Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to Two Billion (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($2,000,000,000937,500,000) (the “Unadjusted Cash Purchase Price”) plus (A)(iB)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (BC) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (CD) the amount equal to the Closing Transaction Expenses, minus plus (DE) the Pension Plan Purchase Price Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), so adjustedcollectively, the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus plus (D) the Pension Plan Purchase Price AdjustmentShare Adjustment Amount plus (E) the VWAP Adjustment Amount. For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Cash Purchase PricePrice based thereon (and based on the Share Adjustment Amount and the VWAP Adjustment Amount, if any, as notified by Purchaser). Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Varta Companies Equity Interests under Section 2.01(a) and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is Seller not less than five (5) Business Days prior to the Closing Date as the transferor of the relevant Battery Varta Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to on the Closing Date) an amount of cash equal to Two Billion Dollars One Hundred Eighty Million Euros ($2,000,000,000€180,000,000) (the “Unadjusted Purchase Price”) plus (A)(iA) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment, minus (E) the R&D Alkaline Capex Purchase Price Adjustment, minus (F) the Stranded Costs Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”). Section 2.03(a) of the Seller Disclosure Letter sets out those items of Indebtedness that the Seller and Purchaser have agreed are to be treated as Funded Indebtedness. (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(iA) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the amount of the Estimated Pension Plan Purchase Price Adjustment, minus (E) the R&D Alkaline Capex Purchase Price Adjustment, minus (F) the Stranded Costs Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii)): (I) the amount of Closing Net Indebtedness for the purposes of the Estimated Purchase Price shall be equal to the amount identified in Section 2.03(a) of the Seller Disclosure Letter as the “Estimated Closing Net Indebtedness” and shall then be subject to adjustment following the Closing Date pursuant to Section 2.04 and using the methodology set out in Section 2.03(a) of the Seller Disclosure Letter, and (II) Seller shall prepare and deliver to Purchaser, not less than three five (35) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iviii) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions definition of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two three (23) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness Capital and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified 29 Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration the purchase price for the sale and transfer of the Battery Companies Equity Interests and the Transferred Purchased Assets under (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 2.01(a7.08, minus the Delayed Payment (as defined in Section 2.03(a)(ii)); (ii) and At the assumption of the Assumed LiabilitiesDelayed Closing, Purchaser Buyer shall pay, or shall cause to be paid, to the applicable Seller, the applicable payment set forth opposite such Seller’s name on Section 2.03(a)(ii)Section 2.02(c)(iii) of the Seller Disclosure Schedule (the “Delayed Payment”); and (iii) Buyer shall assume the Initial Assumed Liabilities at the Closing (or any Delayed Closing as provided in Section 2.06(b)) and shall assume the applicable Later Assumed Liabilities at the applicable Later Closing (or, as applicablewith respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, one or more Affiliates such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of Seller immediately available funds to a bank account designated to Buyer in writing by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less Parent no later than three (3) Business Days prior to the Closing Date. The Delayed Payment shall be paid at the Delayed Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than one (1) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal Business Days prior to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Delayed Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”)Date. (bc) As used soon as practicable, and in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus any event not later than one hundred eighty (A)(i180) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before days after the Closing Date, Parent shall provide for Buyer’s review and comments a written statement certified proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by an officer country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of Seller the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Closing NoticeProposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) setting forth Seller’s day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments resolve their differences with respect to the computation Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. Subject to adjustment pursuant to Section 2.09, the aggregate purchase price for the Interests shall be comprised of (A) a cash amount equal to (a) Subject to $130,000,000, (b) (i) plus, if the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which Estimated Closing Net Debt is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three the Reference Net Debt Amount, the amount by which the Reference Net Debt Amount exceeds the Estimated Closing Net Debt or (3ii) Business Days prior to minus, if the Estimated Closing Date) an Net Debt is greater than the Reference Net Debt Amount, the amount of cash equal to Two Billion Dollars by which the Estimated Closing Net Debt exceeds the Reference Net Debt Amount, ($2,000,000,000c) (the “Unadjusted Purchase Price”i) plus (A)(i) plus, if the Modified Estimated Closing Working Capital is greater than the Reference Working Capital Upper TargetMaximum, the amount equal to by which the Modified Estimated Closing Working Capital minus exceeds the Reference Working Capital Upper Target Maximum or (ii) minus, if the Modified Estimated Closing Working Capital is less than the Reference Working Capital Lower TargetMinimum, the amount equal to by which the Modified Reference Working Capital Minimum exceeds the Estimated Closing Working Capital, (d) minus, if the Estimated Closing Net Deferred Revenue is greater than the Reference Net Deferred Revenue Amount, the amount by which the Estimated Closing Net Deferred Revenue exceeds the Reference Net Deferred Revenue Amount, (e) minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Notified Transaction Expenses, (f) minus the Bonus Amounts, (Dg) minus the Pension Plan Purchase Price Adjustment net present value of any corporate tax deduction (determined using a 42% corporate tax rate) reasonably estimated by the Purchaser to be foregone as the result of any payment of compensation (by either the Purchaser or the Register Entities) that the Purchaser has reasonably characterized as an “excess parachute payment” within the meaning of Section 280G of the Code; and (h) plus the Prepaid Reporting Tail Coverage Amount and/or minus the Post Closing Reporting Tail Coverage Amount, as applicable (the Unadjusted Purchase Pricesum or difference, so adjustedas applicable, of clauses (a), (b), (c), (d), (e), (f), (g) and (h) of this Section 2.02(A) being the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus and (B) the amount, Note. The manner in which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash is to be paid as allocated among the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts Sellers is set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt Section 2.02 of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunderDisclosure Schedule.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”). (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capital”), (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, the definitions of “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared in accordance with Section 2.03(b) of the Seller Disclosure Letter, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating the amounts set forth on such Closing Notice. Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration the purchase price for the sale Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) shall equal: (i) the Base Purchase Price, minus (ii) the Closing Indebtedness, minus (iii) the amount by which the Assumed Net Working Capital is less than the Target Assumed Net Working Capital, if any (provided, for purposes of clarity, in no event shall the Purchase Price be increased if the Assumed Net Working Capital is greater than the Target Assumed Net Working Capital), minus (iv) the Aggregate SKU-Level Shortfall. (b) Buyer shall pay to (i) Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to (A) the Estimated Purchase Price minus (B) the Escrow Amount and (ii) Wilmington Trust, N.A. (the “Escrow Agent”), in accordance with the terms of the escrow agreement to be entered into at or prior to the Closing by and among Buyer, Parent and the Escrow Agent (in customary form reasonably acceptable to Buyer and Parent) (the “Escrow Agreement”), an amount equal to $2,500,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms of the Escrow Agreement. (c) The Closing Payment shall be paid at the Closing by wire transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause immediately available funds to be paid, to Seller (or, as applicable, one or more Affiliates of Seller a bank account designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less Parent in writing no later than three (3) Business Days prior to the Closing. For the avoidance of doubt, after Bu▇▇▇ ▇ays the Closing Date) an amount Payment at the Closing, Buyer shall not be obligated to make any additional or duplicate payments to Parent with respect to any portion of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal Price attributable to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (B) the amount, which may be positive or negative, equal to acquisition and transfer of any Purchased Assets after the Closing Net Indebtedness, minus (C) such portions of the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Deferred Purchase PriceAmounts”), which Deferred Purchase Amounts shall be deemed to have been paid by Buyer (on behalf of the applicable Designated Purchaser of such deferred Purchased Assets) to Parent (on behalf of the applicable Seller of such deferred Purchased Assets), to be held for administrative convenience to fund the payment of such deferred Purchased Assets at the subsequent closing, in accordance with Section 2.06(c). (bd) As used Prior to Closing, Parent and Buyer shall cooperate in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: to determine (i) the Modified Working Capital allocation of the Purchase Price (and any other capitalizable costs, such as Assumed Liabilities, for Tax purposes) by country (and the methodologies used in determining such good faith estimate) and (ii) a general methodology(ies) of allocating the portion of the Purchase Price (and such other capitalizable costs) attributable to each jurisdiction among the Purchased Assets acquired in each such jurisdiction (such amountmethodologies described in clauses (i) and (ii), the “Estimated Modified Working CapitalAllocation Methodology”). As soon as practicable, and in any event not later than thirty (ii30) days after the Closing Net Indebtedness determination of the final Purchase Price pursuant to Section 2.05 or such earlier date as may be required by applicable Law in any relevant jurisdiction in which Purchased Assets are transferred (including, without limitation, to comply with Laws relating to applicable VAT or Conveyance Taxes), Buyer shall provide for Parent’s review and comment a proposed allocation of the Purchase Price as adjusted for all relevant tax purposes to take into account the Assumed Liabilities (1) by country (the “Estimated Closing Net Indebtedness”), (iii) the Closing Transaction Expenses (“Estimated Closing Transaction ExpensesBy Country Allocation”) and (iv2) among the Estimated Purchase Price. Seller agrees that it shall prepare such Closing Notice in accordance with, as applicable, Purchased Assets and the definitions of Assumed Liabilities by asset category within each country (the “Closing Net Indebtedness” and “Closing Transaction Expenses” and, in the case of the Estimated Modified Working Capital, such Closing Notice shall be prepared Within Country Allocation”) in accordance with the methodologies set forth in the Allocation Methodology Schedule, the principles of Section 2.03(b) 1060 of the Seller Disclosure LetterCode, the Treasury Regulations promulgated thereunder, and Seller shall deliver together with such Closing Notice any reasonable supporting material with respect to any estimated amounts used by Seller in calculating other applicable Law (collectively, the amounts set forth on such Closing Notice“Proposed Allocation”). Purchaser Parent shall have two the right to consent or object to the Proposed Allocation during the thirty (230) Business Days from the receipt day period immediately following delivery of the Closing Notice Proposed Allocation. If Parent delivers a notice of objection to provide Seller any comments Buyer during that thirty (30) day period, Parent and Bu▇▇▇ ▇hall negotiate in good faith to resolve their differences with respect to the computation Proposed Allocation. If Parent makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Parent’s delivery of any such a notice of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments). In the event Seller revises such Closing Notice in response to Purchaser’s commentsobjection, the revised statement incorporating revised estimates of Proposed Allocation or the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expensesagreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Pa▇▇▇▇ ▇nd Buyer are unable to reach agreement on the By Country Allocation within thirty (30) days following the delivery to Buyer of Parent’s notice of objection to the Proposed Allocation, the By Country Allocation shall be determined by an internationally recognized independent accounting firm mutually selected by Bu▇▇▇ ▇nd Parent (the “Allocation Accounting Firm”); provided, however, that (i) the Allocation Accounting Firm’s determination shall be made in a manner consistent with the methodologies set forth in the Allocation Methodology (as applicable) and (ii) the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(d). The determination made by the Allocation Accounting Firm of the By Country Allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final By Country Allocation”). Following the receipt of the Final By Country Allocation, Parent and Bu▇▇▇ ▇hall negotiate in good faith for fifteen (15) days to resolve any remaining differences with respect to the Within Country Allocation. If Parent and Buyer are unable to reach agreement on the Within Country Allocation within such period, the Parties may use their own Within Country Allocation otherwise prepared in accordance with this Section 2.03(d) (the “Separate Party Allocations”). All negotiations pursuant to this Section 2.03(d) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(d) shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(d) shall be borne by Parent, on the one hand, and by Buyer, on the other, in accordance with the terms of Section 2.05(c), mutatis mutandis. The Agreed-Upon Allocation or the Separate Party Allocations, as applicable, may be revised by mutual agreement between the Buyer and the Parent, from time to time, prior to and following the Closing Notice hereunderso as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any, and, if necessary, any updates to allocations among any Later Purchased Assets in connection with any Later Closings); provided, that any such revisions shall be made in a manner consistent with the provisions of this Section 2.03(d) and the methodologies set forth on the Allocation Methodology (as applicable). (e) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including IRS Form 8023 and IRS Form 8594 if applicable on a basis consistent with the Agreed-Upon Allocation or the Separate Party Allocations, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or the Separate Party Allocations, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or the Separate Party Allocations, as applicable, is disputed by any Taxation Authority in an Action for which the Buyer (or its Affiliates) or Seller (or its Affiliates), as applicable, is not also party, the party receiving notice of the dispute shall promptly notify the other parties hereto.