Exhibit 2.2

SEPARATION AND DISTRIBUTION AGREEMENT

DATED AS OF [●]

by and between

DXC TECHNOLOGY COMPANY

and

PERSPECTA INC.

CONTENTS

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List of Schedules

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This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of [●] by and between [Delta], a Nevada corporation (“Delta”), and Ultra SC Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

WHEREAS:

NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

As used in this Agreement, the following terms shall have the following meanings:

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“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For the purposes of this definition, “control”, when used with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that for purposes of this Agreement and the Ancillary Agreements no Party or member of any Party’s Group shall be deemed to be an Affiliate of another Party or member of such other Party’s Group, regardless of whether the Parties have one or more directors in common or were under the common control of Delta or Delta’s stockholders prior to the Effective Time.

“Ancillary Agreements” shall mean all of the written Contracts (other than this Agreement) entered into in connection with the transactions contemplated hereby, including the Transfer Instruments, the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the IP Matters Agreement, the Real Estate Matters Agreements and the Non-US Agency Agreement.

“Annual Reports” shall have the meaning set out in Section 7.2(c).

“Annualized Ultra Corporate Expenses” shall have the meaning set forth in Section 2.2(f)(ii).

“Assets” shall mean assets (including goodwill), properties, claims, Intellectual Property and other rights, wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, the rights and obligations with respect to Taxes shall not be treated as Assets.

“Audited Party” shall have the meaning set out in Section 7.2(b).

“Bids” shall have the meaning set out in Section 2.9.

“Board” shall have the meaning set out in Recitals.

“Business Day” means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York or Virginia.

“Claims Administration” shall mean the processing of claims made under the Company Policies, including the reporting of losses or claims to insurance carriers (including as a result of reports provided to Delta by Ultra), management and defense of claims, the settlement of claims and providing for appropriate releases upon settlement of claims.

“Code” shall have the meaning set out in Recitals.

“Commission” shall mean the United States Securities and Exchange Commission.

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“Company Policies” shall mean all Policies, current or past, which are or at any time were maintained by or on behalf of or for the benefit or protection of Delta or any of its predecessors which relate to the Delta Business and/or the Ultra Business, or current or past directors, officers, employees or agents of any of the foregoing Businesses.

“Confidential Information” shall mean all non-public, confidential or proprietary Information of or concerning a Party, its Group and/or its Subsidiaries or their past, current or future activities, businesses, finances, assets, liabilities or operations, including any such Information that was acquired by any Party after the Effective Time, or that was provided to a Party by a third party in confidence, except for any Information that is (i) in the public domain or available to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information.

“Consents” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity.

“Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, guarantee, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

“Corporate Liabilities” shall mean any and all Liabilities of Delta and its Subsidiaries that arise out of (i) the activities and business of the Delta corporate division as conducted at any time prior to the Effective Time or (ii) any Discontinued Operation to the extent the same are not Ultra Liabilities.

“CPR” shall have the meaning set out in Section 8.2.

“Customer Contract” shall mean a Contract that calls for a Delta Entity or Ultra Entity to deliver goods or services to a customer.

“Debt Exchange” shall have the meaning set forth in the Merger Agreement.

“Delta” shall have the meaning set out in Preamble.

“Delta Assets” shall mean any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Delta and/or any of its Subsidiaries, that are not Ultra Assets, including:

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Notwithstanding the foregoing, the Delta Assets shall not include any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be Transferred to any member of the Ultra Group, including any Assets specified in the definition of Ultra Assets.

“Delta Business” shall mean (i) the businesses of the Delta Operating Group, other than the Ultra Business, whether conducted prior to, at or after the Effective Time and (ii) any and all businesses of the Delta Group after the Effective Time (including any businesses acquired or established by or for Delta or any of its Subsidiaries after the Effective Time).

“Delta Common Stock” shall mean the common stock of Delta, par value $0.01 per share.

“Delta Contracts” shall mean any Contract, in each case except for any such Contract or part thereof that is a Ultra Contract, to which Delta or any of its Subsidiaries (other than members of the Ultra Group) is a party as of the date hereof or becomes a party prior to the Effective Time or becomes a party after the Effective Time in respect of quotations, proposals and bids that were pending as of the date hereof or by which it or any of its Subsidiaries or any of their respective Assets is bound as of the date hereof or becomes bound prior to the Effective Time, including:

“Delta Entities” shall have the meaning set out in paragraph (b) of definition Delta Assets.

“Delta Field” shall mean any licenses, services or sales (as applicable), directly or indirectly: (1) under any Existing Delta State and Local Contracts and any extensions, renewals or recompetes thereof and (2) outside the Ultra Field and the Shared Field.

“Delta Group” shall mean Delta, the Delta Entities and each Entity that becomes a Subsidiary of Delta after the Effective Time.

“Delta Indemnitees” shall mean each member of the Delta Group and each of their respective Affiliates from and after the Effective Time and each member of the Delta Group’s and such Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

“Delta Information” shall have the meaning set out in paragraph (f) of definition Delta Assets.

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“Delta Leases” shall have the meaning set out in paragraph (d) of definition Delta Assets.

“Delta Liabilities” shall mean any and all Liabilities to the extent arising out of: (a) the operation or conduct of the Delta Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Delta Group which relates to the Delta Business); (b) the operation or conduct of any business conducted by any member of the Delta Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Delta Group which relates to the Delta Business); or (c) any Delta Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time):

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Notwithstanding the foregoing, the Delta Liabilities shall not include any Liabilities that are (A) expressly contemplated by any Ancillary Agreement (or the Schedules thereto) as Liabilities to be assumed by any member of the Ultra Group or (B) expressly discharged pursuant to Section 6.1 of this Agreement.

For the avoidance of doubt, no Liability shall be a Delta Liability solely as a result of Delta being named as party to or in any Action relating to any Ultra Liability due to Delta’s status as a remaining or legacy Entity, or as a result of its status as the former direct or indirect stockholder of any Entity.

“Delta Operating Group” means the Global Business Services and Global Infrastructure Services business units of the Delta Group.

“Delta Owned Real Property” shall have the meaning set out in paragraph (c) of definition Delta Assets.

“Delta Personal Equipment” shall have the meaning set out in paragraph (k) of definition Delta Assets.

“Discontinued Operation” shall mean any operating group, business unit, operation, division, Subsidiary, line of business or investment managed or operated by Delta or any of its Subsidiaries at any time prior to the Effective Time and sold, transferred or otherwise discontinued prior to the Effective Time.

“Dispute Notice” shall have the meaning set out in Section 8.1.

“Disputes” shall have the meaning set out in Section 8.1.

“Distribution” shall have the meaning set out in Preamble.

“Distribution Agent” shall mean Wells Fargo Shareowner Services.

“Distribution Date” shall mean the date, as shall be determined by the Board, on which the Distribution occurs.

“Distribution Date Capital Leases” shall have the meaning set forth in Section 2.2(g).

“Effective Time” shall mean the time on the Distribution Date at which the Distribution occurs.

“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Delta and Ultra dated as of the date hereof.

“Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

“Environmental Laws” shall mean all Laws relating to pollution, protection of the environment, or protection against harmful or deleterious substances.

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“Existing Delta State and Local Contracts” shall mean those Contracts and Bids that (a) involve a U.S. state or local Governmental Entity, and (b) that relate primarily to the Delta Business, including those set forth on Schedule 1.1(b).

“Existing Ultra State and Local Contracts” shall mean those Contracts and Bids that (a) involve a U.S. state or local Governmental Entity, and (b) that relate primarily to the Ultra Business, including those set forth on Schedule 1.1(c).

“Federal Government Customer” shall mean (i) any United States federal Governmental Entity or any branch or location thereof located outside of the Territory and (ii) any Governmental Entity outside the United States if and to the extent that Ultra provides Services to such Governmental Entity located outside the United States that are sponsored or financed by a United States federal Governmental Entity.

“Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

“Financing Agreements” shall mean one or more financing agreements established prior to the Distribution providing for credit facilities and/or loans that will not exceed $[●] in amounts drawn at the time of Distribution.

“Force Majeure” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities.

“Form 10” shall mean the registration statement on Form 10 to be filed by Ultra with the Commission under the Securities Exchange Act of 1934, as amended, in connection with the Distribution, including all exhibits thereto and any amendment or supplement thereto.

“Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Group” shall mean (i) with respect to Delta, the Delta Group and (ii) with respect to Ultra, the Ultra Group.

“HPE Transition Services Agreement” shall mean the Transition Services Agreement dated as of March 31, 2017 by and between Hewlett Packard Enterprise Company and Delta (formerly Everett Spinco, Inc.).

“Income Taxes” shall have the meaning set forth in the Tax Matters Agreement.

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“Indebtedness” shall mean, with respect to any Person, (i) the principal value, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, including all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any lien on any assets of such Person, (iv) all liabilities under any swap or hedging arrangement, (v) all interest bearing indebtedness for the deferred purchase price of property or services, (vi) all liabilities under any letters of credit, performance bonds, bankers acceptances or similar obligations, (vii) all interest, prepayment or breakage costs, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (vii).

“Indemnifying Party” shall have the meaning set out in Section 6.4(a).

“Indemnitee” shall have the meaning set out in Section 6.4(a).

“Indemnity Payment” shall have the meaning set out in Section 6.7(a).

“Information” shall mean information and data in written, oral, electronic, computerized, digital or other tangible or intangible forms, stored in any media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, specifications, drawings, blueprints, diagrams, samples, flow charts, marketing plans, customer names and information, communications, correspondence, materials, product literature, files, documents, policies, procedures and manuals, research and analyses of any nature, including operational, technical or legal and (ii) financial and business information, including earnings reports and forecasts, macroeconomic reports and forecasts, all cost information, sales and pricing data, business plans, market evaluations, surveys and credit-related information.

“Information Statement” shall mean the Information Statement attached as an exhibit to the Form 10 to be sent to the Record Holders in connection with the Distribution, including any amendment or supplement thereto.

“Insurance Proceeds” shall mean those monies (i) received by an insured (or its successor-in-interest) from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured (or its successor-in-interest), in each case net of any applicable deductible or retention.

“Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

“Intellectual Property” shall mean all worldwide intellectual property, proprietary and industrial property rights of any kind, including all (i) patents, patent applications, inventions and invention disclosures and utility models, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, including software, code, algorithms, databases, compilations and documentation, (iv) technology, trade secrets, know-how, processes, formulae, models, methodologies, discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, diagrams, models and prototypes, (v) moral rights and rights of privacy and publicity, (vi) all registrations, applications, continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, renewals, extensions and foreign counterparts thereof and (vii) all rights and remedies against infringement, misappropriation, or other violation of the foregoing prior to the Effective Time.

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“Internal Control Audit and Management Assessments” shall have the meaning set out in Section 7.2(a).

“Internal Reorganization” shall mean the transactions described in Annex I.

“IP Matters Agreement” shall mean the Intellectual Property Matters Agreement by and between Delta and Ultra dated as of the date hereof.

“Law” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives of any Governmental Entity.

“Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim, demand, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, the rights and obligations of the Parties relating to Taxes shall not be treated as Liabilities for purposes of this Agreement.

“Liable Party” shall have the meaning set out in Section 2.8(b).

“LIBOR” shall mean the rate (as shown on the Reuters Screen LIBOR 01 Page (or on any successor or substitute page or Reuters, or any successor or substitute for Reuters, providing rate quotations comparable to those currently provided on such page of Reuters) at approximately 11:00 a.m., London time, of the applicable day, for dollar deposits with a six month maturity.

“Lien” shall have the meaning set out in the Merger Agreement.

“Loss” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, administrative penalties, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding (A) special, consequential, reputational, indirect or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim)) and (B) Liabilities or requirements related to Taxes.

“Materials of Environmental Concern” shall mean: any gasoline or petroleum (including crude oil or any fraction thereof) products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, molds, and radioactivity; any substance classified or regulated as hazardous or toxic (or words of similar meaning); and any other substances regulated pursuant to or that could give rise to liability under any applicable Environmental Law.

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“Mediation Period” shall have the meaning set out in Section 8.2.

“Merger Agreement” shall have the meaning set out in the recitals.

“Non-US Agency Agreement” shall mean the Non-US Agency Agreement by and between Delta and Ultra dated as of the date hereof.

“NYSE” shall mean the New York Stock Exchange.

“NYSE Rules” shall mean the rules of the New York Stock Exchange.

“Other Party’s Auditors” shall have the meaning set out in Section 7.2(b).

“Party” shall have the meaning set out in Preamble.

“Permitted Lien” shall have the meaning set out in the Merger Agreement.

“Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

“Policies” shall mean insurance policies and insurance contracts of any kind (other than life and employee benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, automobile, aviation, property, workers’ compensation and employee dishonesty insurance policies and surety bonds, together with the rights, benefits and privileges thereunder.

“Post Closing Delta Contracts” shall have the meaning set out in Section 2.11.

“Post Closing Delta Contracts Transfer Time” shall have the meaning set out in Section 2.11.

“Post Closing Ultra Contracts” shall have the meaning set out in Section 2.9.

“Post Closing Ultra Contracts Transfer Time” shall have the meaning set out in Section 2.9.

“Pre-Closing Ultra Allocated Corporate Expenses Target” shall have the meaning set forth in Section 2.2(f)(ii).

“Preferred Vendor Agreements” shall mean (1) the Master Preferred Vendor Agreement for Software Products and Services dated as of April 1, 2017 by and between EntIT Software LLC and Delta (formerly Everett SpinCo, Inc.) and (2) the Master Preferred Vendor Agreement for Enterprise Group Products and Services dated as of April 1, 2017 by and between Hewlett Packard Enterprise Company and Delta (formerly Everett SpinCo, Inc.).

“Privilege” shall have the meaning set out in Section 7.6(a).

“Privileged Information” shall have the meaning set out in Section 7.6(a).

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“Real Estate Matters Agreement” shall mean the Real Estate Matters Agreement by and between Delta and Ultra dated as of the date hereof.

“Record Date” shall mean the date, as determined by the Board, that is the record date for determining the holders of Delta Common Stock entitled to receive Ultra Common Stock in the Distribution.

“Record Holders” shall mean holders of Delta Common Stock as of the close of business on the Record Date.

“Records” shall mean any Contracts, documents, books, records or files, whether in written, electronic, computerized, digital or other tangible or intangible forms or stored in any media.

“Rules” shall have the meaning set out in Section 8.3.

“Separation Expenses” shall mean all out-of-pocket fees and expenses incurred, or to be incurred and directly related to the Internal Reorganization, the Distribution and the other transactions contemplated hereby (including such other third party fees and expenses incurred on a non-recurring basis directly as a result thereof, and excluding the costs of salaries and benefits of employees or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), and excluding, for the avoidance of doubt, Transaction Expenses.

“Shared Contract” shall have the meaning set out in Section 2.3.

“Shared Field” shall mean licenses, services or sales, directly or indirectly, to any United States state, municipal or local Governmental Entity other than Existing Delta State and Local Contracts.

“Solvency Opinion” shall have the meaning set out in Section 4.4(k).

“Special Dividend” shall have the meaning set forth in the Merger Agreement.

“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity.

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

“Tax Contest” shall have the meaning of the definition of “Audit” as set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Delta and Ultra dated as of [the date hereof].

“Tax Opinion” shall have the meaning set out in Section 4.4(e).

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

“Termination Date” shall have the meaning set forth in the Merger Agreement.

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“Territory” shall mean the United States of America.

“Third Party Claim” shall have the meaning set out in Section 6.4(b).

“Third Party Proceeds” shall have the meaning set out in Section 6.7(a).

“Trademarks” shall mean trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, social media identifiers, trade dress and other designations of source or origin, together with the goodwill symbolized by any of the foregoing.

“Transaction Expenses” shall have the meaning set forth in the Merger Agreement.

“Transfer” shall mean transfer, contribute, distribute, assign, and/or convey (and deliver, as applicable), or cause to be transferred, contributed, distributed, assigned, and/or conveyed (and delivered, as applicable).

“Transfer Instruments” shall mean, collectively, the various Contracts, resolutions and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

“Transition Services Agreement” shall mean the Transition Services Agreement by and between Delta and Ultra dated as of [the date hereof.]

“Transitional Parent Debt” shall mean the short-term credit facility provided by Delta with a principal balance of up to $50,000,000 that Ultra may draw upon at or prior to the Effective Time that must be repaid in full within 10 Business Days after the Distribution Date.

“Ultra” shall have the meaning set out in Preamble.

“Ultra Assets” shall mean those Assets that are owned, leased or licensed, at or prior to the Effective Time, by Delta and/or any of its Subsidiaries, relating exclusively to, used exclusively in, or arising exclusively from, the Ultra Business, and shall include:

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Notwithstanding the foregoing, the Ultra Assets shall not include any Intellectual Property or other Assets that are expressly contemplated by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Delta Group.

“Ultra Balance Sheet” shall mean the combined balance sheet of the Ultra Business attached as Section 4.5 to the Delta/Ultra Disclosure Schedule to the Merger Agreement.

“Ultra Business” shall mean the (i) business of providing IT, operations and maintenance, and mission support related products and services to (A) Federal Government Customers and (B) certain United States state and local government agencies pursuant to Existing Ultra State and Local Contracts, collectively constituting the United States Public Sector segment of Delta and its Subsidiaries (including the Ultra Group) prior to the Effective Time, and (ii) any and all businesses of the Ultra Group after the Effective Time (including any businesses acquired or established by or for Ultra or any of its Subsidiaries after the Effective Time).

“Ultra Common Stock” shall mean the common stock of Ultra, par value $0.01 per share.

“Ultra Contracts” shall mean the following Contracts to which Delta or any of its Subsidiaries (including Ultra) (x) is a party as of the date hereof (or in the case of any Contract that has been fully performed, was a party prior to the date hereof), (y) becomes a party prior to the Effective Time or (z) becomes a party after the Effective Time in respect of quotations, proposals and bids that were pending as of the date thereof or by which it or any of its Subsidiaries or any of their respective Assets is bound as of the date hereof or becomes bound prior to the Effective Time:

“Ultra Corporate Expenses” shall have the meaning set forth in Section 2.2(f)(i).

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“Ultra Entities” shall have the meaning set out in paragraph (c) of definition Ultra Assets.

“Ultra Existing Notes” shall have the meaning set forth in the Merger Agreement.

“Ultra Field” shall mean any licenses, services or sales (as applicable), directly or indirectly: (1) to Federal Government Customers and (2) under any Existing Ultra State and Local Contracts and any extensions, renewals or recompetes thereof, including any licenses, services or sales (as applicable) under the Ultra Government Contracts.

“Ultra FY 19 Corporate Expense Budget” shall have the meaning set forth in Section 2.2(f)(iii).

“Ultra Group” shall mean Ultra, the other Ultra Entities and each Entity that becomes a Subsidiary of Ultra after the Effective Time.

“Ultra Indemnitees” shall mean each member of the Ultra Group and each of their respective Affiliates from and after the Effective Time and each member of the Ultra Group’s and such respective Affiliates’ respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

“Ultra Information” shall have the meaning set out in paragraph (l) of definition Ultra Assets.

“Ultra Liabilities” shall mean any and all Liabilities to the extent arising out of: (a) the operation or conduct of the Ultra Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Ultra Group or that relates to the Ultra Business); (b) the operation or conduct of any business conducted by any member of the Ultra Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Ultra Group that relates to the Ultra Business); or (c) any Ultra Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time):

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Notwithstanding the foregoing, the Ultra Liabilities shall not include any Liabilities that are (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Delta Group, including any Liabilities specified in the definition of Delta Liabilities, (B) expressly discharged pursuant to Section 6.1 of this Agreement or (C) Indebtedness (other than capital leases or under the Financing Agreements).

“Ultra Operating Group” means the United States Public Sector business unit of the Delta Group.

“Ultra Personal Equipment” shall have the meaning set out in paragraph (h) of definition Ultra Assets.

“Ultra Transaction Expenses” shall have the meaning set forth in the Merger Agreement.

“Vector Mergers” shall have the meaning set forth in the Recitals.

“Virginia Courts” shall have the meaning set out in Section 10.17.

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References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. For the avoidance of doubt, a controlled Affiliate of a Party shall mean a Person controlled, directly or indirectly, by such Party but shall not include any other Person that controls or is under common control with such Party. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby, including the Internal Reorganization.

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Without limiting the generality of the obligations set forth in Section 2.2:

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In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Transfer Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its Assets and the valid and effective Assumption by the applicable Party of its assumed Liabilities for Transfers and Assumptions to be effected pursuant to New York Law or the Laws of one of the other states of the United States or the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of

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real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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For up to twelve (12) months following the Effective Time, in connection with Contracts that would otherwise be entered into by Ultra following the Effective Time that (a) are the continuation, extension, renewal, option exercise, follow-on, or work related to Ultra Contracts pending novation, transfer or assignment pursuant to Section 2.8 or (b) result from quotations, proposals or bids (“Bids”) for new opportunities, in each case to the extent relating to the Ultra Business, including such Contracts that are subject to security-related accreditation or facility security clearance requirements to be eligible to bid or perform such Contracts (such Contracts set forth in clauses (a) and (b), collectively, the “Post Closing Ultra Contracts”), Ultra may request that Delta or the applicable member of the Delta Group be, or continue to be, the contracting party for such Bids and Contracts until such time when, after Ultra shall have obtained the necessary novations, accreditations, clearances or assignments to enter into such Contracts and submit such Bids, such Bids and Contracts shall have been Transferred to Ultra (such time, the “Post Closing Ultra Contracts Transfer Time”). In furtherance of the foregoing, Ultra and Delta shall use commercially reasonable efforts to, as promptly as practicable, (i) obtain such necessary clearances, (ii) effect the Transfer of any such Post Closing Contracts, including any Assets and Liabilities thereunder, to Ultra and (iii) procure the release of Delta from any obligations or Liabilities thereunder to the fullest extent permitted by applicable Law.

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For up to twelve (12) months following the Effective Time, in connection with Contracts that would otherwise be entered into by Delta following the Effective Time that (a) are the continuation, extension, renewal, option exercise, follow-on, or work related to Delta Contracts pending novation, transfer or assignment pursuant to Section 2.10 or (b) result from Bids for new opportunities, in each case to the extent relating to the Delta Business, including such Contracts that are subject to security-related accreditation or facility security clearance requirements to be eligible to bid or perform such Contracts (such Contracts set forth in clauses (a) and (b), collectively, the “Post Closing Delta Contracts”), Delta may request that Ultra or the applicable member of the Ultra Group be, or continue to be, the contracting party for such Bids and Contracts until such time when, after Delta shall have obtained the necessary novations, accreditations, clearances or assignments to enter into such Contracts and submit such Bids, such Bids and Contracts shall have been Transferred to Delta (such time, the “Post Closing Delta Contracts Transfer Time”). In furtherance of the foregoing, Ultra and Delta shall use commercially reasonable efforts to, as promptly as practicable, (i) obtain such necessary clearances, (ii) effect the Transfer of any such Post Closing Contracts, including any Assets and Liabilities thereunder, to Delta and (iii) procure the release of Ultra from any obligations or Liabilities thereunder to the fullest extent permitted by applicable Law.

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EACH OF DELTA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE DELTA GROUP) AND Ultra (ON BEHALF OF ITSELF AND EACH MEMBER OF THE Ultra GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY TO ANY PARTY HERETO AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN, NON-INFRINGEMENT, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.

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EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (a) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN AND (b) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Prior to the Distribution Date, Ultra shall take (or cause to be taken) all necessary actions to adopt a Certificate of Incorporation and By-laws substantially in the form attached hereto as Exhibit A to be effective as of the Effective Time.

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At the Effective Time, Delta shall cause the Distribution Agent to distribute all of the outstanding shares of Ultra Common Stock then owned by Delta to the Record Holders, and to credit the appropriate number of such shares of Ultra Common Stock to book entry accounts for each such Record Holder or designated transferee or transferees of such Record Holder. Each Record Holder (or such holder’s designated transferee or transferees) shall be entitled to receive in the Distribution one (1) share of Ultra Common Stock for every one (1) share of Delta Common Stock held by such stockholder; provided that notwithstanding anything herein to the contrary, Delta shall not distribute any fractional shares of Ultra Common Stock and instead, the Distribution Agent will aggregate fractional shares to which Record Holders would otherwise be entitled into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate net cash proceeds from the sales pro rata to each Record Holder who would otherwise have been entitled to receive a fractional share in the Distribution.

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The Board, in its sole and absolute discretion, shall determine the Distribution Date and the Effective Time of the Distribution and the timing of the consummation thereof. In addition, the Board may, at any time and from time to time until the completion of the Distribution, decide to abandon the Distribution.

Subject to Section 4.3, the following are conditions to the consummation of the Distribution. These conditions are for the sole benefit of Delta and shall not give rise to or create any duty on the part of Delta or the Board to waive or not waive any such condition.

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Unless otherwise agreed to by the Parties, at least once during each fiscal quarter during the twelve (12) month period following the Distribution Date, the Parties shall hold a meeting for the purpose of sharing Information related to this Agreement or the preparation of any Party’s financial statements. Each Party shall designate between one (1) and three (3) persons as its standing representatives for such meetings. The Managing Party shall be responsible for scheduling such meeting at reasonably consistent and convenient times and on no less than thirty (30) days’ notice. The Parties’ standing representatives and others may participate in such meetings in person or other medium by which all participants may hear each other.

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Delta shall use its reasonable best efforts (a) to obtain each Solvency Opinion contemplated by Section 4.4(k) prior to the Termination Date, and (b) to promptly take or cause to be taken all actions, and shall promptly use its reasonable best efforts to do or cause to be done and assist and cooperate with the other Party in doing all things necessary, proper or advisable to obtain each such Solvency Opinion prior to the Termination Date.

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In addition, nothing contained in Section 6.1(a) shall release Delta from indemnifying any director, officer or employee of Ultra who was a director, officer or employee of Delta or any of its Affiliates prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then existing obligations.

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Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Delta shall and shall cause the other members of the Delta Group to indemnify, defend and hold harmless the Ultra Indemnitees from and against any and all Losses of the Ultra Indemnitees arising out of, by reason of or otherwise in connection with (a) the Delta Liabilities or alleged Delta Liabilities or (b) any breach by Delta of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Ultra shall and shall cause the other members of the Ultra Group to indemnify, defend and hold harmless the Delta Indemnitees from and against any and all Losses of the Delta Indemnitees arising out of, by reason of or otherwise in connection with (a) the Ultra Liabilities or alleged Ultra Liabilities or (b) any breach by Ultra of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

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Indemnification required by this Section 6 shall be made by periodic payments of the amount of Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or a Loss incurred.

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Each Party agrees to provide assistance and reasonable access to its properties, Records, other Information and personnel set forth in this Section 7.2 at the request of the other Party: (i) at any time, with the consent of the other Party (not to be unreasonably withheld or delayed) for reasonable business purposes relating to financial reporting and other regulatory obligations (including disclosure obligations) or other obligations to Government Entities; (ii) from the Effective Time until the completion of each Party’s audit for the fiscal year ending March 31, 2019 (or thereabout), in connection with the preparation and audit of each Party’s financial statements for the fiscal years ending March 31, 2018 (or thereabout) and March 31, 2019 (or thereabout) (including financial statements for any interim periods), the printing, filing and public dissemination of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required; (iii) in the event that either Party changes its independent auditors within two (2) years following the Distribution Date, reasonable access on the terms set forth in this Section 7.2 for a period of up to one hundred and eighty (180) days from such change; and (iv) to the extent reasonably necessary to respond to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the Commission or an audit request from the Defense Contract Audit Agency or the Defense Contract Management Agency. Without limiting the foregoing, each Party agrees as follows:

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Other than in circumstances in which indemnification is sought pursuant to Section 6 (in which event the provisions of such Section shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern), and subject to appropriate restrictions for classified Information, Privileged Information or Confidential Information:

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Except in the event the Parties are opposing one another in an Action, in which case normal discovery rules shall apply, at all times from and after the Effective Time, Delta and Ultra shall each use its commercially reasonable efforts to make available to the other Party, upon reasonable written request, its and its Subsidiaries’ former (to the extent practicable) and then-current directors, officers, employees, other personnel and agents of such Party as witnesses and any Records or other Information within its control or which it otherwise has the ability to make available (other than materials covered by any Privilege) to the extent that such Persons (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or Records or other Information may reasonably be required to testify, in the case of Persons, or be provided, in the case of Records or Information, in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions between members of each Group). A Party providing a witness to the other Party under this Section shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses; provided that, notwithstanding the foregoing, the Party providing a witness shall be entitled to receive the pro rata portion of the costs of salaries and benefits of such employees with respect to whom at least thirty percent (30%) of their professional time over a period of one month or greater is dedicated to such witness services), as may be reasonably incurred and properly paid under applicable Law.

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Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Section 7 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein or in an Ancillary Agreement, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. Delta shall, as soon as reasonably practicable after the Effective Time, provide Ultra with access to and/or copies of such Information consisting of spreadsheet tools and templates used for human resources purposes (the “HR Tools”). To the extent any such HR Tools contain personally identifiable information, Delta will use commercially reasonable efforts to remove any such personally identifiable information from the HR Tools prior to delivering the HR Tools to Ultra.

The rights and obligations granted under this Section 7 are subject to any specific rights, obligations, limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties, shall negotiate for a reasonable period of time to settle such Dispute; provided that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed forty-five (45) days from the time of receipt by a Party of written notice of such Agreement Dispute (“Dispute Notice”); provided, further, that in the event of any arbitration in accordance with Section 8.3 hereof, the Parties shall not

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assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.

If, within forty-five (45) days after receipt by a Party of a Dispute Notice, the Parties have not succeeded in negotiating a resolution of the Dispute, the Parties may mutually agree to submit the Dispute at the earliest possible date to mediation conducted in accordance with the Mediation Procedure of the International Institute for Conflict Prevention and Resolution (“CPR”), with each Party to bear equally the costs of the mediation; provided, however, that each Party shall bear its own attorneys’ fees and expenses and other costs in connection with such mediation. If mediation has been so agreed, the parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session (the “Mediation Period”).

If the Parties do not elect to submit the Dispute to mediation in accordance with Section 8.2 or the Dispute has not been resolved for any reason after the Mediation Period, such Dispute shall be determined, at the request of any relevant Party, by arbitration conducted in Virginia, before and in accordance with the then-existing Rules for Non-Administered Arbitration of the CPR, except as modified herein (the “Rules”). There shall be three arbitrators, one of which shall be designated by each Party and the third of which shall be selected by the two so designated, which two shall be appointed by the Parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration and which third arbitrator shall be selected within fifteen (15) days thereafter. If the arbitrators are not timely appointed by the Parties (or by the selected arbitrators) under this Section 8.3, he or she shall be appointed by the CPR in accordance with the Rules, and in any such procedure, each Party shall be given two strikes, excluding strikes for cause. Any controversy concerning whether an Dispute is an arbitrable Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation, validity or enforceability of this Section 8 shall be determined by the arbitrator. In resolving any Dispute, the Parties intend that the arbitrator shall apply the substantive Laws of the State of New York, without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrator shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction, including the Virginia Courts (as defined in Section 10.17). The arbitrator shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other forms of legal and equitable relief; provided, however, the arbitrator shall not be entitled to award special, consequential, reputational, indirect or punitive damages unless in connection with indemnification for a Third Party Claim (and in such a case, only to the extent awarded in such Third Party Claim).

Any arbitration proceeding shall be concluded in a maximum of six (6) months from the commencement of the arbitration or such other period as the arbitrator together with the Parties involved in such proceeding shall deem reasonable.

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Without limiting the provisions of the Rules, unless otherwise agreed in writing by the Parties or permitted by this Agreement, the Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to and any negotiation, mediation, conference or discussion or otherwise pursuant to this Section 8, all of which shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules; provided that such matters may be disclosed (i) to the extent reasonably necessary in any proceeding ancillary to an arbitration hereunder, including to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or the rules of any stock exchange on which a Party’s securities may be listed. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. Nothing contained herein is intended to or shall be construed to prevent a Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Disputes. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of a Party to respect the arbitral tribunal’s orders to that effect.

Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Section 8 with respect to all matters not subject to such dispute resolution.

The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arises out of or relates essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

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Subject to Section 9.6, if, subsequent to the Effective Time, any person shall assert a claim against Ultra or any of its Subsidiaries (including where Ultra or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Effective Time in or in connection with the conduct of the Ultra Business or, to the extent any claim is made against Ultra or any of its Subsidiaries (including where Ultra or its Subsidiaries are joint defendants with other persons), the conduct of the Delta Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Company Policies, Delta shall, at the time such claim is asserted, be deemed to designate, without need of further documentation, Ultra as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Company Policy, and shall further be deemed to confer, without need of further documentation, but subject to Section 9.10, upon Ultra any and all rights of an insured party under such Company Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; provided, however, that nothing in this Section 9.2 shall be deemed to constitute (or to reflect) an assignment of the Company Policies, or any of them, to Ultra.

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In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 9.4 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

In the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 9.5 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law, or otherwise.

Ultra agrees that, for a period of at least three years from and after the Effective Time, it will maintain in full force and effect $100,000,000 of professional liability insurance for the benefit and protection of Ultra with respect to liabilities, damages or expenses incurred or claimed to have been incurred prior to or after the Effective Time.

Ultra, on behalf of itself and its Subsidiaries, acknowledges and agrees that it will have no coverage under the Company Policies for acts or events that occur after the Effective Time.

The Parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Agreement (including in connection with Policies where Delta is an additional named insured).

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Notwithstanding anything to the contrary contained herein, Delta remains the owner and holder of all rights and claims in and to the Company Policies. Should the provisions of Sections 9.1 and 9.2 as they pertain to Ultra be challenged and/or fail of their purpose, Delta shall act as agent and attorney-in-fact for Ultra and thereby effectuate, on behalf of Ultra, the provisions of Sections 9.1 and 9.2 of this Agreement; provided that Ultra shall pay Delta’s reasonable out of pocket costs relating thereto.

If additional premiums are payable, or return premiums are receivable, on any Company Policies after the Effective Time as a result of an insurance carrier’s retrospective audit of insured exposure, each of Delta and Ultra shall be responsible for its respective share of any such additional premiums.

This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements and in the case of any express conflict between this Agreement and any Ancillary Agreement, the terms of such Ancillary Agreement shall prevail.

This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

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Except as otherwise provided (i) in this Agreement (including this Section 10.5), the Merger Agreement or any other Transaction Agreement (as defined in the Merger Agreement), or unless otherwise mutually agreed to by Delta, Vector, and Kodiak in writing, all Transaction Expenses shall be paid by the Party incurring such fees or expenses. For the avoidance of doubt, except as expressly set forth in this Agreement or any Ancillary Agreements, each Party shall be responsible for its own internal fees (and reimburse any other Party to the extent such Party has paid such costs and expenses on behalf of the responsible Party), costs and expenses (e.g., salaries of personnel working in its respective Business) incurred following the Distribution Date, including any costs and expenses relating to such Party’s (or any member of its Group’s) documents filed with the Commission filed following the Distribution Date (including, printing, mailing and filing fees) or any costs and expenses incurred following the Distribution Date with the continued listing of such Party’s common stock on the NYSE following the Distribution.

All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

To Delta:

[●]

To Ultra:

[●]

Any consent required or permitted to be given by a Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other parties to this Agreement. No assignment permitted by this Section 10.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

This Agreement (including Section 6 hereof) may be terminated, modified or amended and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Delta without the approval of Ultra or the stockholders of Delta. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Delta and Ultra.

Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Except (i) as provided in Section 6 relating to Indemnitees and for the release under Section 6.1 of any Person provided therein, (ii) as provided in Section 9.6 relating to the directors, officers, employees, fiduciaries or agents provided therein and (iii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

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Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the laws of any other jurisdiction.

Subject to the provisions of Section 8 hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding, including to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 8 or to prevent irreparable harm, and to the nonexclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.17. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

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EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.18.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

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Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to between the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by: (a) Ultra to Delta shall be treated for all Tax purposes as a distribution by Ultra to Delta with respect to stock of Ultra occurring after Ultra is directly owned by Delta and immediately before the applicable Distribution; or (b) Delta to Ultra shall be treated for all Tax purposes as a tax-free contribution by Delta to Ultra with respect to its stock occurring after Ultra is directly owned by Delta and immediately before the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority (as defined in the Tax Matters Agreement) asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its commercially reasonable efforts to contest such challenge.

No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Delta and Ultra and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Delta or Ultra.

[Signature Page Follows]

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SIGNATORY

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

Signature Page to Separation and Distribution Agreement