AGREEMENT AND PLAN OF DISTRIBUTION

Exhibit 2.1

AGREEMENT AND PLAN OF DISTRIBUTION

BY AND BETWEEN

ACUITY BRANDS, INC.

AND

ZEP INC.

DATED AS OF OCTOBER 31, 2007

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF DISTRIBUTION

This AGREEMENT AND PLAN OF DISTRIBUTION (this “ Agreement ”), dated as of October 31, 2007, by and between ACUITY BRANDS, INC., a Delaware corporation (“ Parent ”), and ZEP INC. a Delaware corporation and, prior to the Distribution (as defined herein), a wholly owned subsidiary of Parent (“ SpinCo ”).

W I T N E S S E T H:

WHEREAS, Parent Group (as defined herein) currently conducts the Parent Business (as defined herein), owns substantially all of the Parent Assets (as defined herein) and is subject to the Parent Liabilities (as defined herein);

WHEREAS, SpinCo Group (as defined herein) currently conducts the SpinCo Business (as defined herein), owns substantially all of the SpinCo Assets (as defined herein) and is subject to the SpinCo Liabilities (as defined herein);

WHEREAS, Parent is the owner of all of the issued and outstanding shares of capital stock of SpinCo;

WHEREAS, the Board of Directors of Parent has determined that it would be advisable and in the best interests of Parent and its stockholders for Parent to distribute to the holders of the issued and outstanding shares of common stock, par value $0.01 per share, of Parent (the “ Parent Common Stock ”) as of the Distribution Record Date (as defined herein) 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of SpinCo (the “ SpinCo Common Stock ”), together with the associated preferred stock purchase rights (each share of such stock, together with the associated preferred stock purchase right, a “ SpinCo Share ”), on the basis of one SpinCo Share for every two shares of Parent Common Stock (the “ Distribution ”);

WHEREAS, in connection with the Distribution, (i) the Board of Directors of Parent has determined that it would be advisable and in the best interests of Parent and its stockholders for Parent to take certain steps to transfer certain Assets (as defined herein) to SpinCo and have SpinCo assume certain Liabilities (as defined herein) of Parent, and (ii) the Board of Directors of SpinCo has determined that it would be advisable and in the best interests of SpinCo and its stockholders for SpinCo to take certain steps to transfer certain Assets to Parent and have Parent assume certain Liabilities of SpinCo;

WHEREAS , for federal income tax purposes, the Corporate Transactions (as defined herein) and Distribution are intended to qualify as a “reorganization” under Sections 3681(a)(1)(D) and 355 of Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury regulations promulgated thereunder, and this Agreement is adopted as a “plan of reorganization” within the meaning of Section 361 of the Code; and

WHEREAS, the parties hereto have determined to set forth the principal corporate and other transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters prior to and following the Distribution.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. General. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

(a) “ Acceptance Date ” shall have the meaning set forth in Section 2.16(c) of this Agreement.

(b) “ Acceptance Notice ” shall have the meaning set forth in Section 2.16(c) of this Agreement.

(c) “ Accounting Firm ” shall mean the Atlanta, Georgia office of PricewaterhouseCoopers LLP (or such other independent accounting firm of national standing that the parties shall mutually designate).

(d) “ Action ” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

(e) “ Adjusted EBITDA ” shall mean, with respect to any specified Person or business, such Person’s or business’ net income before interest, taxes, depreciation and amortization, on a fully-allocated basis and as adjusted to reflect applicable special or non-recurring items in a manner consistent with customary methodology used in business valuations.

(f) “ Affiliate ” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person; provided , however , that for purposes of this Agreement, any Person who was a member of both Groups prior to the Distribution shall be deemed to be an Affiliate only of the Group of which such Person is a member following the Distribution. As used herein, “control” means 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. Any contrary provision of this Agreement notwithstanding, neither Parent nor any Parent Subsidiaries shall be deemed to be an Affiliate of SpinCo, and neither SpinCo nor any SpinCo Subsidiaries shall be deemed to be an Affiliate of Parent.

(g) “ Agent ” shall have the meaning set forth in Section 2.1(b) of this Agreement.

(h) “ Agreement ” shall mean this Agreement.

(i) “ Agreement Disputes ” shall have the meaning set forth in Section 5.1 of this Agreement.

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(j) “ Ancillary Agreements ” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the parties hereto or any other member of their respective Groups in connection with the transactions contemplated hereby, including the Conveyancing and Assumption Instruments, the Employee Benefits Agreement, the Tax Disaffiliation Agreement, and the Transition Services Agreement.

(k) “ Applicable Rate ” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, N.A., as its prime lending rate.

(l) “ Assets ” shall mean assets, properties and rights, wherever located (including in the possession of vendors or other third parties or elsewhere), 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, including the following:

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(m) “ Assignee ” shall have the meaning set forth in Section 2.1(g) of this Agreement.

(n) “ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in Atlanta, Georgia are authorized or obligated by law or executive order to close.

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(o) “ Claims Administration ” shall mean the processing of claims made under the Parent Shared Policies, including the reporting of claims to the insurance carriers, management and defense of claims and providing for appropriate releases upon settlement of claims.

(p) “ Code ” shall have the meaning set forth in the recitals to this Agreement.

(q) “ Commission ” shall mean the U.S. Securities and Exchange Commission.

(r) “ Contracts ” shall have the meaning set forth in the definition of Assets.

(s) “ Conveyancing and Assumption Instruments ” shall mean, collectively, the various agreements, instruments and other documents to be or heretofore entered into to effect the Corporate Transactions or otherwise to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement, the Ancillary Agreements and the Corporate Transactions.

(t) “ Corporate Transactions ” shall mean, collectively, (a) each of the mergers, transfers, conveyances, contributions, assignments, dividends, assumptions, redemptions, purchases and other transactions described and set forth on Schedule 1.1(t) attached hereto, and (b) such other mergers, transfers, conveyances, contributions, assignments, dividends, assumptions, redemptions, purchases and other transactions that may be appropriate or required to be accomplished, effected or consummated by Parent or SpinCo or any of their respective Subsidiaries and Affiliates so that: (i) the SpinCo Assets, SpinCo Liabilities and SpinCo Business shall be owned, directly or indirectly, by SpinCo after giving effect to the Distribution; and (ii) the Parent Assets, Parent Liabilities and Parent Business shall be owned, directly or indirectly, by Parent after giving effect to the Distribution.

(u) “ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

(v) “ Distribution Date ” shall mean such date as may be determined by the Board of Directors of Parent, or such committee of such Board of Directors as shall be designated by the Board of Directors of Parent, as the date as of which the Distribution shall be effected.

(w) “ Distribution Record Date ” shall mean such date as may be determined by the Board of Directors of Parent, or such committee of such Board of Directors as shall be designated by the Board of Directors of Parent, as the record date for the Distribution.

(x) “ Effective Time ” shall mean 11:59 p.m., Atlanta, Georgia time, on the Distribution Date.

(y) “ Employee Benefits Agreement ” shall mean the Employee Benefits Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit A .

(z) “ Environmental Laws ” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including the Comprehensive Environmental Response, Compensation and Liability

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Act, 42 U.S.C. 9601, et seq. ), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.

(aa) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(bb) “ Final Closing Statement ” shall have the meaning set forth in Section 2.16(c) of this Agreement.

(cc) “ Final Determination Date ” shall have the meaning set forth in Section 2.16(c) of this Agreement.

(dd) “ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE or other regulatory, administrative or governmental authority.

(ee) “ Group ” shall mean, with respect to Parent, the Parent Group and, with respect to SpinCo, the SpinCo Group.

(ff) “ Indemnifiable Losses ” shall mean any and all Losses suffered by an Indemnitee, net of any insurance proceeds actually received by such Indemnitee with respect to such Losses.

(gg) “ Indemnifying Party ” shall have the meaning set forth in Section 3.3 of this Agreement.

(hh) “ Indemnitee ” shall have the meaning set forth in Section 3.3 of this Agreement.

(ii) “ Information Statement ” shall mean the Information Statement filed with the Commission as part of the Registration Statement and mailed to the holders of shares of Parent Common Stock in connection with the Distribution, including any amendments or supplements thereto.

(jj) “ Insurance Administration ” shall mean, with respect to each Parent Shared Policy, (A) the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Parent Shared Policies; (B) the reporting to excess insurance carriers of any losses or claims which may cause the applicable limits of any Parent Shared Policy to be exceeded; (C) the distribution of Insurance Proceeds as contemplated by this Agreement; and (D) any and all other actions reasonably necessary for the administration of the Parent Shared Policies.

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(kk) “ Insurance Proceeds ” shall mean those monies (A) received by an insured from an insurance carrier or (B) paid by an insurance carrier on behalf of an insured.

(ll) “ Insured Claims ” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Parent Shared Policies, whether or not subject to deductibles, self-insured retentions, co-insurance, uncollectibility or retrospectively-rated premium adjustments.

(mm) “ Intercompany Agreement ” shall mean any contract, agreement or lease between a member of the Parent Group and a member of the SpinCo Group entered into prior to the Effective Date excluding this Agreement and the Ancillary Agreements.

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

(oo) “ Law ” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

(pp) “ Liabilities ” shall mean any and all debts, liabilities, obligations, responsibilities, response actions, losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

(qq) “ Losses ” shall mean all losses, liabilities, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto.

(rr) “ Non-Competition Period ” shall mean the period beginning on the Distribution Date and ending on the second anniversary of the Distribution Date.

(ss) “ Non-Solicitation Period ” shall mean the period beginning on the Distribution Date and ending on the fourth anniversary of the Distribution Date.

(tt) “ Notices ” shall have the meaning set forth in Section 7.6 of this Agreement.

(uu) “ NYSE ” shall mean the New York Stock Exchange, Inc.

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(vv) “ Parent ” shall have the meaning set forth in the preamble to this Agreement.

(ww) “ Parent Acquired Entities ” shall have meaning set forth in Section 2.15(c) of this Agreement.

(xx) “ Parent Activities ” shall mean the business of designing, manufacturing and/or distributing lighting fixtures and equipment and/or providing related services.

(yy) “ Parent Assets ” shall mean, collectively, all the rights and Assets owned or held by Parent or any Parent Subsidiary immediately after giving effect to the Corporate Transactions, except the SpinCo Assets, and all of the Assets set forth on Schedule 1.1(yy) .

(zz) “ Parent Business ” shall mean each and every business conducted at any time by Parent Group (including those businesses set forth on Schedule 1.1(zz) ), including each and every business conducted in the past and each and every business which has been discontinued, sold or transferred (including those businesses set forth on Schedule 1.1(zz) ), but excluding the SpinCo Business.

(aaa) “ Parent Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

(bbb) “ Parent Group ” shall mean Parent and each Person (other than any member of the SpinCo Group) that is a Parent Subsidiary.

(ccc) “ Parent Indemnitee ” shall mean:

(ddd) “ Parent Liabilities ” shall mean:

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Notwithstanding the foregoing, the Parent Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by SpinCo or any member of the SpinCo Group; or (y) all agreements and obligations of any member of the SpinCo Group under this Agreement or any of the Ancillary Agreements. Any contrary provision of this Agreement notwithstanding, any Liabilities or Losses in respect of any Action relating to the Parent Business, including the matters set forth on Schedule 1.1(ddd) , shall constitute Parent Liabilities.

(eee) “ Parent Policies ” shall mean all Policies, current or past, that are owned or maintained by or on behalf of Parent or any Parent Subsidiary that do not provide coverage to or with respect to the SpinCo Assets or the SpinCo Business, or any part thereof, including those Policies set forth on Schedule 1.1(eee) .

(fff) “ Parent Shared Policies ” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Parent or any Parent Subsidiary which provide coverage to or with respect to the SpinCo Group, the SpinCo Assets or the SpinCo Business, or any part thereof, other than SpinCo Policies, including those Policies set forth on Schedule 1.1(fff) .

(ggg) “ Parent Subsidiaries ” shall mean all of the Subsidiaries of Parent (including the Subsidiaries set forth on Schedule 1.1(ggg) ), other than SpinCo and the SpinCo Subsidiaries.

(hhh) “ Person ” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

(iii) “ Policies ” shall mean insurance policies and insurance contracts of any kind (other than those policies or contracts providing benefits under life insurance or other employee benefit plans or programs), including primary, excess and umbrella policies, master comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty

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insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

(jjj) “ Proposed Closing Statement ” shall have the meaning set forth in Section 2.16(b) of this Agreement.

(kkk) “ Records ” shall have the meaning set forth in Section 4.1 of this Agreement.

(lll) “ Registration Statement ” shall mean the registration statement on Form 10 to effect the registration of the SpinCo Common Stock pursuant to the Exchange Act.

(mmm) “ Related Parent Business ” shall have the meaning set forth in Section 2.15(b) of this Agreement.

(nnn) “ Related SpinCo Business ” shall have the meaning set forth in Section 2.15(c) of this Agreement.

(ooo) “ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, members, employees, agents, consultants, advisors, accountants, attorneys and representatives.

(ppp) “ Review Period ” shall have the meaning set forth in Section 2.16(c) of this Agreement.

(qqq) “ Rules ” shall have the meaning set forth in Section 5.3 of this Agreement.

(rrr) “ Securities Act ” shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

(sss) “ SpinCo ” shall have the meaning set forth in the preamble to this Agreement.

(ttt) “ SpinCo Acquired Entities ” shall have the meaning set forth in Section 2.15(b) of this Agreement.

(uuu) “ SpinCo Activities ” shall mean the business of producing and/or marketing, and/or providing related services with respect to, cleaning and maintenance products and/or equipment, including anti-bacterial and industrial hand care products, cleaners, degreasers, deodorizers, disinfectants, floor finishes, sanitizers and pest and weed control products.

(vvv) “ SpinCo Assets ” shall mean collectively, all the Assets that are owned by SpinCo or any SpinCo Subsidiaries as of the Effective Time and after giving effect to the Corporate Transactions, including:

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(www) “ SpinCo Balance Sheet ” shall mean the combined balance sheet of the SpinCo Group, including any notes thereto, as of September 30, 2007.

(xxx) “ SpinCo Business ” shall mean each and every business currently conducted, and that will be conducted from and after the Effective Time, by SpinCo Group (including those businesses set forth on Schedule 1.1(xxx ), and each and every business conducted prior to the Effective Time by Parent Group that is of a nature or type that was or would have been included in Parent’s specialty products segment for financial reporting purposes that has been discontinued, sold or transferred by Parent Group (including those businesses set forth on Schedule 1.1(xxx) .

(yyy) “ SpinCo Closing Cash ” shall have the meaning set forth in Section 2.16(a) of this Agreement.

(zzz) “ SpinCo Closing Statement Guidelines ” shall mean the guidelines attached hereto as Schedule 1.1(zzz) .

(aaaa) “ SpinCo Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

(bbbb) “ SpinCo Financing Arrangements ” shall mean (a) that certain 5-Year Revolving Credit Agreement, dated as of October 19, 2007, by and among SpinCo, Acuity Specialty Products, Inc. (“ ASP ”), and one or more other subsidiary borrowers thereto, the institutions from time to time parties as “Lenders” thereto, JP Morgan Chase Bank, National Association, as the swing line lender, letter of credit issuer and administrative agent, Bank of America, N.A., as syndication agent and Keybank National Association, Wachovia Bank, National Association (“ Wachovia ”), Regions Bank and Wells Fargo Bank, N.A., as co-documentation agents; and (b) that certain Amended and Restated Credit Agreement dated as of October 19, 2007 by and among Acuity Enterprise, Inc., ASP, certain other entities identified therein, Variable Funding Capital Company LLC, and Wachovia, as agent.

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(cccc) “ SpinCo Group ” shall mean SpinCo, the SpinCo Subsidiaries and the corporations, partnerships and other entities which are contemplated to remain or become a Subsidiary of SpinCo in connection with the Corporate Transactions and the Distribution.

(dddd) “ SpinCo Indemnitees ” shall mean:

(eeee) “ SpinCo Liabilities ” shall mean:

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Notwithstanding the foregoing, the SpinCo Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Parent or any member of the Parent Group; or (y) all agreements and obligations of any member of the Parent Group under this Agreement or any of the Ancillary Agreements. Any contrary provision of this Agreement notwithstanding, any Liabilities or Losses in respect of any Action relating to the SpinCo Business, including the matters set forth on Schedule 1.1(eeee) , shall constitute SpinCo Liabilities.

(ffff) “ SpinCo Net Cash Flow ” shall mean, with respect to the SpinCo Group, (A) the net cash provided by (used for) operating activities, plus (or minus) the net cash provided by (used for) investing activities, plus (or minus) the effect of exchange rate on net assets (excluding intercompany accounts), all as determined for the period beginning on September 1, 2007 and ending on the Distribution Date and in accordance with the SpinCo Closing Statement Guidelines, plus (or minus if it is a negative number) (B) an amount equal to (1) the sum of the net cash provided by (used for) operating activities, plus (or minus) the net cash provided by (used for) investing activities, plus (or minus) the effect of exchange rate on net assets (excluding intercompany accounts), all as determined for the period beginning on September 1, 2006 and ending on August 31, 2007 less (2)Forty Two Million Dollars ($42,000,000).

(gggg) “ SpinCo Policies ” shall mean all Policies, current or past, that are owned or maintained by or on behalf of Parent or any Parent Subsidiary, which relate specifically to the SpinCo Assets or the SpinCo Business but do not relate to the Parent Business or the Parent Assets, and which Policies are either maintained by SpinCo or a member of the SpinCo Group or assignable to SpinCo or a member of the SpinCo Group, including those Policies set forth on Schedule 1.1(gggg) .

(hhhh) “ SpinCo Share ” shall have the meaning set forth in the recitals to this Agreement.

(iiii) “ SpinCo Subsidiaries ” shall mean all of the Subsidiaries listed on Schedule 1.1(iiii) .

(jjjj) “ Subsidiary ” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body.

(kkkk) “ Tax ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

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(llll) “ Tax Disaffiliation Agreement ” shall mean the Tax Disaffiliation Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit B .

(mmmm) “ Third-Party ” shall mean a Person who is not a party hereto or a Subsidiary thereof.

(nnnn) “ Third-Party Claim ” shall have the meaning set forth in Section 3.3 of this Agreement.

(oooo) “ Transition Services Agreement ” shall mean the Transition Services Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit C .

SECTION 1.2. Reference; Interpretation . 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. 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 Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and 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 Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either party as the principal draftsperson hereof or thereof.

ARTICLE II

DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

SECTION 2.1. The Distribution and Other Transactions .

(a) Certain Transaction s . On or prior to the Distribution Date:

(i) Following the Corporate Transactions, Parent Group owns the Parent Assets and is subject to the Parent Liabilities.

(ii) Following the Corporate Transactions, SpinCo Group owns the SpinCo Assets and is subject to the SpinCo Liabilities.

(b) Issuance to Parent .

(i) On or prior to the Distribution Date, Parent shall deliver to Parent’s stock transfer agent (the “ Agent ”) a certificate or certificates representing the SpinCo Shares that are to be distributed to Parent’s stockholders in the Distribution, endorsed by Parent in blank, for the benefit of the holders of Parent Common Stock, and Parent shall authorize the Agent to distribute, on or as soon as practicable following the Distribution

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Date, such SpinCo Shares to holders of record of shares of Parent Common Stock on the Distribution Record Date as further contemplated by the Information Statement and hereby. SpinCo shall provide any share certificates that the Agent shall require in order to effect the Distribution.

(ii) The SpinCo Shares distributed in the Distribution will be distributed only pursuant to a book entry system. Parent shall authorize the Agent to deliver the SpinCo Shares previously delivered to the Agent to a depositary and to mail to each holder of record of Parent Common Stock on the Distribution Record Date, a statement of the whole SpinCo Shares credited to such holder’s account. If following the Distribution a holder of SpinCo Common Stock requests physical certificates instead of participating in the book entry system, the Agent will issue certificates for such shares, but only for whole numbers of SpinCo Shares.

(c) Certificate of Incorporation; Bylaws; Rights Plan . On or prior to the Distribution Date, SpinCo and Parent shall have taken all necessary actions to provide for the adoption of the form of certificate of incorporation and bylaws and the execution and delivery of a stockholder protection rights agreement, between SpinCo and The Bank of New York, as Rights Agent, in substantially the form filed by SpinCo with the Commission as Exhibits to the Registration Statement.

(d) Directors . On or prior to the Distribution Date, Parent and SpinCo shall have taken all necessary action to cause the Board of Directors of SpinCo to consist of the individuals identified in the Information Statement as directors of SpinCo.

(e) Election of Officers . On or prior to the Distribution Date, SpinCo shall take all actions necessary and desirable so that as of the Distribution Date the executive officers of SpinCo will be as set forth in the Information Statement.

(f) Certain Licenses and Permits . Without limiting the generality of the obligations set forth in Section 2.1(a), on or prior to the Distribution Date or as soon as reasonably practicable thereafter:

(i) Parent shall use its commercially reasonable efforts to transfer or cause to be transferred all transferable licenses, permits and authorizations issued by any Governmental Authority that relate solely to the SpinCo Business, but which are held in the name of any member of the Parent Group, or in the name of any Representative of any such member, on behalf of a member of the SpinCo Group, to the appropriate member of the SpinCo Group; and

(ii) SpinCo shall use its commercially reasonable efforts to transfer or cause to be transferred all transferable licenses, permits and authorizations issued by Governmental Authorities that relate solely to the Parent Business, but which are held in the name of any member of the SpinCo Group, or in the name of any Representative of any such member, or otherwise, on behalf of a member of the Parent Group, to the appropriate member of the Parent Group.

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(g) Transfer and Assignment of Certain Contracts . Without limiting the generality of the obligations set forth in Section 2.1(a):

(i) Subject to the provisions of this Section 2.1(g), any Contract to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of more than one of the Parent Business and SpinCo Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such Contract.

(ii) The assignee of any Contract assigned, in whole or in part, hereunder (an “ Assignee ”) shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under Section 2.1(g)(i), such Assignee’s related portion of such obligations as determined in accordance with the terms of the relevant Contract, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution.

(iii) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Contract, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a Third Party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such Contract.

(h) Consents . The parties hereto shall use their commercially reasonable efforts to obtain those types of required consents and approvals to transfer and/or assign licenses, permits and authorizations of Governmental Authorities and those types of consents and approvals to transfer and/or assign Contracts from Third Parties set forth in Schedule 2.1(h) ; provided , however , that no party shall be obligated to pay any consideration therefor (except for filing fees or other similar charges) to any Third Party from whom such consent or approval is requested. Whether or not such consent or approval is obtained, nothing in this Section 2.1(g) shall in any way limit the obligations of the parties under Article III.

(i) Certain Liabilities . For purposes of this Agreement, including Article III hereof, Parent and SpinCo agree that (A) any and all Liabilities arising from or based upon misstatements in or omissions from the Registration Statement or the Information Statement with respect to information set forth or described on Part 1 of Schedule 2.1(i) to this Agreement (insofar as such information relates to Parent or the terms of the Distribution) shall be deemed to be Parent Liabilities and not SpinCo Liabilities, (B) fifty percent (50%) of any and all Liabilities arising from or based upon misstatements in or omissions from the Registration Statement or the Information Statement with respect to information set forth or described on Part 2 of Schedule 2.1(i) to this Agreement shall be deemed to be Parent Liabilities and fifty percent (50%) of such Liabilities shall be deemed to be SpinCo Liabilities, and (C) any and all Liabilities

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arising from or based upon misstatements in or omissions from the Registration Statement or the Information Statement other than those specified in Sections 2.1(i)(A) and (B) shall be deemed to be SpinCo Liabilities and not Parent Liabilities.

(j) State Securities Laws . Prior to the Distribution Date, Parent and SpinCo shall take all such actions as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution.

(k) Listing Application; Notice to NYSE .

(i) Prior to the Distribution Date, Parent and SpinCo shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause the NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the SpinCo Shares.

(ii) Prior to the Distribution, Parent shall, to the extent possible, give the NYSE not less than ten days advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.

(l) Other Transactions . On or prior to the Distribution Date, the parties hereto shall have consummated those other transactions in connection with the Corporate Transactions and the Distribution that are contemplated by the Information Statement and not specifically referred to in this Section 2.1.

SECTION 2.2. Assumption and Satisfaction of Liabilities . Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Effective Time, (a) Parent shall, or shall cause the applicable member of the Parent Group to, assume, pay, perform and discharge all Parent Liabilities in the ordinary course of business, consistent with past practice, and (b) SpinCo shall, or shall cause the applicable member of the SpinCo Group to, assume, pay, perform and discharge all SpinCo Liabilities in the ordinary course of business, consistent with past practice.

SECTION 2.3. Resignations . Except as noted on Schedule 2.3 , Parent shall cause all of its employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the SpinCo Group in which they serve, and SpinCo shall cause all of its employees to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Parent Group in which they serve.

SECTION 2.4. Further Assurances .

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, each party hereto shall cooperate with the other party, and execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of

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conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and take all such other actions as such party may reasonably be requested to take by the other party hereto from time to time, consistent with the terms of this Agreement, the Corporate Transactions, and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the transfers of Assets and assumptions of Liabilities and the other transactions contemplated hereby.

(b) If any such transfer of Assets or Liabilities is not consummated prior to or at the Effective Time, then the party hereto retaining such Asset or Liability shall continue to take the actions required by Section 2.4(a) to consummate and make effective such transfer as soon as practicable after the Distribution Date and, in the case of Assets, shall use its commercially reasonable efforts to preserve the value of such Assets until the time of transfer. If and when any such Asset or Liability becomes transferable, such transfer shall be effected as soon as reasonably practicable. The parties hereto agree that, no later than the Distribution Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership to all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement and the Ancillary Agreements all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such party is entitled or required to hold or assume pursuant to this Agreement.

(c) Any disagreement regarding whether any Asset or Liability was or should have been transferred to, retained by or assumed by the Parent Group or the SpinCo Group shall be resolved in accordance with the provisions of Article V.

SECTION 2.5. Limited Representations or Warranties . Each of the parties hereto agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, making any representation or warranty whatsoever, as to title or value of Assets being transferred. It is also agreed that all Assets either transferred to or retained by the parties, as the case may be, shall be “as is, where is” and that (subject to Section 2.4) the party to which such Assets are to be transferred hereunder shall bear the economic and legal risk that such party’s or any of the Subsidiaries’ title to any such Assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto agrees that no party her