand, and Buyer (or a Designated Purchaser) on the other hand, shall enter into an assignment and assumption agreement, in substantially the same form as the Assignment and Assumption Agreement (to the extent related to the assignment and assumption of Transferred Contracts), to effect the assignment and transfer of such Transferred Contract or Assumed Lease to Buyer (or a Designated Purchaser).  Seller and Buyer shall keep such other party reasonably apprised of the status of the foregoing.

(ii)                                  Seller and/or its Affiliates may (but are not required to) make commercially reasonable accommodations, waivers, modifications or amendments to such Transferred Contracts or Assumed Leases in order to obtain any required consent, waiver or approval with respect to such Transferred Contracts or Assumed Leases; provided, however, that Seller shall obtain Buyer’s consent (not to be unreasonably withheld, conditioned or delayed) prior to making any accommodations, waivers, modifications or amendments to such Transferred Contracts or Assumed Leases if the effect of such accommodations, waivers, modifications or amendments would reasonably be expected to have a material and adverse economic impact on the commercial relationship between the Business and the applicable customer.

The parties acknowledge and agree that Seller’s obligation to use “reasonable best efforts” pursuant to this Section 5.9(c) with regard to the assignment of any Customer Contract shall be interpreted giving due regard to any transfer of Business Employees with (1) the title of Relationship Manager or (2) responsible for management of the commercial relationship with the counterparty to such Customer Contract to Buyer or its Affiliates in accordance with this Agreement.

(d)                                 Following the date hereof, and until (x) the transfer of the applicable Transferred Contract or Assumed Lease contemplated by Section 5.9(c)(i) or (y) the Termination Date applicable thereto, without limiting the parties’ obligations under Section 5.9(c), Seller and Buyer shall cooperate to establish an agency relationship or other similar arrangement reasonably satisfactory to Seller and Buyer under which Buyer would obtain, as of the Effective Time, to the fullest extent practicable and not prohibited by any Law or any Contract to which Seller or its Affiliate and a Third Party are bound, all of the claims, rights and benefits, and assume the corresponding Liabilities and obligations under Transferred Contracts with suppliers or vendors and under the Assumed Leases (it being understood that Transferred Contracts with customers of the Business are addressed in Section 5.9(c) and Section 5.9(e) and Section 2.12.2 of the Transitional Services Agreement) in accordance with this Agreement (including by means of any subcontracting sublicensing or subleasing arrangement) or under which Seller would enforce at the direction of and for the benefit of Buyer, with Buyer assuming and agreeing to pay Seller’s or its applicable Affiliate’s obligations and expenses, any and all claims, rights and benefits of Seller or its applicable Affiliate against a Third Party thereto.  In connection with such arrangement, with respect to the period from and after the Effective Time, (A) Seller will promptly pay, assign and remit to Buyer when received (or, with respect to monies or other

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consideration in respect of such Transferred Contract or Assumed Lease received prior to the inception of such arrangement in respect of periods from and after the Effective Time, then upon inception of such arrangement) all monies and other consideration received by it or an Affiliate under any applicable Transferred Contract or Assumed Lease (or any claim, right, benefit arising thereunder or resulting therefrom) not otherwise transferred pursuant to this Section 5.9 and (B) Buyer will promptly pay, perform or discharge when due any Liability arising thereunder assumed pursuant to Section 2.3(b).  Buyer shall indemnify the Seller Indemnified Parties (as defined below) for all Losses arising out of any actions (or omissions to act) of Seller or its Affiliates taken at the direction of Buyer or its Affiliates with respect to such Transferred Contract or Assumed Lease in connection with the arrangements contemplated by this Section 5.9(d).  Seller shall, at Buyer’s expense, take all such actions and execute all such documents as required by Buyer, to the extent commercially reasonable, to facilitate the performance by Buyer of its obligations under this Section 5.9(d) or to amend, modify or otherwise alter, or waive any rights under, any such Transferred Contract or Assumed Lease as reasonably requested by Buyer in fulfilling its obligations under this Section 5.9(d).

(e)                                  From and after the Closing Date, Seller shall remit to Buyer (or such of Buyer’s Affiliates as Buyer may direct) all amounts received by or on behalf of Seller or its Affiliates (i) in respect of periods at or after the Effective Time under the Customer Contracts and the Participation Agreements (to the extent contemplated by Section 2.1(b)), whether collected prior to, at or after the Effective Time, (ii) in respect of the Accounts Receivable or the Charged-Off Receivables collected at or after the Effective Time, (iii) all interest, fees and other amounts allocable to the Business in respect of Deposits (net of amounts paid to customers) in respect of periods at or after the Effective Time and (iv) any other revenues attributable to the Purchased Assets (including the Delayed Transfer Purchased Assets) in respect of periods at or after the Effective Time.  Seller shall remit such amounts actually collected during a calendar month not later than the third (3rd) Business Day of the month immediately following such month or as otherwise agreed by the parties, except that any such amounts collected prior to the Closing in respect of periods at or after the Effective Time shall be paid to Buyer on the Closing Date.  Promptly following the date hereof, the parties shall cooperate in good faith to develop and agree upon the form, content, method and frequency of delivery of reports to be prepared by Seller with respect to amounts to be paid to Buyer or its Affiliates pursuant to this Section 5.9(e), and Seller shall commence providing such reports immediately following the Closing.  Seller shall permit Buyer, at Buyer’s expense, to audit Seller’s collection, calculation and payment of the amounts contemplated by this Section 5.9(e) in accordance with Section 5.6(c).

(f)                                   Notwithstanding anything in this Section 5.9 to the contrary:

(i)                                     Buyer, on the one hand, and Seller, on the other hand, shall, subject to Section 5.9(f)(ii), each pay fifty percent (50%) of any and all reasonable out-of-pocket costs, expenses and fees in connection with obtaining any consent, waiver or approval contemplated in this Section 5.9; it being understood that no customer of the Business shall be charged a conversion or “set up” fee in connection with the transactions contemplated by this Agreement.

(ii)                                  None of Seller, Buyer or their respective Affiliates shall be obligated to pay any money (other than a de minimis amount) or to offer or grant other

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financial or other accommodations in connection with obtaining any consent, waiver or approval with respect to such Transferred Contracts or Assumed Leases or making any accommodations, waivers, modifications or amendments to such Transferred Contracts or Assumed Leases in order to obtain any such required consent, waiver or approval.

(iii)                               The failure to obtain any consent, waiver or approval with respect to any Transferred Contract or Assumed Lease, shall not (A) constitute a failure to satisfy any condition set forth in Article VI or (B) relieve Buyer from its obligation to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(iv)                              Seller shall be entitled to terminate, in a manner permitted by Law and the terms of the applicable Transferred Contract, any Transferred Contract or Assumed Lease referred to in Section 5.9(a) (or any claim, right, benefit or Liability of Seller or its Affiliates arising thereunder or resulting therefrom) at any time upon the earlier of (x) the date on which any counterparty to such Transferred Contract or Assumed Lease, as applicable, notifies Seller or Buyer in writing of its intent not to provide the requisite consent, waiver or approval related to such Transferred Contract or Assumed Lease contemplated by Section 5.9(b)(i) or Section 5.9(c)(i) (but in no event earlier than ninety (90) days following the Closing Date) and (y) January 1, 2020; provided that in no event shall Seller or any of its Affiliates deliver any notice of termination of any Customer Contract prior to the date that is six (6) months after the Closing Date, unless otherwise agreed by the parties.  Seller may effect such termination by commencing a proceeding in a court of competent jurisdiction to substitute Buyer or an Affiliate of Buyer (if requested by Buyer) or another Person (if declined by Buyer) as fiduciary for Seller or its Affiliates under Law.  In the sole discretion of Buyer, Buyer or an Affiliate of Buyer may join any such proceeding as a party; provided, however, that Buyer shall provide all assistance reasonably requested by Seller to cause Buyer or its applicable Affiliate (if requested by Buyer) or another Person (if declined by Buyer) to be substituted as fiduciary for Seller or its Affiliates with respect to such Transferred Contract or Assumed Lease.

(g)                                  Prior to the Closing, Seller shall use its commercially reasonable efforts to procure any license, permit, consent or approval needed from a Third Party in order for Seller to provide, or procure the provision of, any Service to Buyer under the Transitional Services Agreement (a “Third Party TSA Consent”).  Buyer shall use commercially reasonable efforts to provide Seller with such assistance as Seller may reasonably require in order to obtain or maintain any Third Party TSA Consent, including assistance with negotiating the terms of such consent with the relevant Third Party.  All costs and expenses incurred in connection with procuring any Third Party TSA Consent shall be allocated as set forth in Section 5.9(g) of the Seller Disclosure Letter.

Section 5.10                            Further Assurances.

(a)                                 Subject to, and not in limitation of, Section 5.7 and Section 5.9, each of Seller and Buyer shall, and shall cause its respective Affiliates to, (i) execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry

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out the provisions of this Agreement and each of the Ancillary Agreements and give effect to the transactions contemplated by this Agreement and each of the Ancillary Agreements, (ii) refrain from taking any actions that would reasonably be expected to impair, delay or impede the Closing, (iii) cooperate and use commercially reasonable efforts to obtain, no later than the Closing Date, the consent, waiver or approval of any Third Party that may be or may become reasonably necessary, proper or advisable to be made or obtained (as applicable) by Seller, Buyer or their respective Affiliates to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements and (iv) without limiting the foregoing, use its reasonable best efforts to cause all of the conditions to the obligations of the other party to consummate the transactions contemplated by this Agreement to be met on or prior to the Outside Date.

(b)                                 After the Closing, each of Seller and Buyer shall, and shall cause its respective Affiliates to, use its or their reasonable best efforts, from time to time, to execute and deliver, at the reasonable request of the other party, such additional documents and instruments, including any assignment or assumption agreements, bills of sale, instruments of assignment, consents and other similar instruments in addition to those required by this Agreement, as may be reasonably required to give effect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, and to provide any documents or other evidence of ownership as may be reasonably requested by Buyer to confirm Buyer’s ownership of the Purchased Assets and the assumption of the Assumed Liabilities.

Section 5.11                            Wrong Pockets.

(a)                                 In the event that record or beneficial ownership or possession of any property, right, agreement or asset that is not a Purchased Asset has been assigned, conveyed or transferred by Seller or its Affiliates to Buyer or any of its Affiliates on or after the Effective Time, Buyer shall, promptly following Seller’s request, use its (and shall cause its Affiliates to use their) commercially reasonable efforts to assign, convey and transfer such property, right, agreement or asset to Seller or its designated Affiliate (it being understood that if any consent, waiver or approval of any Third Party that has not been obtained (or lapse of statutory or contractual period to object that has not occurred) is required, Section 5.9 (Consents) shall apply).  Pending such transfer to Seller or its designated Affiliate, Buyer shall hold such property, right, agreement or asset and provide to Seller or its designated Affiliate all of the benefits, rights, obligations and liabilities associated with the ownership and operation of such property, right, agreement or asset and, accordingly, Buyer shall cause such property, right, agreement or asset to be operated or retained as may reasonably be instructed by Seller, and Seller shall indemnify Buyer for the Losses resulting from such operation or retention, so long as such operation or retention by Buyer or its Affiliates are in accordance with Seller’s instructions, except that Seller shall not be required to indemnify Buyer for any Losses arising from such operation or retention that are finally judicially determined to have resulted primarily from Buyer’s or its Affiliates’ willful misconduct or gross negligence.

(b)                                 Subject to Section 5.9 and Section 2.12.2 of the Transitional Services Agreement, in the event that record or beneficial ownership or possession of a Purchased Asset has not been assigned, conveyed or transferred by Seller to Buyer or its Affiliates on or after the Effective Time, Seller shall use its commercially reasonable efforts to assign, convey and

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transfer such asset to Buyer or its designated Affiliate (it being understood that if any consent, waiver or approval of any Third Party that has not been obtained (or lapse of statutory or contractual period to object that has not occurred) is required, Section 5.9 (Consents) or Section 2.12.2 of the Transitional Services Agreement, as applicable, shall apply).  Pending such transfer to Buyer or its Affiliates, Seller shall hold such Purchased Asset and provide to Buyer or its designated Affiliate all of the benefits, rights, obligations and liabilities associated with the ownership and operation of such Purchased Asset and, accordingly, Seller shall cause such Purchased Asset to be operated or retained as may reasonably be instructed by Buyer, and Buyer shall indemnify Seller or its Affiliates for the Losses resulting from such operation or retention so long as such operation or retention are in accordance with Buyer’s or its Affiliates’ instructions, except that Buyer shall not be required to indemnify Seller for any Losses arising from such operation or retention that are finally judicially determined to have resulted primarily from Seller’s or its Affiliates’ willful misconduct or gross negligence.

(c)                                  In the event that any information, including Personal Information, is transmitted between Seller or its Affiliates (or their Representatives), on the one hand, to Buyer or its Affiliates (or their Representatives), on the other hand, that Seller or its Affiliates or Buyer or its Affiliates, as applicable, was not permitted or entitled to transmit by Law or fiduciary obligation at the time of transmittal, upon notice of such from the disclosing party, the receiving party shall (and shall cause its Affiliates and Representatives to) (i) promptly return or destroy such information (to the extent such information is capable of being returned or destroyed) and (ii) keep such information confidential in accordance with Section 5.4.

(d)                                 In the event that either Seller or Buyer becomes aware of the circumstances specified in the foregoing subsections of this Section 5.11, it shall promptly notify the other thereof.

Section 5.12                            TSA Coordination.

(a)                                 Promptly after the date hereof, with effect from the Effective Time, each of Seller and Buyer shall appoint one representative (each, a “TSA Representative”), each of whom shall act as the principal points of contact between the parties hereto in relation to matters arising under the Transitional Services Agreement.  The TSA Representatives shall be an assistant vice president or more senior level employee in order to facilitate productive meetings.

(i)                                     Section 5.12(a)(i) of the Seller Disclosure Letter sets forth the name, address, phone number and email address for the initial Seller TSA Representative.

(ii)                                  Section 5.12(a)(ii) of the Buyer Disclosure Letter sets forth the name, address, phone number and email address for the initial Buyer TSA Representative.

(b)                                 Each of Seller and Buyer shall be entitled to replace its respective TSA Representative at any time with a person of comparable seniority, but shall give the other party as much notice as reasonably practicable of such replacement.

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(c)                                  Commencing after the date hereof, and continuing until the Effective Time, the TSA Representatives shall meet at least bi-weekly to discuss the matters described in this Section 5.12, and/or as otherwise agreed.

(d)                                 Commencing promptly after the date hereof, the TSA Representatives shall discuss in good faith and (i) use reasonable best efforts to agree on (A) the final schedules describing the Services to be provided pursuant to the Transitional Services Agreement, (B) a final schedule of Migration Services and Separation Services to be provided pursuant to the Transitional Services Agreement and (C) a final list of Delayed Transfer Purchased Assets, in each case to facilitate the efficient provision of services pursuant to the Transitional Services Agreement, and (ii) begin to develop the Migration Services and Separation Plan (as such term is defined in the Transitional Services Agreement).  The fees for Services to be provided pursuant to the Transitional Services Agreement shall be set in a manner consistent with that contemplated by the Form of Transitional Services Agreement attached hereto as Exhibit B.

(e)                                  At least ten (10) days prior to the Closing, Seller shall provide Buyer with a written description of any continued use of the Leased Real Property that will be required by or on behalf of Seller’s and its Affiliates’ employees, which use will not extend beyond the term of the Transitional Services Agreement, will be in the ordinary course consistent with past practice and will be on a “pass-through” cost basis.

(f)                                   The parties agree that until a given Seller-Controlled Asset has been transferred to Buyer or its Affiliates as set forth in this Agreement, such Seller-Controlled Asset shall be operated in a manner consistent with Section 5.12(f) of the Seller Disclosure Letter and otherwise as mutually agreed by Buyer and Seller.  Commencing promptly after the date hereof, the parties shall discuss in good faith and shall cooperate to agree on a governance plan to provide a framework to resolve any disputes between the parties hereto with respect to the operation of the Seller-Controlled Assets that have not yet been transferred to Buyer or its Affiliates as set forth in this Agreement (the “Governance Plan”) as contemplated in Section 5.12(f) of the Seller Disclosure Letter.

Section 5.13                            Compliance with WARN Act.  The parties hereto agree to cooperate in good faith, including by sharing information about terminations of employment in a timely manner, until ninety (90) days following the Hire Date, to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar applicable state and local Law (the “WARN Act”) as a result of the transactions contemplated by this Agreement.  Buyer shall be responsible for any obligation with respect to the Transferred Employees under the WARN Act arising or accruing on or after the Effective Time.  Seller shall be responsible for any such obligation arising or accruing before the Effective Time.

Section 5.14                            Notice; Supplemental Disclosure.

(a)                                 Until the Effective Time, subject to Section 5.4 (Confidentiality), Buyer and Seller promptly shall notify each other in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that is reasonably

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likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied.

(b)                                 Seller shall be permitted to reference as an exception to the certificate required to be delivered to Buyer pursuant to Section 6.1(a)(iii), and Buyer shall be permitted to reference as an exception to the certificate required to be delivered to Seller pursuant to Section 6.2(a)(iii), any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that it has disclosed to the other party prior to the Closing; provided, however, that any such exception will not affect or be deemed to modify any representation or warranty in Article III or Article IV of this Agreement, any condition set forth in Section 6.1(a)(i) or Section 6.2(a)(i), or any of the parties’ rights to indemnification hereunder (pursuant to Article VIII or otherwise).

Section 5.15                            Intellectual Property Matters.

(a)                                 Buyer hereby acknowledges and agrees that (i) neither Buyer nor its Affiliates are acquiring, and the Purchased Assets do not include any right, title or interest in or to, or right to use, any (A) Wells Fargo Marks or (B) other Wells Fargo Retained IP and (ii) prior to and following the Effective Time, none of Buyer or any of its Affiliates shall have any right, title or interest in or to, or right to use, and Buyer covenants that it and its Affiliates (including, after the Effective Time, in its use of the Purchased Assets or otherwise) will not hereafter adopt, use, apply to register or register, or authorize others to adopt, use, apply to register or register, any (A) Wells Fargo Marks, except as expressly set forth in Section 5.15(b) or (B) other Wells Fargo Retained IP, except as expressly set forth in the Transitional Services Agreement, in Section 5.15(f) or as otherwise agreed by the parties.

(b)                                 Buyer and its Affiliates may, solely in its or their use of the Purchased Assets, utilize materials and assets (including stationery, forms, business cards and other similar items) that bear the Wells Fargo Marks as of the Closing Date for the periods set forth in this Section.  Buyer shall, and shall cause its Affiliates to, remove, strike over, or otherwise obliterate all Wells Fargo Marks from all such assets and materials, within thirty (30) days after, (i) with respect to customer-facing materials (such as statements, Software and interfaces to software), the date on which the Software platform used to service the products provided to such customers (or potential customers) is migrated to Buyer or its designee pursuant to the Transitional Services Agreement, (ii) with respect to other Purchased Assets, the date on which such Purchased Asset is transferred to Buyer or its designee, or (iii) such later date as may be consented to in writing by Seller (such consent shall not be unreasonably withheld, conditioned or delayed).  Notwithstanding the foregoing, Buyer and its Affiliates may retain such assets and materials with Wells Fargo Marks for internal, non-promotional archival purposes, to indicate the historic affiliation of the Business with Seller or otherwise to the extent required by applicable document retention policies. Any use by Buyer or any of its Affiliates under this Section 5.15(b) of any materials and assets that bear the Wells Fargo Marks is subject to the use of such materials and assets in a form and manner, and with standards of quality, as in effect for such materials, assets and Wells Fargo Marks as of the Closing Date. None of Buyer or any of its Affiliates shall use the Wells Fargo Marks in a manner that may reflect negatively on the Wells Fargo Marks or on Seller or its Affiliates. Seller may terminate the foregoing license, effective immediately, if Buyer or any of its Affiliates fails to promptly comply with the foregoing terms and conditions or

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any reasonable direction of Seller or one of its Affiliates in relation to the use of the Wells Fargo Marks. Following the Effective Time, Buyer shall, and shall cause its Affiliates to, not hold itself out as having any affiliation with Seller or any of its Affiliates. Each of the parties hereto acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 5.15(b) would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Seller and its Affiliates shall be entitled to specific performance of the terms hereof and immediate injunctive relief and other equitable relief, without the necessity of proving the inadequacy of money damages as a remedy, and the parties hereto further hereby agree to waive any requirement for the securing or posting of bond or other undertaking, in any action which may be brought to enforce any of the provisions of this Section 5.15(b).

(c)                                  Prior to using any materials and assets that bear the Wells Fargo Marks as permitted under Section 5.15(b), Buyer and its Affiliates shall, at their sole cost and expense and in a form acceptable to Seller, notify customers of the Business (as of immediately prior to the Effective Time) of the consummation of the transactions contemplated by this Agreement.

(d)                                 Buyer and its Affiliates shall indemnify and hold harmless Seller and its Affiliates for all Losses arising from or relating to the matters described in this Section 5.15, including the use by Buyer or any of its Affiliates of the Wells Fargo Marks (and materials and assets that bear the Wells Fargo Marks) pursuant to Section 5.15(b).

(e)                                  Subject to the terms of this Section 5.15(e), Buyer hereby grants, on behalf of itself and its Affiliates, to Seller and its Affiliates, effective as of the Effective Time, a non-exclusive, fully paid-up, irrevocable, worldwide, perpetual right and license to use, reproduce, store, distribute, communicate, copy, modify, display, transmit and create derivative works of the Business IP (excluding any rights in Trademarks) for any and all purposes following the Effective Time.  Seller and its Affiliates shall not have any rights to any enhancements, improvements or other modifications to the Business IP made by or on behalf of Buyer or its Affiliates after the Effective Time, and neither Buyer nor its Affiliates shall have any rights to any enhancements, improvements or other modifications to the Business IP made by or on behalf of Seller or its Affiliates after the Effective Time.  All use of the Business IP by or under authority of Seller or its Affiliates (or their successors and assigns) from and after the Effective Time shall be on an “AS IS, WHERE IS” basis, with all faults and all express and implied representations and warranties disclaimed, and at their sole risk.  The license to the Business IP granted under this Section 5.15(e) shall be sublicensable to Third Party service providers of Seller or its Affiliates, and shall be assignable and transferable to successors in interest to all or a portion of the businesses of Seller or its Affiliates, in each case without the prior written consent of Buyer.

(f)                                   Subject to the terms of this Section 5.15(f), Seller hereby grants, on behalf of itself and its Affiliates, to Buyer and its Affiliates, effective as of the Effective Time, a non-exclusive, fully paid-up, irrevocable, worldwide, perpetual right and license to use, reproduce, store, distribute, communicate, copy, modify, display, transmit and create derivative works of, for any and all purposes, solely in connection with the Business, any Wells Fargo Retained IP that is reasonably necessary for the conduct of the Business following the Effective Time and migration of any applicable Services under the Transitional Services Agreement; provided that

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such license shall not apply to any Wells Fargo Retained IP that (i) is a Trademark, (ii) Seller or any of its Affiliates uses to provide services pursuant to the Transitional Services Agreement or (iii) during the twelve (12) months prior to the Effective Time, is only used in connection with the Business because it was used in connection with an Excluded Service (as such term is defined in the Transitional Services Agreement). Buyer and its Affiliates shall not have any rights to any enhancements, improvements or other modifications to such Wells Fargo Retained IP made by or on behalf of Seller or its Affiliates after the Effective Time, and neither Seller nor its Affiliates shall have any rights to any enhancements, improvements or other modifications to such Wells Fargo Retained IP made by or on behalf of Buyer or its Affiliates after the Effective Time. All use of such Wells Fargo Retained IP by or under authority of Buyer or its Affiliates (or their successors and assigns) from and after the Effective Time shall be on an “AS IS, WHERE IS” basis, with all faults and all express and implied representations and warranties disclaimed, and at their sole risk. The license to the Wells Fargo Retained IP granted under this Section 5.15(f) shall be sublicensable to Third Party service providers of Buyer or its Affiliates, and shall be assignable and transferable to successors in interest to all or a portion of the businesses of Buyer or its Affiliates, in each case without the prior written consent of Seller.

Section 5.16                            [Reserved].

Section 5.17                            Investment Management Matters.  Subject to (i) any and all rights of a client at such client’s initiative to request or direct a change, (ii) a client’s continued right to remain in the share classes in which it is invested and (iii) any actions deemed necessary or appropriate for Buyer and its Affiliates to comply with any and all applicable fiduciary duties and responsibilities, including those imposed under ERISA, Buyer and its Affiliates shall not target replacing any of the Seller-affiliated or Seller Affiliate-affiliated investment assets identified in Section 5.17 of the Seller Disclosure Letter (“Seller Funds”) held as of immediately prior to the Effective Time by Plans (excluding any managed account) with at least ten million dollars ($10,000,000) in assets under administration, for a period of two (2) years after the Closing Date. Notwithstanding the foregoing:

(a)                                 the continued inclusion of Seller Funds in Buyer’s and its Affiliates’ investment product options for the Plans shall be subject to the criteria applicable to other similarly situated investment product options of Buyer and its Affiliates, including performance criteria, risk-adjusted returns, compliance and disclosure standards, maximum fee requirements and minimum asset requirements;

(b)                                 Buyer and its Affiliates and their respective Representatives shall not be restricted from providing any good faith investment advice or other investment advisory services as long as the advice or services do not target Seller Funds; and

(c)                                  Buyer and its Affiliates shall not be restricted from highlighting any investment product as a prospective investment option in connection with any response to a request for proposal or request for information made by a customer of the Business, including in connection with the repricing of the services provided to an existing Plan (collectively, “RFP/RFI”), or from subsequently replacing Seller Funds with such investment products in connection with any such Plan; provided, however, that Buyer and its Affiliates shall not target

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the funds set forth in Section 5.17(c) of the Seller Disclosure Letter as part of an RFP/RFI unless otherwise permitted by this Section 5.17.

Section 5.18                            Insurance.  Buyer acknowledges that all insurance coverage for the Business under policies of Seller and its Affiliates may be terminated as of the Effective Time and, following the Effective Time, no claims may be brought against any insurance policy of Seller or its Affiliates by Buyer or its Affiliates, other than, if the events underlying such claim occurred prior to the Effective Time, under any occurrence-based policy of Seller and its Affiliates with respect to the Business.  In connection with claims brought under any such policy, (a) Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate and provide to each other any information and assistance that is reasonably requested and is capable of being provided without unreasonably undue cost or burden and (b) claims brought under any such policy (and assistance in connection therewith) shall be at Buyer’s sole cost and expense (including any applicable retentions or deductibles in connection with such claims).

Section 5.19                            Participation Agreements.

(a)                                 Following the date hereof, Seller shall reasonably cooperate with Buyer and its applicable Affiliates in connection with their negotiation of and entry into new participation agreements between Buyer or Buyer’s applicable Affiliates, on the one hand, and each applicable mutual fund organization or asset manager that is an Affiliate of Seller that provides the Business mutual funds or other investment products as investment options, on the other hand, upon arm’s length terms and conditions, in order for Buyer or its applicable Affiliates to obtain rights, benefits and obligations of a similar nature to those that Seller or its Affiliates (in connection with the Business) received through Participation Agreements with Affiliates of Seller prior to the date hereof.

(b)                                 To the extent that Buyer or its applicable Affiliates have not entered into such agreements by the Closing, Seller shall cooperate with Buyer to implement a mutually agreeable arrangement pursuant to the Transitional Services Agreement, under which Buyer and its Affiliates would, to the extent in compliance with Law and the fiduciary obligations of Seller and/or its Affiliates, obtain the benefits and assume the obligations of Seller under the Participation Agreements, in accordance with the terms and conditions set forth in the Transitional Services Agreement, to mitigate any interruption in access or use of the Seller-affiliated or Seller Affiliate-affiliated investment assets mutual funds or other investment products as investment options.

Section 5.20                            Confidentiality Agreements.  From and after the Closing, Seller Parent shall give Buyer prompt written notice of any breach or default (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach) by any Third Party to any nondisclosure, confidentiality or similar agreements that Seller Parent entered into on or after October 1, 2018 with bidders or other Third Parties in connection with the sale of the Business (each, a “Business Confidentiality Agreement”) of which such breach Seller Parent or any of its Affiliates become aware, or the receipt of any notice or other communication from any Third Party to any Business Confidentiality Agreement with respect to any such breach by any Third Party to such Third Party’s applicable Business Confidentiality

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Agreement.  From and after the Closing, Seller Parent shall promptly provide Buyer any information reasonably requested by Buyer relating to any such breach of a Business Confidentiality Agreement, whether occurring on or after the date hereof, to the extent such information is permitted to be disclosed to Buyer pursuant to the terms of the applicable Business Confidentiality Agreement.  As and when directed by Buyer, in connection with any such breach of any Business Confidentiality Agreement that is or would reasonably be expected to be detrimental to Buyer or its Affiliates, Seller Parent shall, at Buyer’s sole cost and expense, enforce its rights and pursue all reasonable remedies under any Business Confidentiality Agreement in accordance with the terms and conditions set forth therein.

Section 5.21                            Settlement of Intercompany Accounts.  Seller shall use reasonable best efforts to, effective upon the Effective Time, execute and deliver such releases, termination agreements and discharges as are necessary to terminate, eliminate or release, as applicable (by way of capital contribution, cash settlement or as otherwise determined by Seller in its sole discretion), each and every arrangement, commitment, receivable, payable, claim, demand, right and loan, in each case, arising under a Transferred Contract between Seller, on the one hand, and any of Seller’s Affiliates, on the other hand (collectively, “Terminating Intercompany Agreements”).  Seller shall, on the one hand, and Buyer shall, and shall cause its Affiliates, on the other hand, to, fully and finally waive and release, effective as of the Effective Time, any Liabilities or other rights arising under any Terminating Intercompany Agreement (including such Liabilities or other rights that may arise as a result of the termination of such Terminating Intercompany Agreement).

Section 5.22                            Performance by Seller.  Subject to Law, Seller shall cause its Affiliates to comply with the terms of, and satisfy the conditions in, this Agreement that apply to such Affiliates, and to perform the obligations to be performed by such Affiliates prior to the Effective Time or the Closing, as applicable, under this Agreement, in each case subject to the terms, conditions and limitations set forth herein.

Section 5.23                            Performance by Buyer.  Subject to Law, Buyer shall cause its Affiliates to comply with the terms and conditions of this Agreement that apply to such Affiliates, and to perform the obligations to be performed by such Affiliates prior to the Effective Time or the Closing, as applicable, under this Agreement, in each case subject to the terms, conditions and limitations set forth herein.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1                                   Conditions to Obligations of Buyer.  The obligations of Buyer to effect the Closing shall be subject to the following conditions, except if waived in writing, if permissible, by Buyer:

(a)                                 Representations and Warranties and Covenants of Seller.