incurred in connection with such taxes resulting from the loss of the tax-free status (which means “Tax-Free
Status” as defined in the tax matters agreement) of any of the transactions (other than the merger) where such
loss of the tax-free status is caused by (1) any act or failure to act by Amentum (after the merger), any member
of the Amentum group (after the merger), Amentum’s subsidiaries, Amentum Equityholder or any of their
respective affiliates, (2) any breach by Amentum or Amentum Equityholder of any of their representations or
covenants under the separation and distribution agreement, the merger agreement, the tax matters agreement
or any other transaction document or the Tax Materials (as defined in the tax matters agreement), (3) the
acquisition following the merger of our stock, stock of certain of our subsidiaries, or the assets of the Amentum
group, (4) any negotiations, understandings, agreements or arrangements by Amentum or any member of the
Amentum group (after the merger), Amentum Equityholder or any of their respective affiliates that cause any of
the Distributions (as defined in the tax matters agreement) to be treated as part of a Plan (as defined in the tax
matters agreement) pursuant to which one or more persons acquire a 50% or greater interest (measured by
vote or value) in the stock of Amentum or certain subsidiaries of Amentum, or (5) the amendment of the
certificates of incorporation (or other organizational documents) or any other act by Amentum or any member of
the Amentum group (after the merger), Amentum Equityholder or any of their respective affiliates affecting the
voting rights of any stock or stock rights of Amentum or such Amentum subsidiaries, except in each case to the
extent the relevant transactions did not qualify for tax-free status at the time they were taken solely as a result of
facts and circumstances pertaining to Jacobs existing as of immediately after the merger. For the avoidance of
doubt, Amentum will be subject to the foregoing indemnification obligations if the loss of the tax-free status of
any of the transactions other than the merger is caused by the loss of tax-free status of the merger.
In addition, Jacobs must indemnify Amentum for (i) all taxes for which Jacobs is responsible as described above
under “Allocation of Taxes” and (ii) all taxes and certain costs and expenses incurred in connection with such
taxes resulting from the loss of the tax-free status of any of the transactions (other than the merger) where such
loss of the tax-free status is caused by (1) any act or failure to act by Jacobs or any of its subsidiaries, (2) any
breach by Jacobs of any of its representations or covenants under the separation and distribution agreement,
the merger agreement, the tax matters agreement or any other transaction document or the Tax Materials (as
defined in the tax matters agreement), (3) the acquisition following the merger of Jacobs stock or the assets of
Jacobs or any of its subsidiaries, or (4) any negotiations, understandings, agreements or arrangements by
Jacobs or any of its subsidiaries that cause any of the Distributions (as defined in the tax matters agreement) to
be treated as part of a Plan (as defined in the tax matters agreement) pursuant to which one or more persons
acquire a 50% or greater interest (measured by vote or value) in the stock of Jacobs. For the avoidance of
doubt, Jacobs will be subject to the foregoing indemnification obligations if the loss of the tax-free status of any
of the transactions other than the merger is caused by the loss of tax-free status of the merger. If the
transactions fail to qualify for tax-free status, and the taxes resulting from such failure are indemnified or borne
by Jacobs, Amentum will be required to pay Jacobs all or a portion of the value of certain tax savings resulting
from certain tax basis increases.
Preservation of the Intended Tax Treatment of Certain Aspects of the Transactions
Jacobs, Amentum and Amentum Equityholder intended for the contribution and certain related transactions in
the internal reorganization to qualify as generally tax-free to Jacobs under Sections 355 and 368(a)(1)(D) of the
Code. Jacobs, Amentum and Amentum Equityholder intended for the distribution and any clean-up distribution
also to qualify as generally tax-free to Jacobs’ shareholders under Section 355 of the Code (except with respect
to the receipt of cash in lieu of fractional shares of Amentum common stock). Jacobs, Amentum and Amentum
Equityholder intended for the merger to qualify as tax-free to Amentum and Amentum Equityholder under
Section 368(a) of the Code.
In connection with the Transaction, Jacobs received the distribution tax opinions, a merger tax opinion and the
IRS ruling, and Amentum received a merger tax opinion. In connection with the foregoing opinions and the IRS
ruling, Amentum, Jacobs, and Amentum Equityholder, as applicable, have made and will make certain
representations regarding the past and future conduct of their respective businesses and certain other matters.
Amentum and Amentum Equityholder also agreed to certain covenants that contain restrictions intended to
preserve the intended tax treatment of the transactions. Amentum or Amentum Equityholder, as applicable, may
take certain actions prohibited by these covenants only if Amentum or Amentum Equityholder, as applicable,
requests that Jacobs obtain a private letter ruling from the IRS satisfactory to Jacobs in its sole and absolute
discretion or provides Jacobs with an unqualified tax opinion satisfactory to Jacobs in its sole and absolute
discretion, in each case, to the effect that such action would not jeopardize the intended tax treatment of the
transactions, unless Jacobs waives such requirement.
