EXHIBIT 2.1

EXECUTION VERSION

PURCHASE AGREEMENT

BY AND BETWEEN

THE GOODYEAR TIRE & RUBBER COMPANY,

AND

SUMITOMO RUBBER INDUSTRIES, LTD.

DATED AS OF JANUARY 7, 2025

(PACIFIC STANDARD TIME)

TABLE OF CONTENTS

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2025 (Pacific Standard Time) (the “Effective Date”), is entered into by and between The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear”), and Sumitomo Rubber Industries, Ltd., a company organized under the laws of Japan (“SRI”).

W I T N E S S E T H:

WHEREAS, each of Goodyear and SRI was a party to that certain Umbrella Agreement, dated as of June 14, 1999 (as amended, the “Umbrella Agreement”), pursuant to which Goodyear and SRI established a strategic alliance with respect to, among other things, the manufacture, distribution and sale of tires and certain other rubber and polymer-related businesses;

WHEREAS, the alliance was dissolved (the “Dissolution”), and the Umbrella Agreement was terminated, in accordance with the terms of that certain Framework Agreement by and between Goodyear and SRI, dated as of June 4, 2015 (the “2015 Framework Agreement”);

WHEREAS, Goodyear, directly and indirectly through its Affiliates, is engaged in, among other businesses, the Business (as defined below);

WHEREAS, on February 1, 2023, Goodyear and SRI entered into a confidentiality, nonuse and non-disclosure agreement (the “Confidentiality Agreement”);

WHEREAS, Goodyear wishes to sell and transfer and cause its applicable Affiliates to sell and transfer to SRI, and SRI wishes to purchase and assume and cause its applicable Affiliates to purchase and assume from Goodyear and its Affiliates, the Transferred Assets and Assumed Liabilities, including: (a) the Business Goodwill owned and controlled by Goodyear Operations S.A., a company organized under the laws of the Grand-Duchy of Luxembourg; (b) the Business Goodwill owned and controlled by Goodyear in the United States; (c) the Business Goodwill owned and controlled by Goodyear & Dunlop Tyres (Australia) Pty Ltd., a company organized under the laws of Australia; (d) the Business Goodwill owned and controlled by Goodyear & Dunlop Tyres (NZ), a company organized under the laws of New Zealand; (e) the Transferred Dunlop Trademarks held by (A) Goodyear, (B) Goodyear France SAS, (C) Goodyear Tyres UK Limited, and (D) Goodyear Germany GmbH; (f) certain Internet domain names, tread and sidewall patterns, Patents and Dunlop Materials owned by Goodyear Group Members; (g) the Purchased Inventory; (h) all of the shares in DNA (Housemarks) Limited, a company organized under the laws of England and Wales (“DNA (Housemarks) Limited”), held by Goodyear (the “DNA (Housemarks) Limited Shares”); and (i) all of the shares in SP Brand Holding EESV, a European Economic Interest Grouping organized under the laws of Belgium (“SP Brand Holding”), collectively held by Goodyear France SAS, Goodyear Operations S.A. and Goodyear Germany GmbH (the “SP Brand Holding Shares”) subject to the terms and conditions set forth herein; and

WHEREAS, Goodyear shall cause each of its Affiliates selling and transferring certain Transferred Assets to assent to the transactions contemplated by this Agreement to the extent related to such Affiliate, including by entering into the Transaction Agreements to which such Affiliate is a party;

WHEREAS, in connection with the consummation of the transactions contemplated hereby, SRI has requested, and Goodyear has agreed, to enter into a transition license agreement and a transition offtake agreement, in each case, as further described herein; and

WHEREAS, in connection with the consummation of the transactions contemplated hereby, the Parties have agreed to certain releases, as further described herein.

NOW, THEREFORE, in consideration of the mutual promises made herein and upon the terms and subject to the conditions set forth herein, the Parties hereby agree as follows:

Article I

DEFINITIONS

“2015 Framework Agreement” has the meaning set forth in the Recitals.

“Action” means any claim, complaint, demand, action, cause of action, suit, countersuit, litigation, arbitration, inquiry, audit, notice of violation, citation, summons, subpoena, proceeding or investigation of any nature (civil, criminal, administrative, regulatory or otherwise) by or before any federal, state, local, foreign (non-U.S.) or international Governmental Authority or any arbitration or mediation tribunal.

“Additional Transferred Trademarks” means all “DUNLOP” or “D Device” Trademarks registered or applied for in the Covered Territories with or by any Governmental Authority in connection with the Dunlop Product Universe that are owned by a Goodyear Group Member immediately prior to Closing.

“Affiliate” means with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with, such specified Person; provided, however, that the term “Affiliate” as used herein and in any other Transaction Agreement shall not include any direct or indirect shareholder of Goodyear or SRI or other Persons controlled by those shareholders unless such shareholders or other Persons are expressly included in this Agreement. For this purpose, the term control (including its use in the terms “controlled by” and “under direct or indirect common control with”) means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Person.

“Aggregate Purchase Price” has the meaning set forth in Section ‎2.6.

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“Agreement” has the meaning set forth in the Preamble.

“Allocation Schedule” has the meaning set forth in Section ‎4.15(e)(i).

“Alternate Arrangement” has the meaning set forth in Section ‎2.10.

“Amendment to the Turkey Trademark License” means the amendment to the Trademark License Agreement (DUNLOP Trademarks in Turkey) dated October 1, 2015 between Goodyear, Goodyear Lastikleri Turk Anonim Sirketi and SRI in the form attached hereto as Exhibit M.

“Annual Meeting” has the meaning set forth in Section ‎4.2(a)(iv).

“Anticorruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, legislation implementing the OECD Convention Combating Bribery of Foreign Officials, and any other applicable anti-bribery or anticorruption Laws or regulations.

“Antitrust Laws” means all Laws of any jurisdiction that are designed to prohibit, restrict or regulate actions having the purpose or effect of substantially lessening competition, monopolizing, or otherwise restraining trade, including article 101 and 102 of the Treaty on the Functioning of the European Union, the EU Merger Regulation, the EU Foreign Subsidies Regulation, the HSR Act, the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state antitrust and related Laws.

“Asset Allocation Schedule” has the meaning set forth in Section ‎4.15(e)(ii).

“Assumed Liabilities” has the meaning set forth in Section ‎2.5(a).

“Australia Business Goodwill Transfer Agreement” means the Australia Business Goodwill Transfer Agreement in the form attached hereto as Exhibit K-1A.

“Award” has the meaning set forth in Section ‎8.2(c)(iv).

“BE GAAP” means generally accepted accounting principles as used in Belgium as in effect at the time any applicable financial statements were or are prepared.

“Beneficial Ownership” has the meaning set forth in Section ‎4.2(c).

“Bill of Sale and Assignment Agreement” means a Bill of Sale and Assignment Agreement in the form attached hereto as Exhibit A-1.

“Board” has the meaning set forth in Section ‎4.2(a).

“Business” means the business of marketing, selling and distributing Dunlop Products, as operated by the Goodyear Group in the Covered Territories. For the avoidance of doubt, the Business shall not include any other businesses of the Goodyear Group.

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

“Business Goodwill” means the value associated with the development, enhancement, maintenance, protection and exploitation of the Dunlop brand name, contributing to its overall value and market standing, encompassing elements such as brand reputation and other intangible qualities that enhance the Dunlop brand’s market position, as well as strategic efforts to maintain and enhance the Dunlop business’ positive image, and including the value associated with the intangible assets for sustaining the Dunlop business’ competitive advantage, fostering consumer trust, and ensuring the enduring positive perception of the Dunlop business within its market and industry.

“Business Goodwill Transfer Agreements” means the United States Business Goodwill Transfer Agreement, the Australia Business Goodwill Transfer Agreement, and the New Zealand Business Goodwill Transfer Agreement.

“Business Information” means any non-public Information exclusively related to the Transferred Assets, the Assumed Liabilities, the Transferring Employees or either Transferred Entity.

“Business IP Contracts” means any IP Contracts to which any Transferred Entity is a party, or by which any Transferred Entity or any of its properties or assets may be bound.

“Business Owned IP” means the Transferred IP and any other Intellectual Property owned by a Transferred Entity.

“Claim Certificate” has the meaning set forth in Section ‎7.5(a).

“Closing” has the meaning set forth in Section ‎2.7.

“Closing Date” has the meaning set forth in Section ‎2.7.

“Closing Date Inventory Statement” has the meaning set forth in Section ‎2.9(d)(i).

“Closing Date Inventory Value” means the value of the Purchased Inventory (North America) at the Closing Date, calculated in accordance with Schedule ‎2.9.

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

“Collateral Source” has the meaning set forth in Section ‎7.3(c).

“Commercial Dunlop Trademark License Agreement” has the meaning set forth in Section ‎4.5(f).

“Commercialized Technology” has the meaning set forth in the Memorandum of Agreement.

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

“Consent” means approval, consent, ratification, waiver, registration, qualification, declaration, license, order or other authorization.

“Contract” means any contract, lease, deed, agreement, license, covenant, indenture, note, instrument, arrangement, commitment or any other binding understanding, whether written or oral.

“Court” has the meaning set forth in Section ‎8.2(c)(iv).

“Covered Territories” means the jurisdictions listed in Schedule 1-C.

“Customer Contact List” has the meaning set forth in Section ‎4.3(b).

“Damages” has the meaning set forth in Section ‎7.1.

“Data Protection Laws” means collectively, all applicable Laws to which any Goodyear Group Member is subject with respect to data privacy, data collection, data protection and data security, including relating to the Processing of personal information and the obligation to provide data breach notifications.

“De Minimis Amount” has the meaning set forth in Section ‎7.3(a)(i)(A).

“Disclosure Letters” means, collectively, the Goodyear Disclosure Letter and the SRI Disclosure Letter.

“Dispute” means any dispute, claim, or controversy.

“Dispute Notice” has the meaning set forth in Section ‎8.2(b).

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

“DNA (Housemarks) Limited” has the meaning set forth in the Recitals.

“DNA (Housemarks) Limited Share Transfer Form” means the Share Transfer Form, to be entered into between Goodyear (as seller), SRI or an SRI Assignee (as purchaser), and DNA (Housemarks) Limited, in the form attached hereto as Exhibit A-2.

“DNA (Housemarks) Limited Shares” has the meaning set forth in the Recitals.

“DNA (Housemarks) Trademarks” means those Trademarks owned by DNA (Housemarks) Limited that are set forth on Section 1.1(b)(i) of the Goodyear Disclosure Letter.

“Domain Assignment Agreement” has the meaning set forth in Section ‎4.5(b).

“Dunlop Marketing Materials” has the meaning set forth in the definition of the Dunlop Materials.

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“Dunlop Materials” means all (i) marketing and sales brochures and other similar sales materials used with third parties (the “Dunlop Marketing Materials”) and (ii) flat computer image files of any tread patterns and sidewall patterns listed in Section (D) on Schedule 2.2(a)(ii) that (x) are used as of the Closing in any Dunlop Marketing Materials and (y) are in the reasonable possession or control of a Goodyear Group Member as of the Closing Date.

“Dunlop Products” means all types of vehicle tires and retread tires bearing the “DUNLOP” Trademark or the “D Device” Trademark, but not including motorcycle tires, aircraft tires or solid polyurethane industrial tires.

“Dunlop Product Universe” means the following items, in each case, to the extent bearing the “DUNLOP” Trademark or the “D Device” Trademark: (i) inner tubes, flaps, repair kits, air springs, and tire repair materials, in each case, for Dunlop Products; (ii) vehicle batteries, shock absorbers, accessories and parts and fittings for vehicles; and (iii) services consisting of retreading of tires, retail, repair and fitting, in each case, relating to the Dunlop Products.

“Effective Date” has the meaning set forth in the Preamble.

“Employee Representative” means any union, works council or other employee representative body (including European Works Councils) representing any employees of Goodyear Affiliates that Goodyear, in its reasonable discretion, deems necessary to consult pursuant to applicable Laws.

“Equity Rights” means outstanding securities, membership participation rights, options, warrants, call options, conversion rights, preemptive rights, rights of first refusal, redemption rights, repurchase rights, “tag-along” or “drag-along” or other similar rights in the capital of a legal entity.

“Equity Security” has the meaning ascribed to such term in Rule 405 promulgated under the U.S. Securities Act of 1933, as amended and, in any event, shall also include: (i) any capital stock of a corporation, any partnership interest, any limited liability company interest and any other equity interest, as applicable; (ii) any security or indebtedness having the attendant right to vote for directors or similar representatives; (iii) any security or right convertible into, exchangeable for, or evidencing the right to subscribe for any such stock, equity interest, security or indebtedness referred to in clause (i) or (ii); (iv) any stock appreciation right, contingent value right or similar security or right that is derivative of any such stock, equity interest, security or indebtedness referred to in clause (i), (ii) or (iii); and (v) any Contract to grant, issue, award, convey or sell any of the foregoing.

“Estimated Closing Date Inventory Value” has the meaning set forth in Section ‎2.9(a).

“Estimated TLA Termination Date Inventory Value” has the meaning set forth in Section ‎2.9(a).

“EU Foreign Subsidies Regulation” means Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market.

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“EU Merger Regulation” means the European Union Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings.

“Europe” means the territories comprising European Union and Other European Countries in Schedule 1-C.

“European Inventory” means the Purchased Inventory held at any location or facility in Europe.

“European Transactions Agreement” means the European Transactions Agreement in the form attached hereto as Exhibit K-2.

“Excepted Third Party Claim” means a Third Party Claim (i) for injunctive or equitable relief against an Indemnitee, (ii) in which the interests of the Indemnifying Party and Indemnitee conflict, (iii) which relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iv) which relates to or arises from any Action in connection with an alleged violation of Antitrust Laws by or involving the Business prior to Closing, or (v) that the appropriate court rules, upon petition by the Indemnitee, that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Assets” has the meaning set forth in Section ‎2.2(b).

“Excluded Liabilities” has the meaning set forth in Section ‎2.5(b).

“Excluded Taxes” means, without duplication: (i) any Taxes that are payable by or with respect to a Transferred Entity for any Pre-Closing Tax Period (determined, in the case of a Straddle Period, in the manner set forth in Section ‎4.15(g)); (ii) any Taxes of another Person that are payable by a Transferred Entity (A) as a result of (1) having been a member of an affiliated, consolidated, combined or unitary Tax group or (2) having been a member of a multinational enterprise group of which Goodyear is the ultimate parent entity or (B) by operation of Law, as a transferee or successor or by Contract (other than a Contract entered into in the ordinary course of business the principal subject matter of which is not Taxes), in each case described in this clause (ii)(B), as a result of an action taken, or Contract entered into, prior to the Closing; (iii) any Taxes arising out of, or resulting from, the breach of any of the representations and warranties contained in (A) Section ‎3.2(m), as modified by the Goodyear Disclosure Letter, and (B) Section (c)(i)(K) of the SP Brand Holding Share Transfer Agreement (it being understood that, for the purposes of this clause (iii), such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to materiality, Material Adverse Effect or similar expressions); (iv) any Taxes described in Section ‎2.5(b)(viii); (v) any Transaction Income Taxes or Transaction Income Tax Penalties and Interest that are the responsibility of Goodyear pursuant to Section 4.15(i); and (vii) the portion of any Transfer Taxes that are the responsibility of Goodyear pursuant to Section ‎4.15(h); provided, that Excluded Taxes shall exclude any Transfer Taxes (including Recoverable Transfer Taxes) that are the responsibility of SRI pursuant to Section ‎4.15(h).

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“Existing Stock” has the meaning set forth in Section ‎4.17(a).

“Filing Party” has the meaning set forth in Section ‎4.13(b).

“Final Closing Date Inventory Value” means the Closing Date Inventory Value as finalized pursuant to Section ‎2.9(b).

“Final TLA Termination Date Inventory Value” means the TLA Termination Date Inventory Value as finalized pursuant to Section ‎2.9(d).

“Financial Information” has the meaning set forth in Section ‎3.2(i).

“Foreign Direct Investment Laws” means the Laws that regulate investments on grounds of national security, public security or similar interests of any country and that is applicable to the Transactions.

“Fraud” means, with respect to any Party, actual, knowing and intentional fraud by such Party in the making of its representations and warranties expressly set forth in this Agreement, as determined by a court or arbitral tribunal of competent jurisdiction; provided, however, that such actual, knowing and intentional fraud shall be deemed to exist only if there shall be an affirmative showing, inter alia, that each of the following conditions is met: (i) with respect to (A) Goodyear, the individuals listed in Section 1.1(a) of the Goodyear Disclosure Letter, and (B) SRI, the individuals listed in Section 1.1(a) of the SRI Disclosure Letter, had actual (as opposed to constructive) knowledge when such Party made the applicable representation or warranty that such representation or warranty was actually inaccurate when made; (ii) such Party made such representation or warranty with the express intent to induce another Party to rely thereon and to take action or inaction to such other Party’s detriment; (iii) such reliance and subsequent action or inaction by such other Party actually occurred and were justifiable; and (iv) such action or inaction resulted in Damages to such other Party. For the avoidance of doubt, “Fraud” does not and shall not include equitable fraud, promissory fraud, unfair dealings fraud, or any tort (including fraud) based on negligence or recklessness.

“French Information and Consultation Process” has the meaning set forth in Section ‎2.11(a).

“French Purchase Price” has the meaning set forth in Section ‎2.11(b).

“French Put Option” means the “French Put Option”, as defined in the French Put Option Agreement.

“French Put Option Agreement” means that certain put option agreement dated as of the date hereof, between SRI and Goodyear, in the form attached hereto as Exhibit L.

“French Put Option Closing Date” has the meaning set forth in Section ‎2.11(c).

“French Put Option Exercise” means the “French Put Option Exercise”, as defined in the French Put Option Agreement.

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“French Transferred Assets” means the Transferred Assets held by Goodyear Affiliates incorporated in France.

“Goodyear” has the meaning set forth in the Preamble.

“Goodyear Disclosure Letter” means the Goodyear Disclosure Letter delivered as an attachment to this Agreement by Goodyear to SRI on the date hereof.

“Goodyear Group” means Goodyear and its Subsidiaries and Affiliates, collectively, and, for the avoidance of doubt, except as otherwise expressly set forth herein (i) prior to the Closing (including in respect of any action taken or omitted to be taken, or any obligation to be performed, prior to or at the Closing), including the Transferred Entities, and (ii) as of and after the Closing (including in respect of any action taken or omitted to be taken, or any obligation to be performed, after the Closing), excluding the Transferred Entities.

“Goodyear Group Member” means any member of the Goodyear Group.

“Goodyear Indemnifying Parties” has the meaning set forth in Section ‎7.2.

“Goodyear Indemnitees” has the meaning set forth in Section ‎7.1.

“Goodyear Prepared Tax Return” has the meaning set forth in Section ‎4.15(a).

“Governmental Authority” means any supranational, national, federal, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign (non-U.S.).

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Group” means the Goodyear Group or the SRI Group as the context requires. Any Person in a Group may be referred to as a “Member”.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

“ICC” has the meaning set forth in Section ‎8.2(c).

“Indebtedness” means, without duplication, any of the following Liabilities, whether secured (with or without limited recourse) or unsecured, contingent or otherwise: (i) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the Ordinary Course and payable in accordance with customary practices), (ii) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (iii) all obligations under financing or capital leases, (iv) letters of credit and any similar agreements, (v) any guarantee of or keepwell arrangement relating to any of the foregoing obligations, (vi) all obligations under conditional sale or other title retention agreements relating to any purchased property, (vii) all obligations under interest rate, currency or commodity

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derivatives or hedging transactions (valued at the termination value thereof), and (viii) all liabilities for accrued but unpaid interest expense and unpaid penalties, fees, charges and prepayment premiums that are payable, in each case, with respect to any of the obligations of a type described in clauses ‎(i) through ‎(v) above.

“Indemnifying Party” has the meaning set forth in Section ‎7.2.

“Indemnitee” has the meaning set forth in Section ‎7.2.

“Indemnity Cap” has the meaning set forth in Section ‎7.3(a)(i)(A).

“Indemnity Deductible” has the meaning set forth in Section ‎7.3(a)(i)(A).

“Independent Accounting Firm” means Ernst & Young, or such other internationally recognized independent public accounting firm that has not had a material relationship with the SRI Group or the Goodyear Group during the two (2) years prior to the Effective Date and is mutually agreed to by SRI and Goodyear.

“India Trademarks” has the meaning set forth in Section ‎4.4(i).

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product) and other technical, financial, employee or business information or data.

“Intellectual Property” means all intellectual property rights worldwide, whether registered or unregistered, including such rights in and to: (i) patents (whether utility or design) and utility models, together with any re-issuances, continuations, continuations-in-part, divisionals, revisions, extensions and reexaminations thereof (collectively, the “Patents”); (ii) copyrightable works and works of authorship, copyrights and moral rights; (iii) inventions (whether or not patentable), (iv) trade secrets, know-how and any other confidential or proprietary information and rights therein, including processes, algorithms, analytics, methods, architecture, schematics, formulae, models, methodologies, protocols, business plans, technical data, specifications, research and development information, and product roadmaps (collectively, the “Trade Secrets”); (v) Trademarks; (vi) Internet domain names, social media user names, handles and profiles, and other Internet addresses identifiers; (vii) databases and rights therein; (viii) Software and rights therein; (ix) designs and rights therein; (x) all registrations and applications of and for any of the foregoing and the right to apply for the same; and (xi) claims and rights to sue and recover damages or other remedies for past, present and future infringement, misappropriation, or other violation of any of the rights referred to in clauses (i) through (x).

“Inventory” means any inventory of Dunlop Products in the form of finished goods, whether held at any location or facility owned or leased by the Goodyear Group or in transit to any Goodyear Group Member or held by third parties on behalf of the Goodyear Group.

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“Inventory Value” means the TLA Termination Date Inventory Value plus the Closing Date Inventory Value.

“IP Contracts” means any Contract providing for any (a) licenses of Intellectual Property by any Goodyear Group Member (including the Transferred Entities) to any third party, (b) licenses of Intellectual Property by any third party to any Goodyear Group Member (including the Transferred Entities), or (c) settlements of Actions by or against any Goodyear Group Member (including the Transferred Entities) containing restrictions on the use, registrability or enforceability of Intellectual Property.

“Judgment” has the meaning set forth in Section ‎3.1(g)(iv).

“Knowledge” means with respect to (i) Goodyear, the actual knowledge of the persons set forth in Section 1.1(a) of the Goodyear Disclosure Letter and (ii) SRI, the actual knowledge of the persons set forth in Section 1.1(a) of the SRI Disclosure Letter, in each case of clauses (i) and (ii), after reasonable inquiry of such persons’ direct reports who have responsibility for the applicable subject matter.

“Law” means any foreign (non-U.S.) or domestic law, statute, code, ordinance, rule, regulation, treaty, or judgment, enacted, entered or promulgated by a Governmental Authority.

“Legacy OEM Activities” has the meaning set forth in Section ‎4.5(i).

“Liability” means any debt, demand, liability, adverse claim, judgment or interest, guarantee, setoff, recoupment, offset or obligation of whatever kind or nature (whether direct or indirect, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due and regardless of when asserted).

“Licensed Intellectual Property” means any and all Intellectual Property to which any Goodyear Group Member receives a license or other right to use pursuant to any Business IP Contract.

“Liens” means mortgages, liens, licenses, security interests, encumbrances, leases, assignments, sub-leases, easements, covenants, rights-of-way or other similar restrictions of any nature whatsoever and, with respect to the DNA (Housemarks) Limited Shares or the SP Brand Holding Shares, also includes any rights of pledge, usufruct, depositary receipts issued for shares, proxy, voting trust, perpetual clauses, lease rights, personal right of enjoyment or use, or other encumbrance securing any obligation of any person, any right of first refusal, option, attachment, right of pre-emption, or any other third party rights or security interest of any kind or an agreement to create any of the foregoing, or any equity, hypothecation, title retention, claim, restriction, power of sale or other type of preferential arrangement; provided, however, that Liens do not include any non-exclusive licenses to Intellectual Property granted in the Ordinary Course.

“Local Transfer Agreements” means, collectively, the Bill of Sale and Assignment Agreement, the Business Goodwill Transfer Agreements, the DNA (Housemarks) Limited Share

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Transfer Form, the European Transactions Agreement, and the SP Brand Holding Share Transfer Agreement.

“Material Adverse Effect” with respect to a Person or the Business means any circumstance, change, development, event, condition, occurrence, effect or state of facts that, individually or in the aggregate, has had a material adverse effect or would reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, results of operations, or condition (financial or otherwise) of such Person or, as applicable, the Business taken as a whole; provided, however, that any such effect resulting from or arising due any of to the following clauses (i) through (ix), individually or in the aggregate, shall not constitute a Material Adverse Effect and shall be excluded from any determination as to whether a Material Adverse Effect has occurred or exists or would reasonably be expected to occur or exist: (i) the entering into of this Agreement or any other Transaction Agreement or public announcement or consummation of any or all of the Transactions, (ii) any change or condition generally affecting the industry within which the Person operates, (iii) any change in economic, financial market, regulatory or political conditions generally affecting the industry within which the Person or Business operates, (iv) any outbreak or worsening of war or hostilities or terrorist act, including any cyber terrorism or cyber attack, or changes in political conditions, (v) any calamity, natural disaster, epidemic, pandemic, or disease outbreak or worsening or any similar crisis, (vi) any change or proposed change in Law or accounting principles or official binding interpretations thereof, except, in the case of clauses (ii) through (vi), to the extent having a materially disproportionate impact on such Person or Business as compared to similarly situated Persons or businesses in the industry within which the Person or Business operates, (vii) any failure of the Person or Business to meet any projections or forecasts (but excluding the underlying cause of any such failure), (viii) compliance with the terms of, or the taking of any actions required by, or omitting to take any actions prohibited by, this Agreement, or (ix) any existing event, occurrence, or circumstance with respect to which a Party has Knowledge as of the Effective Date (including any matter set forth in the Disclosure Letters).

“Material Contract” of a Person means any Contract (other than a Terminating Agreement or a Surviving Agreement) to which the Person is a party, or by which it or any of such Person’s properties or assets is bound, of any type listed below:

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“Member” means a member of the Goodyear Group or SRI Group, as applicable.

“Memorandum of Agreement” means that certain Memorandum of Agreement, effective as of January 1, 2012, by and between Goodyear and SRI, a copy of which is set forth on Section 1.1(c) of the Goodyear Disclosure Letter.

“Motorcycle Dunlop Trademark License Agreement” has the meaning set forth in Section ‎4.5(e).

“Net Sales” means the actual invoice price to its first non-Affiliate customer of all Dunlop Products manufactured and/or sold by Goodyear and its Affiliates (but excluding any Dunlop Product manufactured or supplied by, or purchased or procured by Goodyear or its Affiliates from, SRI or its Affiliates) based on the gross sales price of each such Dunlop Product excluding all VAT and any other sales, use and other similar non-income Taxes and any ecological taxes, environmental taxes and other similar tire disposal and/or recycling fees reflected in such invoice price, less all discounts, rebates or deductions allowed to customers for such invoice price, less any transportation and delivery charges borne by Goodyear and its Affiliates and less allowances made for return of defective merchandise but including defective products which are repaired or replaced without being reinvoiced.

“New Commercialized Technology” has the meaning set forth in the Memorandum of Agreement.

“New Non-Commercialized Technology” has the meaning set forth in the Memorandum of Agreement.

“New Zealand Business Goodwill Transfer Agreement” means the New Zealand Business Goodwill Transfer Agreement in the form attached hereto as Exhibit K-1B.

“NGY Supply Agreement” means that certain amended and restated supply agreement, entered into as of January 16, 2023, by and between SRI and Goodyear Japan Limited, a company organized and existing under the laws of Japan (“NGY”).

“Non-Commercialized Technology” has the meaning set forth in the Memorandum of Agreement.

“Non-Transferred Asset” has the meaning set forth in Section ‎2.10.

“North America” means the territories comprising North America in Schedule 1-C.

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“Objections Notice” has the meaning set forth in Section ‎4.15(e)(ii).

“Oceania” means the territories comprising Oceania in Schedule 1-C.

“OEM” means original equipment motor vehicle manufacturer.

“Omitted Dunlop Trademark” has the meaning set forth in Section ‎4.11(c).

“Omitted Service” has the meaning set forth in Section ‎4.4(e).

“Omitted Service Notice” has the meaning set forth in Section ‎4.4(e).

“Open Source Software” means “open source” Software or other Software having similar licensing or distribution models (including Software licensed pursuant to any GNU General Public License, Library General Public License, Lesser General Public License, Mozilla License, Berkely Software Distribution License, Open Source Initiative License, or MIT or Apache licenses).

“Ordinary Course” means with respect to any Person, the ordinary course of business of such Person, consistent with such Person’s past practices, including with regard to nature, frequency, timing and magnitude.

“Organizational Documents” means the certificates or articles of incorporation, certificates of formation, memoranda and articles of association, articles or certificates of partnership, bylaws, partnership, limited liability company or limited partnership agreements and other formation or governing documents of a particular legal entity.

“Outside Date” has the meaning set forth in Section ‎6.1(b).

“Overhead and Shared Services” means any ancillary or corporate shared services that are provided to both (a) the Business or either Transferred Entity and (b) other businesses of the Goodyear Group, including the following: travel and entertainment services; temporary labor services; office supplies services; telecommunications services; information technology, computer or telecommunications maintenance and support services; fleet services; energy or utilities services; procurement and supply arrangements; treasury services; public relations, legal and risk management services (including workers’ compensation); payroll services; telephone or data connectivity services; disaster recovery services; accounting services; tax services; internal audit services; executive management services; investor relations services; human resources and employee relations management services; employee benefits services; credit, collections and accounts payable services; property management services; environmental support services; quality monitoring services; corporate secretary services; and customs and excise services.

“Party” means each Person listed as a party in the Preamble, together with their permitted successors and assigns.

“Patent Assignment Agreement” has the meaning set forth in Section ‎4.5(d).

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“Permits” means all domestic and foreign (non-U.S.) federal, state and other permits, licenses, registrations, agreements, certificates, approvals, waivers, no-action letters authorizations and similar rights issued, granted or recognized by any Governmental Authority held, used or relied upon by the applicable Person in connection with its business and operations.

“Permitted Liens” means: (i) Liens relating to Taxes which are not due and payable as of the Closing Date; (ii) common law or statutory Liens arising or incurred in the Ordinary Course; (iii) Liens arising under any Surviving Agreement or any Transaction Agreement, and (iv) Liens that will be released as of or prior to the Closing Date.

“Permitted Purpose” has the meaning set forth in Section ‎4.6(a).

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, entity, incorporated organization or government, as well as any syndicate or group that would be deemed to be a person or group under Section 13(d)(3) of the Exchange Act.

“Pneumant PCR Europe Trademark Assignment Agreement” has the meaning set forth in Section ‎4.4(c).

“Pre-Closing Tax Claim” means a Tax audit, assessment, claim or other Action brought by a Governmental Authority for: (i) the Transferred Entities or the Transferred Assets with respect to a Pre-Closing Tax Period, (ii) any Transfer Taxes arising in respect of or in connection with any amount payable under this Agreement or (iii) any Transaction Income Taxes.

“Pre-Closing Tax Period” means any taxable period (or portion thereof) ending on or before the Closing Date.

“Processing” means any operation or set of operations which is performed on personal information, whether or not by automated means, including collection, recording, organizing, structuring, storage, adaption, alteration, moderation, retrieval, consultation, use, disclosure, transmission, dissemination, control or otherwise making available, alignment or combination, erasure or destruction, restriction or transfer (including cross border transfers).

“Purchased Inventory” means, collectively, the Purchased Inventory (Europe) and the Purchased Inventory (North America).

“Purchased Inventory (Europe)” means, in the aggregate, all Inventory that is purchased by SRI on the TLA Termination Date in accordance with the Transition License Agreement.

“Purchased Inventory (North America)” means, in the aggregate, all Inventory in North America as of the Closing Date that is on the Closing Date no more than two (2) years old from the date of manufacture and in a saleable condition.

“Recoverable Transfer Taxes” means all Transfer Taxes that are reasonably expected to be refunded, deducted, credited or recovered by SRI or any of its Affiliates in any other way (including by way of an applicable credit system (such as a credit system that allows an input VAT credit to the relevant taxpayer)), and the Parties agree, for the avoidance of doubt, that input VAT (meaning VAT on supplies made to SRI or any of its Affiliates by Goodyear or any of

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its Affiliates) shall be regarded as being reasonably expected to be refunded, deducted, credited or recovered by SRI or its relevant Affiliate for this purpose (whether or not such VAT is in fact refunded, deducted, credited or recovered) if that VAT would be refundable, deductible, creditable or recoverable if SRI or its relevant Affiliate (as applicable): (i) were registered for VAT purposes in the jurisdiction in which the relevant VAT is charged and (ii) took all procedural and other steps available to a VAT registered person in that jurisdiction to secure the refund, deduction, credit or recovery of the VAT.

“Registered Transferred IP” means all Intellectual Property included in the Business Owned IP that is owned as of the Closing by any Goodyear Group Member (including all such Intellectual Property owned by a Goodyear Group Member which is registered in the name of a predecessor of any Goodyear Group Member) that are registered or applied for registration with or by any Governmental Authority or quasi-public legal authority, including a domain name registrar, including (i) the registered Transferred Dunlop Trademarks, (ii) the registered DNA (Housemarks) Trademarks, (iii) the registered SP Brand Holding Trademarks, (iv) the Internet domain names listed in Section (C) on Schedule ‎2.2(a)(ii), (v) the Patents listed in Section (E) on Schedule ‎2.2(a)(ii) and (vi) the Additional Transferred Trademarks; provided, that Additional Transferred Trademarks shall not constitute Registered Transferred IP for purposes of the representations and warranties given in ‎Article III herein.

“Released Goodyear Person” has the meaning set forth in Section ‎8.16.

“Released SRI Person” has the meaning set forth in Section ‎8.16.

“Releasing Goodyear Person” has the meaning set forth in Section ‎8.16.

“Releasing SRI Person” has the meaning set forth in Section ‎8.16.

“Representative” of a Person means such Person’s directors, officers, employees, agents, accountants, counsel and other advisors and representatives.

“Response Period” has the meaning set forth in Section ‎4.15(e)(ii).

“Retained Claim” has the meaning set forth in Section ‎2.2(b)(viii).

“Retained Claim Rights” has the meaning set forth in Section ‎2.2(b)(viii).

“Retained Claim Side Letter” has the meaning set forth in Section ‎4.4(d).

“Reverse Charge Transfer Tax VAT” means any Transfer Tax comprising VAT for which SRI (or any its Affiliates) is the statutory taxpayer under a reverse charge mechanism.

“Reviewing Party” has the meaning set forth in Section ‎4.13(b).

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“Sanctioned Country” means any country or territory with which dealings are broadly restricted, prohibited, or made sanctionable under any Sanctions (including Belarus, Crimea, Cuba, Iran, North Korea, Russia and Syria).

“Sanctioned Person” means (i) a Person with whom dealings are restricted or prohibited by, or are sanctionable under any Sanctions, (ii) a Person located organized, located or resident in a Sanctioned Country, or (iii) a Person 50% or more owned or otherwise controlled by a Person identified in clause (i) or (ii).

“Sanctions” means any economic sanctions or trade restrictions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or any other authority with jurisdiction over the Business.

“Software” means computer software and code, including source code, object code, disks, documentation, operating manuals, related systems data, source programs, record layouts, program libraries, and any other documentation in those application areas that may pertain to any data processing system or operation.

“SP Brand Holding” has the meaning set forth in the Recitals.

“SP Brand Holding Share Transfer Agreement” means the Transfer Agreement to be entered into between Goodyear France SAS, Goodyear Operations S.A. and Goodyear Germany GmbH (as sellers), the relevant SRI Assignees (as purchasers), and SP Brand Holding, in the form attached hereto as Exhibit A-3.

“SP Brand Holding Shares” has the meaning set forth in the Recitals.

“SP Brand Holding Trademarks” means those Trademarks owned by SP Brand Holding that are set forth on Section 1.1(b)(ii) of the Goodyear Disclosure Letter.

“SRI” has the meaning set forth in the Preamble.

“SRI Assignee” means any Affiliate of SRI designated by SRI not later than three (3) Business Days prior to the Closing Date to acquire or receive any right, property or asset which any SRI Group Member is entitled to acquire or receive under any Transaction Agreement.

“SRI Benefit Party” has the meaning set forth in Section ‎4.17(d)(i).

“SRI Disclosure Letter” means the SRI Disclosure Letter delivered as an attachment to this Agreement by SRI to Goodyear on the date hereof.

“SRI Group” means SRI and its Subsidiaries and Affiliates, including the SRI Assignee, collectively, and, for the avoidance of doubt, except as otherwise expressly set forth herein (i) prior to the Closing (including in respect of any action taken or omitted to be taken, or any obligation to be performed, prior to or at the Closing), excluding the Transferred Entities, and

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(ii) as of and after the Closing (including in respect of any action taken or omitted to be taken, or any obligation to be performed, after the Closing), including the Transferred Entities.

“SRI Group Member” means any member of the SRI Group.

“SRI Indemnifying Parties” has the meaning set forth in Section ‎7.1.

“SRI Indemnitees” has the meaning set forth in Section ‎7.2.

“SRI Material Adverse Effect” means any material adverse effect on the ability of SRI or any other SRI Group Member to perform its obligations under the Transaction Agreements and consummate the Transactions.

“SRI Prepared Tax Return” has the meaning set forth in Section ‎4.15(a).

“Standstill Period” has the meaning set forth in Section ‎4.2(a).

“Straddle Period” means any taxable period beginning on or before, and ending after, the Closing Date.

“Subject Company” has the meaning set forth in Section ‎4.2(a).

“Subsidiary” means, with respect to any specified Person, any Person that is, directly or indirectly, controlled by that specified Person. For this purpose, “control” as used in the phrase “controlled by” means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Person.

“Surviving Agreements” has the meaning set forth in Section ‎2.1.

“Tax” or “Taxes” means all taxes and all levies and assessments in the nature of taxation imposed by any Governmental Authority, including all income, license, registration, alternative minimum or add-on, sales, use, ad valorem, value added, franchise, severance, net or gross proceeds or net or gross receipts, transfer, stamp, withholding, windfall profits, environmental, premium, occupation, capital stock, unemployment, disability, payroll, employment, social security contributions, custom duties, excise or property taxes (including real and personal property taxes), (but, for the avoidance of doubt, excluding water rates, business rates and other utility or local authority charges), together with any interest thereon and any penalties, additions to tax or additional amounts applicable thereto, whether disputed or not.

“Tax Returns” means all returns, declarations, reports or forms (including any elections, claims for refund, estimates, information returns and statements) filed or required to be filed in respect of any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Terminating Agreements” has the meaning set forth in Section ‎2.1.

“Third Party Claim” has the meaning set forth in Section ‎7.4(a).

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“TLA Termination Date” means the date on which the termination of the Transition License Agreement occurs.

“TLA Termination Date Inventory Value” means the value of the Purchased Inventory (Europe) at the TLA Termination Date, calculated in accordance with Schedule ‎2.9.

“Trademark Assignment Agreement” has the meaning set forth in Section ‎4.5(a).

“Trademarks” means all trademarks, service marks, trade dress and trade names, corporate names and any other identifiers indicating the business or source of goods or services, together with the goodwill of the business connected with the use of, and symbolized by, any of the foregoing, whether registered or unregistered.

“Transaction Agreements” means, collectively, this Agreement, the Local Transfer Agreements, the Transition Offtake Agreement, the Transition License Agreement, the Pneumant PCR Europe Trademark Assignment Agreement, the Trademark Assignment Agreement, the Domain Assignment Agreement, the Tread Pattern Assignment Agreement, the Patent Assignment Agreement, the Motorcycle Dunlop Trademark License Agreement, the Commercial Dunlop Trademark License Agreement, the Amendment to the Turkey Trademark License, and the Retained Claim Side Letter.

“Transaction Income Taxes” has the meaning set forth in Section 4.15(j).

“Transaction Income Tax Penalties and Interest” has the meaning set forth in Section ‎4.15(i).

“Transactions” means the transactions contemplated by the Transaction Agreements, including (i) the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities, and (ii) the entry into and delivery of the Transition Offtake Agreement, the Transition License Agreement, the Pneumant PCR Europe Trademark Assignment Agreement, the Trademark Assignment Agreement, the Domain Assignment Agreement, the Tread Pattern Assignment Agreement, the Patent Assignment Agreement, the Motorcycle Dunlop Trademark License Agreement, the Commercial Dunlop Trademark License Agreement, and the Amendment to the Turkey Trademark License.

“Transferred Assets” has the meaning set forth in Section ‎2.2(a).

“Transferred Dunlop Trademarks” means the Trademarks set forth in Schedule ‎2.2(a)(ii).

“Transferred Entities” means DNA (Housemarks) Limited and SP Brand Holding.

“Transferred Entities’ Contracts” has the meaning set forth in Section ‎3.2(h).

“Transferred IP” has the meaning set forth in Section ‎2.2(a)(ii).

“Transferring Employees” has the meaning set forth in Section ‎4.17(d)(i).

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“Transfer Tax” means all stamp, transfer (including real estate transfer), documentary, sales, use, value-added, registration and other similar Taxes (including any penalties and interest), and all customs duties, tariffs and similar importation charges, incurred in connection with the Transactions (including the purchase and sale of the French Transferred Assets, but excluding the purchase and sale of the Purchased Inventory (Europe) and the Transactions contemplated by the Transition Offtake Agreement, the Transition License Agreement and the Retained Claim Side Letter), this Agreement (including any of the transactions contemplated by Section ‎4.11) or any of the other Transaction Agreements (other than the Transition Offtake Agreement, the Transition License Agreement and the Retained Claim Side Letter). For the avoidance of doubt, Transfer Taxes shall include VAT and exclude all Transaction Income Taxes.

“Transition License Agreement” has the meaning set forth in Section ‎4.4(a).

“Transition Offtake Agreement” has the meaning set forth in Section ‎4.4(b).

“Transition Support Fee” has the meaning set forth in Section ‎2.6.

“Tread Pattern Assignment Agreement” has the meaning set forth in Section ‎4.5(c).

“UK GAAP” means generally accepted accounting principles as used in the United Kingdom as in effect at the time any applicable financial statements were or are prepared.

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

“United States Business Goodwill Transfer Agreement” means the United States Business Goodwill Transfer Agreement in the form attached hereto as Exhibit K-3.

“VAT” means any value added tax or any tax of a similar nature, wherever imposed, including but not limited to (i) any tax imposed in compliance with the Council Directive of November 28, 2006 on the common system of value added tax (EC Directive 2006/112) or any national law of an EU member state in respect of such directive; (ii) value added tax imposed pursuant to the United Kingdom Value Added Tax Act 1994; or (iii) any Good & Services Tax under the laws of Australia and New Zealand.

“Voting Securities” has the meaning set forth in Section ‎4.2(b).

“Wire Transfer” means a payment in immediately available funds by wire transfer in lawful money of the United States to such account or to a number of accounts as shall have been designated by written notice from the receiving party to the paying party at least two (2) Business Days prior to the due date for the payment.

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Article II

Purchase and Sale of Assets; Assumption of Liabilities

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Article III

REPRESENTATIONS AND WARRANTIES

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Article IV

COVENANTS

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Article V

CONDITIONS TO CLOSING

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Article VI

TERMINATION

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Article VII

INDEMNIFICATION

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Article VIII

MISCELLANEOUS

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or to such other address as any Party shall have last designated by notice to the other Party, as the case may be. All notices will be deemed to have been received on the date of delivery, which in the case of deliveries by telecopier or email, will be the date of the sender’s confirmation.

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[Remainder of Page Intentionally Blank; Signature Pages to Follow]

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

[Signature Page to Purchase Agreement]

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

[Signature Page to Purchase Agreement]