Form 8-K

8-K — Mobility Global Inc.

Accession: 0001104659-26-080006

Filed: 2026-07-02

Period: 2026-06-30

CIK: 0002090312

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619098d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2619098d1_ex2-1.htm)

EX-3.1 — EXHIBIT 3.1 (tm2619098d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2619098d1_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2619098d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2619098d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2619098d1_ex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (tm2619098d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 30, 2026

Mobility Global Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-43276

39-4621962

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5860 Trinity Parkway, Suite 600, Centreville, Virginia, 20120

(Address of principal executive offices) (Zip Code)

(703) 934-2664

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock (par value $0.01 per share)

MBGL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement

Completion of Separation of Mobility Global

from S&P Global

On July 1, 2026 (the “Distribution Date”),

at 12:01 a.m. New York City time, the previously-announced separation (the “Separation”) of Mobility Global Inc. (“Mobility

Global”) from S&P Global Inc. (“S&P Global”) became effective. The separation of Mobility Global, which comprises

the business of S&P Global and its subsidiaries with respect to providing analytics, marketing, planning solutions, reports, forecasts

and vehicle history data for the automotive sector, which operated under the S&P Global Mobility division (the “Spin Business”),

was achieved through S&P Global’s distribution (the “Distribution”) of 100% of the shares of Mobility Global common

stock to holders of S&P Global common stock as of the close of business on the record date of June 15, 2026 (the “Record Date”)

after certain restructuring transactions were completed (the “Restructuring Transactions”). S&P Global stockholders of

record received one share of Mobility Global common stock for every share of S&P Global common stock. Following the Distribution,

Mobility Global became an independent, publicly-traded company with its common stock listed under the symbol “MBGL” on the

New York Stock Exchange, and S&P Global retains no ownership interest in Mobility Global.

In connection with the Separation, Mobility Global

entered into several agreements with S&P Global on June 30, 2026 that, among other things, effect the Separation and provide a framework

for its relationship with S&P Global after the Separation, including the following agreements:

●

A Separation and Distribution Agreement;

●

A Tax Matters Agreement;

●

A Transition Services Agreement;

●

An Employee Matters Agreement.

Separation and Distribution Agreement

The

Separation and Distribution Agreement governs the overall terms of the Separation. Generally, the Separation and Distribution Agreement

includes Mobility Global’s and S&P Global’s agreements relating to the restructuring steps

taken to complete the Separation, including the assets and rights transferred, liabilities assumed and related matters.

The

Separation and Distribution Agreement provides for Mobility Global and S&P Global to transfer specified assets between the companies

that will operate the Spin Business after the Distribution, on the one hand, and S&P Global’s remaining businesses, on the other

hand. The Separation and Distribution Agreement requires Mobility Global and S&P Global

to use commercially reasonable efforts (subject to certain exceptions) to obtain consents, approvals and amendments required to assign

the assets and liabilities transferred pursuant to the Separation and Distribution Agreement.

Unless otherwise

provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets were transferred on an “as

is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder required a consent

that was not obtained before the Distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising

thereunder was ineffective, adversely affected the rights of the transferor thereunder, the party retaining any asset that otherwise would

have been transferred shall hold such asset for the use and benefit of the party entitled thereto and retain such liability for the account

of the party by whom such liability is to be assumed, and take such other action (subject to certain exceptions) as may be reasonably

requested by such party in order to place such party, insofar as reasonably possible, in the same position as would have existed had such

asset or liability been transferred prior to the Distribution.

addition, Mobility Global also grants and receives non-exclusive licenses under certain intellectual property in connection with

the Separation and Distribution Agreement, which generally provides S&P Global and Mobility Global rights to continue operating their

respective businesses following the Distribution.

addition, the Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility

and management. Generally, the Separation and Distribution Agreement provides for uncapped cross-indemnities principally designed to place

financial responsibility for the obligations and liabilities of the Spin Business with Mobility

Global and financial responsibility for the obligations and liabilities of S&P Global’s retained businesses with S&P Global.

The Separation and Distribution Agreement establishes the procedures for handling claims subject to indemnification and related matters.

Tax Matters Agreement

In connection with the Separation, S&P Global

and Mobility Global entered into the Tax Matters Agreement, which governs the parties’ respective rights, responsibilities and obligations

with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure

of certain of the Restructuring Transactions, including the Distribution and certain related transactions, to qualify for tax-free treatment

for U.S. federal income tax purposes. The Tax Matters Agreement also sets forth the respective

obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation

on tax matters.

In general, the Tax Matters

Agreement governs the rights and obligations that S&P Global and Mobility Global have after the Separation with respect to taxes for

both pre- and post-closing periods. Under the Tax Matters Agreement, S&P Global is generally responsible for all of Mobility Global’s

pre-closing taxes that are reported on combined tax returns with S&P Global or any of S&P Global’s affiliates and all pre-closing

non-income taxes attributable to the businesses and assets retained by S&P Global. Mobility Global will generally be responsible for

all of Mobility Global’s pre-closing income taxes that are reported on tax returns that include only Mobility Global and/or its

subsidiaries (i.e., “separate tax returns”) and all pre-closing non-income taxes attributable to its business or assets.

In the Tax Matters Agreement,

Mobility Global also agreed to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation.

Mobility Global may take certain actions prohibited by these covenants only if Mobility Global obtains and provides to S&P Global

a ruling from the IRS or an opinion from a tax adviser acceptable to S&P Global in its sole discretion, in each case, to the effect

that such action will not jeopardize the tax-free treatment of these transactions, or if Mobility Global obtains S&P Global’s

prior written consent, in S&P Global’s sole and absolute discretion, waiving such

requirement. Mobility Global will covenant not to take any action, or not to fail to take any action, where such action or failure to

act adversely affects or could reasonably be expected to adversely affect the tax-free treatment of the Separation, for all relevant time

periods. In addition, these covenants will include specific restrictions on Mobility Global’s ability to:

· cause or permit certain business combinations or transactions to occur during the two-year period

following the Distribution Date (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Internal Revenue

Code of 1986, as amended (the “Code”));

· discontinue the active conduct of Mobility Global’s business (within the meaning of Section

355(b)(2) of the Code) during the two-year period following the Distribution Date;

· sell or otherwise issue Mobility Global’s common stock during the two-year period following

the Distribution Date, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations

related to stock issued to employees and retirement plans;

· redeem or otherwise acquire any of Mobility Global’s common stock, other than pursuant

to open-market repurchases of less than 20% of Mobility Global’s common stock (in the aggregate), during the two-year period following

the Distribution Date;

· amend Mobility Global’s certificate of incorporation (or other organizational documents)

or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of Mobility Global’s common

stock, in each case during the two-year period following the Distribution Date; and

· more generally, take any action that could reasonably be expected to cause the Separation or

certain of the Restructuring Transactions undertaken pursuant thereto to fail to qualify as tax-free transactions for U.S. federal income

tax purposes or for non-U.S. tax purposes.

Mobility Global

is generally required to indemnify S&P Global against any and all tax-related liabilities incurred by S&P Global or its subsidiaries

relating to the Separation, including the Distribution and certain related transactions, to the extent caused by any action undertaken

by Mobility Global or in respect of Mobility Global’s shares. The indemnification will apply even if S&P Global has permitted

Mobility Global to take an action that would otherwise have been prohibited under the tax-related covenants described above.

Transition Services Agreement

The Transition Services Agreement (“TSA”)

sets forth the terms on which S&P Global provides to Mobility Global, on a transitional basis, certain services or functions that

the companies historically have shared. The transition services include various services or functions, including information technology,

finance and human resources, generally for a period of up to 18 months following the Distribution. Mobility Global is charged fees for

the transition services that are based on S&P Global’s reasonably apportioned fully-loaded overhead, administrative and supervisory

costs and expenses incurred in connection with the provision of the transition services to Mobility Global. The TSA provides that Mobility

Global may, subject to certain conditions, terminate any or all of the transition services upon prior written notice to S&P Global.

Mobility Global indemnifies S&P Global from liabilities for certain claims, including claims arising from Mobility Global’s

breach of the TSA or from Mobility Global’s gross negligence, willful misconduct or fraud. S&P Global indemnifies Mobility Global

from liabilities for claims arising from S&P Global’s breach of the TSA or from S&P Global’s gross negligence, willful

misconduct or fraud. Subject to certain customary exceptions, each of S&P Global’s and Mobility Global’s maximum aggregate

liability under the TSA are generally limited to the fees actually paid to S&P Global under the agreement.

Employee Matters Agreement

The Employee Matters

Agreement governs each of S&P Global’s and Mobility Global’s respective compensation and benefit obligations

with respect to current and former employees, directors and consultants. The Employee Matters Agreement sets forth general principles

relating to employee matters in connection with the Separation, such as the assignment of employees, the assumption and retention of liabilities

and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee

service credit, the sharing of employee information and duplication or acceleration of benefits.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On the Distribution Date, S&P Global completed

the previously-announced separation of Mobility Global. Effective as of 12:01 a.m. New York City time on the Distribution Date, the common

stock of Mobility Global was distributed, on a pro rata basis, to S&P Global’s stockholders of record as of the close of business

on the Record Date. On the Distribution Date, each of the stockholders of S&P Global received one share of Mobility Global common

stock for every share of S&P Global’s common stock held by such stockholder on the Record Date. Fractional shares of Mobility

Global common stock were not delivered in the Distribution. Any fractional share of Mobility Global common stock otherwise issuable to

a S&P Global stockholder will be sold in the open market on such stockholder’s behalf, and such stockholder will receive a cash

payment for the fractional share based on the stockholder’s pro rata portion of the net cash proceeds from sales of all fractional

shares.

The Separation was completed pursuant to the Separation

and Distribution Agreement. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K and the Separation

and Distribution Agreement attached as Exhibit 2.1 to this Current Report on Form 8-K are incorporated by reference in this Item 2.01.

Item 5.01. Changes in Control of Registrant.

Mobility Global was a wholly-owned subsidiary

of S&P Global immediately prior to the Distribution. On July 1, 2026, S&P Global completed the Distribution of 100% of the outstanding

common stock of Mobility Global to holders of S&P Global common stock on the Record Date. S&P Global holders of record received

one share of Mobility Global common stock for every share of S&P Global common stock. Following completion of the Distribution, Mobility

Global became an independent, publicly-traded company, and S&P Global retains no ownership interest in Mobility Global. The description

of the Separation included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of

Directors

Effective as of 12:01 a.m. New York City time

on July 1, 2026, Christopher Craig and Taptesh (Tasha) K. Matharu (collectively, the “Resigning Directors”) resigned

from the Board of Directors (the “Board”) of Mobility Global. The Resigning Directors’ resignation from the Board

was not due to any disagreement with Mobility Global relating to the operations, practices or policies of Mobility Global.

Appointment of Directors and Officers

Effective

as of 12:01 a.m. New York City time on July 1, 2026, Eric W. Aboaf, William W. Eager, Heather Lavallee, Monique F. Leroux, Mark S. Peek,

Shilpa Ranganathan and Alexander Taussig were appointed as directors of Mobility Global. Joseph R. Hinrichs, who had been appointed

to the Board effective June 25, 2026, was appointed Chair of the Board effective as of 12:01 a.m. New York City time on July 1, 2026 and

continues to serve as a director of Mobility Global following the Distribution.

The section entitled “Management”

in the Information Statement of Mobility Global included as an exhibit to the Registration Statement on Form 10 filed with the Securities

and Exchange Commission on May 27, 2026 (the “Information Statement”) contains the biographical information about and compensation

information for the newly appointed directors. Such information is incorporated by reference in this Item 5.02. There are no arrangements

or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board.

There are no other relationships between the directors named above and Mobility Global that would require disclosure pursuant to Item

404(a) of Regulation S-K.

In connection with their joining the Board, certain

directors of Mobility Global were appointed to the Audit and Nominating and Compensation Committees of the Board (the “Committees”)

effective as of 12:01 a.m. New York City time on July 1, 2026. The current composition of the Committees is as follows:

●

the Audit Committee consists of Joseph R. Hinrichs, Mark S. Peek, Shilpa Ranganathan and Alexander Taussig, with Mark S. Peek serving as the Chair of the Audit Committee; and

●

the Nominating and Compensation Committee consists of Monique F. Leroux, Heather Lavallee and Joseph R. Hinrichs, with Monique F. Leroux serving as Chair of the Nominating and Compensation Committee

Effective as of 12:01 a.m. New York City time

on July 1, 2026, Scott Fredericks was appointed to serve as the President of CARFAX and Joseph S. LaFeir was appointed to serve as the

President of Mobility Business Solutions.

The sections entitled “Management”

and “Compensation Discussion and Analysis” in the Information Statement contain the biographical and compensation information

for the newly appointed officers. Such information is incorporated by reference in this Item 5.02.

Effective as of 12:01 a.m. New York City time

on July 1, 2026, the Board appointed Renato Negro to serve as Chief Accounting Officer of Mobility Global.

Prior to joining Mobility Global, Mr. Negro served

as Chief Accounting Officer of ESAB Corporation from October 2021 to April 2026. Before joining ESAB, Mr. Negro served as Vice President,

Controller and Chief Accounting Officer for Avanos Medical, Inc., from February 2019 to November 2021. Mr. Negro also served as Vice President

and Controller of Halyard Health from September 2014 to April 2018. Before that, Mr. Negro spent 18 years at Kimberly-Clark serving in

various controllership roles, culminating in his position as Chief Financial Officer for the Sub-Saharan Africa region. Mr. Negro holds

a BA in economics from Turin University.

Mr. Negro will receive the following compensation in connection with

his appointment as Chief Accounting Officer: (i) annual base salary of $425,000, (ii) an annual target incentive opportunity of 50% of

base salary (prorated based on the number of days employed with Mobility Global in 2026), (iii) a one-time cash award of $190,000, (iv)

a one-time RSU award with a grant date value of $400,000 (to vest ratably over three years), and (v) he is eligible to participate in

Mobility Global’s 2027 Long-Term Stock Incentive Program at a target value of $300,000, subject to approval by the Nominating &

Compensation Committee of the Board. Mr. Negro has no family relationships with any member of the Board or any executive officer of Mobility

Global and is not a party to any transactions that would be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or

understandings between Mr. Negro and any other person and Mobility Global pursuant to which Mr. Negro was appointed to serve in his role.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year

In connection with the completion of the Separation,

on July 1, 2026, Mobility Global’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective.

A summary of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws is included in the Information Statement

under the heading “Description of Capital Stock,” which is incorporated by reference in this Item 5.03.

The foregoing descriptions of the Amended and

Restated Certificate of Incorporation and Amended and Restated Bylaws are summaries of their material terms and are not complete and are

subject to, and qualified in their entirety by, the complete text of the Amended and Restated Certificate of Incorporation and Amended

and Restated Bylaws, which are filed with this Current Report on Form 8-K as Exhibits 3.1 and 3.2, each of which is incorporated by reference

in this Item 5.03.

Item 8.01. Other Events.

On July 1, 2026, Mobility Global issued a press

release announcing the completion of the Separation. The full text of the press release is filed as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1†+

Separation and Distribution

Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026.

3.1

Amended and Restated Certificate of Incorporation of Mobility Global Inc., adopted as of July 1, 2026.

3.2

Amended and Restated

Bylaws of Mobility Global Inc., adopted as of July 1, 2026.

10.1†+

Transition Services

Agreement between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026.

10.2†+

Tax Matters Agreement

between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026.

10.3†

Employee Matters Agreement

between S&P Global Inc. and Mobility Global Inc., dated June 30, 2026.

99.1

Press release issued by Mobility Global Inc., dated

July 1, 2026, announcing the completion of the Separation.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

† Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any

omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Dated: July 1, 2026

Mobility Global Inc.

By:

/s/ Taptesh (Tasha) K. Matharu

Taptesh (Tasha) K. Matharu

Chief Legal Officer and Corporate Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2619098d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished supplementally to the SEC upon request.

[***] Certain information in this document has been excluded

pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private

or confidential.

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

S&P GLOBAL INC.

and

Mobility

Global Inc.

Dated as of June 30, 2026

TABLE OF CONTENTS

Page

Article 1

Definitions and Interpretation

Section 1.01.

Definitions

Section 1.02.

Interpretation

Article 2

Prior to the Distribution

Section 2.01.

Information Statement; Listing

Section 2.02.

Restructuring and Other Actions prior to the Distribution

Time

Section 2.03.

Transfers of Certain Other Assets and Liabilities

Section 2.04.

Restructuring Agreements

Section 2.05.

Shared Contracts

Section 2.06.

Agreement Relating To Consents Necessary To Transfer

Assets

Section 2.07.

Intercompany Accounts

Section 2.08.

Intercompany Agreements

Section 2.09.

Bank Accounts; Cash Balances

Section 2.10.

Replacement of Guarantees

Section 2.11.

Further Assurances and Consents

Section 2.12.

Waiver of Bulk-Sale and Bulk-Transfer Laws

Article 3

Distribution

Section 3.01.

Conditions Precedent to Distribution

Section 3.02.

The Distribution

Section 3.03.

Fractional Shares

Section 3.04.

NO REPRESENTATIONS OR WARRANTIES

Article 4

Covenants

Section 4.01.

Access to Information

Section 4.02.

Litigation Cooperation

Section 4.03.

Management of Actions

Section 4.04.

Reimbursement

Section 4.05.

Ownership of Information

Section 4.06.

Retention of Records

Section 4.07.

Confidentiality

Section 4.08.

Privileged Information

Section 4.09.

Limitation of Liability

Section 4.10.

Other Agreements Providing for Exchange of Information

Section 4.11.

Insurance Matters

Section 4.12.

Intellectual Property License

Section 4.13.

Trademark Phase Out

Section 4.14.

Personal Information

Section 4.15.

Restrictive Covenants

Section 4.16.

Inducement

Article 5

Release; Indemnification

Section 5.01.

Release of Pre-Distribution Claims

Section 5.02.

SpinCo Indemnification of the SPGI Group

Section 5.03.

SPGI Indemnification of the SpinCo Group

Section 5.04.

Procedures

Section 5.05.

Calculation of Indemnification Amount

Section 5.06.

Contribution

Section 5.07.

Non-Exclusivity of Remedies

Section 5.08.

Survival of Indemnities

Section 5.09.

Ancillary Agreements

Article 6

Miscellaneous

Section 6.01.

Notices

Section 6.02.

Amendments; No Waivers

Section 6.03.

Expenses

Section 6.04.

Successors and Assigns

Section 6.05.

Governing Law

Section 6.06.

Counterparts; Effectiveness; Third-party Beneficiaries

Section 6.07.

Entire Agreement

Section 6.08.

Tax and Employee Matters

Section 6.09.

Dispute Resolution

Section 6.10.

Jurisdiction

Section 6.11.

WAIVER OF JURY TRIAL

Section 6.12.

Termination

Section 6.13.

Severability

Section 6.14.

Survival

Section 6.15.

Captions

Section 6.16.

Interpretation

Section 6.17.

Specific Performance

Section 6.18.

Performance

SCHEDULES

Schedule 1.01(a)

Commercial Agreements

Schedule 1.01(b)

Specified SpinCo IT Assets

Schedule 1.01(c)

Specified SPGI Assets

Schedule 1.01(d)

Specified SPGI Liabilities

Schedule 1.01(e)

Specified SpinCo Trademarks

Schedule 1.01(f)

Specified SpinCo IP

Schedule 1.01(g)

Specified Shared Contracts

Schedule 1.01(h)

Specified SpinCo Contracts

Schedule 1.01(i)

Specified SpinCo Equity Interests

Schedule 1.01(j)

SpinCo Subsidiaries

Schedule 1.01(k)

Specified SpinCo Actions

Schedule 1.01(l)

Specified SpinCo Liabilities

Schedule 1.01(m)

Specified SpinCo Leases

Schedule 2.02(b)(i)

SpinCo Financing Arrangements

Schedule 2.02(b)(ii)

SPGI Cash Distribution

Schedule 2.10

Guarantees

Schedule 4.12(a)

SPGI Licensed IP

Schedule 4.12(b)

SpinCo Licensed IP

Schedule 5.03(b)

SPGI Information

Schedule 6.03

Allocation of Certain Expenses

EXHIBITS

Exhibit A

Employee Matters Agreement

Exhibit B

Tax Matters Agreement

Exhibit C

Transition Services Agreement

Exhibit D

Amended and Restated Certificate of Incorporation

Exhibit E

Amended and Restated Bylaws

ANNEXES

Annex A

Restructuring Plan

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT dated as of June 30, 2026

(as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”)

between S&P Global Inc., a New York corporation (“SPGI”), and Mobility Global Inc., a Delaware corporation (“SpinCo”)

(each, a “Party” and together, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of SPGI (the “SPGI Board”)

has determined that it is in the best interests of SPGI and its shareholders to separate the SpinCo Business from the SPGI Business;

WHEREAS, SpinCo is a wholly owned Subsidiary of SPGI that has been

incorporated for the sole purpose of, and has not engaged in activities except in preparation for, the separation of the SpinCo Business

from the SPGI Business, the Distribution and the transactions contemplated by this Agreement;

WHEREAS, in furtherance of the foregoing, the SPGI Board has determined

that it is in the best interests of SPGI and its shareholders to distribute to the holders of the issued and outstanding shares of common

stock, par value $1.00 per share, of SPGI (the “SPGI Common Stock”) as of the Record Date, by means of a pro rata

dividend, 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo Common

Stock”), on the basis of one share of SpinCo Common Stock for each then issued and outstanding share of SPGI Common Stock, subject

to the terms and conditions set forth in this Agreement (the “Distribution”);

WHEREAS, SPGI and SpinCo have prepared, and SpinCo has filed with the

Commission, the Form 10, which includes the Information Statement, and which sets forth appropriate disclosure concerning the SpinCo

Group, the SpinCo Business and the Distribution;

WHEREAS, the Distribution will be preceded by, among other things,

(i) the Restructuring, pursuant to which, among other things, certain assets, liabilities and equity interests constituting the SpinCo

Business (other than the equity interests of SpinCo then held by SPGI, which will be cancelled, will be contributed, directly or indirectly,

to SpinCo, which will include the contributions or deemed contributions of certain equity interests and other assets directly to SpinCo

pursuant to the Restructuring Plan (such contributions of equity interests and other assets, the “Contribution”), (ii) the

entry by SpinCo into the SpinCo Financing Arrangements, (iii) the payment of the Special Cash Payment, (iv) the entry by SpinCo

and/or members of the SpinCo Group, as applicable, into the Ancillary Agreements (to the extent not entered into in connection with the

Restructuring or the Contribution), and (iv) the issuance of SpinCo to SPGI of 294,821,318 shares of SpinCo Common Stock as partial

consideration for the Contribution;

WHEREAS, for U.S. federal and state income tax purposes, it is intended

that (i) the Contribution and the Distribution, taken together, will qualify as a “reorganization” within the meaning

of Section 368(a)(1)(D) of the Internal Revenue Code of 1986 (the “Code”) and each of SPGI and SpinCo will

be a “party to the reorganization” within the meaning of Section 368(b) of the Code, (ii) the Contribution

will qualify as a tax-free transaction under Sections 361(a) and 361(b) of the Code, (iii) the Distribution will qualify

as a tax-free transaction under Sections 355(a) and 361(c) of the Code, except, in the case of Section 355(a), to the extent

of cash received in lieu of fractional shares, and (iv) the SPGI Cash Distribution will qualify as a distribution to SPGI’s

creditors or shareholders of the cash paid to SPGI in the Special Cash Payment in connection with the reorganization for purposes of Section 361(b) of

the Code and it is a condition to the Distribution that SPGI will have obtained the Tax Opinion to such effect as contemplated by ‎Section 3.01(a)(ix);

WHEREAS, this Agreement, together with the Ancillary Agreements and

other documents implementing the Contribution and the Distribution, is intended to be, and is hereby adopted pursuant to, a “plan

of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g);

WHEREAS, the Parties have determined to set forth the principal actions

required to effect the transactions contemplated hereby and to set forth certain agreements that will govern the relationship between

the Parties following the Distribution; and

WHEREAS, the Parties acknowledge that this Agreement and the Ancillary

Agreements represent the integrated agreement of SPGI and SpinCo relating to the transactions contemplated hereby, are being entered into

together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, the Parties hereby agree as follows:

Article 1

Definitions and Interpretation

Section 1.01.          Definitions.

(a) As used in this Agreement, the following terms have the following meanings:

“Action” means any demand, claim, suit, action,

arbitration, inquiry, investigation or other proceeding by or before any Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” means, with respect to any Person, any

other Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For the purposes of this

definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling”

and “controlled” have meanings correlative to the foregoing. Notwithstanding any provision of this Agreement to the

contrary (except where the relevant provision states explicitly to the contrary), for purposes of this Agreement and the Ancillary Agreements,

(i) no member of the SPGI Group, on the one hand, and no member of the SpinCo Group, on the other hand, shall be deemed to be an

Affiliate of the other and (ii) the term Affiliate with respect to SPGI includes only Affiliates that are entities controlled by

SPGI.

“Ancillary Agreement” means each of the Employee

Matters Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Restructuring Agreements, the Commercial Agreement(s) and

any other agreements, instruments, or certificates related thereto or to the transactions contemplated by this Agreement (in each case,

together with the schedules, exhibits, annexes and other attachments thereto).

“Applicable Law” means, with respect to any Person,

any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation,

order, injunction, judgment, decree, ruling, directive, guidance, instruction, direction, permission, waiver, notice, condition, limitation,

restriction or prohibition or other similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental Authority

that is binding upon or applicable to such Person, its properties or assets or its business or operations.

“Business” means, with respect to the SPGI Group,

the SPGI Business, and, with respect to the SpinCo Group, the SpinCo Business.

“Business Day” means any day, other than Saturday,

Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

“Cash” of any Person means all cash, cash equivalents,

certificates of deposit, time deposits, marketable securities, negotiable instruments and short-term investments of such Person; provided

that Cash shall not include any equity interests of any Person.

“Commercial Agreement(s)” means the Contracts set

forth on Schedule 1.01(a).

“Commercial Data” means any and all data, databases

and data sets owned by SPGI or any of its Subsidiaries.

“Commission” means the Securities and Exchange Commission.

“Confidential Information” means, with respect to

a Group, (i) any information that is competitively sensitive, material or otherwise of value to the members of such Group and not

generally known to the public, including product planning information, marketing strategies, financial information, information regarding

operations, consumer and customer relationships, consumer and customer profiles, sales estimates, business plans and internal performance

results relating to the past, present or future business activities of the members of such Group and the consumers, customers, clients

and suppliers of the members of such Group, (ii) any scientific or technical information, design, invention, process, procedure,

formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords any member of such Group

a competitive advantage over its competitors and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications,

computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets, in the case of each of

clauses (i), (ii) and (iii) of this definition, to the extent related to such Group’s Business; provided that information

described in any of the foregoing clauses (i), (ii) or (iii), may be deemed the Confidential Information of both the SPGI Group and

the SpinCo Group.

“Contract” means any written or oral commitment,

contract, subcontract, agreement, lease, sublease, license, sublicense, understanding, sales order, purchase order, instrument, indenture,

note or any other legally binding commitment or undertaking.

“Distribution Agent” means Computershare Trust Company,

N.A..

“Distribution Date” means July 1, 2026 or a

later date determined by the SPGI Board in its sole discretion.

“Distribution Documents” means this Agreement and

the Ancillary Agreements.

“Distribution Time” means the time at which the

Distribution is effective on the Distribution Date, which shall be deemed to be 12:01 a.m. New York City Time, on the Distribution

Date.

“Employee Matters Agreement” means the Employee

Matters Agreement dated as of the date hereof between SPGI and SpinCo substantially in the form of Exhibit A, as such agreement

may be amended from time to time in accordance with its terms.

“Environmental Law” means any Applicable Law relating

to (i) human or occupational health and safety; (ii) pollution or protection of the environment (including ambient air, indoor

air, water vapor, surface water, groundwater, wetlands, drinking water supply, land surface or subsurface strata, biota and other natural

resources); or (iii) Hazardous Materials including any Applicable Law relating to exposure to, or use, generation, manufacture, processing,

management, treatment, recycling, storage, disposal, emission, discharge, transport, distribution, labeling, presence, possession, handling,

Release or threatened Release of, any Hazardous Material and any Applicable Law relating to recordkeeping, notification, disclosure, registration

and reporting requirements respecting Hazardous Materials.

“Environmental Liabilities” means all Liabilities

(including all removal, remediation, reclamation, cleanup or monitoring costs, investigatory costs, response costs, natural resources

damages, property damages, personal injury damages, costs of compliance with any settlement, judgment or other determination of Liability

and indemnity, contribution or similar obligations and all costs and expenses, interest, fines, penalties or other monetary sanctions

in connection therewith) relating to, arising out of or resulting from any (i) (A) Environmental Law, (B) actual or alleged

generation, use, storage, manufacture, processing, recycling, labeling, handling, possession, management, treatment, transportation, distribution,

emission, discharge or disposal, or arrangement for the transportation or disposal, of any Hazardous Material, or (C) actual or alleged

presence of, Release or threatened Release of, or exposure to, any Hazardous Material (including to the extent relating to the actual

or alleged exposure to Hazardous Material, any claims that arise under, or are covered by, workers’ compensation laws or workers’

compensation, disability or other insurance providing medical care or compensation to injured workers) or (ii) Contract or other

consensual arrangement pursuant to which Liability is assumed or imposed with respect to any of the foregoing, and all costs and expenses,

interest, fines, penalties or other monetary sanctions in connection therewith.

“Equity Compensation Registration Statement” means

the Registration Statement on Form S-8 or such other form or forms as may be appropriate, as amended and supplemented, including

all documents incorporated by reference therein, to effect the registration under the Securities Act of SpinCo Common Stock underlying

certain equity awards granted to current and former officers, employees, directors and consultants of the SPGI Group to be assumed or

replaced by SpinCo pursuant to the Employee Matters Agreement.

“Escheat Payment” means any payment required to

be made to a Governmental Authority pursuant to an abandoned property, escheat or similar law.

“Exchange Act” means the Securities Exchange Act

of 1934.

“Form 10” means the registration statement

on Form 10 filed by SpinCo with the Commission to effect the registration of SpinCo Common Stock pursuant to the Exchange Act in

connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“Governmental Authority” means any multinational,

foreign, federal, state, local or other governmental, statutory or administrative authority, regulatory body or commission or any court,

tribunal or judicial or arbitral authority which has any jurisdiction or control over either Party (or any of their Affiliates).

“Group” means, as the context requires, the SpinCo

Group, the SPGI Group or either or both of them.

“Hazardous Material” means (i) any petroleum

or petroleum products, radioactive materials, toxic mold, radon, asbestos or asbestos-containing materials in any form, lead-based paint,

urea formaldehyde foam insulation, Per- and Polyfluoroalkyl Substances (PFAs) or polychlorinated biphenyls (PCBs); and (ii) any chemicals,

materials, substances, compounds, mixtures, products or byproducts, biological agents, or living or genetically modified materials, pollutants,

contaminants or wastes that are now or hereafter become defined or characterized as or included in the definition of “hazardous

substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted

hazardous wastes,” “special waste,” “toxic substances,” “pollutants,” “contaminants,”

“toxic,” “dangerous,” “corrosive,” “flammable,” “reactive,” “radioactive,”

or words of similar import, under any Applicable Law pertaining to the environment.

“Improvements” means any and all improvements, enhancements,

modifications or derivative works.

“Indebtedness” of any Person means (i) indebtedness

of such Person for borrowed money, (ii) indebtedness of such Person evidenced by notes, debentures, bonds or other similar instruments,

(iii) indebtedness of such Person evidenced by letters of credit, banker’s acceptances, bank guarantees, performance and surety

bonds or similar credit instruments, (iv) all capitalized lease obligations, and (v) the obligations of such Person for the

deferred purchase price of businesses, properties, securities, goods or services (including any “earn-outs”).

“Indemnitees” means, as the context requires, the

SPGI Indemnitees or the SpinCo Indemnitees.

“Information Statement” means the Information Statement

to be sent to each holder of SPGI Common Stock in connection with the Distribution.

“Intellectual Property Right” means all intellectual

property, industrial property, and proprietary rights worldwide, whether registered or unregistered, including rights in and to any Trademark,

mask work, invention and invention disclosures (whether or not patentable), patent, copyright, work of authorship, design rights, trade

secret and know-how (such as formulas, manufacturing or production processes and techniques, methods, schematics, technical data and designs,

customer and supplier lists, financial and marketing plans, pricing and cost information) or rights in software, data, databases, and

any other similar or other type of proprietary or intellectual property right worldwide, including any registrations or applications for

registration of any of the foregoing, any provisionals, divisionals, continuations, continuations-in-part, renewals, reissuances, re-examinations,

substitutions and extensions of any of the foregoing (as applicable), any right to sue or recover or retain damages and costs and attorneys’

fees for the past, present or future infringement, misappropriation or other violation of any of the foregoing and any right to claim

priority with respect to the foregoing.

“IT Assets” means information technology equipment

and hardware, including desktop computers, desktop phones, printers, servers, workstations, routers, hubs, switches, data communications

lines, personal laptops, personal mobile devices, cellular phones, tablets and end-user special use technology and all associated documentation

owned, used, licensed or leased by SPGI or any of its Subsidiaries (excluding any public networks). For clarity, “IT Assets”

do not include software or any Commercial Data.

“Liabilities” means any and all claims, debts, liabilities,

damages and obligations (including any Escheat Payment) of any kind, character or description, whether absolute or contingent, matured

or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses

(including attorneys’ fees and expenses and associated investigation costs) relating thereto, and including those claims, debts,

liabilities, damages and obligations arising under this Agreement, any Applicable Law, any Action or threatened Action, any order or consent

decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any Contract, including in connection

with the enforcement of rights hereunder or thereunder.

“NYSE” means the New York Stock Exchange.

“Permit” means any license, permit, approval, consent,

certification, franchise, registration or authorization which has been issued by or obtained from any Governmental Authority.

“Person” means an individual, corporation, partnership,

limited liability company, joint venture, association, trust or other entity or organization, including a Governmental Authority or instrumentality

thereof.

“Personal Information” means “personal information,”

“personally identifiable information,” “personal data” or any term of similar intent, in each case as defined

under Applicable Law pertaining to data privacy, data protection, cybersecurity or the processing of such information or data.

“Personal Property” means all tangible personal

property, including furniture, equipment, merchandise and supplies, and excluding IT Assets, vehicles, books, records, files, papers,

media, disks, drives and tapes.

“Record Date” means the close of business on June 15,

2026.

“Release” means any release, spill, emission, leaking,

dumping, pumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into, onto, within or through the

indoor or outdoor environment (including ambient air, surface water, groundwater, land surface or subsurface strata, soil and sediments)

or into, through, or within any property, building, structure, fixture or equipment.

“Restructuring” means the reorganization of certain

businesses, assets and liabilities of the SPGI Group and the SpinCo Group to be completed before the Distribution in accordance with the

Restructuring Plan.

“Restructuring Plan” means that certain Project

Metropolis Global Macro Step Plan, attached hereto as Annex A.

“Securities Act” means the Securities Act of 1933.

“Special Cash Payment” means a cash payment from

SpinCo in an amount of $1,973,691,500, payable to SPGI prior to the Distribution as partial consideration for the Contribution.

“Specified SpinCo IT Assets” means the IT Assets

set forth on Schedule 1.01(b).

“SPGI Assets” means all assets, properties and businesses,

of whatever sort, nature or description, of SPGI or any of its Subsidiaries (including any member of the SpinCo Group), or that are used

or held for use in the SPGI Business, other than the SpinCo Assets, including, for the avoidance of doubt:

(a)            all

of the interests in any capital stock or other equity securities or interest of or in any Person, other than the SpinCo Equity Interests;

(b)            except

as set forth in clause (c) of the definition of “SpinCo Assets,” all Cash of SPGI and its Subsidiaries as of the Distribution

Time;

leases of, and other interest in, real property, in each case together with all buildings, fixtures and improvements erected thereon,

other than the SpinCo Leased Real Property;

(d)            the

SPGI Insurance Policies;

(e)            the

SPGI Records;

(f)             the

SPGI Commercial Data;

(g)            all

rights of SPGI or any of its Subsidiaries arising under this Agreement or any of the Ancillary Agreements or any of the transactions contemplated

hereby or thereby;

(h)            the

Intellectual Property Rights owned by SPGI or any of its Subsidiaries that are not included in the SpinCo IP, including all SPGI Marks;

(i)             all

Personal Property (excluding IT Assets) located on any real property not included in the SpinCo Assets;

(j)             all

IT Assets (other than SpinCo IT Assets);

(k)            all

accounts receivable other than those described in clause (g) of the definition of “SpinCo Assets”;

(l)             all

recovery, rights, causes of action and awards, in each case, with respect to any Actions that are or relate to SPGI Liabilities;

(m)           all

of SPGI’s and its Subsidiaries’ right, title and interest in, to and under Contracts other than the SpinCo Contracts;

(n)            all

of SPGI’s and its Subsidiaries’ Permits, except as set forth in clause (k)(ii) of the definition of “SpinCo Assets”;

and

(o)            the

assets, properties and businesses set forth on Schedule 1.01(c);

provided

that, notwithstanding the foregoing, (i) the allocation of assets relating to Taxes shall be governed by the Tax Matters Agreement

and, to the extent relating to Taxes, the Employee Matters Agreement and (ii) the allocation of Liabilities relating to the employment,

employee benefits and employee compensation matters expressly covered by the Employee Matters Agreement shall be governed by the Employee

Matters Agreement.

“SPGI Business” means all of the businesses conducted

by SPGI and its Subsidiaries from time to time, whether before, on or after the Distribution, other than the SpinCo Business. For the

avoidance of doubt, the SpinCo Assets will not be considered part of the SPGI Business.

“SPGI Commercial Data” means any and all Commercial

Data used or held for use by SPGI or any of its Subsidiaries that is not included in the SpinCo Commercial Data.

“SPGI Group” means SPGI and its Subsidiaries (other

than any member of the SpinCo Group).

“SPGI Liabilities” means (without duplication) all

of the following:

(a)            all

Liabilities of SPGI and its Subsidiaries that are not SpinCo Liabilities and all such other Liabilities set forth on Schedule 1.01(d);

and

(b)            all

Liabilities that are expressly contemplated by this Agreement or any other Ancillary Agreement as Liabilities to be retained or assumed

by SPGI or any other member of the SPGI Group, and all agreements, obligations and other Liabilities of SPGI or any member of the SPGI

Group under this Agreement or any of the other Ancillary Agreements;

provided that, notwithstanding the foregoing, (i) the allocation

of Liabilities relating to Taxes shall be governed by the Tax Matters Agreement and, to the extent relating to Taxes, the Employee Matters

Agreement, and (ii) the allocation of Liabilities relating to the employment, employee benefits and employee compensation matters

expressly covered by the Employee Matters Agreement shall be governed by the Employee Matters Agreement.

“SPGI Marks” means any and all Trademarks and other

source or business identifiers incorporating any Trademark owned by SPGI and its Subsidiaries that are not included in the SpinCo Trademarks,

along with any variations or derivatives thereof.

“SPGI Records” means all books, records, files and

papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby, all

books, records, files and papers of the SpinCo Business to the extent required to be retained by SPGI or any of its Subsidiaries under

Applicable Law, and all minute books and corporate records of SPGI and its Subsidiaries.

“SpinCo Assets” means, except as expressly otherwise

contemplated in this Agreement or any Ancillary Agreement, the following assets of SPGI and its Subsidiaries:

(a)            all

of SPGI’s and its Subsidiaries’ right, title and interest in, to and under the SpinCo Equity Interests (other than the equity

interests of SpinCo);

(b)            Cash

of each member of the SpinCo Group as of the Distribution Time;

Trademarks owned by SPGI or any of its Subsidiaries and used or held for use, in each case, exclusively in the conduct of the SpinCo Business

by SPGI and its Subsidiaries as the same shall exist on the Distribution Date and (ii) the Trademarks set forth on Schedule 1.01(e),

in each case, together with all corresponding rights that may be secured throughout the world with respect to any of the foregoing and

any variations or derivatives thereof (clauses (i) and (ii) collectively, the “SpinCo Trademarks”);

(d)            (i) all

Intellectual Property Rights (excluding all (A) Trademarks and (B) Commercial Data) that are owned by SPGI and its Subsidiaries

and used or held for use, in each case, exclusively in the conduct of the SpinCo Business by SPGI and its Subsidiaries as the same shall

exist on the Distribution Date and (ii) the Intellectual Property Rights set forth on Schedule 1.01(f), in each case, together with

all corresponding rights that may be secured throughout the world with respect to any of the foregoing;

(e)            all

of SPGI’s and its Subsidiaries’ right, title and interest in and to the SpinCo Commercial Data;

(f)             all

of SPGI’s and its Subsidiaries’ rights to any recovery, rights, causes of action and awards, in each case, with respect to

the Actions set forth on Schedule 1.01(k);

(g)            accounts

receivable of each member of the SpinCo Group to the extent generated by a SpinCo Asset for the SpinCo Business;

(h)            all

of SPGI’s and its Subsidiaries’ right, title and interest in, to and under the SpinCo Contracts;

(i)             (i) all

IT Assets located in any SpinCo Leased Real Property and (ii) the Specified SpinCo IT Assets (collectively, the “SpinCo

IT Assets”);

(j)             all

of SPGI’s and its Subsidiaries’ right, title and interest in, to and under all Personal Property located in any SpinCo Leased

Real Property; and

(k)            all

right, title and interest of SPGI and its Subsidiaries in, to and under the following assets, properties, rights and businesses (other

than any equity interests in any Person, Intellectual Property Rights, Commercial Data, Cash, Contracts, IT Assets, Actions,

and accounts receivable) of SPGI and its Subsidiaries to the extent owned, held or used, in each case, exclusively in the conduct of the

SpinCo Business by SPGI and its Subsidiaries as the same shall exist on the Distribution Date:

(i)             all

prepaid expenses, including ad valorem taxes, leases and rentals;

(ii)            all

transferable Permits;

(iii)           all

books, records, files and papers, including Personal Information, other than the SPGI Records; and

(iv)           all

rights under warranties, indemnitees, guarantees, refunds and similar rights of SPGI and its Subsidiaries against Third Parties;

provided that, notwithstanding the foregoing, (i) the allocation

of assets relating to Taxes shall be governed by the Tax Matters Agreement (other than the allocation of prepaid ad valorem Taxes, which

shall be governed by clause (k)(i) above) and, to the extent relating to Taxes, the Employee Matters Agreement and (ii) the

allocation of assets relating to the employment, employee benefits and employee compensation matters expressly covered by the Employee

Matters Agreement shall be governed by the Employee Matters Agreement.

For the avoidance of doubt, the failure of any

asset to satisfy an “exclusively used” standard shall not, in and of itself, preclude such asset from constituting a SpinCo

Asset if such asset is reasonably necessary for the operation of the SpinCo Business and is otherwise expressly included in the definition

of “SpinCo Assets”.

“SpinCo Business” means the business of SPGI and

its Subsidiaries with respect to providing analytics, marketing, planning solutions, reports, forecasts and vehicle history data for the

automotive sector, currently operating under SPGI’s Global Mobility division as described in SPGI’s annual report on Form 10-K

for the fiscal year ended December 31, 2025and through its core brands, including but not limited to, Carfax, automotiveMastermind,

Market Scan and Polk.

“SpinCo Commercial Data” means any and all Commercial

Data used or held for use, in each case, exclusively in the conduct of the SpinCo Business by SPGI and its Subsidiaries as the same shall

exist on the Distribution Date.

“SpinCo Contracts” means (i) the Contracts

used or held for use, in each case, exclusively in the conduct of the SpinCo Business by SPGI and its Subsidiaries as the same shall exist

on the Distribution Date, including any credit agreement, indenture, note or other financing agreement or instrument entered into by SpinCo

or any member of the SpinCo Group in connection with the transactions contemplated by this Agreement, including any SpinCo Financing Arrangements;

(ii) all leases, subleases, licenses, sublicenses and other occupancy Contracts governing the SpinCo Leased Real Property; (iii) the

right, title and interest in, to and under the portion of those Contracts to be assigned to SpinCo in accordance with ‎Section 2.05,

which Contracts are set forth on Schedule 1.01(g) (such Contracts, the “Shared Contracts”); and (iv) the

Contracts set forth on Schedule 1.01(h).

“SpinCo Equity Interests” means (i) the equity

interests of each member of the SpinCo Group and (ii) the equity interests of the entities set forth on Schedule 1.01(i).

“SpinCo Group” means SpinCo and the entities set

forth on Schedule 1.01(j), which entities shall be Subsidiaries of SpinCo after giving effect to the Contribution.

“SpinCo IP” means all Intellectual Property Rights

owned by SPGI and its Subsidiaries and included in the SpinCo Assets.

“SpinCo IT Assets” has the meaning set forth in

the definition of “SpinCo Assets.”

“SpinCo Liabilities” means, whether incurred, accruing

or arising on, prior to or after the Distribution, (i) all Liabilities (including Environmental Liabilities) to the extent arising

out of the SpinCo Assets or to the extent relating to or to the extent arising out of the conduct of the SpinCo Business, as currently

or formerly operated (including as conducted or operated by any predecessor of any member of the SPGI Group or the SpinCo Group), and

(ii) the following Liabilities:

(a)            all

Indebtedness of each member of the SpinCo Group;

(b)            all

Liabilities relating to, arising out of or in connection with or resulting from the SpinCo Financing Arrangements;

Liabilities of SPGI and its Subsidiaries arising under the SpinCo Contracts;

(d)            all

Liabilities relating to any products or services provided or sold by the SpinCo Business;

(e)            the

Actions set forth on Schedule 1.01(k);

(f)             all

Liabilities that are expressly contemplated by this Agreement or any other Ancillary Agreement as Liabilities to be retained or assumed

by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and other Liabilities of SpinCo or any member of the

SpinCo Group under this Agreement or any of the other Ancillary Agreements; and

(g)            all

Liabilities set forth on Schedule 1.01(l);

provided that, notwithstanding the foregoing, (i) the allocation

of Liabilities relating to Taxes shall be governed by the Tax Matters Agreement and, to the extent relating to Taxes, the Employee Matters

Agreement, and (ii) the allocation of Liabilities relating to the employment, employee benefits and employee compensation matters

expressly covered by the Employee Matters Agreement shall be governed by the Employee Matters Agreement.

“SpinCo Leased Real Property” means the real property

leases set forth on Schedule 1.01(m).

“SpinCo Trademarks” has the meaning set forth in

the definition of “SpinCo Assets.”

“Subsidiary” means, with respect to any Person,

any other entity of which, through securities or other ownership interests, Contract or otherwise, such Person has, directly or indirectly,

(i) a majority of the voting power of such other entity, (ii) the power to appoint or elect a majority of the board of directors

or other similar governing body of such other entity, or (iii) the power to serve as or appoint the sole managing member, sole managing

partner, sole trustee or person performing similar functions of such other entity.

“Tax” or “Taxes” has the meaning

set forth in the Tax Matters Agreement.

“Tax Benefit” has the meaning set forth in the Tax

Matters Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement

dated as of the date hereof between SPGI and SpinCo substantially in the form of Exhibit B, as such agreement may be amended

from time to time in accordance with its terms.

“Tax Opinion” has the meaning set forth in the Tax

Matters Agreement.

“Third Party” means any Person that is not a member

or an Affiliate of the SpinCo Group or the SPGI Group.

“Trademark” means trademarks, service marks, trade

names, service names, domain names, social media identifiers and accounts, trade dress, logos, slogans and other identifiers of source,

including all goodwill associated therewith, and all common law rights, and registrations and applications for registration thereof, all

rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.

“Transition Services Agreement” means the Transition

Services Agreement dated as of the date hereof between SPGI and SpinCo substantially in the form of Exhibit C, as such agreement

may be amended from time to time in accordance with its terms.

(l)             Each

of the following terms is defined in the Section set forth opposite such term:

Term

Section

Agreement

Preamble

Amended and Restated Bylaws

‎2.02(c)

Amended and Restated Certificate of Incorporation

‎2.02(c)

Claim

‎5.04(a)

Code

Recitals

Contribution

Recitals

Disposing Party

‎4.06

Dispute

‎6.09(a)

Disputing Parties

‎6.09(b)

Dispute Notice

‎6.09(b)

Distribution

Recitals

Guarantee

‎2.10

Indemnified Party

‎5.04(a)

Indemnifying Party

‎5.04(a)

Intercompany Accounts

‎2.07

Mediation Notice

‎6.09(b)

Mediation Period

‎6.09(c)

Parties

Preamble

Term

Section

Party

Preamble

Pre-Closing SpinCo Claim

‎4.11(b)

Prior Company Counsel

‎4.08(e)

Privileged Information

‎4.08(a)

Privileges

‎4.08(a)

Receiving Party

‎4.06

Released Parties

‎5.01(a)(ii)

Representatives

‎4.07

Restructuring Agreements

‎2.04

Segregated Account

‎2.02(b)

SPGI

Preamble

SPGI Cash Distribution

‎2.02(b)

SPGI Common Stock

Recitals

SPGI Designee

‎2.03(a)

SPGI Indemnitees

‎5.02(a)

SPGI Insurance Policies

‎4.11

SPGI Licensed IP

4.12(a)

SpinCo

Preamble

SpinCo Common Stock

Recitals

SpinCo Designee

‎2.03(a)

SpinCo Financing Arrangements

‎2.02(b)

SpinCo Financing Transactions

‎2.02(b)

SpinCo Indemnitees

‎5.03(a)

SpinCo Insurance Policies

‎4.11

SpinCo Licensed IP

4.12(b)

SpinCo IT Assets

‎1.01(a)

Third Party Claim

‎5.04(b)

Wrong Pocket Item

‎2.03(c)

Section 1.02.          Interpretation.

In this Agreement, unless the context clearly indicates otherwise:

(a)            words

used in the singular include the plural and words used in the plural include the singular;

(b)            references

to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted

by this Agreement;

as otherwise clearly indicated, reference to any gender includes the other gender;

(d)            the

words “include,” “includes” and “including” shall be deemed to be followed by the words “without

limitation”;

(e)            reference

to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this

Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or

definition;

(f)             the

words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed

references to this Agreement as a whole and not to any particular Section or other provision hereof;

(g)            reference

to any Contract or other document means such Contract or other document as amended, supplemented and modified from time to time to the

extent permitted by the provisions thereof and by this Agreement;

(h)            reference

to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended,

modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i)             relative

to the determination of any period of time, “from” means “from and including,” “to” means “to

and including” and “through” means “through and including”;

(j)             the

titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall

not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(k)            unless

otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States;

(l)             any

capitalized term used in an Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement;

and

(m)           the

word “or” means “and/or” unless the context requires otherwise.

Article 2

Prior to the Distribution

Section 2.01.          Information

Statement; Listing. Prior to the Distribution, SPGI shall mail (or shall have mailed) the Information Statement to the holders of

SPGI Common Stock as of the Record Date. At or prior to the Distribution, SPGI and SpinCo shall take (or shall have taken), all such actions

as may be necessary or appropriate under the securities laws or blue sky laws of states or other political subdivisions of the United

States and shall use commercially reasonable efforts to comply with all applicable foreign securities laws, in connection with the transactions

contemplated by this Agreement and the Ancillary Agreements. Prior to the Distribution, SpinCo shall prepare, file and pursue (or shall

have prepared, filed and pursued) an application to permit listing of the SpinCo Common Stock on the NYSE and shall give the NYSE advance

notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

Section 2.02.          Restructuring

and Other Actions prior to the Distribution.

(a)            Restructuring.

The Restructuring shall have been consummated on or prior to the Distribution.

(b)            SpinCo

Financing Arrangements and Payments. Prior to the Distribution, (x) SpinCo shall enter into the financing arrangements

and agreements (the “SpinCo Financing Arrangements”) described in Schedule 2.02(b)(i) and (y) SpinCo shall

pay to SPGI the Special Cash Payment as partial consideration for the Contribution (the transactions described in clauses (x) and

(y), the “SpinCo Financing Transactions”). SpinCo agrees to take all necessary actions to ensure the full release and

discharge of SPGI and the other members of the SpinCo Group from all obligations pursuant to the SpinCo Financing Arrangements as of no

later than the Distribution. SPGI will maintain the funds received from the Special Cash Payment in a segregated bank deposit account

(a “Segregated Account”) and will take into account for Tax purposes all items of income, gain, deduction or loss associated

with the funds while maintained in the Segregated Account. Within twelve (12) months following the Distribution, SPGI will distribute

the cash held in the Segregated Account to (i) SPGI’s creditors in retirement of outstanding SPGI indebtedness as identified

on Schedule 2.02(b)(ii) or (ii) SPGI’s shareholders in repurchase of, or as a distribution with respect to, shares of

SPGI common stock as identified on Schedule 2.02(b)(ii) (together, the “SPGI Cash Distribution”).

and Restated Certificate of Incorporation and Amended and Restated Bylaws. At or prior to the Distribution, (i) SPGI and

SpinCo shall each take (or shall have taken) all necessary action that may be required to provide for the adoption by SpinCo of an amended

and restated certificate of incorporation of SpinCo, substantially in the form of Exhibit D (the “Amended and Restated

Certificate of Incorporation”), and amended and restated bylaws of SpinCo, substantially in the form of Exhibit E

(the “Amended and Restated Bylaws”), and (ii) SpinCo shall file (or shall have filed) the Amended and Restated

Certificate of Incorporation of SpinCo with the Secretary of State of the State of Delaware.

(d)            The

Distribution Agent. At or prior to the Distribution, SPGI shall enter (or shall have entered) into a distribution agent agreement

with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(e)            Directors

and Officers. SPGI and SpinCo shall take all necessary actions so that as of the Distribution: (i) the directors and executive

officers of SpinCo shall be those set forth in the Information Statement made available to the holders of SPGI Common Stock as of the

Record Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause ‎(i) shall have resigned

from his or her position, if any, as a member of the SPGI Board or as an executive officer of SPGI; and (iii) SpinCo shall have such

other officers as SpinCo shall appoint.

(f)             Satisfying

Conditions to the Distribution. SPGI and SpinCo shall cooperate (or shall have cooperated) to cause the conditions to

the Distribution set forth in ‎Section 3.01 to be satisfied and to effect the Distribution at the Distribution Time upon such

satisfaction (or waiver by SPGI).

Section 2.03.          Transfers

of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent

not previously effected pursuant to ‎Section 2.02(a), effective as of immediately prior to the Distribution Time:

(a)            SPGI

hereby agrees to, and to cause the relevant member of the SPGI Group to, assign, contribute, convey, transfer and deliver (or shall have

assigned, contributed, conveyed, transferred and delivered) to SpinCo or any member of the SpinCo Group as of the Distribution Time designated

by SpinCo (a “SpinCo Designee”) all of the right, title and interest of SPGI or such member of the SPGI Group in and

to all of the SpinCo Assets, if any, held by any member of the SPGI Group, and SPGI and SpinCo hereby agree to, and to cause the relevant

member of the SpinCo Group, to, assign, contribute, convey, transfer and deliver to SPGI or any member of the SPGI Group as of the Distribution

Time designated by SPGI (a “SPGI Designee”) all of the right, title and interest of SpinCo or such member of the SpinCo

Group in and to all of the SPGI Assets, if any, held by any member of the SpinCo Group; and

(b)            SPGI

hereby agrees to, and to cause the relevant member of the SPGI Group to, assign, contribute, convey, transfer, novate, and deliver (or

shall have assigned, contributed, conveyed, transferred, novated and delivered) to SpinCo or a SpinCo designee, and SpinCo, on behalf

of itself or such SpinCo Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the SpinCo Liabilities,

and SpinCo hereby agrees to, and to cause the relevant member of the SpinCo Group to, assign, contribute, convey, transfer, novate and

deliver (or shall have assigned, contributed, conveyed, transferred, novated and delivered) to SPGI or an SPGI designee, and SPGI, on

behalf of itself or such SPGI Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the SPGI Liabilities.

to ‎Section 2.04 and ‎Section 2.06, following the Distribution, to the extent that any asset or Liability of a Group

required to be assigned, contributed, conveyed, transferred, delivered or novated to a member of the other Group, or held, retained, or

assumed by a member of the other Group, as applicable, pursuant to the Restructuring Plan or this ‎Section 2.03 was not so assigned,

contributed, conveyed, transferred, delivered, novated, held, retained, or assumed for any reason whatsoever, including as a result of

the Parties failing to properly identify such asset or Liability as an asset or Liability that was required to be assigned, contributed,

conveyed, transferred, delivered, novated or assumed pursuant to the Restructuring Plan or this ‎Section 2.03 (such asset or

Liability, a “Wrong Pocket Item”), then (i) the Party discovering the existence of such Wrong Pocket Item shall,

or shall cause its applicable Affiliates to, promptly notify the other Party of the existence of such Wrong Pocket Item and (ii) the

Parties shall cause such Wrong Pocket Item to be assigned, contributed, conveyed, transferred, delivered, novated or assumed, as applicable,

to or by the applicable Party (or a member of the applicable Party’s Group) for no additional consideration in accordance with the

Restructuring Plan or ‎Section 2.03, as applicable, as if such Wrong Pocket Item had been discovered prior to the Distribution;

provided that, with respect to any Commercial Data or Personal Information that is assigned, contributed, conveyed, transferred

or delivered by a member of the SpinCo Group to a member of the SPGI Group, or by a member of the SPGI Group to a member of the SpinCo

Group, in each case pursuant to this ‎Section 2.03(c), such member of the SpinCo Group or SPGI Group (as applicable) in possession

or control of such Commercial Data or Personal Information shall, or shall cause its applicable Affiliates to, following the assignment,

contribution, conveyance, transfer or delivery of such Commercial Data or Personal Information pursuant to this ‎Section 2.03(c),

immediately delete such Commercial Data or Personal Information from its systems and provide written confirmation of such deletion. For

the avoidance of doubt, if a Wrong Pocket Item is identified pursuant to this Section 2.03(c), the failure of such Wrong Pocket Item

to have been transferred at or prior to the Distribution Time in accordance with this Agreement shall not be deemed to constitute a breach

of this Agreement or any Ancillary Agreement by either Party. The existence of any Wrong Pocket Item pursuant to this ‎Section 2.03(c) shall

not alter or affect the allocation of Liabilities between the Parties or the indemnification obligations of the Parties as otherwise provided

under this Agreement.

Section 2.04.          Restructuring

Agreements. The transfers of the various entities contemplated by the Contribution and the contribution, assignment, transfer, conveyance

and delivery of the SpinCo Assets and SPGI Assets, and the acceptance and assumption of the SpinCo Liabilities and SPGI Liabilities, contemplated

by ‎Section 2.03 and the Restructuring Plan, will be effected, in certain cases, pursuant to one or more asset transfer agreements,

share transfer agreements, business transfer agreements, certificates of demerger and merger, deeds, bills of sale, endorsements, assignments

and other agreements and instruments as reasonably necessary or appropriate by SPGI to vest in the applicable Party or members of its

Group such assets and for the applicable Party or members of its Group to assume such Liabilities (the “Restructuring Agreements”);

provided that, in each case, it is intended that the Restructuring Agreements shall serve purely to effect (a) the legal transfer

of the SpinCo Assets or SPGI Assets to the SpinCo Group or the SPGI Group, as applicable, in accordance with the Contribution or the Restructuring

Plan or as contemplated pursuant to ‎Section 2.03 and (b) the acceptance and assumption of the SpinCo Liabilities or the

SPGI Liabilities by a member of the SpinCo Group or the SPGI Group, as applicable, in each case, in accordance with the Contribution or

the Restructuring Plan or as contemplated pursuant to ‎Section 2.03. Each Party shall, and shall cause the other relevant members

of its Group to, execute and deliver all such Restructuring Agreements. Notwithstanding anything in any Restructuring Agreement to the

contrary, neither SPGI nor any member of the SPGI Group, on the one hand, nor SpinCo nor any member of the SpinCo Group, on the other

hand, shall commence, bring or otherwise initiate any Action under any Restructuring Agreement challenging the legal sufficiency of such

Restructuring Agreement.

Section 2.05.          Shared

Contracts. (a) Each Shared Contract shall be assigned, contributed, conveyed, transferred and delivered only with respect to

(and preserving the meaning of) those parts that relate to the SpinCo Business, to a member of the SpinCo Group, if so assignable, conveyable

or transferrable, or appropriately amended (including by entering into a new Contract) prior to, on or after the Distribution Date, so

that a member of the SpinCo Group shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the

SpinCo Business and shall assume the related Liabilities with respect to such Shared Contract, as contemplated by ‎Section 2.03;

provided that (i) in no event shall any Person be required to assign, contribute, convey, transfer or deliver (or so amend),

either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the consent or approval

of any other Person and (ii) if any Shared Contract cannot be so partially assigned or amended without such consent or approval,

then, for a period not to exceed eighteen (18) months following the Distribution Time (or if earlier, the time the applicable consent

or approval is obtained), SPGI will use commercially reasonable efforts to cooperate with SpinCo to establish an agency type or other

similar arrangement (including through the Transition Services Agreement or a Commercial Agreement) reasonably satisfactory to SPGI and

SpinCo and which does not require any such consent or approval, including by using commercially reasonable efforts during such period

to split, novate, amend or duplicate such Shared Contract, intended to both (A) provide a member of the SpinCo Group, to the fullest

extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the SpinCo Business and (B) cause

such member of the SpinCo Group to bear the related Liabilities thereunder from and after the Distribution Time in accordance with this

Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement) and in furtherance of the foregoing, SpinCo

shall, or shall cause another member of the SpinCo Group to, promptly pay, perform or discharge when due any such Liability arising after

the Distribution Time, which shall constitute SpinCo Liabilities for purposes of this Agreement; provided further that following the expiration

of such eighteen (18)-month period, SpinCo shall no longer be required to rely on SPGI or any member of the SPGI Group as agent under

(and no member of the SPGI Group shall have any obligation to any member of the SpinCo Group with respect to) any Shared Contract, and

the failure to obtain any required consent or approval shall not extend any indemnity or reimbursement obligations under this Section 2.05

beyond such period (for the avoidance of doubt, without limiting any obligations relating to Liabilities incurred prior to the expiration

of such period). Nothing in this ‎Section 2.05 shall require either Party or any member of the SPGI Group or the SpinCo Group

to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction

contemplated by this ‎Section 2.05. For the avoidance of doubt, the failure to obtain any consent, approval or novation

with respect to any Shared Contract, or the use of any interim or agency arrangement contemplated by this Section 2.05, shall not,

in and of itself, alter, expand or re-characterize the allocation of Liabilities between the Parties as otherwise expressly provided under

this Agreement.

(b)            For

so long as any member of the SPGI Group is party to any Shared Contract and provides any member of the SpinCo Group any claims, rights

and benefits of any such Shared Contract pursuant to an arrangement described in ‎Section 2.05(a), such member of the SpinCo

Group shall indemnify the SPGI Indemnitees against and shall hold each of them harmless from any and all Liabilities incurred or suffered

by any of the SPGI Indemnitees to the extent arising out of or resulting from such arrangement, including SpinCo’s use of, or failure

to perform under, such Shared Contract (to the extent such Liabilities relate to the SpinCo Business), but excluding any Liabilities arising

from the gross negligence or bad faith of SPGI or any member of the SPGI Group. Without limiting the generality of the foregoing, following

the Distribution, to the extent a SPGI Indemnitee incurs costs or expenses in connection with, or as a result of, any third-party audit

of the SpinCo Business for periods prior to the Distribution pursuant to a Shared Contract, SpinCo shall, upon prior written notice by

SPGI, promptly reimburse such SPGI Indemnitee for such costs and expenses, to the extent reasonable and documented, based on the portion

of such Contract attributable to the SpinCo Business relative to the SPGI Business, as reasonably determined by SPGI in consultation with

SpinCo. Nothing in this Section 2.05 (or any interim arrangement contemplated hereby) is intended to require any member of either

Group to retain any joint or several Liability with respect to a Shared Contract following the Distribution, to the extent such Liability

has been allocated to the other Group pursuant to this Agreement, or to confer any rights or remedies upon any Third Party as a third-party

beneficiary.

Section 2.06.          Agreement

Relating To Consents Necessary To Transfer Assets. Notwithstanding any provision of this Agreement to the contrary, this Agreement

shall not constitute an agreement to assign, contribute, convey, transfer or deliver any asset (including any Contract or Permit) or any

claim or right or any benefit arising thereunder or resulting therefrom, if such assignment, contribution, conveyance, transfer or delivery

without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which,

with the giving of notice or lapse of time, or both, would become a default), under any such asset, would otherwise adversely affect the

rights of a member of the SPGI Group or the SpinCo Group thereunder or would violate any Applicable Law. SPGI and SpinCo will, and will

cause the other members of their respective Groups to, use their respective commercially reasonable efforts to obtain the consent of any

Third Party (including any Governmental Authority), if any, required in connection with the assignment, contribution, conveyance, transfer

or delivery pursuant to ‎Section 2.03 of any such asset or any such claim or right or benefit arising thereunder; provided

that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain

any such consent. If and when such consent is obtained, such transfer, assignment and assumption shall be effected in accordance with

the terms of this Agreement and the applicable Ancillary Agreement. During the period in which any transfer, assignment or assumption

is delayed pursuant to this ‎Section 2.06 as a result of the absence of a required consent, the Party (or relevant member in

its Group) retaining such asset, claim or right shall thereafter hold (or shall cause such member in its Group to hold) such asset, claim

or right for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled

thereto). In addition, the Party retaining such asset, claim or right (or relevant member of its Group) shall (or shall cause such member

in its Group to), insofar as reasonably possible and to the extent permitted by Applicable Law, use commercially reasonable efforts to

take such actions as may be reasonably requested by the Party (or the relevant member in its Group) to which such asset, claim or right

is to be assigned, contributed, conveyed, transferred or delivered in order to place such Party, insofar as reasonably possible, in the

same position as if such asset, claim or right had been transferred or assumed on or prior to the Distribution Time as contemplated hereby

and so that all the benefits and burdens relating to such asset, claim or right, including possession, use, risk of loss, potential for

gain, and dominion, control and command over such asset, claim or right are to inure from and after the Distribution Time to the relevant

member of the SPGI Group or the SpinCo Group, as the case may be, entitled to the receipt of such asset, claim or right. For the avoidance

of doubt, the Parties shall use commercially reasonable efforts, to the extent permitted by applicable Law, to obtain any required Consent,

release, substitution or novation contemplated by this ‎Section 2.06. Nothing in this ‎Section 2.06 shall require any

member of the SPGI Group or the SpinCo Group to incur any non-de minimis obligation or grant any non-de minimis concession

in order to effect any transaction contemplated by this ‎Section 2.06.

Section 2.07.          Intercompany

Accounts. Effective as of the Distribution Time, SPGI (on behalf of itself and each member of the SPGI Group) and SpinCo (on behalf

of itself and each member of the SpinCo Group) hereby settle and extinguish all intercompany receivables, payables and other balances,

in each case, that arose prior to the Distribution Time between members of the SPGI Group, on the one hand, and members of the SpinCo

Group, on the other hand (“Intercompany Accounts”), in each case without any further Liability of any member of the

SPGI Group to any member of the SpinCo Group thereunder, or any further Liability of any member of the SpinCo Group to any member of the

SPGI Group thereunder.

Section 2.08.          Intercompany

Agreements. (a) Except as set forth in Section 2.08(b), effective as of the Distribution

Time, SPGI (on behalf of itself and each member of the SPGI Group) and SpinCo (on behalf of itself and each member of the SpinCo Group)

hereby terminate and cancel all Contracts between members of the SPGI Group, on the one hand, and members of the SpinCo Group, on the

other hand, in effect immediately prior to the Distribution Time and such Contracts shall have no further force and effect from and after

the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party

thereto. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary

to effect the foregoing.

(b)            The

provisions of ‎‎Section 2.08(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary

Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by

any of the Parties or any of the members of their respective Groups or (B) to survive after the Distribution Time); (ii) any

Contract to which any Person, other than solely the Parties and the members of their respective Groups, is a party; (iii) any Shared

Contracts; and (iv) the Intercompany Accounts, which shall be settled in the manner contemplated by ‎Section 2.07.

Section 2.09.          Bank

Accounts; Cash Balances.

(a)            SPGI

and SpinCo shall, and shall cause the members of their respective Groups to, use commercially reasonable efforts such that, on or prior

to the Distribution Time, the SPGI Group and the SpinCo Group maintain separate bank accounts and separate cash management processes.

Without limiting the generality of the foregoing, SPGI and SpinCo shall use commercially reasonable efforts to, and shall cause the members

of their respective Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace

the signatories of any bank or brokerage account owned by SpinCo or any other member of the SpinCo Group as of the Distribution Time that

are not employees of the SpinCo Group as of the Distribution Time and replace them with individuals designated by SpinCo and (ii) if

requested by SPGI, remove the signatories of any bank or brokerage account owned by SPGI or any other member of the SPGI Group as of the

Distribution Time that are employees of the SpinCo Group as of the Distribution Time, and replace them with individuals designated by

SPGI.

(b)            With

respect to any outstanding checks issued or payments initiated by SPGI, SpinCo, or any of their respective Subsidiaries prior to the Distribution

Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group owning the account from

which the payment was initiated, and such Person or Group owning such account shall not have any claim with respect to such check or payment

from the members of the other Group.

between SPGI and SpinCo (and the members of their respective Groups) all payments received after the Distribution Time by either Party

(or member of its Group) to the extent relating to a business, asset or Liability of the other Party (or member of its Group), shall be

held by such Party in trust for the use and benefit and at the expense of the Party (or the member of such Party’s Group) entitled

thereto. Each Party shall maintain an accounting of any such payments, and the Parties shall have a monthly reconciliation, whereby all

such payments received by each Group are calculated and the net amount owed to SPGI or SpinCo, as applicable, shall be paid over with

a mutual right of set-off. Notwithstanding the foregoing, neither SPGI nor SpinCo (nor any member of their respective Groups) shall act

as collection agent for the other Party (or any member of their respective Groups), nor shall either Party (or any member of their respective

Groups) act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance

action.

Section 2.10.          Replacement

of Guarantees. SPGI and SpinCo shall each use commercially reasonable efforts to, and shall cause the members of their respective

Groups to use commercially reasonable efforts to, effective on or before the Distribution Time, terminate or cause a member of the SpinCo

Group to be substituted in all respects for a member of the SPGI Group with respect to, and for the members of the SPGI Group, as applicable,

to be otherwise removed or released from, all obligations under the Contracts set forth on Schedule 2.10 and under any guarantee, customs,

workers compensation, performance or surety bond, letter of credit, letter of comfort or similar credit or performance support arrangement

(each of the foregoing Contracts, guarantees, bonds, letters and arrangements, a “Guarantee”), given or obtained by

any member of the SPGI Group for the benefit of any member of the SpinCo Group or the SpinCo Business. To the extent required to obtain

such a substitution, release or removal, SpinCo shall execute a guarantee or other agreement in the form of the existing Guarantee or

such other form as is agreed to by the relevant parties to such guarantee or other agreement, which agreement shall include the removal

of any security interest on or in any asset of SPGI that may serve as collateral or security for any SpinCo Liability. If SPGI and SpinCo

have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee on or before the

Distribution Time, then, following the Distribution Time, (i) the Parties shall cooperate to effect such substitution, removal, release

and termination as soon as reasonably practicable after the Distribution Time in accordance with this ‎Section 2.10, (ii) SpinCo

shall and shall cause the members of the SpinCo Group to, from and after the Distribution Time, indemnify against, hold harmless and promptly

reimburse the members of the SPGI Group for any payments made by members of the SPGI Group and for any and all Liabilities of the members

of the SPGI Group arising out of, or in performing, in whole or in part, any obligation under any such Guarantee, and (iii) without

the prior written consent of SPGI, no member of the SpinCo Group may renew, extend the term of, increase any obligations under, or transfer

to a Third Party, any Liability for which any member of the SPGI Group is or might be liable pursuant to an applicable Guarantee unless

such Guarantee, and all applicable obligations of the members of the SPGI Group with respect thereto, are thereupon terminated pursuant

to documentation in form and substance reasonably acceptable to SPGI and in accordance with this ‎Section 2.10.

Section 2.11.          Further

Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall

use its 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 Law, applicable Contracts or applicable Permits or otherwise to consummate and make effective

any transfers of assets, assignments and assumptions of Liabilities and any other transactions contemplated hereby, including using its

commercially reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in

order to consummate the transactions contemplated by this Agreement; provided that in no event shall any member of a Group have

any Liability whatsoever to any member of the other Group for any failure to obtain any such consent or approval. Nothing in this ‎Section 2.11

shall require any member of the SPGI Group or the SpinCo Group to expend any money, commence any litigation or offer or grant any accommodation

to any other Person in order to effect any transaction contemplated by this ‎Section 2.11.

Section 2.12.          Waiver

of Bulk-Sale and Bulk-Transfer Laws. To the extent permissible under Applicable Law, SpinCo hereby waives compliance by each and every

member of the SPGI Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” laws of any

jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of

the SpinCo Group. To the extent permissible under Applicable Law, SPGI hereby waives compliance by each and every member of the SpinCo

Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” laws of any jurisdiction that

may otherwise be applicable with respect to the transfer or sale of any or all of the SPGI Assets to any member of the SPGI

Group.

Article 3

Distribution

Section 3.01.          Conditions

Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been

satisfied (or waived by SPGI in its sole discretion):

(i)             the

Restructuring, including the Contribution and the Special Cash Payment, shall have been completed;

(ii)            the

SpinCo Financing Transactions shall have been consummated and SPGI shall be satisfied in its sole and absolute discretion that, as of

the Distribution Time, it shall have no Liability whatsoever under the SpinCo Financing Transactions;

(iii)           the

SPGI Board shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time

prior to the Distribution;

(iv)           the

Form 10 shall have been filed with the Commission and shall have become effective, no stop order suspending the effectiveness of

the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the

Information Statement, or a notice of Internet availability thereof, shall have been mailed to holders of the SPGI Common Stock as of

the Record Date;

(v)            all

actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” laws and

the rules and regulations thereunder shall have been taken or made and, where applicable, become effective or been accepted;

(vi)           the

SpinCo Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of

issuance;

(vii)          the

Board of Directors of SpinCo, as named in the Information Statement, shall have been duly elected or appointed, with such election or

appointment, as applicable, to be effective as of the Distribution Time, and the Amended and Restated Certificate of Incorporation and

the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect;

(viii)         each

of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;

(ix)            SPGI

shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory

to SPGI confirming that (A) the Contribution and the Distribution, taken together, will qualify as a “reorganization”

within the meaning of Section 368(a)(1)(D) of the Code, (B) Contribution will qualify as a tax-free transaction under Sections

361(a) and 361(b) of the Code, (C) the Distribution will qualify as a tax-free transaction under Sections 355(a) and

361(c) of the Code and (D) the SPGI Cash Distribution will qualify as money distributed to SPGI creditors or shareholders in

connection with the reorganization for purposes of Section 361(b) of the Code;

(x)             no

Applicable Law shall have been adopted, promulgated or issued, and be in effect, that prohibits the consummation of the Distribution or

any of the other transactions contemplated hereby or in an Ancillary Agreement;

(xi)            any

material approvals and consents of any Governmental Authorities and any material permits, registrations and consents from Third Parties,

in each case, necessary to effect the Restructuring, the Contribution, the Distribution shall have been obtained; and

(xii)           no

event or development shall have occurred or exist that, in the judgment of the SPGI Board, in its sole discretion, makes it inadvisable

to effect the Distribution or the other transactions contemplated hereby or in an Ancillary Agreement.

(b)            Each

of the conditions set forth in ‎Section 3.01(a) is for the sole benefit of SPGI and shall not give rise to or create any

duty on the part of SPGI or the SPGI Board to waive or not to waive any such condition or to effect the Distribution, or in any way limit

SPGI’s rights of termination as set forth in ‎Section 6.12 or alter the consequences of any termination from those specified

in ‎Section 6.12. Any determination made by SPGI on or prior to the Distribution concerning the satisfaction or waiver of any

or all of the conditions set forth in this ‎Section 3.01 shall be conclusive and binding on the Parties and all other affected

Persons.

Section 3.02.          The

Distribution. (a) SPGI shall, in its sole discretion, determine all terms of the Distribution, including the timing of the consummation

of all or part of the Distribution. SPGI may, at any time and from time to time until the consummation of the Distribution, modify or

change the terms of the Distribution including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

For the avoidance of doubt, nothing in this Agreement shall in any way limit SPGI’s right to terminate this Agreement or the Distribution

as set forth in ‎Section 6.12 or alter the consequences of any such termination from those specified in ‎Section 6.12.

(b)            Subject

to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, SPGI shall take such steps as

are reasonably necessary or appropriate to permit the Distribution by the Distribution Agent of validly issued, fully paid and non-assessable

shares of SpinCo Common Stock, registered in book-entry form through the registration system, (ii) the Distribution shall be effective

at the Distribution Time, and (iii) subject to ‎Section 3.03, SPGI shall instruct the Distribution Agent to distribute,

on or as soon as practicable after the Distribution Date, to each holder of record of SPGI Common Stock as of the Record Date, by means

of a pro rata dividend, one share of SpinCo Common Stock for each then issued and outstanding share of SPGI Common Stock. SpinCo

will not issue paper stock certificates in respect of the SpinCo Common Stock. Following the Distribution Date, SpinCo agrees to provide

all book-entry transfer authorizations for shares of SpinCo Common Stock that SPGI or the Distribution Agent shall require (after giving

effect to ‎Section 3.03) in order to effect the Distribution.

and after the Distribution Time until the SpinCo Common Stock is duly transferred in accordance with this ‎Article 3 and Applicable

Law, SpinCo will regard the Persons entitled to receive such SpinCo Common Stock as record holders of such SpinCo Common Stock in accordance

with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers

of such shares, from and after the Distribution Time (i) each such holder will be entitled to receive all dividends, if any, payable

on, and exercise voting rights and all other rights and privileges with respect to, the shares of SpinCo Common Stock then held by such

holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership

of the shares of SpinCo Common Stock then held by such holder.

Section 3.03.          Fractional

Shares. Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of SpinCo Common Stock will be

delivered in the Distribution. The Distribution Agent will be directed to determine (based on the aggregate number of shares held by each

holder of SPGI Common Stock) the number of whole shares and the fractional share of SpinCo Common Stock allocable to each holder of SPGI

Common Stock as of the Record Date. Upon the determination by the Distribution Agent of such numbers of whole shares and fractional shares,

as soon as practicable on or after the Distribution Date, the Distribution Agent, acting on behalf of the holders thereof, shall aggregate

the fractional shares of SpinCo Common Stock into whole shares and shall sell the whole shares obtained thereby for cash on the open market

(with the Distribution Agent, in its sole discretion, determining when, how and through which broker-dealer(s) and at which price(s) to

make such sales) and shall thereafter promptly remit to each such holder entitled thereto (pro rata based on the fractional share

such holder would have been entitled to receive in the Distribution) the resulting aggregate cash proceeds, after making appropriate deductions

of the amounts required to be withheld for United States federal income tax purposes, if any, and after deducting an amount equal to all

brokerage fees and commissions, transfer taxes and other costs attributed to the sale of shares pursuant to this ‎Section 3.03.

Neither SPGI nor SpinCo will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock. Neither

the Distribution Agent nor the broker-dealers through which the aggregated fractional shares of SpinCo Common Stock are sold shall be

Affiliates of SPGI or SpinCo. Recipients of cash in lieu of fractional shares of SpinCo Common Stock will not be entitled to any interest

on the amounts of payments made in lieu of fractional shares.

Section 3.04.          NO

REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT, NO MEMBER OF EITHER GROUP

MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANY MEMBER OF THE OTHER GROUP OR ANY OTHER PERSON

WITH RESPECT TO ANY OF THE TRANSACTIONS OR MATTERS CONTEMPLATED HEREBY OR IN ANY OTHER DISTRIBUTION DOCUMENT (INCLUDING WITH RESPECT TO

THE BUSINESS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, EITHER BUSINESS,

OR THE SUFFICIENCY OF ANY ASSETS TRANSFERRED OR LICENSED TO THE APPLICABLE GROUP, OR ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION

WITH SUCH TRANSFER OR LICENSE OR THE TITLE TO ANY SUCH ASSETS, OR THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER

CONCERNING, ANY SUCH ASSETS, OR THAT ANY REQUIREMENTS OF APPLICABLE LAW ARE COMPLIED WITH IN RESPECT OF THE RESTRUCTURING, THE CONTRIBUTION

OR THE DISTRIBUTION, OR THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER

ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY). EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT,

EACH MEMBER OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS, ASSETS AND LIABILITIES TRANSFERRED OR LICENSED TO OR ASSUMED BY IT PURSUANT

TO THIS AGREEMENT OR ANY DISTRIBUTION DOCUMENT ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND

LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR

OF ANY SECURITY INTEREST OR OTHER ENCUMBRANCE, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT

ANY REQUIREMENTS OF APPLICABLE LAWS ARE NOT COMPLIED WITH. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 3.04 SHALL BE CONSTRUED

TO LIMIT OR MODIFY THE ALLOCATION OF LIABILITIES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES EXPRESSLY SET FORTH IN THIS AGREEMENT

AND THE ANCILLARY AGREEMENTS.

Article 4

Covenants

Section 4.01.          Access

to Information.

(a)            For

(x) a period of seven (7) years after the Distribution Date, each Group shall afford promptly the other Group and its agents

and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable

access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of

account, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained),

information (excluding any Personal Information and Commercial Data), employees and auditors to the extent necessary or useful for such

other Group in connection with (i) any audit, investigation, dispute or litigation, (ii) compliance with reporting, disclosure,

filing or other requirements by a Governmental Authority, (iii) complying with their obligations under this Agreement or any Ancillary

Agreement (with the exception of any Commercial Agreement), (iv) any judicial, regulatory or administrative or other proceeding,

(v) information to the extent related to the business of the Party requesting such information, or (vi) complying with any other

requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access that relates

to such Group’s Business, assets or Liabilities, and (y) so long as SPGI and SpinCo might reasonably be deemed to be “affiliates”

pursuant to U.S. securities laws, as determined reasonably by SPGI or SpinCo, each Group shall provide information reasonably requested

by the other Group for purposes of complying with reporting disclosure requirements under U.S. securities laws; provided that (i) any

such access shall not unreasonably interfere with the conduct of the business of the Group providing such access and (ii) if any

Party reasonably determines that affording any such access to the other Party would be commercially detrimental in any material respect

or violate any Applicable Law or Contract to which such Party or member of its Group is a party, or waive any Privilege applicable to

such Party or any member of its Group, the Parties shall use commercially reasonable efforts to permit the compliance with such request

in a manner that avoids any such harm or consequence. The Party providing information pursuant to this ‎Section 4.01 shall only

be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be

required to perform any improvement, modification, conversion, updating or reformatting of any such information. Without limiting the

generality of the foregoing, until the end of the first full SpinCo fiscal year occurring after the Distribution Date (and for a reasonable

period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit

for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate

with the other Party’s information requests (other than with respect to any Personal Information or Commercial Data) to enable (i) the

other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of

the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items

307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s auditors to timely

complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable

to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in

accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Commission’s and the Public Company Accounting Oversight

Board’s rules and auditing standards thereunder and any other Applicable Law.

Section 4.02.          Litigation

Cooperation. (a) After the Distribution Time (except in the case of a dispute between SPGI and SpinCo, or any members of their

respective Groups), each Group shall use commercially reasonable efforts to make available to the other Group and its attorneys, accountants,

consultants and other designated representatives, upon written request, its directors, officers, employees and representatives as witnesses

and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden,

to the extent that any such person (giving consideration to business demands of such directors, officers, employees and representatives)

or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member

of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may

be sought hereunder; provided that the nature, scope and extent of such cooperation shall be reasonable in light of the circumstances

of such Action.

(b)            Notwithstanding

the foregoing, this ‎Section 4.02 shall not require the Party to whom any request pursuant to ‎Section 4.02(a) has

been made to make available any Persons or information if in such Party’s reasonable good-faith judgment, doing so would reasonably

be expected to violate any Applicable Law or agreement or materially impair such Party’s ability to assert or preserve any Privilege

under Applicable Law; provided that the Parties shall use commercially reasonable efforts to cooperate in seeking to find a way

to permit compliance with such obligations to the extent practicable in a manner that avoids such consequence. For the avoidance of doubt,

nothing in this Article 4 shall be deemed to constitute any assumption, admission or expansion of any Liability by any Party or

any member of its Group other than as expressly allocated pursuant to this Agreement or any Ancillary Agreement.

Section 4.03.          Management

of Actions. This ‎Section 4.03 shall govern the management and direction of pending and future Actions in which members of

the SpinCo Group or the SPGI Group are named as parties, but shall not alter the allocation of Liabilities set forth in ‎Article 2

unless otherwise expressly set forth in this ‎Section 4.03.

(a)            From

and after the Distribution Date, the SpinCo Group shall direct the defense or prosecution of any Actions that constitute only SpinCo

Liabilities or involve only SpinCo Assets, and (ii) the Actions set forth on Schedule 4.03(a), including the selection of counsel

and control of settlement, subject to Section 4.03(d).

(b)            From

and after the Distribution Date, the SPGI Group shall direct the defense or prosecution of (i) any Actions that constitute only SPGI

Liabilities or involve only SPGI Assets including the selection of counsel and control of settlement, subject to Section 4.03(d).

and after the Distribution Date, any Actions that involve or constitute both a SpinCo Asset or SpinCo Liability, on the one hand, and

a SPGI Asset or a SPGI Liability, on the other hand (such Actions, the “Mixed Actions”) shall be managed by the Party,

that is reasonably determined by SPGI (after good faith consultation with SpinCo) to be expected to bear the greater proportion of the

economic exposure arising from such Mixed Action. The Parties shall cooperate in good faith and take all reasonable actions to provide

for any appropriate joinder or change in named parties to such Mixed Actions such that the appropriate Party or member of such Party’s

Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent permissible and necessary

or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any Privilege

with respect to any Mixed Action. The Party managing a Mixed Action shall, on a quarterly basis, or if a material development occurs as

soon as reasonably practicable thereafter, inform the other Party in writing of the status of and developments relating to such Mixed

Action and provide copies of any material documents, notices or other materials related to such Mixed Action; provided that the

failure to provide any such documents, notices or other materials shall not be a basis for liability of a Party managing such Mixed Action

except and solely to the extent that the other Party shall have been actually prejudiced thereby. Notwithstanding anything to the contrary

herein, the Parties may jointly retain counsel (in which case the cost of counsel shall be borne by the Party managing such Mixed Action)

or retain separate counsel (in which case each Party will bear the cost of its separate counsel) with respect to any Mixed Action; provided

that the Parties shall share discovery and other joint litigation costs in proportion to their respective expected financial exposure

or respective expected financial recovery, as applicable. In any Mixed Action, each of the SpinCo Group and the SPGI Group may pursue

separate defenses, claims, counterclaims or settlements to those claims relating to the SpinCo Business or the SPGI Business, respectively;

provided that each Party shall in good faith make commercially reasonable efforts to avoid adverse effects on the other Party;

provided further that nothing in this Section 4.03(c) shall be deemed to limit or override the consent rights set forth

in Section 4.03(d).

(d)            No

Party managing a Mixed Action (the “Managing Party”) pursuant to ‎Section 4.03(c) shall consent to entry

of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing

Party”), not to be unreasonably withheld, conditioned or delayed; provided, however, that such Non-Managing Party

shall be required to consent to such entry of judgment or to such settlement that the Managing Party may recommend if the judgment or

settlement: (i) contains no finding or admission of any violation of Applicable Law or any violation of the rights of the Non-Managing

Party and its applicable related Persons and otherwise contains no admission of any liability of the Non-Managing Party and such related

Persons; (ii) involves only monetary relief which the Managing Party has agreed to pay; and (iii) includes a full and unconditional

release of the Non-Managing Party and its applicable related Persons. Notwithstanding the foregoing, in no event shall a Non-Managing

Party be required to consent to an entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment

or other non-monetary relief to be entered, directly or indirectly, against any member of the Non-Managing Party’s Group (other

than any such injunctive or other non-monetary relief that is immaterial and solely incidental to the granting of money damages).

(e)            To

the maximum extent permitted by Applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present

or future Action subject to this ‎Section 4.03 are hereby delegated to such Party. It is the intent of the Parties that the foregoing

delegation shall satisfy any Applicable Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument.

The Parties and the other members of their respective Groups shall execute, or cause to be executed, such further instruments or documents

as may be necessary to effect such delegation; provided that nothing in this Section 4.03(e) shall be construed to expand or

modify any Party’s rights or obligations with respect to the management, control or settlement of any Action beyond those expressly

set forth in this Section 4.03.

Section 4.04.          Reimbursement.

Each Group providing information or witnesses to the other Group or otherwise incurring any out-of-pocket expense in connection with cooperating

under ‎Section 4.01 or ‎Section 4.02 shall be entitled to receive from the recipient thereof, upon the presentation

of invoices therefor, payment for all reasonable and documented out-of-pocket costs and expenses (including outside attorney’s fees

but excluding reimbursement for general overhead, salary and employee benefits) actually incurred in providing such access, information,

witnesses or cooperation.

Section 4.05.          Ownership

of Information. All information owned by one Party (or a member of its Group) that is provided to the other Party (or a member of

its Group) under ‎Section 4.01 or ‎Section 4.02 shall be deemed to remain the property of the providing Party. Unless

specifically set forth herein or in any Ancillary Agreement, nothing contained in this Agreement shall be construed to grant or confer

rights of license or otherwise in any such information.

Section 4.06.          Retention

of Records. Except as otherwise required by Applicable Law or agreed to in writing (and notwithstanding ‎Section 4.01), each

Party shall, and shall cause the members of its Group to, for the period of time required under such Party’s applicable document

retention policies as in effect as of the Distribution Date, retain any and all information (with the exception of Commercial Data and

Personal Information) in its possession or control relating to the other Group’s Business in accordance with the applicable document

retention practices of such Party as in effect as of the Distribution Date. Any records or documents that were subject to a litigation

hold prior to the Distribution Date must be retained by the applicable Party until such Party or member of its Group is notified by the

other Party that the litigation hold is no longer in effect.

Section 4.07.          Confidentiality.

Each Party acknowledges that it or a member of its Group may have in its possession, and, in connection with this Agreement and the Ancillary

Agreements, may receive, Confidential Information of the other Party or any member of its Group (including information in the possession

of such other Party relating to its clients or customers). Each Party shall hold, and shall cause its directors, officers, employees,

agents, consultants and advisors (“Representatives”) and the members of its Group and their Representatives to hold,

in strict confidence, with at least the same degree of care that applies to SPGI’s own similar confidential and proprietary information

pursuant to policies in effect as of the Distribution Time, and in any event no less than reasonable care, and not to use, except as permitted

by this Agreement or any Ancillary Agreement, all such Confidential Information concerning the other Group, except to the extent (i) such

Party or any of the members of its Group or its or their Representatives becomes legally required (including by the rules of any

stock exchange on which such Party’s shares are listed), or receives a request from any Governmental Authority or pursuant to legal

process, to disclose such Confidential Information, subject to the remainder of this ‎Section 4.07 or (ii) such Confidential

Information (A) is or becomes generally available to the public other than as a result of a disclosure by such Party or any of the

members of its Group or its or their Representatives in violation of this ‎Section 4.07, (B) becomes available to such Party

or any of the members of its Group or its or their Representatives after the Distribution Date on a non-confidential basis from a source

that was not known by such Party or any of the members of its Group or its or their Representatives to be prohibited from disclosing such

information by a contractual, legal or fiduciary obligation of confidentiality with respect to such information or (C) was independently

developed by or on behalf of such Party or any of the members of its Group or its or their Representatives without reference to the Confidential

Information of the other Group. Notwithstanding the foregoing, such Party or member of its Group or its or their Representatives may disclose

such Confidential Information to the members of its Group and its or their Representatives who need to know such information in their

capacities as such so long as such Persons are informed by such Party of the confidential nature of such Confidential Information and

are directed by such Party to treat such information confidentially. If such Party or any member of its Group or any of its or their Representatives

becomes legally required (including by the rules of any stock exchange on which such Party’s shares are listed), or receives

a request from any Governmental Authority or pursuant to legal process, to disclose any documents or information subject to this ‎Section 4.07,

such Party, if legally permitted, will promptly notify the other Party in writing and, upon request, use commercially reasonable efforts

to cooperate with the other Party’s efforts to seek a protective order or other remedy. If no such protective order or other remedy

is obtained or if the other Party waives in writing such Party’s compliance with this ‎Section 4.07, such Party or the

member of its Group or its or their Representatives may furnish only that portion of the information which it concludes, after consultation

with counsel, is legally required to be disclosed or that it otherwise determines to be reasonably necessary to respond to a governmental

request, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded

such information. Each Party agrees to be responsible for any breach of this ‎Section 4.07 by it, the members of its Group and

its and their Representatives.

Section 4.08.          Privileged

Information. (a) The Parties recognize that legal and other professional services that have been provided prior to the Distribution

(whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit

of each of the members of the SPGI Group and the SpinCo Group, and that, except as set forth in ‎Section 4.08(f), each of the

members of the SPGI Group and the SpinCo Group shall be deemed to be the client with respect to such services for the purposes of asserting

all attorney-client privilege, the work product doctrine, the joint defense or common interest privilege or any other privilege or immunity

from disclosure (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except

as set forth in ‎Section 4.08(f), the Parties agree that they shall have a shared privilege or immunity with respect to all Privileges.

The Parties hereto acknowledge that members of the SPGI Group, on the one hand, and members of the SpinCo Group, on the other hand, may

possess documents or other information regarding the other Group that is or may be subject to Privileges (such documents and other information

collectively, the “Privileged Information”). Each Party agrees to use commercially reasonable efforts to protect and

maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any

of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the

other Party’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose.

Without limiting the generality of the foregoing, a Party and its Affiliates shall not, without the other Party’s prior written

consent, (i) waive any Privilege with respect to any of the other Party’s or any member of its Group’s Privileged Information,

(ii) fail to assert or defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other

actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information; provided that nothing in this

Section 4.08(a) shall be construed to restrict use of Privileged Information to the extent permitted by Section 4.08(f).

(b)            Upon

receipt by a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production

or disclosure of Privileged Information of the other Party or a member of its Group, or if a Party has knowledge that its or a member

of its Group’s Representatives have received such a subpoena, discovery or other request, such Party shall promptly notify the other

Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert

any rights it or a member of its Group may have under this ‎Section 4.07(i) or otherwise to prevent the production or disclosure

of such Privileged Information. Each Party agrees that neither it nor any member of its Group will produce or disclose any information

that may be covered by a Privilege of the other Party or a member of its Group under this ‎Section 4.07(i) unless (i) the

other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a

court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege

or otherwise requires disclosure of such information, in each case except as set forth in ‎Section 4.08(f).

furnishing or transfer of, or access to, any information pursuant to this Agreement is made in reliance on the agreement of SPGI and SpinCo

set forth in this ‎Section 4.07(i) and in ‎Section 4.07 to maintain the confidentiality of Privileged Information

and to assert and maintain all applicable Privileges. The Parties agree that their respective rights to any access to information, witnesses

and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement,

and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement,

shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

(d)            In

the event that any member of the SPGI Group and any member of the SpinCo Group cooperate in the mutual defense of any Third Party Claim,

such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim

to Privilege.

(e)            Each

of the SPGI Group and the SpinCo Group, on behalf of themselves and each of their respective Affiliates, covenants and agrees that, following

the Distribution Time, Davis Polk & Wardwell LLP or any other internal or external legal counsel currently representing the SpinCo

Group or any directors of the SPGI Group (each a “Prior Company Counsel”) may serve as counsel to the SPGI Group and

its Affiliates, or, with the prior written consent of SPGI, the SpinCo Group and its Affiliates, including in connection with any matters

arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with

respect to any Action, claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions

contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the

Distribution Time. Each of the SPGI Group and the SpinCo Group, on behalf of themselves and each of their respective Affiliates, hereby

irrevocably (i) waives any claim the SPGI Group or the SpinCo Group has or may have that a Prior Company Counsel has a conflict of

interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, in the event that a

dispute arises after the Distribution Time between the SpinCo Group (or any of its Affiliates) and the SPGI Group (or any of its Affiliates),

Prior Company Counsel may represent any member of the SPGI Group, the SpinCo Group or any their respective Affiliates thereof in such

dispute, including any adversarial Action (provided that, in the event of any such dispute or adversarial Action, the Group represented

by Prior Company Counsel shall notify the other Group in writing of such representation) even though the interests of such Person(s) may

be directly adverse to the SPGI Group or the SpinCo Group (or any of their respective Affiliates) and even though Prior Company Counsel

may have represented the SPGI Group or the SpinCo Group (or any of their respective Affiliates) in a matter substantially related to such

dispute; provided, however, that nothing in this Section 4.08(e) shall be construed to (A) waive, diminish or expand

any Privilege, (B) authorize the use of the other Party’s Privileged Information except as expressly permitted by Section 4.08(f),

or (C) permit Prior Company Counsel to use or disclose the other Party’s Privileged Information except to the extent permitted

under Section 4.08(f) and subject to the obligations of confidentiality and privilege preservation set forth in this Section 4.08.

(f)             Notwithstanding

anything to the contrary in this ‎Section 4.07(i), in the event of any dispute, including any adversarial Action, between any

member of the SPGI Group, on the one hand, and any member of the SpinCo Group (or its Affiliates), on the other hand, related to this

Agreement, any Ancillary Agreement, or any transaction contemplated by this Agreement or any Ancillary Agreement, each of the SPGI Group

and the SpinCo Group shall be entitled to use for purposes reasonably related to the prosecution or defense of such dispute any confidential

information or Privileged Information in connection with such Action without obtaining, in the case of the SPGI Group, SpinCo’s

consent, or, in the case of the SpinCo Group, SPGI’s consent; provided that each Party shall use commercially reasonable

efforts to limit any such use or disclosure to those Persons and materials reasonably necessary for such purpose. Provided that, to the

extent such use is deemed to constitute a waiver of Privilege, such waiver shall be effective only as to the use of information with respect

to such Action and shall not operate as a waiver of any Privilege with respect to any Third Party, and the Parties will not, and will

cause the members of their respective Groups (and their Affiliates) not to, take the position that any such waiver in any such Action

effected a broader waiver with respect to any Third Party. For the avoidance of doubt, the SpinCo Group, on behalf of itself and each

of its Affiliates, waives any claim that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from representing

the SPGI Group (or any of its Affiliates) based on the possession or use of any confidential information or Privileged Information, and

nothing in this Section 4.08(f) shall be construed to expand any waiver of Privilege or to authorize the use of the other Party’s

Privileged Information except as expressly set forth in this Section 4.08(f) and Section 4.08(e).

(g)            Each

of the SpinCo Group and the SPGI Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate

information regarding the significance and risks of the waivers and other terms and conditions of this ‎Section 4.07(i), including

the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This ‎Section 4.07(i) is

for the benefit of the SPGI Group, the SpinCo Group and Prior Company Counsel, and the SPGI Group, SpinCo Group and Prior Company Counsel

are intended third party beneficiaries of this ‎Section 4.07(i). This ‎Section 4.07(i) shall be irrevocable, and

no term of this ‎Section 4.07(i) may be amended, waived or modified, without the prior written consent of SPGI, SpinCo and

Prior Company Counsel. The covenants and obligations set forth in this ‎Section 4.07(i) shall survive the Distribution Time

indefinitely.

Section 4.09.          Limitation

of Liability. Except as otherwise provided in this Agreement, no Party shall have any liability to any other party in the event that

any information, books or records exchanged or provided pursuant to this Agreement is found to be inaccurate or the requested information,

books or records is not provided, in the absence of willful misconduct by the party requested to provide such information, books or records.

No Party shall have any liability to any other party if any information, books or records is destroyed after commercially reasonable efforts

by such Party to comply with the provisions of ‎Section 4.06.

Section 4.10.          Other

Agreements Providing for Exchange of Information. The rights and obligations granted under this ‎Article 4 are subject to

any specific limitations, qualifications or additional provisions on the sharing, exchange, retention, rights to use, or confidential

treatment of information set forth in any Ancillary Agreement. Notwithstanding anything in this Agreement to the contrary, (a) the

Tax Matters Agreement shall govern the retention of Tax related records and the exchange of Tax related information and (b) the Employee

Matters Agreement shall govern the retention of employment and benefits related records. Any Party that receives, pursuant to a request

for information in accordance with this ‎Article 4, information that is not relevant to its request shall, at the request of

the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such information; and

(ii) deliver to the providing Party written confirmation that such information was returned or destroyed, as the case may be, which

confirmation shall be signed by an authorized representative of the requesting Party.

Section 4.11.          Insurance

Matters.

(a)            Prior

to the Distribution Time, SPGI shall cooperate with SpinCo to seek to arrange for insurance policies to provide appropriate coverage for

the SpinCo Business (the “SpinCo Insurance Policies”), including requesting that any SpinCo Insurance Policies written

on a “claims made” basis include “full prior acts” coverage with respect to any losses discovered after the Distribution

Time but arising out of acts, circumstances, occurrences or incidents arising prior to the Distribution Time. SpinCo, for itself and the

members of its Group, acknowledges that coverage for the SpinCo Business under the insurance policies of SPGI and the members of the SPGI

Group (the “SPGI Insurance Policies”) will cease as of the Distribution Time, and that, neither SPGI nor any member

of its Group will purchase any “tail” policy or other additional or substitute coverage for the benefit of SpinCo or the members

of the SpinCo Group relating to the SpinCo Business applicable in any period after the Distribution Time. SpinCo shall be responsible

for administering the SpinCo Insurance Policies and shall bear all costs and expenses associated with the SpinCo Insurance Policies (including

any premiums, deductibles, retentions, self-insurance costs and other administrative expenses).

(b)            Notwithstanding

the foregoing, following the Distribution Time, with respect to any act, circumstance, occurrence or incident arising prior to the Distribution

Time that relates to the SpinCo Business (a “Pre-Closing SpinCo Claim”), SPGI, for itself and the members of its Group,

agrees that SPGI or a member of its Group shall (i) if such Pre-Closing SpinCo Claim is discovered after the Distribution Time but

is potentially covered by a SPGI Insurance Policy written on an “occurrence” basis in effect prior to the Distribution Time,

upon the written request of SpinCo or any member of its Group, promptly report such claim to the appropriate insurer in accordance with

the terms and conditions of the applicable SPGI Insurance Policy, and (ii) with respect to any Pre-Closing SpinCo Claim reported

to the appropriate insurer prior to the Distribution Time (whether the underlying SPGI Insurance Policy is written on an “occurrence”

basis, a “claims-made” basis or otherwise) or as provided in clause (i), (A) use commercially reasonable efforts to administer

such claim and (B) subject to the last sentence of this ‎Section 4.11(b), in the case of an SPGI Insurance Policy written

on an “occurrence” basis, instruct that any proceeds payable under the applicable SPGI Insurance Policy in respect of such

claim are paid directly to the injured party in settlement of any claims, rather than to SPGI or the members of its Group, or, in any

other case, if such proceeds are received by SPGI or any member of its Group, pay such proceeds over to SpinCo or the applicable member

of its Group; provided that SpinCo and the applicable members of its Group shall notify SPGI promptly of any potential Pre-Closing

SpinCo Claim, shall cooperate in good faith in the investigation, management and pursuit of any Pre-Closing SpinCo Claim (including providing

any relevant information), shall have the right to effectively associate in the pursuit of any Pre-Closing SpinCo Claim, including the

ability to withhold its consent to any proposed claim settlement (such consent not to be unreasonably conditioned, withheld or delayed),

and reasonable access to material communications with insurers relating to such Pre-Closing SpinCo Claim, and shall bear all out-of-pocket

expenses incurred by SPGI or the members of its Group in connection with the foregoing; provided further that SPGI and the members

of its Group shall be obligated to use only commercially reasonable efforts to pursue any Pre-Closing SpinCo Claims that are potentially

covered by available SPGI Insurance Policies and shall not, for the avoidance of doubt, have any obligation to commence any Action with

respect to any matter potentially covered by any SPGI Insurance Policy. SPGI or the applicable member of its Group shall retain the exclusive

right to control all of their respective SPGI Insurance Policies and the benefits payable thereunder, including the right to exhaust,

settle, release, commute, buy-back or otherwise resolve disputes with respect to any of the SPGI Insurance Policies and to amend, modify

or waive any rights under any of the SPGI Insurance Policies, notwithstanding whether any such SPGI Insurance Policies apply to any SpinCo

Liabilities and/or claims SpinCo or any member of its Group has made or could make in the future. SpinCo shall bear responsibility for

any deductibles, retentions and/or self insurance required to be made under the SPGI Insurance Policies in respect of any Pre-Closing

SpinCo Claims, and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of any such Pre-Closing SpinCo Claims.

In addition, SpinCo and the members of its Group shall use their respective commercially reasonable efforts to mitigate any loss for which

they seek coverage under any SPGI Insurance Policy. The order of priority of any recoveries from such efforts shall inure first to SPGI

and the members of its Group to reimburse any and all costs actually incurred by SPGI or the members of its Group, directly or indirectly,

as a result of such loss or the investigation, management and pursuit of any Pre-Closing SpinCo Claim, solely to the extent not otherwise

reimbursed by SpinCo, any member of its Group or a third party for such amounts.

‎Section 4.11 shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and

shall not be construed in any manner to waive any right or remedy of SPGI or any member of its Group in respect of any SPGI Insurance

Policy.

Section 4.12.          Intellectual

Property License.

(a)            Effective

from and after the Distribution Time, SPGI (on behalf of itself and its Subsidiaries) hereby grants R.L. Polk & Co. a non-exclusive,

worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable (except as set forth in ‎Section 4.12(e)), non-sublicensable

(except as set forth in ‎Section 4.12(f)) license under the Intellectual Property Rights (other than any and all Trademarks,

Commercial Data, Personal Information or Intellectual Property Rights governed by the terms of the Commercial Agreement(s)) (i) that

are owned by the SPGI Group as of the Distribution Time and (ii) that have been used or held for use in the SpinCo Business on or

prior to the Distribution Time but are not included in the SpinCo Assets, including the Intellectual Property Rights set forth on Schedule

4.12(a) (the “SPGI Licensed IP”), in each case, to use, reproduce, create Improvements of, modify, distribute,

make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation

of the SpinCo Business.

(b)            Effective

from and after the Distribution Time, SpinCo (on behalf of itself and its Subsidiaries) hereby grants the SPGI Group a non-exclusive,

worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable (except as set forth in ‎Section 4.12(e)), non-sublicensable

(except as set forth in ‎Section 4.12(f)) license under the SpinCo IP (other than any and all Trademarks, Commercial Data, Personal

Information or Intellectual Property Rights governed by the terms of the Commercial Agreement(s)) that has been used or held for use by

the SPGI Group in the operation of the SPGI Business on or prior to the Distribution Time but are not included in the SPGI Assets, including

the SpinCo IP set forth on Schedule 4.12(b) (the “SpinCo Licensed IP”), in each case, to use, reproduce,

create Improvements of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and

services solely in connection with the operation of the SPGI Business.

between the Groups, Improvements (and all Intellectual Property Rights therein) to any Intellectual Property Rights licensed to a

Group (or member thereof) hereunder made after the Distribution Time shall be solely and exclusively owned by the Group making such Improvement

or on whose behalf such Improvement was made. For the avoidance of doubt, (i) such Group making such Improvement shall not own any

Intellectual Property Rights of the other Group that are licensed to such Group (or a member thereof) hereunder and (ii) such Group

may freely assign or license such Improvements but shall not have the right to assign any Intellectual Property Right of the other Group

licensed to such Group (or a member thereof) hereunder, and shall only have the right to sublicense Intellectual Property Rights of the

other Group (or a member thereof) licensed to such Group hereunder as expressly set forth in ‎Section 4.12(f). No rights are

granted hereunder to either Group to any Improvements (or any Intellectual Property Rights therein) made by, or on behalf of, the other

Group to the extent such Improvement was made after the Distribution Time, and the Groups have no obligations to disclose any such Improvements

to each other.

(d)            The

Parties acknowledge and agree that, as between the Groups, one or more members of the SPGI Group are the owners of all right, title and

interest in the SPGI Licensed IP, and one or more members of the SpinCo Group are the owners of all right, title and interest in the SpinCo

Licensed IP. For the avoidance of doubt, the applicable SPGI Group member shall have the sole right to prosecute, defend and enforce any

and all Intellectual Property Rights covering the SPGI Licensed IP, and the applicable SpinCo Group member shall have the sole right to

prosecute, defend and enforce all Intellectual Property Rights covering the SpinCo Licensed IP. Each Group (and the members thereof) shall

be responsible for its own compliance with any and all Applicable Laws with respect to its use of the Intellectual Property Rights granted

hereunder.

(e)            Without

limiting the assignment provision in ‎Section 6.04, SPGI and R.L. Polk & Co. (or their applicable respective Group members)

may assign their respective licenses set forth in this ‎Section 4.12, in whole or in part, to their Affiliates, or in connection

with a merger, consolidation, or sale of all or substantially all of, or any portion of the assets of, their respective Businesses to

which the licenses relate.

(f)             SPGI

and R.L. Polk & Co. (or their applicable respective Group members) may sublicense their respective licenses set forth in this

‎Section 4.12 to (i) their respective Affiliates, (ii) their vendors, consultants, contractors and suppliers, in connection

with the provision of services to their respective Businesses to which the licenses relate and (iii) their distributors, customers

and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of their

respective Businesses to which the licenses relate. SPGI and R.L. Polk & Co. are responsible for the acts and omissions of each

of their respective sublicensees. A sublicense with respect to any particular licensed Intellectual Property Rights under ‎Section 4.12(a) or

‎Section 4.12(b) shall terminate automatically upon termination of the license with respect to such licensed Intellectual

Property Rights, consistent with ‎Section 4.12(a).

(g)            Each

license granted in this ‎Section 4.12 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the

Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the Bankruptcy Code),

and SPGI and R.L. Polk & Co. (or their applicable respective Group members) will retain and may fully exercise all of their respective

rights and elections under the Bankruptcy Code (or any similar foreign law) with respect thereto.

(h)            For

the avoidance of doubt, this ‎Section 4.12 shall survive in perpetuity, and the licenses granted pursuant to this ‎Section 4.12

are not terminable by SPGI or R.L. Polk & Co. for any reason; provided that the foregoing shall not prevent SPGI or R.L.

Polk & Co. (or their applicable respective Affiliates) from exercising all other rights that they may have, at law or in equity,

in the event of a breach of this Section 4.12, including the right to sue and collect damages. Notwithstanding the foregoing, the

license grants in ‎Section 4.12(a) and ‎Section 4.12(b) (i) will immediately terminate for any particular

Intellectual Property Right licensed thereunder when no enforceable rights in such Intellectual Property Right remain; and (ii) will

immediately terminate in its entirety when no enforceable rights in any Intellectual Property Right licensed thereunder remain.

Section 4.13.          Trademark

Phase Out.

(a)            As

soon as reasonably practicable after the Distribution Time, but in no event later than twelve (12) months thereafter, SpinCo shall and

shall cause its Subsidiaries to (i) cease any and all use of the SPGI Marks and (ii) destroy, conceal, cover, redact, replace

or remove the SPGI Marks from any and all SpinCo Assets and any other assets and materials under their possession or control bearing such

SPGI Marks. SpinCo acknowledges and agrees that, during the twelve (12)-month period set forth in this ‎Section 4.13(a), SpinCo

and its Subsidiaries shall have the right to use the SPGI Marks solely in substantially the same manner as such SPGI Marks were used by

SPGI and its Subsidiaries prior to the Distribution Time in connection with the SpinCo Business (including with respect to any sublicensing

in the SpinCo Business). Any and all goodwill resulting from the SpinCo Group’s use of the SPGI Marks shall inure solely to the

benefit of SPGI.

(b)            As

soon as reasonably practicable after the Distribution Time, but in no event later than six (6) months thereafter, SpinCo shall and

shall cause its Subsidiaries to take any and all actions necessary (including the filing of amended organizational documents and any other

required documentation with the relevant Governmental Authorities) to complete all filings with relevant Government Authorities necessary

to reflect changes to the corporate name, “doing business as” name, trade name and any other similar corporate identifier

of SpinCo and its Subsidiaries to a corporate name, “doing business as” name, trade name or any other similar corporate identifier

that does not contain any SPGI Marks or any name confusingly similar to any SPGI Marks, including “S&P”, “S&P

Global”, “IHS” or “IHS Markit”.

agrees that (i) the SPGI Marks are, as of the date of this Agreement, and shall continue to be following the Distribution Time, owned

by SPGI or a Subsidiary of SPGI, as applicable, (ii) no member of the SpinCo Group has any rights in, and shall not use in any manner,

any of the SPGI Marks following the twelve (12)-month period set forth in ‎Section 4.13(a) and (iii) no member of the

SpinCo Group shall contest the ownership, enforceability or validity of any rights of SPGI and its Subsidiaries in or to any of the SPGI

Marks.

(d)            As

soon as reasonably practicable after the Distribution Time, but in no event later than twelve (12) months thereafter, SPGI shall and shall

cause its Subsidiaries to (i) cease any and all use of the SpinCo Trademarks and (ii) destroy, conceal, cover, redact, replace

or remove any and all SpinCo Trademarks from any and all SPGI Assets and any other assets and materials under their possession or control

bearing such SpinCo Trademarks. SPGI acknowledges and agrees that, during the twelve (12)-month period set forth in this ‎Section 4.13(d),

SPGI and its Subsidiaries shall have the right to use the SpinCo Trademarks solely in substantially the same manner as such SpinCo Trademarks

were used by SPGI and its Subsidiaries prior to the Distribution Time in the SPGI Business (including with respect to any sublicensing

in the SPGI Business). Any and all goodwill resulting from the SPGI Group’s use of the SpinCo Trademarks shall inure solely to the

benefit of SpinCo.

(e)            As

soon as reasonably practicable after the Distribution Time, but in no event later than six (6) months thereafter, SPGI shall and

shall cause its Subsidiaries to take any and all actions necessary (including the filing of amended organizational documents and any other

required documentation with the relevant Governmental Authorities) to complete all filings with the relevant Government Authorities necessary

to reflect changes to the corporate name, “doing business as” name, trade name or any other similar corporate identifier of

each Subsidiary of SPGI to a corporate name, “doing business as” name, trade name or any other similar corporate identifier

that does not contain any SpinCo Trademarks or any name confusingly similar to any SpinCo Trademarks, including MOBILITY, MOBILITY GLOBAL,

MOBILITYIQ, POLK, CARFAX, MARKET SCAN and AUTOMOTIVE MASTERMIND.

(f)             SPGI

agrees that (i) the SpinCo Trademarks are, as of the date of this Agreement, and shall continue to be following the Distribution

Time, owned by SpinCo or a Subsidiary of SpinCo, as applicable, (ii) no member of the SPGI Group has any rights in, and shall not

use in any manner, any of the SpinCo Trademarks following the twelve (12)-month period set forth in ‎Section 4.13(d) and

(iii) no member of the SPGI Group shall contest the ownership, enforceability or validity of any rights of SpinCo and its Subsidiaries

in or to any of the SpinCo Trademarks.

(g)            SPGI

and SpinCo each acknowledge the importance of each Party’s (and its respective Subsidiaries’) right to exercise quality control

over the use of its respective Trademarks to preserve the continued integrity, validity, and enforceability of the Trademarks and protect

the goodwill associated therewith. Each Party shall ensure that its (and its respective Subsidiaries’) permitted use of the other

Party’s (and its respective Subsidiaries’) Trademarks are strictly in accordance with such other Party’s (or its respective

Subsidiaries’) Trademark standards with respect to style, appearance, quality, usage, and specifications, as communicated by the

other Party in writing from time to time; provided that each Party’s (or its respective Subsidiaries’) use of the other

Party’s (or its respective Subsidiaries’) Trademarks shall be in compliance with this Section 4.12(g) so long as

such use is substantially in the same manner as such Trademarks were used by SPGI and its Subsidiaries prior to the Distribution Time.

(h)            Notwithstanding

the foregoing, nothing in this Section 4.12 shall be construed as prohibiting either Party from making any use of the other Party’s

Trademarks to the extent such use constitutes “fair use” under Applicable Law or from referencing the historical relationship

of the Parties.

Section 4.14.          Data

Protection and Data Privacy.

(a)            Following

the Distribution Date, the Parties shall reasonably cooperate with each other in responding to any Action or inquiry, claim or proceeding

by any Person relating to the processing of Personal Information included in the SpinCo Assets to the extent that such Action or inquiry,

claim or proceeding by any Person relates to events occurring prior to the Distribution Date.

(b)            SpinCo

shall not, and shall cause its Subsidiaries not to, following the Distribution Time, without the consent of the individuals to whom such

Personal Information relates, use or disclose any Personal Information included in the SpinCo Assets for purposes other than those for

which such Personal Information was collected by SPGI or its Subsidiaries prior to the Distribution Time (unless (a) such consent

is obtained by SpinCo or (b) otherwise permitted or required by Applicable Law), and shall give effect to any withdrawal of consent

made in accordance with Applicable Law. SpinCo shall, and shall cause its Subsidiaries to, protect and safeguard such Personal Information

against unauthorized collection, use or disclosure, as provided by Applicable Law. To the extent required by Applicable Law, within a

reasonable time after the Distribution Time, SpinCo shall notify the individuals to whom such Personal Information relates that the transactions

contemplated by this Agreement have been completed and that their Personal Information has been transferred to SpinCo. The Parties shall

reasonably cooperate with each other in ensuring that any processing of Personal Information included in the SpinCo Assets does and will

comply with Applicable Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations

under Applicable Laws.

Section 4.15.          Inducement.

SpinCo acknowledges and agrees that SPGI’s willingness to cause, effect and consummate the Distribution has been conditioned upon

and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption

of the SpinCo Liabilities. The Parties acknowledge that, after the Distribution Time, each Party shall be independent of the other Party,

with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct

of its business, operations and activities following the Distribution Time, except as may otherwise be provided in this Agreement or in

any Ancillary Agreement, and each Party shall (except as otherwise provided in this Agreement) use commercially reasonable efforts to

prevent such Liabilities from being inappropriately borne by the other Party.

Article 5

Release; Indemnification

Section 5.01.          Release

of Pre-Distribution Claims.

(a)            Except

(i) as provided in ‎Section 5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary

Agreement, each Party does hereby, on behalf of itself and each member of its Group, and each of their successors and assigns, and to

the extent permitted by Applicable Law, all Persons who at any time prior to the Distribution Time have been directors, officers, employees

or agents serving as independent contractors of such Party or any member of its Group (in each case, in their respective capacities as

such), release and forever discharge the other Party and the other members of such Party’s Group, and their respective successors

and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees or agents serving

as independent contractors of such other Party or any member of its Group (in each case, in their respective capacities as such), and

their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from

any and all Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant

to any Environmental Law whether now or hereinafter in effect), whether arising under any Contract, by operation of law or otherwise (and

including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory

of law or equity of, or any violation of law by any Released Party), existing or arising from any acts or events occurring or failing

to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the

Distribution Date (including, for the avoidance of doubt, any acts by the Parties in connection with the Restructuring and other activities

in anticipation of the Distribution). In furtherance of the foregoing, each Party shall cause each of the members of its respective Group

to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the

same extent as the release and discharge provided by such Party pursuant to the foregoing provisions of this ‎Section 5.01(a).

(b)            Nothing

contained in ‎Section 5.01(a) shall impair any right of any Person identified in ‎Section 5.01(a) to enforce

this Agreement or any Ancillary Agreement. Nothing contained in ‎Section 5.01(a) shall release or discharge any Person from:

(i)             any

Liability assumed, transferred, assigned, retained or allocated to that Person in accordance with, or any other Liability of that Person

under, this Agreement or any of the Ancillary Agreements;

(ii)            any

Liability that is expressly specified in this Agreement (including ‎Section 2.08) or any Ancillary Agreement to continue after

the Distribution Time, but subject to any limitation set forth in this Agreement (including ‎Section 2.08) or any Ancillary Agreement

relating specifically to such Liability;

(iii)           any

Liability that the Parties may have with respect to claims for indemnification, recovery or contribution brought pursuant to this Agreement

or any Ancillary Agreement, which Liability shall be governed by the provisions of this ‎Article 5, or, if applicable, the appropriate

provisions of the Ancillary Agreements; or

(iv)           any

Liability the release of which would result in the release of any Person, other than a member of the SPGI Group, the SpinCo Group or any

related Released Party; provided, however, that the Parties agree not to bring or allow their respective Subsidiaries to

bring suit against the other Party or any related Released Party with respect to any such Liability.

In addition, nothing contained in ‎Section 5.01(a) shall

release any Party or any member of its Group from honoring its existing obligations to indemnify, or advance expenses to, any Person who

was a director, officer or employee of such Party or any member of its Group, at or prior to the Distribution Time, to the extent such

Person was entitled to such indemnification or advancement of expenses pursuant to then-existing obligations and remains so entitled;

provided, however, that, to the extent applicable, ‎Section 5.02 hereof shall determine whether any Party shall

be required to indemnify the other Party or a member of its Group in respect of such Liability.

Party shall make, nor permit any member of its Group to make, any claim or demand, or commence any Action asserting any claim or demand,

including any claim of contribution or indemnification, against the other Party, or any related Released Party, with respect to any Liability

released pursuant to ‎Section 5.01(a).

(d)            It

is the intent of each of the Parties by virtue of the provisions of this ‎Section 5.01 to provide for a full and complete release

and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred

or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date between members of

the SPGI Group, on the one hand, and members of the SpinCo Group, on the other hand (including any Contract existing or alleged to exist

between the Parties on or before the Distribution Date), except as expressly set forth in ‎Section 5.01(b) or as expressly

provided in this Agreement or any Ancillary Agreement. At any time, at the reasonable request of either SPGI or SpinCo, the other Party

shall execute and deliver (and cause its respective Subsidiaries to execute and deliver) releases reflecting the provisions hereof.

Section 5.02.          SpinCo

Indemnification of the SPGI Group. (a) Effective as of and after the Distribution Time, SpinCo shall, and shall cause

the other members of the SpinCo Group to, indemnify, defend and hold harmless each member of the SPGI Group, each Affiliate thereof and

each of their respective past, present and future directors, officers, employees and agents and the respective heirs, executors, administrators,

successors and assigns of any of the foregoing (the “SPGI Indemnitees”) from and against any and all Liabilities actually

incurred or suffered by any of the SPGI Indemnitees arising out of or in connection with (i) any of the SpinCo Liabilities, or the

failure of any member of the SpinCo Group or any other Person to pay, perform or otherwise discharge any of the SpinCo Liabilities, whether

prior to, at or after the Distribution Time, (ii) any breach by SpinCo or any member of the SpinCo Group of this Agreement or any

Ancillary Agreement, (iii) the ownership or operation of the SpinCo Business, the businesses conducted by the SpinCo Group or the

SpinCo Assets on or after the Distribution Date and (iv) any use of any SPGI Marks by SpinCo.

(b) Except to the extent set forth in ‎Section 5.03(b),

effective as of and after the Distribution Time, SpinCo shall indemnify, defend and hold harmless each of the SPGI Indemnitees and each

Person, if any, who controls any SPGI Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act from and against any and all Liabilities caused by any untrue statement or alleged untrue statement of a material

fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented), the Equity Compensation

Registration Statement or any offering or marketing materials prepared in connection with the SpinCo Financing Transactions or caused

by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

Section 5.03.          SPGI

Indemnification of the SpinCo Group. (a) Effective as of and after the Distribution Time, SPGI shall, and shall cause

the other members of the SPGI Group to, indemnify, defend and hold harmless each member of the SpinCo Group, each Affiliate thereof and

each of their respective past, present and future directors, officers, employees and agents and the respective heirs, executors, administrators,

successors and assigns of any of the foregoing (the “SpinCo Indemnitees”) from and against any and all Liabilities

actually incurred or suffered by any of the SpinCo Indemnitees and arising out of or in connection with (i) any of the SPGI Liabilities,

or the failure of any member of the SPGI Group or any other Person to pay, perform or otherwise discharge any of the SPGI Liabilities,

whether prior to, at or after the Distribution Time, (ii) any breach by SPGI or any member of the SPGI Group of this Agreement or

any Ancillary Agreement and (iii) the ownership or operation of the SPGI Business or the SPGI Assets on or after the Distribution

Date.

(b)            Effective

as of and after the Distribution Time, SPGI shall indemnify, defend and hold harmless each of the SpinCo Indemnitees and each Person,

if any, who controls any SpinCo Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20 of the

Exchange Act from and against any and all Liabilities caused by any untrue statement or alleged untrue statement of a material fact contained

in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented), the Equity Compensation Registration

Statement or any offering or marketing materials prepared in connection with the SpinCo Financing Transactions or caused by any omission

or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading, in each case to the extent, but only to the extent, that such Liabilities are caused by any such

untrue statement or omission or alleged untrue statement or omission based on information furnished by SPGI solely in respect of the SPGI

Group and which information is set forth on Schedule ‎5.03(b), it being agreed that the statements set forth on Schedule ‎5.03(b) shall

be the only information furnished by SPGI in respect of the SPGI Group in the Form 10, the Information Statement, the Equity Compensation

Registration Statement or any offering or marketing materials prepared in connection with the SpinCo Financing Transactions, and all other

information contained in the Form 10, the Information Statement, the Equity Compensation Registration Statement or any offering or

marketing materials prepared in connection with the SpinCo Financing Transactions shall be deemed to be information supplied by SpinCo.

Section 5.04.          Procedures.

(a) The Party seeking indemnification under ‎Section 5.02(a)(i) or ‎Section 5.03 (the “Indemnified

Party”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”)

of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of

which indemnity may be sought hereunder and will provide the Indemnifying Party such information with respect thereto that the Indemnifying

Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations

hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

(b)            The

Indemnifying Party shall be entitled to participate in the defense of any Claim (other than any criminal Claim or Claim brought by a Governmental

Authority) asserted by any Third Party (each, a “Third Party Claim”) and, subject to the limitations set forth in this

‎Section 5.04, if it so notifies the Indemnified Party no later than thirty (30) days after receipt of the notice described in

‎Section 5.04(a), shall be entitled to control and appoint lead counsel for such defense (other than (x) any Claim that

seeks injunctive, equitable or other relief other than monetary damage against the Indemnified Party (provided that such Indemnified Party

shall reasonably cooperate with the Indemnifying Party, at the request of the Indemnifying Party, in seeking to separate any such Claims

from any related Claim for monetary damages), (y) any criminal Claim or (z) any Claim brought by a Governmental Authority),

in each case at its expense; provided that, prior to the Indemnifying Party controlling the defense of such Third Party Claim,

it shall first confirm to the Indemnified Party in writing that, assuming the facts presented to the Indemnifying Party by the Indemnified

Party are true, the Indemnifying Party shall indemnify the Indemnified Party for any such damages to the extent resulting from, or arising

out of, such Third Party Claim. If the Indemnifying Party does not so notify the Indemnified Party, the Indemnified Party shall have the

right to defend or contest such Third Party Claim through counsel chosen by the Indemnified Party that is reasonably acceptable to the

Indemnifying Party, subject to the provisions of this ‎Section 5.04, and if the Indemnifying Party has an indemnification obligation

with respect to such Third Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses

incurred by the Indemnified Party in connection with the defense of such Third Party Claim. If an Indemnifying Party has elected to control

the defense of a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection

with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified

Party for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third Party Claim by such

Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such

defense.

the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of ‎Section 5.04(b),

(i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of

such Third Party Claim, if (x) the settlement does not release the Indemnified Party from all Liabilities with respect to such Third

Party Claim, (y) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its related

Indemnitees, or (z) the settlement involves any admission by the Indemnified Party of wrongdoing or any violation of Applicable Law

or is otherwise materially prejudicial to any such Person and (ii) the Indemnified Party shall be entitled to participate in (but

not control) the defense of such Third Party Claim and, at its own expense, to employ separate counsel (including local counsel as necessary)

of its choice for such purpose; provided that in the event of a conflict of interest between the Indemnifying Party and the applicable

Indemnified Party, the reasonable and documented fees and expenses of such separate counsel (including local counsel as necessary) shall

be at the Indemnifying Party’s expense.

(d)            Each

Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and

shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings,

trials or appeals, as may be reasonably requested in connection therewith.

(e)            Each

Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other

Person alleged to be responsible, for any Liabilities payable under ‎Section 5.02(a)(i) or ‎Section 5.03 and the

reasonable expenses incurred in connection therewith will be treated as Liabilities subject to indemnification hereunder. Notwithstanding

the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise

satisfying any indemnification obligation, pending the outcome of any Action to collect or recover any amounts available under insurance

coverage, and an Indemnified Party need not attempt to collect any such amounts prior to making a claim for indemnification or contribution

or receiving any payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Section 5.05.          Calculation

of Indemnification Amount. Any indemnification amount pursuant to ‎Section 5.02(a)(i) or ‎Section 5.03 shall

be paid (a) net of any amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof)

by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor,

(b) taking into account any commercially reasonable mitigation efforts undertaken by the Indemnified

Party (provided that the costs of such mitigation efforts shall be included in the indemnification amount), and (c) taking into account

any Tax Benefit actually realized by the Indemnified Party (using the methodology set forth in Section 11(d) of the Tax Matters

Agreement to determine the amount of any such Tax Benefit) and any Tax cost incurred by the Indemnified Party arising from the incurrence

or payment of the relevant Liabilities. SPGI and SpinCo agree that, for U.S. federal income tax purposes, any payment made pursuant to

this ‎Article 5 will be treated as provided under Section 12(b) of the Tax Matters Agreement. If the Indemnified Party

receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any

Liabilities, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall

promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received

(net of any out-of-pocket costs or expenses incurred in the collection thereof and any applicable premium adjustments) by the Indemnified

Party from such Third Party insurance policy or Third Party, as applicable. For the avoidance of doubt, no Indemnified Party shall be

entitled to recover under this Agreement for the same Loss more than once, whether pursuant to indemnification, contribution, insurance

proceeds, reimbursement or any combination thereof, and any mitigation obligations shall apply only to the extent commercially reasonable

with respect to the Indemnified Party’s own Losses.

Section 5.06.          Contribution.

If for any reason the indemnification provided for in ‎Section 5.02(a)(i) or ‎Section 5.03 is held to be unenforceable

or is unavailable to any Indemnified Party, or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount

paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative

fault of the SPGI Group, on the one hand, and the SpinCo Group, on the other hand, in connection with the conduct, statement or omission

that resulted in such Liabilities. In case of any Liabilities arising out of or related to information contained in the Form 10 or

any amendment thereof, the Information Statement (as amended or supplemented), the Equity Compensation Registration Statement or any offering

or marketing materials prepared in connection with the SpinCo Financing Transactions, the relative fault of the SPGI Group, on the one

hand, and the SpinCo Group, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or

alleged untrue statement of a material fact or the omission or alleged omission of a material fact relates to information supplied by

SpinCo or any member of its Group, on the one hand, or SPGI or any member of its Group (but solely to the extent such information is set

forth on Schedule ‎5.03(b)), on the other hand.

Section 5.07.          Non-Exclusivity

of Remedies. Subject to ‎Section 5.01, the remedies provided for in this ‎Article 5 are not exclusive and shall

not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity; provided that the

procedures set forth in Sections ‎5.04 and ‎5.05 shall be the exclusive procedures governing any indemnity action brought under

this Agreement. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming

through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted

by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the

assumption of any SpinCo Liabilities by SpinCo or a member of the SpinCo Group on the terms and conditions set forth in this Agreement

or any of the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any SPGI Liabilities by SPGI or

a member of the SPGI Group on the terms and conditions set forth in this Agreement or any of the Ancillary Agreements is void or unenforceable

for any reason; or (c) the provisions of this ‎Article 5 are void or unenforceable for any reason.

Section 5.08.          Survival

of Indemnities. The rights and obligations of any Indemnified Party or Indemnifying Party under this ‎Article 5 shall survive

the sale or other transfer of any Party or any member of its Group of any of its assets, business or liabilities or any merger, consolidation,

business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any member of its

Group.

Section 5.09.          Ancillary

Agreements. If an indemnification or contribution claim is covered by the indemnification or contribution provisions of an Ancillary

Agreement, the claim shall be made under the Ancillary Agreement to the extent applicable and the provisions thereof shall govern such

claim. In no event shall any Party be entitled to double recovery from the indemnification or contribution provisions of this Agreement

and any Ancillary Agreement.

Article 6

Miscellaneous

Section 6.01.          Notices.

Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon

delivery, if delivered by hand, mail, or e-mail transmission to the following addresses:

If to SPGI to:

c/o S&P Global Inc.

55 Water Street

New York, New York 10041

Attention: [***]

E-mail: [***]

with a copy to:

Davis

Polk & Wardwell LLP

450

Lexington Avenue

New

York, New York 10017

Attn:

[***]

Email:

[***]

If to SpinCo to:

Mobility

Global Inc.

5860

Trinity Parkway, Suite 600

Centreville,

Virginia 20120

Attn:

[***]

Email:

[***]

or such other address as such Party may hereafter specify for the purpose

by notice to the other Party. All such notices, requests and other communications shall be deemed received on the date of receipt by the

recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.

Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day

in the place of receipt.

Section 6.02.          Amendments;

No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing

and is signed, in the case of an amendment, by SPGI and SpinCo, or in the case of a waiver, by the Party against whom the waiver is to

be effective.

(b)            No

failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The

rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 6.03.          Expenses.

SPGI and SpinCo shall each bear the costs and expenses incurred or paid in connection with the Restructuring, the Contribution, the Distribution

and any other related transaction, as applicable, set forth below their respective names on Schedule ‎6.03. All other third-party

fees, costs and expenses paid or incurred in connection with the foregoing (except as specifically allocated pursuant to the terms of

this Agreement or any Ancillary Agreement) will be paid by the Party incurring such fees or expenses, whether or not the Distribution

occurs, or as otherwise agreed by the Parties in writing.

Section 6.04.          Successors

and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors

and permitted assigns; provided that neither Party may assign, delegate or otherwise transfer any of its rights or obligations

under this Agreement without the consent of the other Party, except pursuant to Error! Reference source not found.. If any Party

or any of its successors or permitted assigns (a) shall consolidate with or merge into any other Person and shall not be the continuing

or surviving corporation or entity of such consolidation or merger or (b) shall transfer all or substantially all of its properties

and assets to any Person, then, and in each such case, no such consent shall be required and proper provisions shall be made so that the

successors and assigns of such Party shall assume all of the obligations of such Party under the Distribution Documents; provided

that no such assignment shall release the assigning Party from liability for the full performance of its obligations under the Distribution

Documents.

Section 6.05.          Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the

conflicts of law rules of such state.

Section 6.06.          Counterparts;

Effectiveness; Third-party Beneficiaries. This Agreement may be signed in any number of counterparts (which may include counterparts

delivered by any standard form of telecommunication), each of which shall be an original, with the same effect as if the signatures thereto

and hereto were upon the same instrument. The words “execution,” “signed,” “signature,” and words

of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of

manually executed signatures transmitted by any electronic format (including “pdf,” “tif” or “jpg”)

and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including

any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal

effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent

permitted by Applicable Law. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by

the other Party. Until and unless each Party has received a counterpart hereof signed by the other Party, this Agreement shall have no

effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Except for ‎Section 4.07(i), ‎Section 6.12, and the indemnification and release provisions of ‎Article 5, neither

this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon

any Person other than the Parties (and their respective Groups) and their respective successors and permitted assigns.

Section 6.07.          Entire

Agreement. This Agreement and the other Distribution Documents constitute the entire understanding of the Parties with respect to

the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between

the Parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or

warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any Party or any member of their

Group with respect to the transactions contemplated by the Distribution Documents. Without limiting ‎Section 5.09 and subject

to ‎Section 6.08, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and

the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this

Agreement shall control with respect to all other matters; provided that to the extent that there shall be a conflict between the

provisions of this Agreement and the provisions of any Restructuring Agreement, this Agreement shall control with respect to all matters.

Section 6.08.          Tax

and Employee Matters. Except as otherwise provided herein, this Agreement shall not govern (a) Tax matters (including any administrative,

procedural and related matters thereto), which shall be exclusively governed by the Tax Matters Agreement and the Employee Matters Agreement

or (b) employee matters (including any labor, compensation plans, benefit plans and related matters thereto), which shall be exclusively

governed by the Employee Matters Agreement. For the avoidance of doubt, to the extent of any inconsistency between this Agreement and

either of the Tax Matters Agreement or Employee Matters Agreement, the terms of the Tax Matters Agreement or Employee Matters Agreement,

as the case may be, shall govern.

Section 6.09.          Dispute

Resolution. (a) Each Party agrees (on behalf of itself and the other members of its Group (but only for so long as any such member

remains a member of its Group)) that, notwithstanding anything to the contrary in any other agreement (whether currently in existence

or entered in the future), unless expressly set forth otherwise in an Ancillary Agreement, any dispute, claim, or controversy between

any member of the SPGI Group (for so long as its remains a member of the SPGI Group), on the one hand, and any member of the SpinCo Group

(for so long as its remains a member of the SpinCo Group), on the other hand, of any kind whatsoever and regardless of whether arising

under or relating to this Agreement or any of the Ancillary Agreements (each, a “Dispute”) shall be resolved in accordance

with the provisions of this ‎Section 6.09 and ‎Section 6.10. Notwithstanding the foregoing, either Party (on behalf

of itself and the members of its Group) may seek temporary restraining orders, preliminary injunctions or other interim equitable relief

in a court of competent jurisdiction pursuant to Section 6.10 to prevent irreparable harm, without first complying with the negotiation,

escalation or mediation procedures set forth in this Section 6.09; provided that the Parties shall continue to use good faith efforts

to resolve the underlying Dispute in accordance with this Section 6.09. Unless otherwise agreed in writing, the Parties shall continue

to perform their respective obligations under this Agreement and any Ancillary Agreement during the pendency of any dispute or dispute

resolution process relating thereto.

(a)            With

respect to any Dispute, the Party asserting (on behalf of itself or an Affiliate) that a Dispute exists shall notify the other Party (and

any relevant Affiliate of the other Party) of such Dispute (collectively, the “Disputing Parties”) in writing (a “Dispute

Notice”), and the Disputing Parties shall attempt to resolve such Dispute in good faith within thirty (30) days of such receipt.

If the Disputing Parties are unable to resolve such Dispute in such thirty (30) day period, then the Parties shall escalate such Dispute

to each Party’s Chief Executive Officer for resolution.

(b)            If

the Parties’ Chief Executive Officers are unable to resolve such Dispute within thirty (30) days following such escalation, then

either Party may initiate a non-binding mediation by providing written notice (a “Mediation Notice”) to the other Party

within five (5) Business Days following the expiration of the period for negotiation between the Parties’ respective Chief

Executive Officers.

delivery of a Mediation Notice, the applicable Dispute shall be submitted for non-binding mediation administered by JAMS within five (5) Business

Days following such delivery of such Mediation Notice, and the Parties agree to bear equally the costs of such mediation (including any

fees or expenses of the applicable mediator); provided that each Party shall bear its own costs in connection with participating

in such mediation. The Parties agree to participate in good faith in such mediation for a period of forty-five (45) days or such longer

period as the Parties may mutually agree following receipt of such Mediation Notice and scheduling of the mediation (the “Mediation

Period”).

(d)            In

connection with such mediation, the Disputing Parties shall cooperate with JAMS and with one another in selecting a neutral mediator with

relevant industry experience and in scheduling the mediation proceedings during the applicable Mediation Period. If the Parties are unable

to agree on a neutral mediator within five (5) Business Days of submitting a Dispute for mediation pursuant to ‎Section 6.09(c),

the Parties shall contact JAMS for assistance in selecting and appointing a neutral mediator on the Parties’ behalf through the

following process:

(i)             JAMS

will send to each Party a list of ten (10) mediators from the JAMS roster. Each Party shall strike up to four (4) names from

the list, number the remaining names in order of preference (with 1 being the most preferable), and return the list to JAMS within five

(5) Business Days. If a Party does not return the list within five (5) Business Days, all mediators on the list shall be deemed

acceptable.

(ii)            The

mediator(s) stricken by any Party shall be removed from consideration, and JAMS shall invite the remaining mediator with the lowest

cumulative rank to serve as mediator (by way of example only, a mediator with a cumulative rank of 4 shall be preferred over a mediator

with a cumulative rank of 6). In the event of a tie, if necessary, the preferred mediator shall be selected via coin flip.

(iii)           If

the preferred mediator cannot serve for any reason, then JAMS shall invite the next most preferred mediator to serve, and so forth, until

a mediator is appointed.

(e)            The

Parties (on behalf of themselves and their respective Affiliates) further agree that all offers, promises, conduct, and statements, whether

oral or written, made in the course of any such mediation by either Party (or their Affiliates) or their Representatives, and by the applicable

mediator and any employees of JAMS, is confidential, privileged, and inadmissible for any purpose, including impeachment, in any Action

involving the Parties (or their Affiliates), including in any Action pursuant to ‎‎Section 6.10; provided that any

such information that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its

use in such mediation.

(f)             If

(i) neither Party submits a Mediation Notice within five (5) Business Days in accordance with ‎Section 6.09(b), then

following such five (5) Business Day Period, or (ii) the Parties cannot resolve the Dispute for any reason, then on and following

the expiration of the Mediation Period, either party may commence litigation for such Dispute in a court of competent jurisdiction pursuant

to the provisions of ‎‎Section 6.10.

Section 6.10.          Jurisdiction.

The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or

in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Chancery Court of the State of Delaware

and any state appellate court therefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept

jurisdiction over a particular matter, any federal or state court sitting in the State of Delaware and any federal or state appellate

court therefrom), and each of the Parties hereto hereby irrevocably consents (on behalf of itself and its Affiliates) to the exclusive

jurisdiction of such courts in any such Action and irrevocably waives (on behalf of itself and its Affiliates), to the fullest extent

permitted by law, any objection that it may now or hereafter have to the laying of venue for any such Action in any such court or that

any such Action brought in any such court has been brought in an inconvenient forum. Any process or paper to be served in any Action conducted

in accordance with this ‎Section 6.10 may be served anywhere in the world, whether within or without the jurisdiction of any

such court, and the Parties agree that service of any paper or process as provided in ‎‎Section 6.01 hereof shall be deemed

effective service on such Party.

Section 6.11.          WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.12.          Termination.

Notwithstanding any provision of this Agreement to the contrary, the SPGI Board may, in its sole discretion and without the approval of

SpinCo or any other Person, at any time prior to the Distribution terminate this Agreement and the Ancillary Agreements or abandon the

Distribution, whether or not it has theretofore approved this Agreement and the Ancillary Agreements or the Distribution. In the event

this Agreement and the Ancillary Agreements are terminated pursuant to the preceding sentence, this Agreement and the Ancillary Agreements

shall forthwith become void and neither Party nor any of its Affiliates or its or their directors or officers shall have any liability

or further obligation to the other Party or its Affiliates or any other Person by reason of this Agreement or the Ancillary Agreements.

After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of

each of the Parties.

Section 6.13.          Severability.

If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect,

the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or

impaired thereby. Upon such a declaration, the Parties shall modify this Agreement so as to effect the original intent of the Parties

as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated

to the fullest extent possible.

Section 6.14.          Survival.

All covenants and agreements of the Parties contained in this Agreement, and Liability for the breach of any obligations contained herein,

shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 6.15.          Captions.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 6.16.          Interpretation.

In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the

Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of its authorship of any of the

provisions of this Agreement.

Section 6.17.          Specific

Performance. Each Party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions

of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each Party agrees that, if there

is a breach or threatened breach, in addition to any and all other rights and remedies at law or in equity, the other nonbreaching Party

to this Agreement, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary

restraining order, temporary or permanent injunction, attachment, or any other equitable remedy that may then be available to obligate

the breaching Party (a) to perform its obligations under this Agreement or (b) if the breaching Party is unable, for whatever

reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other Party to

this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or

granting liens on, the assets of the breaching Party to secure the performance by the breaching Party of those obligations).

Section 6.18.          Performance.

Each Party shall cause to be performed, and shall guarantee the performance of, all actions, agreements and obligations set forth herein

to be performed by any member of such Party’s Group.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have caused this Agreement to be duly

executed by their respective authorized officers as of the date first above written.

S&P GLOBAL INC.

By:

/s/

Judah Bareli

Name:

Judah Bareli

Title:

Vice President, Associate General Counsel & Corporate Secretary

Mobility Global Inc.

By:

/s/

Taptesh (Tasha) K. Matharu

Name:

Taptesh (Tasha) K. Matharu

Title:

Chief Legal Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2619098d1_ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION

MOBILITY

GLOBAL INC.

MOBILITY

GLOBAL INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES

HEREBYCERTIFY as follows:

FIRST:

The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of Delaware on

September 26, 2025, under the name S&P Mobility Holding Company, Inc. (as amended, through the date hereof, the “Certificate

of Incorporation”).

SECOND:

The Board of Directors of the Corporation, pursuant to a unanimous written consent, adopted resolutions authorizing the Corporation to

amend, integrate and restate the Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto

and made a part hereof (the “Restated Certificate”).

THIRD:

The Restated Certificate restates and integrates and amends the Certificate of Incorporation.

FOURTH:

The Restated Certificate was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of

the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law

of the State of Delaware.

FIFTH:

This Amended and Restated Certificate of Incorporation shall become effective at 12:01 a.m. New York City time, on this 1st

day of July 2026.

* * * *

WITNESS WHEREOF, Mobility Global Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized

officer on this 30th day of June, 2026.

MOBILITY GLOBAL INC.

By:

/s/

Taptesh (Tasha) K. Matharu

Name:

Taptesh (Tasha) K. Matharu

Title:

Chief Legal Officer and Corporate Secretary

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

MOBILITY GLOBAL

INC.

Article 1

Name

The name of the

corporation is Mobility Global Inc. (the “Corporation”).

Article 2

Registered Office And Agent

The address of its

registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware, 19808. The

name of its registered agent at such address Corporation Service Company.

Article 3

Purpose And Powers

The purpose of the

Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the

State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

Article 4

Capital Stock

(A) Authorized

1.            Classes

of Stock. The total number of shares of stock that the Corporation shall have authority to issue is 1,010,000,000, consisting of

1,000,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), and 10,000,000 shares of Preferred

Stock, par value $0.01 per share (the “Preferred Stock”).

2.            Preferred

Stock. The Board of Directors is hereby empowered, without any action or vote by the Corporation’s stockholders (except as

may otherwise be provided by the terms of any class or series of Preferred Stock then outstanding, if any), to authorize by resolution

or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers,

preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof,

if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series,

and to increase or decrease the number of shares of any such class or series to the extent permitted by Delaware Law.

iii

(B) Voting

Rights

Each holder of Common

Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders

generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such,

shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of

designations relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes

or series of Preferred Stock if the holders of such affected class or series of Preferred Stock are entitled, either separately or together

with the holders of one or more other such affected classes or series of Preferred Stock, to vote thereon pursuant to this Amended and

Restated Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock)

or pursuant to Delaware Law.

Article 5

Bylaws

The Board of Directors

shall have the power to adopt, amend or repeal, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the

“Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or this

Amended and Restated Certificate of Incorporation.

The stockholders

may adopt, amend or repeal the Bylaws only with the affirmative vote of the holders of not less than a majority of the voting power of

all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class.

Article 6

Board of Directors

(A)           Power

of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

(B)           Number

of Directors. The number of directors which shall constitute the Board of Directors shall, as of the date this Amended and Restated

Certificate of Incorporation becomes effective, shall be fixed exclusively by one or more resolutions adopted from time to time solely

by the affirmative vote of a majority of the Board of Directors.

of Directors.

1.            The

directors shall be elected at each annual meeting, and shall hold office until the next succeeding annual meeting and until their successor

shall have been duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or

removal from office. In no event will a decrease in the number of directors shorten the term of any incumbent director.

2.            There

shall be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the Bylaws so

provide.

(D)           Newly

Created Directorships and Vacancies. Vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification,

removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise

required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining

director, and each director so elected shall hold office until the next succeeding annual meeting and until his or her successor shall

have been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

(E)           Removal.

Any director may be removed at any annual or special stockholders’ meeting, with or without cause, upon the affirmative vote of

the holders of not less than a majority of the total voting power of all securities of the Corporation at that time entitled to vote

generally in the election of directors, voting together as a single class.

(F)           Preferred

Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred

Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies,

removal and other features of such directorships shall be governed by the terms of such class or series of Preferred Stock adopted by

resolution or resolutions adopted by the Board of Directors pursuant to Article 4(A) hereto, and such directors so elected

shall not be subject to the provisions of this Article 6 unless otherwise provided therein.

Article 7

Meetings of Stockholders

(A)           Annual

Meetings. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction

of such other business as may properly come before the meeting shall be held at such place, on such date, and at such time as the Board

of Directors shall determine.

(B)           Special

Meetings. Special meetings of the stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted

by a majority of the Board of Directors. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred

Stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms

of such class or series of Preferred Stock adopted by resolution or resolutions of the Board of Directors pursuant to Article 4(A) hereto,

special meetings of holders of such Preferred Stock.

Action by Written Consent. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, if any,

as may be set forth in the resolution or resolutions adopted by the Board of Directors pursuant to ‎Article 4(A) hereto

for such class or series of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders

may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law,

as amended from time to time, and this ‎Article 7 and may not be taken by written consent of stockholders without

a meeting.

Article 8

Indemnification

(A)           Limited

Liability. To the fullest extent permitted by Delaware Law, no director or officer of the Corporation shall be personally liable

to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment,

repeal or elimination of this ‎Article 8, or the adoption of any provision of the Amended and Restated Certificate of

Incorporation inconsistent with this ‎Article 8, shall not affect its application with respect to an act or omission

by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph,

“officer” shall have the meaning provided in Section 102(b)(7) of the Delaware Law as amended from time to time.

(B) Right

to Indemnification.

1.            Each

person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is

involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the

Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified

and held harmless by the Corporation to the fullest extent permitted by Delaware Law. The right to indemnification conferred in this

‎Article 8 shall also include the right to be paid by the Corporation the expenses incurred in connection with any such

proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law. The right to indemnification conferred

in this ‎Article 8 shall be a contract right.

2.            The

Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation

to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by Delaware Law.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee

or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in

any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify

such person against such liability under Delaware Law.

(D)           Nonexclusivity

of Rights. The rights and authority conferred in this ‎Article 8 shall not be exclusive of any other right that any

person may otherwise have or hereafter acquire.

(E)           Preservation

of Rights. Neither the amendment nor repeal of this ‎Article 8, nor the adoption of any provision of this Amended

and Restated Certificate of Incorporation or the Bylaws, nor, to the fullest extent permitted by Delaware Law, any modification of law,

shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any

event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding

(or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

Article 9

Forum Selection

(A)           Forum

Selection. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by

law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any

action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or stockholder

of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant

to any provision of Delaware Law, the Bylaws or this Certificate of Incorporation or as to which Delaware Law confers jurisdiction on

the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of

the law of the State of Delaware, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State

of Delaware does not have jurisdiction, the federal district court for the District of Delaware); provided that, for the avoidance of

doubt, the foregoing provision, including for any “derivative action”, will not apply to suits to enforce a duty or liability

created by the Securities Act of 1933 (the “Securities Act”), the Exchange Act or any other claim for which there

is exclusive federal or concurrent federal and state jurisdiction. Unless the Corporation consents in writing to the selection of an

alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising

under the Securities Act, or any rule or regulation promulgated thereunder, shall be the federal district courts of the United States.

The Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of

Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall have

the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in

any other forum. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation

shall be deemed to consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of

Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction,

the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this ‎Article 9

with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this ‎Article 9

(an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding

by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity.

Article 10

Amendments

The Corporation

reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law and all rights

and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.

vii

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2619098d1_ex3-2.htm · Sequence: 4

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

MOBILITY GLOBAL INC.

* * * * *

Effective July 1, 2026

Capitalized terms used in these Amended and Restated

Bylaws (as the same may be further amended and/or restated from time to time, the “Bylaws”) but not otherwise defined

herein shall have the meanings given such terms under the Corporation’s Amended and Restated Certificate of Incorporation filed

with the Secretary of State of the State of Delaware on July 1, 2026 (as amended and/or restated from time to time, the “Certificate

of Incorporation”).

Article 1

Offices

Section 1.01.         Registered

Office. The registered office of Mobility Global Inc. (the “Corporation”) shall be in the City of Wilmington, County

of New Castle, State of Delaware.

Section 1.02.         Other

Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of

Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation

may require.

Section 1.03.         Books.

The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine

or the business of the Corporation may require.

Article 2

Meetings of Stockholders

Section 2.01.         Time

and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, or

at no place (by means of remote communication), on such date and at such time as may be determined from time to time by the Board of Directors

(or the Chairperson of the Board of Directors in the absence of a designation by the Board of Directors). The Board of Directors may,

in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means

of remote communication as authorized under Delaware Law. If no determination is made by the Board of Directors, the place of meeting

shall be the principal executive offices of the Corporation.

Section 2.02.         Annual

Meetings. An annual meeting of stockholders, commencing with the year 2027, shall be held for the election of directors and to transact

such other business as may properly be brought before the meeting in accordance with these Bylaws.

Section 2.03.         Special

Meetings. Unless otherwise provided by the Certificate of Incorporation, special meetings of the stockholders may be called only by

the Chief Executive Officer.

Section 2.04.         Notice

of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever stockholders are required or permitted to take any action

at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means

of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting,

and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General

Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), the Certificate

of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”) or these Bylaws,

such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled

to vote at such meeting. The Board of Directors or the chairperson of the meeting may adjourn the meeting to another time or place (whether

or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote

communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced

at the meeting at which such adjournment is made or provided in any other manner permitted by Delaware Law. At the adjourned meeting,

the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than

30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given

to each stockholder of record entitled to vote at the meeting.

(b)         A

written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled

to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting

shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting,

at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted

at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05.         Quorum.

Unless otherwise provided under the Certificate of Incorporation or these Bylaws and subject to Delaware Law, the presence, in person

or by proxy, of the holders of a majority of the voting power of all outstanding securities of the Corporation generally entitled to vote

at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present

or represented at any meeting of the stockholders, the chairperson of the meeting or a majority in voting power of the stockholders present

in person or represented by proxy may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall

be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted

that might have been transacted at the meeting as originally notified.

Section 2.06.         Voting.

(a) Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall

be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital

stock of the Corporation held by the Corporation shall have no voting rights. Except as otherwise required by law, the Certificate of

Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the holders of a majority

of the votes cast at the meeting on the subject matter shall be the act of the stockholders. Abstentions and broker non-votes shall not

be counted as votes cast. Subject to the rights of the holders of any class or series of Preferred Stock to elect additional directors

under specific circumstances, as may be set forth in the certificate of designations for such class or series of Preferred Stock, directors

shall be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and

entitled to vote on the election of directors.

(b)         Each

stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a

meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed

by such stockholder or by their attorney thereunto authorized, or by proxy sent by any means of electronic communication permitted by

law, which results in a writing from such stockholder or by their attorney, and delivered to the secretary of the meeting. No proxy shall

be voted after three (3) years from its date, unless said proxy provides for a longer period.

Section 2.07.         No

Action by Consent. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, as may be set

forth in the certificate of designations for such class or series of Preferred Stock, any action required or permitted to be taken at

any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed

and called in accordance with Delaware Law and may not be taken by written consent of stockholders without a meeting.

Section 2.08.         Organization.

At each meeting of stockholders, the Chairperson of the Board of Directors, if one shall have been elected, or in the Chairperson’s

absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting,

shall act as chairperson of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairperson

of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09.         Order

of Business. The order of business at all meetings of stockholders shall be as determined by the chairperson of the meeting.

iii

Section 2.10.         Nomination

of Directors and Proposal of Other Business.

(a)          Annual

Meetings of Stockholders. (i) Nominations of persons for election to the Board of Directors or the proposal of other business

to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s

notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof duly

authorized, (C) as may be provided in the certificate of designations for any class or series of Preferred Stock or (D) by any

stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in paragraph ‎(ii) of

this ‎‎Section 2.10(a) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies

with the procedures set forth in this ‎‎Section 2.10(a), and, except as otherwise required by law, any failure to comply

with these procedures shall result in the nullification of such nomination or proposal. For the avoidance of doubt, the foregoing clause

‎(D) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders

(other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the

Exchange Act).

(ii)            For

nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause ‎(D) of

paragraph ‎(i) of this ‎‎Section 2.10(a), the stockholder must have given timely notice thereof in writing to the

Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors)

must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed and

received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than

120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that

in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70

days after such anniversary date then to be timely such notice must be received by the Secretary of the Corporation no earlier than 120

days prior to such annual meeting and no later than the later of 90 days prior to the date of the meeting or the 10th day

following the day on which public announcement of the date of the meeting was first made by the Corporation. The minimum timeliness requirements

of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Securities

Exchange Act of 1934 (as amended (together with the rules and regulations promulgated thereunder), the “Exchange Act”),

including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the

Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of any meeting,

or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as

described above and a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the

time periods set forth in above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf

(or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate

for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such

annual meeting.

Notwithstanding

anything in this ‎Section 2.10

to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting

of stockholders is increased effective after the time period for which nominations would otherwise be due under this ‎Section 2.10

and there is no public announcement by the Corporation naming the nominees for the additional directorships or specifying the size of

the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting of stockholders,

a stockholder’s notice required by this ‎Section 2.10

shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if it shall be

delivered to, and received by, the Secretary at the principal executive offices of the Corporation not later than the 10th

day following the day on which such public announcement is first made by the Corporation.

(iii)           A

stockholder’s notice to the Secretary shall set forth:

(A)            as

to each person whom the stockholder proposes to nominate for election or reelection as a director:

(1)            the

name, age, business address and residence address of such person;

(2)            the

principal occupation or employment of such person;

(3)            (i) for

each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and

proof of any such beneficial ownership) by such person and any affiliates or associates (each within the meaning of Rule 12b-2 promulgated

under the Exchange Act for purposes of these Bylaws) of such person, including any such shares that such person, or any affiliates or

associates of such person, has the right to acquire beneficial ownership of, (ii) the name of each nominee holder of shares of all

capital stock of the Corporation owned beneficially (and proof of any such beneficial ownership) but not of record by such person or any

affiliates or associates of such person, and the number of such shares of each class or series of capital stock held by each such nominee

holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of, (iii) any agreement,

arrangement, relationship or understanding pursuant to which such person, or any affiliates or associates of such person, has a right

to vote any shares of any security of the Corporation, (iv) a description of any agreement, arrangement or understanding (including,

regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants,

convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered

into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to

create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such person,

or any affiliates or associates of such person, with respect to the Corporation’s securities, and (v) any direct or indirect

interest of such person, or any affiliates or associates of such person, in any employment agreement, collective bargaining agreement

or consulting agreement with the Corporation;

(4)            all

information relating to such person, or any affiliates or associates of such person, that is required to be disclosed in solicitations

of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act;

(5)            all

completed and signed questionnaires in the same form as those questionnaires required of the Corporation’s directors (which will

be provided to such person within 5 business days following a written request therefor);

(6)            a

statement that such person has read the Corporation’s corporate governance guidelines and any other Corporation policies and guidelines

applicable to directors (which will be provided to such person within 5 business days following a written request therefor), and a written

agreement from such person to adhere to the foregoing policies and guidelines, as amended from time to time, if he or she is elected as

a director;

(7)            an

executed agreement by such person: (i) consenting to serve as a director if elected and (if applicable) to being named in a proxy

statement and/or form of proxy relating to the meeting at which directors are to be elected, along with a representation that such person

intends to serve a full term as a director if elected, and (ii) that such person is not and will not become a party to (x) any

direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any other person or entity other

than the Corporation, in each case in connection with candidacy or service as a director of the Corporation (a “Third-Party Compensation

Arrangement”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice

from the stockholder required by this ‎Section 2.10, (y) any agreement, arrangement or understanding, including the amount

of any payment or payments received or receivable thereunder, with any other person or entity as to how such person would vote or act

on any issue or question as a director (a “Voting Commitment”) that has not been fully disclosed to the Corporation

prior to, or concurrently with, the submission of the notice from the stockholder required by this ‎Section 2.10 or (z) any

Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation,

with such person’s fiduciary duties under applicable law; and

(8)            such

other information reasonably requested by the Corporation to determine whether such person is qualified under the Certificate of Incorporation,

these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to

the Corporation to serve as a director and/or independent director of the Corporation;

(B)            as

to any other business that the stockholder proposes to bring before the meeting:

(1)            a

brief description of the business desired to be brought before the meeting;

(2)            the

text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business

includes a proposal to amend these Bylaws, the text of the proposed amendment);

(3)            the

reasons for conducting such business; and

(4)            any

substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the

beneficial owner, if any, on whose behalf the proposal is made;

to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

(1)            the

name and address of such stockholder (as they appear on the Corporation’s books) and any such beneficial owner;

(2)            a

representation as to whether such stockholder or such beneficial owner has complied with all applicable legal requirements in connection

with its acquisition of shares or other securities of the Corporation;

(3)            a

written agreement from such stockholder that it is a holder of record of stock of the Corporation entitled to vote at such meeting and

intends to appear at the meeting in person or through a qualified representative (as defined in ‎Section 2.10(c)(ii)) to make

such nomination or proposal;

(4)            in

the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) will not submit any

substitute nominations unless they are made within the time periods set forth in this ‎Section 2.10 and the stockholder and the

substitute nominees will otherwise comply with this ‎Section 2.10;

vii

(5)            in

the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it (or they) has not, and shall not,

nominate a number of nominees (inclusive of substitutes) that exceeds the number of directors to be elected at the annual meeting; and

(6)            a

written agreement that such stockholder (and such beneficial owner) shall (i) update and supplement the notice required by this ‎Section 2.10,

if necessary, so that the information provided or required in such notice shall be true and correct as of the record date for determining

the stockholders entitled to receive notice of the annual meeting, and as of the date that is 5 business days prior to the meeting or

any adjournment or postponement thereof and (ii) deliver such update and supplement so that it is received by the Secretary at the

principal executive offices of the Corporation (A) not later than the later of (x) 5 business days after the record date for

determining the stockholders entitled to receive notice of the annual meeting and (y) 5 business days after the first public announcement

of such record date, in the case of any update and supplement required to be made as of the record date, and (B) not later than 5

business days before the meeting or any adjournment or postponement thereof, in the case of any update and supplement required to be made

as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the

obligation to update and supplement as set forth in this ‎Section 2.10 or any other section of these Bylaws shall not limit the

Corporation’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these

Bylaws or enable or be deemed to permit a stockholder who has previously submitted a stockholder’s notice under these Bylaws to

amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions

proposed to be brought before a meeting of stockholders;

(D)            as

to each of the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, and, if

such stockholder or beneficial owner is an entity, each person controlling, controlled by or under common control with such stockholder

or beneficial owner (each such person or entity contemplated by this clause ‎(D), a “Proposing Person”):

(1)            for

each class or series, the number of shares of capital stock of the Corporation that are held of record or are beneficially owned (and

proof of any such beneficial ownership) by such Proposing Person, or any associates (within the meaning of Rule 12b-2 promulgated

under the Exchange Act for purposes of these Bylaws) of such Proposing Person, including any such shares that such Proposing Person, or

any associates of such Proposing Person, has the right to acquire beneficial ownership of;

viii

(2)            the

name of each nominee holder of each class or series of capital stock of the Corporation that are owned beneficially (and proof of any

such beneficial ownership) but not of record by such Proposing Person, or any associates of such Proposing Person, and the number of such

shares of each class or series of capital stock of the Corporation held by each such nominee holder, including any such shares that such

nominee holder has the right to acquire beneficial ownership of;

(3)            a

description of any agreement, arrangement, relationship or understanding pursuant to which such Proposing Person, or any associates of

such Proposing Person, has a right to vote any shares of any security of the Corporation;

(4)            a

description of any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving

the Corporation or any of its officers or directors, or any affiliate of the Corporation;

(5)            a

description of (i) any plans or proposals which any such Proposing Person may have with respect to securities of the Corporation

that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D (regardless of whether the requirement to

file a Schedule 13D is applicable) and (ii) any agreement, arrangement or understanding (including the identity of the parties thereto)

with respect to the nomination or other business between or among such Proposing Parties and any other parties, including without limitation

any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether

the requirement to file a Schedule 13D is applicable), in each case as of the date the notice required by this ‎Section 2.10

is delivered to the Corporation by the stockholder, or beneficial owner in such business, if any, presenting the nomination or other proposal;

(6)            a

description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short

positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights,

hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement

or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price

changes for, or increase or decrease the voting power of, such Proposing Person, or any associates of such Proposing Person, with respect

to the Corporation’s securities;

(7)            a

written representation as to whether any Proposing Person, or any other participant as defined in Item 4 of Schedule 14A under the Exchange

Act, will engage in a solicitation with respect to such nomination or other business and, if so, whether such solicitation will be conducted

as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the

amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and

(x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver a proxy statement

and/or form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry

the proposal, (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person

or group will deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange

Act Rule 14a-16(a) or Exchange Act Rule 14a-16(n), a proxy statement and/or form of proxy to holders of at least sixty-seven

percent (67%) of the voting power of the Corporation’s capital stock entitled to vote generally in the election of directors and/or

(z) whether such person or group intends to otherwise solicit proxies or votes from holders in support of such proposal or nomination

(for purposes of this clause ‎(7), the term “holders” shall include, in addition to stockholders of record, any beneficial

owners pursuant to Rule 14b-1 and Rule 14b-2 of the Exchange Act);

(8)            a

representation that promptly after any Proposing Person solicits the holders of the Corporation’s stock referred to in the representation

required under the preceding clause, and in any event no later than 5 business days before the applicable meeting, such Proposing Person

will provide the Corporation with reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting

in good faith), which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating

that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Corporation’s

stock;

(9)            any

direct or indirect interest of such Proposing Person, or any associates of such Proposing Person, in any contract (including, in any such

case, any employment agreement, collective bargaining agreement or consulting agreement) with the Corporation, or any affiliate of the

Corporation;

(10)          any

other information relating to such Proposing Person, or any associates of such Proposing Person, or proposed business that would be required

to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of

such nominee or proposal pursuant to Section 14 of the Exchange Act; and

(11)          such

other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed

item of business is a proper matter for stockholder action.

(b)          Special

Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s

notice of meeting, then nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made

by any stockholder who is a stockholder of record at the time of giving of notice provided for in this ‎‎Section 2.10(b) and

at the time of the special meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this

‎‎Section 2.10(b); provided, however, that the number of nominees a stockholder may nominate for election at

the special meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of

nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number

of directors to be elected as such special meeting. For nominations to be properly brought by a stockholder before a special meeting of

stockholders pursuant to this ‎‎Section 2.10(b), the stockholder must have given timely notice thereof in writing to the

Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal

executive offices of the Corporation (A) not earlier than 120 days prior to the date of the special meeting nor (B) later than

the later of 90 days prior to the date of the special meeting and the 10th day following the day on which public announcement

of the date of the special meeting was first made by the Corporation. A stockholder’s notice to the Secretary shall comply with

the notice requirements of ‎‎Section 2.10(a)(iii). The minimum timeliness requirements of this paragraph shall apply despite

any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to

any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder

and not otherwise specified herein. In no event shall the adjournment, recess or postponement of a special meeting, or any announcement

thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such

notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the

stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to the preceding provisions of this

‎Section 2.10, and such stockholder shall be obligated to provide the same supplemental or additional information in connection

with a special meeting of stockholders as required pursuant to the preceding provisions of this ‎Section 2.10 in connection with

an annual meeting of stockholders.

(i) No person shall be eligible to be nominated by a stockholder to be elected or reelected at any meeting of stockholders to serve

as a director of the Corporation unless nominated in accordance with the procedures set forth in this ‎Section 2.10. No business

proposed by a stockholder shall be conducted at a stockholder meeting except in accordance with this ‎Section 2.10.

(ii)          Without

limiting any remedy available to the Corporation, and unless otherwise determined by the Board of Directors, the Chairperson of the Board

of Directors or the chairperson of the meeting, a stockholder may not present nominations for director or business proposals at an annual

or special meeting of stockholders (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding

proxies or votes may have been solicited and/or received with respect thereto, if such stockholder, any beneficial owner, any Proposing

Person or any nominee or substitute nominee for director: (A) acted contrary to any representation, statement, certification or agreement

required by the applicable provisions of these Bylaws; (B) otherwise failed to comply with these Bylaws or with any law, rule or

regulation identified in these Bylaws, including all applicable requirements of the Exchange Act and the rules and regulations thereunder

with respect to the matters set forth in this ‎‎Section 2.10; provided, however, that any references in these

Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements

applicable to nominations or proposals as to any other business to be considered pursuant to this ‎Section 2.10; or (C) provided

information to the Corporation (whether required by these Bylaws or otherwise) that is false, misleading, inaccurate or incomplete in

any material respect. The Board of Directors, the Chairperson of the Board of Directors or the chairperson of the meeting shall, if the

facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these

Bylaws or that business was not properly brought before the meeting, and if he/she should so determine, he/she shall so declare to the

meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding

the foregoing provisions of this ‎‎Section 2.10, unless otherwise required by law, if the stockholder (or a qualified representative

of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other

proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding

that proxies in respect of such vote may have been received by the Corporation and counted for purposes of determining a quorum. For purposes

of this ‎‎Section 2.10, to be considered a qualified representative of the stockholder, a person must be a duly authorized

officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission

delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing

or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Notwithstanding anything to the contrary

in these Bylaws, unless otherwise required by law, if any Proposing Person (i) provides notice pursuant to Rule 14a-19(b) promulgated

under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b))

with respect to any proposed nominee for election as a director of the Corporation and (ii) subsequently fails to comply with the

requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide

reasonable evidence sufficient to satisfy the Corporation that such Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated

under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded,

notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy

materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed

nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if

any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed

a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person, shall deliver

to the Corporation, no later than 5 business days prior to the applicable meeting, reasonable evidence that it has met the requirements

of Rule 14a-19(a)(3) promulgated under the Exchange Act.

xii

(iii)          Compliance

with paragraphs ‎(a) and ‎(b) of this ‎Section 2.10 shall be the exclusive means for a stockholder to make

nominations or submit other business (other than as provided in ‎Section 2.10(c)(iv)).

(iv)          Notwithstanding

anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this ‎‎Section 2.10

shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8

under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation

to solicit proxies for the meeting of stockholders.

(v)           Any

stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or special meeting of stockholders

must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board

of Directors.

(vi)          For

purposes of these Bylaws, “business day” means any day other than Saturday, Sunday or a day on which banks are closed in New

York City, New York; and “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation

on any calendar day, whether or not the day is a business day.

Article 3

Directors

Section 3.01.         Number,

Election and Term of Office. The Board of Directors shall consist of not less than 3 nor more than 15 directors, with the exact number

of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Board. As set

forth in Article 6 of the Certificate of Incorporation, the directors shall be elected at each annual meeting, and shall hold office

until the next succeeding annual meeting and until their successor shall have been duly elected and qualified, or until such director’s

earlier death, resignation, retirement, disqualification or removal from office. In no event will a decrease in the number of directors

shorten the term of any incumbent director. Directors need not be stockholders.

xiii

Section 3.02.         Quorum

and Manner of Acting. Unless the Certificate of Incorporation or these Bylaws require a greater number, a majority of the Board of

Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise

expressly required by law or by the Certificate of Incorporation, the act of a majority of the directors present at a meeting at which

a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a

quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which

the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted

at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat shall

adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.03.         Time

and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware,

and at such time as may be determined from time to time by the Board of Directors (or the Chairperson of the Board of Directors in the

absence of a determination by the Board of Directors).

Section 3.04.         Annual

Meeting. The Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business,

as soon as practicable after each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting

is not so held, the annual meeting of the Board of Directors may be held at such place, if any, either within or without the State of

Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in ‎‎Section 3.06

herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.05.         Regular

Meetings. After the place, if any, and time of regular meetings of the Board of Directors shall have been determined and notice thereof

shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.06.         Special

Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors or the President and

shall be called by the Chairperson of the Board of Directors, President or the Secretary, on the written request of three directors. Notice

of special meetings of the Board of Directors shall be given to each director at least 48 hours before the date of the meeting in such

manner as is determined by the Board of Directors.

Section 3.07.         Committees.

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at

any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another

member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to

the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board

of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed

to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving

or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders

for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee shall keep regular minutes of its

meetings and report the same to the Board of Directors when required.

xiv

Section 3.08.         Action

by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be

taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board

of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented,

signed and delivered in any manner permitted by Delaware Law. After an action is taken, the consent or consents relating thereto shall

be filed with the minutes of proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are

maintained.

Section 3.09.         Telephonic

Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any

committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case

may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting

can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.10.         Resignation.

Any director may resign from the Board of Directors at any time by giving notice to the Board of Directors or to the Secretary of

the Corporation. Any such notice must be in writing or by electronic transmission to the Board of Directors or to the Secretary of the

Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified

in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.11.         Newly

Created Directorships and Vacancies. Unless otherwise provided in the Certificate of Incorporation, vacancies on the Board of Directors

resulting from death, resignation, retirement, disqualification, removal or otherwise and newly created directorships resulting from any

increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in

office (although less than a quorum) or by the sole remaining director and each director so elected shall hold office until the next succeeding

annual meeting and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation,

retirement, disqualification or removal. If there are no directors in office, then an election of directors may be held in accordance

with Delaware Law. Unless otherwise provided in the Certificate of Incorporation, when one or more directors shall resign from the Board

of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have

the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective,

and each director so chosen shall hold office as provided in the filling of the other vacancies.

Section 3.12.         Removal.

Any director may be removed at any annual or special stockholders’ meeting, with or without cause, upon the affirmative vote

of the holders of not less than a majority of the total voting power of all securities of the Corporation at that time entitled to vote

generally in the election of directors, voting together as a single class.

Section 3.13.         Compensation.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix

the compensation of directors, including fees and reimbursement of expenses, including for service on a committee of the Board.

Section 3.14.         Preferred

Stock Directors. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred

Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies,

removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board

of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections

‎3.01, ‎3.11 and ‎3.12 of this ‎‎Article 3 unless otherwise provided therein.

Article 4

Officers

Section 4.01.         Principal

Officers. The principal officers of the Corporation shall be appointed by the Board of Directors and may consist of a Chief Executive

Officer, a Chief Financial Officer, a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among

other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation

may also have such other principal officers, including one or more Controllers, as the Board of Directors may in its discretion appoint.

One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices

and perform the duties of President and Secretary.

Section 4.02.         Appointment,

Term of Office and Remuneration. The principal officers of the Corporation shall be appointed by the Board of Directors in the manner

determined by the Board of Directors. Each such officer shall hold office for such period as the Board of Directors may from time to time

determine and until their successor is appointed, or until their earlier death, resignation, retirement, disqualification or removal.

The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled

in such manner as the Board of Directors shall determine.

Section 4.03.         Subordinate

Officers. In addition to the principal officers enumerated in ‎‎Section 4.01 herein, the Corporation may have one or

more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as

the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time

determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers,

agents or employees.

xvi

Section 4.04.         Removal.

Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time,

by resolution adopted by the Board of Directors.

Section 4.05.         Resignations.

Any officer may resign at any time by giving notice to the Board of Directors (or to a principal officer if the Board of Directors

has delegated to such principal officer the power to appoint and to remove such officer). Any such notice must be in writing. The resignation

of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless

otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.         Powers

and Duties. The officers of the Corporation shall have such powers and perform such duties as generally pertain to their respective

offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

Article 5

Capital Stock

Section 5.01.         Certificates

For Stock; Uncertificated Shares. The shares of the Corporation shall be in book-entry, uncertificated form, provided that the Board

of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated

shares or a combination of certificated and uncertificated shares. Except as otherwise required by law, the rights and obligations of

the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class

and series shall be identical. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or

in the name of the Corporation by any two authorized officers of the Corporation representing the number of shares registered in certificate

form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed

or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before

such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent

or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02.         Lost

Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore

issued by it that is alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or

destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any

claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such

new certificate or uncertificated shares.

Section 5.03.         Transfer

Of Shares. Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder

thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt

of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney

and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.

xvii

Section 5.04.         Authority

for Additional Rules Regarding Transfer. The Board of Directors shall have the power and authority to make all such rules and

regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the

stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require

of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient

to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection

therewith.

Article 6

Indemnification

Section 6.01.         Limited

Liability. To the fullest extent permitted by Delaware Law, no director or officer of the Corporation shall be personally liable to

the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Solely for purposes of

this paragraph, “officer” shall have the meaning provided in Section 102(b)(7) of the Delaware Law as amended from

time to time.

Section 6.02.         Right

to Indemnification. (a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened

to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative

or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or while an officer or director

of the Corporation is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint

venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable

law. The right to indemnification conferred in this ‎‎Article 6 shall also include the right to be paid by the Corporation

the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by applicable

law. The right to indemnification conferred in this ‎Article 6 shall be a contract right, provided, however, that, except with

respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim

brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated

by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

(b)          The

Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to

such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by applicable law.

Section 6.03.         Insurance.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee

or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any

such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such

person against such liability under applicable law.

xviii

Section 6.04.         Nonexclusivity

of Rights. The rights and authority conferred in this ‎‎Article 6 shall not be exclusive of any other right that any

person may otherwise have or hereafter acquire.

Section 6.05.         Preservation

of Rights. Neither the amendment nor repeal of this ‎‎Article 6, nor the adoption of any provision of the Certificate

of Incorporation or these Bylaws, nor, to the fullest extent permitted by applicable law, any modification of law, shall adversely affect

any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission

that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof)

relating to such event, act or omission arises or is first threatened, commenced or completed).

Article 7

General Provisions

Section 7.01.         Fixing

the Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of

stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon

which the resolution fixing such record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor

less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date

for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such

record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date

is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders

shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of

business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice

of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board

of Directors may in its discretion or as required by law fix a new record date for determination of stockholders entitled to vote at the

adjourned meeting, and in such case shall fix the same date or an earlier date as the record date for stockholders entitled to notice

of such adjourned meeting.

(b)          In

order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the

purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which

the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which

the Board of Directors adopts the resolution relating thereto.

xix

Section 7.02.         Dividends.

Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay

dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of

the capital stock of the Corporation.

Section 7.03.         Year.

The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 7.04.         Corporate

Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate

Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 7.05.         Voting

of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote

at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may

hold stock.

Section 7.06.         Amendments.

These Bylaws or any of them, may be altered, amended or repealed, or new Bylaws may be made, by the stockholders entitled to vote

thereon at any annual or special meeting thereof or by the Board of Directors as provided in the Certificate of Incorporation. Unless

a higher percentage is required by the Certificate of Incorporation as to any matter that is the subject of these Bylaws, all such amendments

must be approved by the affirmative vote of the holders of not less than a majority of the voting power of all outstanding securities

of the Corporation generally entitled to vote in the election of directors, voting together as a single class, or by a majority of the

Board of Directors.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619098d1_ex10-1.htm · Sequence: 5

Exhibit 10.1

Execution

Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished supplementally to the SEC upon request.

[***] Certain information in this document has been excluded

pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private

or confidential.

TRANSITION SERVICES AGREEMENT

dated as of

June 30, 2026

between

S&P

Global Inc.

and

MOBILITY GLOBAL INC.

TABLE OF CONTENTS

Page

Article

Definitions

Section 1.01 .

Definitions

Section 1.02 .

Other Definitional and Interpretative Provisions

Article 2

Purchase and Sale of Services

Section 2.01 .

Provision and Receipt of Services

Section 2.02 .

Termination of Services

Section 2.03 .

Service Provider Affiliates and Third-Party Providers

Section 2.04 .

Third-Party Licenses and Consents

Section 2.05 .

Third-Party Providers

Article 3

Service Costs; Other Charges

Section 3.01 .

Service Costs Generally

Section 3.02 .

Right to Offset

Section 3.03 .

Taxes

Section 3.04 .

Invoicing and Settlement of Service Costs

Article 4

The Services

Section 4.01 .

Standards of Service

Section 4.02 .

Changes to the Services

Section 4.03 .

Compliance Matters

Section 4.04 .

Management of Services

Section 4.05 .

Policies and Procedures

Section 4.06 .

Limitations

Section 4.07 .

Service Coordinators

Section 4.08 .

Migration Plan

Article 5

Disclaimer, Liability

And Indemnification

Section 5.01 .

Indemnification of Service

Provider by SpinCo

Section 5.02 .

Indemnification of SpinCo by Service Provider

Section 5.03 .

Third-Party Claim Procedures

Section 5.04 .

Calculation of Damages

Section 5.05 .

Exclusion Of Warranties

Section 5.06 .

Limitation of Liability

Article 6

Term and Termination

Section 6.01 .

Term

Section 6.02 .

Termination

Section 6.03 .

Effect of Termination

Article 7

Additional Agreements

Section 7.01 .

Intellectual Property

Section 7.02 .

Data Protection Laws and Processing of Personal

Information

Section 7.03 .

Access to Information

Section 7.04 .

Employment and Labor Matters

Section 7.05 .

Confidentiality

Article 8

Miscellaneous

Section 8.01 .

No Agency; Independent Contractor Status

Section 8.02 .

Force Majeure

Section 8.03 .

Entire Agreement

Section 8.04 .

Notices

Section 8.05 .

Governing Law

Section 8.06 .

Dispute Resolution

Section 8.07 .

WAIVER OF JURY TRIAL

Section 8.08 .

Severability

Section 8.09 .

Amendments and Waivers

Section 8.10 .

Successors and Assigns

Section 8.11 .

Expenses

Section 8.12 .

Specific Performance

Section 8.13 .

Counterparts; Effectiveness; No Third-Party Beneficiaries

Section 8.14 .

Further Assurances

Schedule A

Services

Schedule B

Data Processing Addendum

TRANSITION SERVICES AGREEMENT

This TRANSITION

Services Agreement (this “Agreement”) dated as of June 30, 2026 (the “Effective Date”)

is being entered into by and between S&P Global Inc., a New York corporation (“Service Provider”), and Mobility

Global Inc., a Delaware corporation (“SpinCo”). SpinCo and Service Provider may each be referred to herein as a “Party”

and collectively as the “Parties.”

RECITALS

WHEREAS, Service Provider and SpinCo have entered

into a Separation and Distribution Agreement, dated as of June 30, 2026 (as such agreement may be amended from time to time, the

“Separation Agreement”) pursuant to which, among other things, Service Provider has agreed to separate the SpinCo Business

from the SPGI Business and to distribute the SpinCo Common Stock to the holders of the S&P Common Stock as of the Record Date, in

each case, on the terms and subject to the conditions set forth in the Separation Agreement; and

WHEREAS, in connection with the transactions contemplated

by the Separation Agreement, Service Provider has agreed to provide (or cause to be provided) to the Service Recipients (as defined below)

certain services for a transition period following the Distribution Time in accordance with the terms and subject to the conditions set

forth herein.

NOW, THEREFORE, in consideration of the foregoing

and the representations, warranties, covenants and agreements contained herein, the Parties hereby agree as follows:

Article 1

Definitions

Section 1.01. Definitions. Any capitalized

term that is used, but not defined, herein shall have the meaning assigned to such term in the Separation Agreement. In addition, for

the purpose of this Agreement, the following terms shall have the meanings set forth below.

“Early Termination Costs” means,

with respect to a Service, any out-of-pocket costs that Service Provider has incurred, or reasonably expects to incur, as a result of

SpinCo’s termination of such Service pursuant to Section 2.02(b) or Service Provider’s termination of such

Service pursuant to ‎Section 6.02(b) or ‎Section 6.02(c), including costs related to terminating

any commitments made to, or in respect of, personnel or Third-Party Providers to provide such terminated Service (including early termination

charges, kill fees, wind-down costs or reasonable minimum volume makeup fees), or prepaid expenses related to such terminated Service.

“IT Systems” means any and all

websites, applications, databases, systems, networks, software, hardware, firmware, middleware and other information technology equipment.

“Reference Period” means the

twelve (12) month period prior to the Distribution Time.

“Service Period” means, with

respect to a Service (as defined below), the period commencing on the Effective Date and ending at the close of business on the earlier

of (a) the date such Service is terminated in accordance with ‎Section 2.02 or ‎4.03, (b) the expiration

of the term of such Service set forth on Schedule A, or (c) the date this Agreement is terminated in accordance with ‎Section 6.01

or ‎6.02; provided that no Service shall be provided for a period extending beyond the date that is eighteen (18) months

following Distribution Date.

“Services” means the services

set forth on Schedule A, as such Schedule may be amended from time to time in accordance with this Agreement.

“Sublicensable” means, with

respect to Intellectual Property Rights, that the applicable Party or its Affiliate has the right to grant the sublicenses or rights granted

by such Party or its Affiliate to such Intellectual Property Rights pursuant to Sections 7.01(b) and 7.01(c) without

any additional fees or other consideration payable to the licensor as a direct result of granting such sublicense other than those payable

in accordance with Sections 2.04, 2.05 and 3.01.

Section 1.02. Other Definitional and Interpretative

Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this

Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein

are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections,

Exhibits and Schedules are to Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules

annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any

capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement.

Where there is any inconsistency between the definitions set out in ‎Section 1.01 and the definitions set

out in any other Section or any Schedule or Exhibit, then, for the purposes of construing such Section or Schedule or Exhibit,

the definitions set out in such Section or Schedule or Exhibit shall prevail. The word “extent” in the phrase “to

the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if.” Any

singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written”

and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References

to any statute, law or other Applicable Law shall be deemed to refer to such statute, law or other Applicable Law as amended from time

to time and, if applicable, to any rules or regulations promulgated thereunder. References to any agreement or contract are to that

agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof. References to any Person

include the successors and permitted assigns of that Person. In the computation of periods of time from a specified date to a later specified

date, the word “from” means “from and including” and the words “to” and “until” mean “to

but excluding” and the word “through” means “to and including.” References to “$” are to United

States dollars. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

The word “or” shall not be exclusive (i.e., “or” shall mean “and/or”). The word “shall”

shall have the same meaning as “will” and vice versa. All references to any time herein shall refer to Eastern Time. The Parties

have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation

arises, this Agreement shall be construed as if drafted jointly by such Parties and no presumption or burden of proof shall arise favoring

or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Article 2

Purchase and Sale of Services

Section 2.01. Provision and Receipt of

Services.

(a)            On

the terms and subject to the conditions of this Agreement and in consideration for the Service Costs (as defined below) payable by SpinCo

pursuant to ‎Article 3, during the applicable Service Period, Service Provider shall provide (or cause to be provided)

the Services to SpinCo and its applicable Affiliates (collectively, the “Service Recipients”), which Services shall

be available only for the purposes of conducting the SpinCo Business. A description of each Service to be provided by Service Provider

to the Service Recipients hereunder is set forth in Schedule A.

(b)            Except

for the Services expressly contemplated to be provided in accordance with the provisions of this Agreement (including ‎Section 2.01(c),

if applicable), neither Service Provider, nor any other Service Provider Party (as defined below), shall have any obligation to provide

(or cause to be provided) any services to the Service Recipients. Notwithstanding anything herein to the contrary, in no event shall Service

Provider or any other Service Provider Party be required to provide (or cause to be provided) any (i) legal, financial, accounting

or tax advice or (ii) any of the services identified in Schedule A as an excluded service to the Service Recipients (the “Excluded

Services”). Any provision by or on behalf of Service Provider to the Service Recipients of any Excluded Services shall be discontinued

as of the Effective Date.

during the Term (as defined below), a Party identifies a service that is not included on Schedule A that (i) Service Provider

provided (or caused to be provided) to the SpinCo Business during the Reference Period in connection with the ordinary course operation

of the SpinCo Business and (ii) is necessary to operate the SpinCo Business in substantially the same manner as the SpinCo Business

had been operated during the Reference Period, and, in each case, is not an Excluded Service (each, an “Additional Service”),

then upon written request of SpinCo, Service Provider shall provide (or cause to be provided) such Additional Service to the Service Recipients,

and the Parties shall negotiate in good faith the terms of the provision of such Additional Service (including with respect to cost and

duration); provided that (A) the Parties did not previously discuss whether such Additional Service would be provided under

this Agreement prior to the Effective Date, (B) Service Provider and its Affiliates did not permanently discontinue the provision

of such Additional Service to the SpinCo Business during the Reference Period, (C) Service Provider is reasonably able to provide

(or cause the provision of) such Additional Service on a reasonably timely basis, and (D) SpinCo is not reasonably able to procure

on a reasonably timely basis (including through the use of a Third-Party Provider) the provision of such Additional Service; provided

further that (x) subject to Section 3.01, the Service Costs for any such Additional Service shall be calculated in a manner

consistent with the methodology used for calculating the Service Costs of the Services most similar to such Additional Service (which

shall not, for the avoidance of doubt, be less than Service Provider’s actual costs (including overhead allocation) to provide such

Additional Service, including amounts required to be paid to any third parties and flat or one-time costs to stand up and dissolve such

Additional Service) and (y) no Additional Service shall be provided for a Service Period extending beyond eighteen (18) months following

the Distribution Date. To the extent that the Parties reach a written agreement with respect to the provision and receipt of such Additional

Service (including the Service Costs, the Service Period and any other relevant terms regarding such Additional Services), the Parties

shall cooperate and act in good faith to add such Additional Service to Schedule A. Service Provider’s provision and the

Service Recipients’ receipt of any Additional Services shall be deemed part of the “Services” provided under this Agreement,

in each case subject to the terms and conditions of this Agreement. For the avoidance of doubt, any failure by the Parties to amend Schedule

A to include an Additional Service as described in this ‎Section 2.01(c) shall not excuse Service Provider from

providing such Additional Service or SpinCo from paying any Service Costs or any other payment required to be made by SpinCo pursuant

to this Agreement for any such Additional Service to the extent Service Provider provides, or causes the provision of, such Additional

Service.

Section 2.02. Termination of Services.

(a)            Any

Service may be terminated as of a date that is earlier than the expiration of the Service Period upon the mutual written consent of the

Parties, and, in such case, Schedule A shall be deemed amended to delete such Service as of such date, and this Agreement shall

be of no further force and effect with respect to such Service, except as to obligations or liabilities accrued pursuant to this Agreement

through the date of termination of such Service, or in connection with such termination.

(b)            Unless

a different notice period is specified for a Service in Schedule A and except with respect to payroll and benefits Services, which

shall require no less than sixty (60) days’ advance written notice to terminate, SpinCo may elect to terminate any Service by providing

no less than thirty (30) days’ advance written notice to Service Provider (a “Termination Notice”) at any time,

and, in such case, subject to ‎Section 2.02(c), the applicable Service shall terminate on the termination date specified

in the Termination Notice (or such other date mutually agreed in writing by the Parties) and Schedule A shall be deemed amended

to delete such Service as of the termination date, and this Agreement shall be of no further force and effect with respect to such Service,

except as to obligations or liabilities accrued pursuant to this Agreement prior to the date of termination of such Service, or in connection

with such termination.

Service may be terminated by SpinCo pursuant to ‎Section 2.02(b) above without the termination of any other Service;

provided that, if it is technically infeasible or commercially impracticable to terminate one Service without terminating one or

more other Services, SpinCo shall be required to concurrently terminate all such Services for which separate termination would be technically

infeasible or commercially impracticable (such required termination, an “Interdependency Termination”). Within a reasonable

period of time following receipt of any Termination Notice (but in no event more than fifteen (15) Business Days following any receipt

thereof), Service Provider shall provide SpinCo with written notice (a “Service Provider Notice”) of (i) any Early

Termination Costs and (ii) whether termination of such Service will (A) require an Interdependency Termination or (B) otherwise

affect the performance of any other Services (“Other Service Implications”). The Service Provider Notice shall set

forth the amount of, or a good faith estimate (to the extent the exact amount is not yet known by Service Provider) of, the Early Termination

Costs and an overview of the Interdependency Terminations and Other Service Implications (if any). SpinCo may withdraw its Termination

Notice by delivering a withdrawal notice within ten (10) Business Days following the receipt of such Service Provider Notice. If

SpinCo does not withdraw its Termination Notice within such period, such Termination Notice will be final and irrevocable (including as

to any Interdependency Termination or Other Service Implications), and SpinCo shall reimburse Service Provider for all Early Termination

Costs incurred by Service Provider as a result of such early termination. Such reimbursement shall be made by SpinCo to Service Provider

in accordance with ‎Section 3.04. The Parties agree to cooperate in good faith and use all commercially reasonable efforts

to avoid or mitigate the incurrence of any Early Termination Costs, and to minimize any Interdependency Terminations or Other Service

Implications. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, (x) SpinCo shall have no

obligation to pay or reimburse any Early Termination Costs or other amounts not actually incurred by Service Provider and (y) SpinCo

shall not be responsible for any costs or expenses incurred by Service Provider in connection with winding down, exiting, restructuring

or otherwise ceasing any aspect of Service Provider’s business, operations or third-party arrangements supporting the SpinCo Business

as of the Effective Date that would have otherwise been incurred by Service Provider as a result of the transactions contemplated by the

Separation Agreement.

Section 2.03. Service Provider Affiliates

and Third-Party Providers. In providing, or otherwise making available, the Services to the Service Recipients, Service Provider may,

in its sole discretion, use its own personnel or the personnel of any of its Affiliates, or employ the services of contractors, subcontractors,

vendors or other third-party providers (each, a “Third-Party Provider”); provided that, subject to ‎Section 2.05,

Service Provider shall remain responsible for ensuring that its obligations with respect to such Services, including the Services Standard

(as defined below), are satisfied with respect to all Services provided by any Service Provider Party and that each Service Provider Party

complies with the terms and conditions of this Agreement. Each of Service Provider, its Affiliates, and any Third-Party Provider used

by Service Provider to provide Services, including each of their respective officers, employees, partners who are natural persons (in

the case of a partnership), consultants, contractors, workers and agents, shall be referred to as a “Service Provider Party.”

The Parties acknowledge that Service Provider may be required to pay certain fees and expenses to Third-Party Providers to provide Services

to the Service Recipients (which fees and expenses shall, for the avoidance of doubt, be reflected in the Service Costs consistent with

Section 3.01), and the Parties agree to cooperate in good faith and use commercially reasonable efforts to avoid or mitigate

such fees and expenses.

Section 2.04. Third-Party Licenses and

Consents. Each Party shall use (and shall cause its Affiliates and, in the case of Service Provider, any applicable Third-Party Providers

to use) its commercially reasonable efforts to obtain, and to keep and maintain in effect, all governmental or third-party licenses and

consents required for the provision of any Service, including with respect to access and use of any third-party software, in accordance

with the terms of this Agreement; provided that if a Service Provider Party is unable to obtain any such license or consent, Service

Provider shall promptly (but in no event no later than two (2) Business Days after becoming aware of such fact) notify SpinCo in

writing and the Parties shall cooperate in good faith and use commercially reasonable efforts to implement an appropriate alternative

arrangement. As between the Parties, the costs relating to obtaining any such licenses or consents shall be split evenly between the Parties

(i.e., 50/50). In no event shall Service Provider be required to pay any money or other consideration (unless SpinCo agrees to reimburse

Service Provider therefor) or grant any accommodation to any Person (including any amendment to any contract) or to initiate any claim

or proceeding against any Person in order to obtain any such licenses or consents; provided that Service Provider shall not incur

any such costs without the prior written consent of SpinCo. If any such license, consent or alternative arrangement is not available despite

the commercially reasonable efforts of Service Provider or as a result of SpinCo failing to bear the incurrence of costs relating to obtaining

any such license or consent for the Services, Service Provider shall not be required to provide the affected Services.

Section 2.05. Third-Party Providers.

If Service Provider receives written notice from any Third-Party Provider that such Person intends to terminate a service pursuant to

which Service Provider provides a Service to any Service Recipient or any Third-Party Provider fails to provide for any reason a service

pursuant to which Service Provider provides a Service to any Service Recipient, then Service Provider shall use commercially reasonable

efforts to secure the continued provision of that service from such Third-Party Provider, itself or its Affiliates (to the extent practicable)

or an alternative service provider; provided that in no event shall Service Provider be required to pay any money or other consideration

(unless SpinCo agrees to reimburse Service Provider therefor) or grant any material concession to any Person (including any material amendment

to any contract) or to initiate any claim or proceeding against any Person in connection therewith; provided, further, that Service

Provider shall not incur any such costs without the prior written consent of SpinCo. Without duplication of any amount included in the

Service Costs for the applicable Service, the costs relating to obtaining any such continued provision of service from a Third-Party Provider

or alternative service provider shall be split evenly between the Parties (i.e., 50/50). If Service Provider is unable to secure such

continued provision of service from such Third-Party Provider or an alternative service provider despite its commercially reasonable efforts,

Service Provider shall not be required to provide the affected Service.

Article 3

Service Costs; Other Charges

Section 3.01. Service Costs Generally.

In consideration for the Services provided hereunder, SpinCo agrees to pay to Service Provider (or the Service Provider Party designated

by Service Provider) fees and costs for each Service to be provided under this Agreement as set forth opposite such Service on Schedule

A (any such fees and costs being referred to herein as “Service Costs”). For the avoidance of doubt, except as

expressly set forth herein or in Schedule A, the Service Costs for each Service shall commence on the Effective Date. The Parties

intend and agree that this Agreement provides for the orderly and efficient separation of the SpinCo Business from the SPGI Business following

the Distribution Time and that the methods of calculation of the Service Costs hereunder shall permit Service Provider to receive full

reimbursement for all reasonably apportioned actual overhead, administrative and supervisory costs and expenses incurred by Service Provider

or its Affiliates in connection with the provision of the Services consistent with the manner in which Service Provider charges or receives

reimbursement from its Affiliates from time to time (including all pertinent cost components, together with any other amounts agreed to

in writing by the Parties). If at any time Service Provider reasonably believes that the Service Costs are insufficient to compensate

it for the actual costs of providing any Services it is obligated to provide (or cause to be provided) hereunder based on the manner in

which Service Provider charges or receives reimbursement from its Affiliates from time to time, Service Provider shall notify SpinCo and

Service Provider shall adjust the pricing of such Services for the remainder of the Service Period (and, if applicable, invoice SpinCo

for any true-up amounts for previously invoiced Service Costs). Notwithstanding anything in this Agreement to the contrary and for the

avoidance of doubt, (a) Service Provider can only adjust the Service Costs during the Term in a manner that (i) is consistent

with its current practices, (ii) is not arbitrary, and (iii) does not disadvantage SpinCo relative to Service Provider and its

Affiliates; (b) Service Costs shall only include the portion of such actual overhead, administrative and supervisory costs and expenses

to the extent such portion is attributable to providing the Services to SpinCo under this Agreement; (c) Service Provider shall be

solely responsible for the portion of any such overhead, administrative and supervisory costs and expenses that is attributable to the

SPGI Business or that otherwise benefits Service Provider or its Affiliates outside of the provision of the Services; (d) SpinCo

shall have no obligation to pay or reimburse any portion of any such costs or expenses not actually incurred by Service Provider or its

Affiliates; and (e) the Service Costs shall not include, and SpinCo shall not be responsible for, any costs or expenses incurred

by Service Provider in connection with winding down, exiting, restructuring or otherwise ceasing any aspect of Service Provider’s

business, operations or third-party arrangements supporting the SpinCo Business as of the Effective Date that would have otherwise been

incurred by Service Provider as a result of the transactions contemplated by the Separation Agreement independent of the provision of

Services under this Agreement.

Section 3.02. Right to Offset. Except

as otherwise set forth in Schedule A or in Section 2.09(c) of the Separation Agreement, SpinCo hereby unconditionally

and irrevocably waives any rights of set-off, netting, offset, recoupment, or similar right that SpinCo has or may have with respect to

the payment of the Service Costs or any other payments to be made by SpinCo pursuant to this Agreement; provided that SpinCo may

withhold disputed amounts pending resolution under Section 3.04(c).

Section 3.03. Taxes.

(a)            Without

duplication of any amount included in the Service Costs, SpinCo (or its applicable Affiliate) shall be responsible for and shall pay all

applicable sales, use, excise, services, transfer, payroll, employment or similar taxes, levies and charges (other than VAT (as defined

below), which is the subject of ‎Section 3.03(c)), together with any interest, penalties and additions thereto (“Service

Taxes”) imposed by or payable with respect to applicable taxing authorities on the provision of the Services to the Service

Recipients or on any payment hereunder. Such Service Taxes shall be itemized on invoices submitted by Service Provider to SpinCo pursuant

to Section 3.04(a). If Service Provider or any Affiliate of Service Provider is required to pay any part of such Service Taxes,

Service Provider (or Affiliate) shall provide SpinCo with evidence that such Service Taxes have been paid. Service Taxes shall be incremental

to other payments or charges identified in this Agreement. If Service Provider or any of its Affiliates is required to pay any part of

such Service Taxes, SpinCo (or its applicable Affiliate) shall reimburse Service Provider (or its applicable Affiliate) for such Service

Taxes. For the avoidance of doubt, Service Provider and not SpinCo shall be responsible for any interest, penalties, fees, or additions

to tax that were caused by Service Provider’s failure to timely pay Service Taxes as required by Applicable Law, gross negligence

or willful misconduct. Each Party shall, and shall cause its Affiliates to, use commercially reasonable efforts to avail itself of any

available exemptions from such Service Taxes and to cooperate with the other Party in providing any information or documentation that

may be necessary to obtain such exemptions.

(b)            All

sums payable under this Agreement shall be paid free and clear of all deductions or withholdings in respect of any taxes, levies or charges

unless the deduction or withholding is required by Applicable Law, in which event SpinCo shall promptly notify Service Provider of such

required withholding and the amount of the payment due from SpinCo (or its applicable Affiliate) shall be increased (such increase, an

“Additional Amount”) to an amount which after any withholding or deduction leaves an amount equal to the payment which

would have been due if no such deduction or withholding had been required. SpinCo shall withhold (or cause to be withheld) such taxes,

levies or charges and pay (or cause to be paid) such withheld amounts over to the applicable taxing authority in accordance with the requirements

of the Applicable Law and provide Service Provider with an official receipt confirming payment. The Parties agree to use commercially

reasonable efforts to reduce or eliminate taxes, levies or charges (including, without limitation, pursuant to any applicable double taxation

or similar treaty) or receive a refund of, or to claim a tax credit for, such taxes, for which an Additional Amount would otherwise be

payable under this ‎Section 3.03(b). For the avoidance of doubt, if SpinCo secures a refund of any such taxes, the benefit

of any such refund shall inure exclusively to SpinCo.

anything done by Service Provider under this Agreement is a supply on which VAT is chargeable, SpinCo shall pay to Service Provider (in

addition to any other amounts payable under this Agreement) an amount equal to any VAT so chargeable. Where SpinCo is obligated under

this Agreement to reimburse Service Provider for any fee, cost, charge or expense, the amount which SpinCo is required to pay in respect

of such matter shall include any VAT incurred by Service Provider (or any member of a group to which Service Provider belongs for VAT

purposes). “VAT” shall mean value added tax as levied in accordance with (but subject to derogation from) Council Directive

2006/112/EC or any similar tax outside the European Union.

Section 3.04. Invoicing and Settlement

of Service Costs.

(a)            Unless

Schedule A provides otherwise or the Parties agree in writing to a different arrangement, Service Provider shall invoice SpinCo

on a monthly basis (not later than thirty (30) days following the applicable month) during the Service Period for Service Costs and any

applicable Service Taxes incurred hereunder in respect of the prior month, including reasonable supporting data (the date of delivery

of such invoice, the “Invoice Date”); provided that no delay in delivery of an invoice shall affect SpinCo’s

obligation to pay the full amount of such invoice (subject to ‎Section 3.04(c)). All such invoices and payments shall

be made in U.S. dollars.

(b)            SpinCo

agrees to pay, on or before the date that is thirty (30) days after the Invoice Date (such date, the “Payment Date”),

by wire transfer of immediately available funds payable to the order of Service Provider or to such account or accounts designated by

Service Provider, all undisputed amounts specified in the invoice delivered pursuant to ‎Section 3.04(a). If SpinCo fails

to pay any invoiced amount on or before the applicable Payment Date, SpinCo shall be obligated to pay, in addition to the past due amount,

interest on such amount at a rate of twelve percent (12%) per annum, compounded monthly from the applicable Payment Date through the date

payment is fully and effectively made; provided that such interest rate shall not exceed the maximum rate permitted by Applicable

Law.

there is a good faith dispute (an “Invoice Dispute”) between Service Provider and SpinCo regarding any amount set forth

in any invoice, the disputing Party shall promptly (and in any event, no later than fifteen (15) days following the applicable Invoice

Date) notify the other Party in writing (each such notice, an “Invoice Dispute Notice”) of each amount that is the

subject of the Invoice Dispute (the “Invoice Dispute Amount”) and the basis therefor. If the Invoice Dispute concerns

a Service delivered by Service Provider or its Affiliates without relying on a Third-Party Provider, the Invoice Dispute Amount shall

be excluded from the amount due pursuant to ‎Section 3.04(b) until resolution of the Invoice Dispute in accordance

with the procedures set forth in this ‎Section 3.04(c); provided that any undisputed portion of such invoice shall

be included in the calculation of the amount due pursuant to ‎Section 3.04(b) and paid in accordance with ‎Section 3.04(b).

If the Invoice Dispute concerns a Service delivered by Service Provider or its Affiliates pursuant to an agreement with a Third-Party

Provider, SpinCo shall pay the Invoice Dispute Amount (and in the case of an Invoice Dispute Amount that is a recurring cost, continue

to pay such amounts) to Service Provider pursuant to ‎Section 3.04(b) and SpinCo shall not be entitled to deduct

or withhold such amount from Service Provider in respect of any other Services. The Parties shall cooperate and use their commercially

reasonable efforts to resolve such Invoice Dispute. If the Parties are unable to resolve the Invoice Dispute within fifteen (15) Business

Days after the applicable Party’s receipt of the Invoice Dispute Notice, then either Party may refer the Invoice Dispute for resolution

to a mutually agreed upon independent accounting firm of recognized national standing (the “Invoice Accounting Referee”),

which shall determine the disputed amounts payable. The determinations of the Invoice Accounting Referee shall be final and binding on

the Parties. The fees and expenses of the Invoice Accounting Referee shall be borne (i) solely by SpinCo if the disputed items submitted

to the Invoice Accounting Referee by SpinCo are unsuccessfully disputed (as finally determined by the Invoice Accounting Referee), (ii) solely

by Service Provider if the disputed items submitted to the Invoice Accounting Referee by SpinCo are successfully disputed (as finally

determined by the Invoice Accounting Referee), and (iii) by the Parties in proportion to the relative success of each Party with

respect to such disputed items, based on the aggregate amount of the disputed items that are resolved in favor of each Party, if the Invoice

Accounting Referee determines that SpinCo was successful in part and unsuccessful in part. If, based on the determinations of the Invoice

Accounting Referee any amount is owed by one Party to the other Party, then the applicable Party shall promptly pay such amount, which

in no event shall be less than thirty (30) days following the Invoice Accounting Referee’s final determination for the dispute.

Article 4

The Services

Section 4.01. Standards of Service.

(a)            Unless

Schedule A indicates otherwise or the Parties agree in writing to a different arrangement, Service Provider shall provide (or cause

to be provided) the Services hereunder (i) in a manner, volume, nature, quality and standard of care that is substantially the same

in all material respects as that of similar services that Service Provider provided (or caused to be provided) to the SpinCo Business

in the ordinary course of business during the Reference Period, and (ii) consistent with any service levels identified on Schedule

A (the “Services Standard”).

(b)            SpinCo

shall (and shall cause its Affiliates and its and their respective Representatives to) make any and all relevant assets, information,

facilities, IT Systems and applications or other materials of the SpinCo Business available to Service Provider for the provision

of the Services. Service Provider shall not be responsible for any inability to provide a Service or any delay in doing so to the extent

that such inability or delay is the result of the failure of the Service Recipients to timely provide any of the foregoing or any other

access, materials, information, or cooperation used in or reasonably necessary for Service Provider to provide such Service.

Parties acknowledge and agree that Service Provider is not in the business of providing the Services to independent third parties and

is providing the Services on a transitional basis only.

Section 4.02. Changes to the Services.

It is understood and agreed that Service Provider may from time to time modify, substitute, supplement or otherwise alter any Service

provided to the Service Recipients, including changing Third-Party Providers, in a manner that is generally consistent with modifications,

substitutions, supplements or other alterations made for similar services provided or otherwise made available by Service Provider to

the SPGI Business or as required by Applicable Law; provided that if the applicable Service is exclusively used by the Service

Recipients, Service Provider shall seek SpinCo’s consent (not to be unreasonably withheld, conditioned or delayed) prior to making

any such modification, substitution, supplementation or other alteration (it being understood that no such modification, substitution,

supplementation or other alteration shall be undertaken with the intent of disadvantaging SpinCo relative to Service Provider or its Affiliate’s

own organization). Service Provider shall furnish to SpinCo substantially the same notice (in content and timing), if any, as Service

Provider furnishes to its own organization with respect to such modifications, substitutions, supplements or other alterations. In the

event that any such modification, substitution, supplementation or other alteration materially adversely impacts the SpinCo Business,

the Parties shall engage in good faith discussions to mitigate any such impact vis-à-vis the SpinCo Business. For the avoidance

of doubt, any such modification, substitution, supplement or other alteration, or any temporary suspensions or interruptions to the Services

arising out of Service Provider’s or any other Service Provider Party’s system maintenance activities, including as contemplated

in ‎Section 4.05(b), will not be considered a breach of this Agreement and will not entitle SpinCo to an extension of

the Service Period for any impacted Services.

Section 4.03. Compliance Matters.

(a)            In

connection with this Agreement, each Party shall comply, and shall ensure that its Affiliates and its and their respective Representatives

comply, with all Applicable Laws and all generally applicable policies or procedures of any Service Provider Party or Service Recipient

as provided to the other Party in advance in writing. Notwithstanding anything in this Agreement to the contrary, Service Provider shall

not be required to perform or cause to be performed any Service (or portion thereof) or any other obligation or action in connection with

this Agreement that, in its reasonable opinion, conflicts with or violates any Applicable Law.

(b)            If

the performance of any Service subjects Service Provider or any of its Affiliates to a reasonable risk of violating Applicable Law or

any Third-Party Provider’s policies or procedures, then Service Provider may immediately upon providing written notice of such fact

to SpinCo (it being understood that Service Provider shall provide SpinCo with advance notice to the extent such notice is reasonably

practicable under the circumstances and permitted by Applicable Law) suspend performance of such Service without liability; provided

that the Parties will use commercially reasonable efforts to promptly amend this Agreement to the extent necessary to revise the provision

of such Service as nearly as possible to accomplishing the purpose of the intended Service in a mutually satisfactory manner and in a

way that does not violate Applicable Law or any Third-Party Provider’s policies or procedures, and amend the applicable Service

Costs (if necessary). With respect to any Service where performance has been suspended pursuant to this ‎Section 4.03(b),

unless and until the Parties are able to agree upon such an amendment to this Agreement, neither Party will have any obligation to the

other Party with respect to such Service; provided that SpinCo shall remain liable for all Service Costs and Service Taxes owed

and payable in respect of Services provided prior to the suspension of such Service.

Section 4.04. Management of Services. Except

as may otherwise be expressly provided in this Agreement, the management of and control over the provision of the Services, as between

the Parties, shall reside solely with Service Provider, and subject to the Services Standard, Service Provider shall be permitted to choose

the methodology, systems and applications it utilizes in the provision of such Services.

Section 4.05. Policies and Procedures;

IT Systems and Data.

(a)            Each

Party shall (and shall cause its Affiliates and its and their respective Representatives to) (i) not permit any access to, access,

or attempt to obtain access to, use or interfere with any IT Systems owned or licensed by the other Party or its Affiliates, or any data

(including any Personal Information or Confidential Information) owned, controlled, used or processed by the other Party or its Affiliates

(“Data”), except to the extent required to do so to provide or receive the Services (as applicable); (ii) limit

access to such IT Systems and Data to its Representatives with a need to have such access in connection with the provision or receipt

of the Services (as applicable); (iii) implement and maintain reasonable security measures to protect such IT Systems and Data to

which it has access pursuant to this Agreement from access, destruction, alteration, or loss of such IT Systems and Data by unauthorized

third parties, and the introduction of any “back door,” “time bomb,” “Trojan Horse,” “worm,”

“drop dead device,” “virus” or other computer software routine intended or designed to disrupt, disable, harm

or otherwise impede in any manner the operation of such IT Systems, which are no less rigorous than those otherwise maintained for its

own IT Systems and Data; (iv) not permit any access to or use such IT Systems or Data by any third party other than as authorized

by prior written consent of the other Party; (v) not disable, damage or erase or disrupt or impair the normal operation of such IT

Systems; and (vi) comply with the security policies and procedures of the other Party and its Affiliates that are applicable to the

use of the other Party’s IT Systems and Data, as provided to such Party in advance in writing (as may be updated from time to time

in the ordinary course of business). Each Party acknowledges and agrees that any access to IT Systems provided to it by the other Party

or its Affiliates in connection with this Agreement shall be via a secure method selected by the Party providing such access in its sole

discretion.

(b)            Each

Party shall (and shall cause its Affiliates and its and their respective Representatives to) comply with the internal policies, procedures,

rules and regulations of the other Party as provided to such Party in writing in advance (as may be updated from time to time) applicable

to (i) the use of the other Party’s information technology systems, computers, networks, telephone systems, software, data,

equipment and other facilities in connection with the Services or (ii) such Party’s conduct while on the other Party’s

premises or utilizing the other Party’s facilities in connection with the Services, in each case to the extent such policies, procedures,

rules or regulations are applicable to the other Party’s own organization.

Party hereby acknowledges that (i) each Party retains the right to protect the confidentiality and security of its IT Systems and

Data, (ii) each Party and its Affiliates may, in the ordinary course of business, update its respective IT Systems, including those

that may relate to the provision or receipt of the Services (as applicable) and (iii) each Party shall have the right to shut down

temporarily, including for maintenance or upgrade purposes, the operation of any of its facilities or IT Systems providing or receiving

any Service. In the case of the foregoing clause (iii), with respect to the Services dependent on the operation of such facilities or

IT Systems, Service Provider shall be temporarily relieved of its obligations hereunder to provide such Services, and SpinCo shall be

relieved of its obligations to pay any applicable Service Costs, during the period that such facilities or IT Systems are so shut down

or suspended in compliance with this Agreement, including under this ‎Section 4.05(c), but, in the case such shutdown

or suspension is to Service Provider’s facilities or IT Systems, Service Provider shall use commercially reasonable efforts to minimize

each period of shutdown or suspension and the impact it has on such Services and the SpinCo Business. In the event that either Party reasonably

anticipates that a shutdown or suspension period will exceed forty-eight (48) hours, such Party shall promptly provide written notice

to the other Party of the same, and such notice shall include the anticipated duration of the shutdown or suspension period, a description

of the impacted Services and, to the extent available, a description of efforts taken to minimize such shutdown or suspension period.

(d)            In

the event that either Party becomes aware of an actual or suspected unauthorized, accidental or unlawful access, acquisition, use, exfiltration,

theft, disablement, destruction, loss, alteration, disclosure, or transmission of any IT Systems, Confidential Information or Personal

Information of the other Party or any of its Affiliates or that is reasonably likely to relate to or otherwise affect any Service (including

any data processing activities provided as part of any Service) or any Confidential Information or Personal Information of the other Party

or its Affiliates (each, a “Cybersecurity Incident”), then such Party shall promptly without undue delay notify the

other Party of the existence of the Cybersecurity Incident in accordance with the requirements in the Data Processing Addendum set forth

in Schedule B hereunder. The notifying Party shall provide reasonable information regarding the nature and scope of the Cybersecurity

Incident and shall cooperate with the other Party in investigating, mitigating, and remediating the Cybersecurity Incident and determining

the nature and scope of any required notifications under any Applicable Laws.

Section 4.06. Limitations.

(a)            It

is understood that the Services to be provided to the Service Recipients under this Agreement shall only be provided for the purposes

of conducting the SpinCo Business and facilitating an orderly separation of the SpinCo Business from the SPGI Business following the Distribution

Time. Neither SpinCo, nor any of its Affiliates or Representatives, may resell, license the use of or otherwise permit the use by others

of any Services, except with the prior written consent of Service Provider.

(b)            In

providing the Services, in each case except as expressly set forth herein or on Schedule A, no Service Provider Party shall be

obligated to: (i) hire or engage, or maintain the employment of, any specific employee or Third-Party Provider; (ii) initiate

any claim or proceeding against any Person; (iii) purchase, lease or license any additional equipment, hardware or Intellectual

Property Rights; or (iv) upgrade any equipment, hardware or Intellectual Property Rights.

acknowledges and agrees that the Services provided by Service Provider and its Affiliates through Third-Party Providers or using third-party

Intellectual Property Rights are subject to the terms and conditions of any applicable agreements between Service Provider and its Affiliates

and such Third-Party Providers. SpinCo shall comply, and cause its Affiliates and its and their respective Representatives to comply,

with the terms of such agreements to the extent they are relevant to the receipt of the Services and have been provided in advance to

SpinCo.

Section 4.07. Service Coordinators.

Service Provider and SpinCo shall each nominate a representative to act as the primary contact person with respect to the provision and

receipt of the Services (the “Service Coordinators”). The initial Service Coordinators shall be [***] for Service Provider

and [***] for SpinCo. Each Party may change its Service Coordinator from time to time at its sole discretion by providing prior written

notice to the other Party (including contact information for such Service Coordinator). Unless otherwise agreed to in writing by the Parties,

all communications relating to the day-to-day provision and receipt of the Services shall be directed to the Service Coordinators. The

Service Coordinators shall work in good faith and use commercially reasonable efforts to effectuate a smooth transition of the Services

from Service Provider to SpinCo (or its designee) on the terms and subject to the conditions set forth in this Agreement. The Service

Coordinators (or their respective delegates) shall meet or confer, by telephone or in person, from time to time as necessary, and at least

once per month or otherwise as the Parties agree, during the Term in order to promote open and efficient communication regarding effective

and coordinated performance of, and the resolution of questions and issues related to, the Services.

Section 4.08. Migration Plan. Within

forty-five (45) Business Days of the Distribution Time (or such other time as agreed between the Parties in writing), the Service Coordinators

shall agree on a plan for the migration of the Services to, and performance of the Services by, SpinCo or an alternative third-party supplier

of the Services following the end of each Service Period, including as it relates to the transfer or conversion of the SpinCo Business’

data from Service Provider’s IT Systems (the “Migration Plan”). Service Provider shall perform any tasks allocated

to it in the Migration Plan; provided that, subject to any allocation of costs set forth on Schedule A, as between the Parties,

(a) SpinCo bear all costs of all “stand up” activities (i.e., activities that are necessary for SpinCo to be able to

migrate from the Services, including the procurement, implementation and configuration of SpinCo IT Systems, the migration and integration

of SpinCo Business data that is extracted from Service Provider’s IT Systems into SpinCo’s IT Systems and the procurement

of any necessary software licenses) and (b) Service Provider shall bear all costs of extracting the SpinCo Business’ data from

Service Provider’s IT Systems and otherwise separating and segregating data, information and systems to be delivered to SpinCo in

connection with the migration of Services from Service Provider.

Article 5

Disclaimer, Liability And Indemnification

Section 5.01. Indemnification of Service

Provider by SpinCo. SpinCo agrees to indemnify and hold harmless Service Provider, its Affiliates, and its and their respective Representatives

and successors and assigns (each, a “Service Provider Indemnified Person”) from and against any and all damage, loss,

liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) in connection

with any Action involving a Third-Party Claim (“Damages”), and to reimburse each Service Provider Indemnified Person

for all reasonable expenses (including reasonable attorneys’ fees) as they are incurred in investigating, preparing, pursuing or

defending any such Actions, whether or not in connection with pending or threatened in writing litigation, in each case arising out of

(a) any Service Recipient Indemnified Person’s breach of this Agreement or (b) any Service Recipient Indemnified Person’s

gross negligence, willful misconduct or fraud; provided that SpinCo shall not be responsible for any Damages to the extent (and

solely to the extent) Service Provider is required to indemnify a Service Recipient Indemnified Person pursuant to ‎Section 5.02.

Section 5.02. Indemnification of SpinCo

by Service Provider. Service Provider agrees to indemnify and hold harmless SpinCo, its Affiliates, and its and their respective Representatives

and successors and assigns (each, a “Service Recipient Indemnified Person”) from and against any Damages, and to reimburse

each Service Recipient Indemnified Person for all reasonable expenses (including reasonable attorneys’ fees) as they are incurred

in investigating, preparing, pursuing or defending any Action, whether or not in connection with pending or threatened in writing litigation,

in each case arising out of (a) any Service Provider Indemnified Person’s breach of this Agreement or (b) any Service

Provider Indemnified Person’s gross negligence, willful misconduct or fraud; provided that Service Provider shall not be

responsible for any Damages to the extent (and solely to the extent) SpinCo is required to indemnify a Service Provider Indemnified Person

pursuant to ‎Section 5.01.

Section 5.03. Third-Party

Claim Procedures.

(a)            Any

Person seeking indemnification under this ‎Article 5 (the “Indemnified Party”) shall give prompt written

notice to the Person from whom indemnification may be sought (the “Indemnifying Party”) of the assertion or commencement

of any Action by any third party (“Third-Party Claim”); provided that the failure of the Indemnified Party to

give notice as provided in this ‎Section 5.03(a) shall not relieve any Indemnifying Party of its obligations under

‎Section 5.01 or ‎Section 5.02, except to the extent that such failure actually prejudices the rights

of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification

(taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the

Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written

notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and the Indemnified

Party shall provide the Indemnifying Party with such other information with respect to any such Third-Party Claim reasonably requested

by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of

its choice and, subject to the limitations set forth in this ‎Section 5.03(a), to assume control of, and defend against,

negotiate, settle (subject to ‎Section 5.03(b)) or otherwise deal with such Third-Party Claim, in each case other than

where such Third-Party Claim (i) relates to or arises in connection with any criminal proceeding, action, indictment, allegation

or investigation or (ii) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (other than

such relief that is incidental to the award of money damages). If the Indemnifying Party elects not to defend against, negotiate, settle

or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to ‎Section 5.03(b))

or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the defense of any Third-Party Claim, then the Indemnified

Party may participate, at his or its own expense, in the defense of such Third-Party Claim; provided that such Indemnified Party

shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (A) requested

by the Indemnifying Party to participate or (B) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict

exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided,

further, that the Indemnifying Party shall not be required to pay for more than one (1) such counsel (and one (1) local

counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third-Party Claim.

(b)            Notwithstanding

anything in this ‎Section 5.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without

the written consent of the other Party, settle or compromise any Third-Party Claim or consent to entry of any judgment; provided

that if the Indemnifying Party has assumed control of the defense of a Third-Party Claim pursuant to ‎Section 5.03(a),

the Indemnified Party shall not unreasonably withhold, condition or delay its consent to any such settlement or compromise or to the entry

of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the

sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any

order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such

settlement includes an unconditional release of such Indemnified Party and its Affiliates from all liability on claims that are the subject

matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by

or on behalf of any Indemnified Party or any of its Affiliates.

any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall

have been consummated (in accordance with this ‎Section 5.03), or the Indemnified Party and the Indemnifying Party shall

have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnified Party shall forward to the

Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter.

(d)            Each

Party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish

or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials

or appeals, as may be reasonably requested in connection therewith.

Section 5.04. Calculation of Damages. The

amount of any Damages payable under ‎Section 5.01 or ‎Section 5.02 by the

Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies or from any other

Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from

any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such

Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party

in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred

by such Indemnified Party in collecting such amount.

Section 5.05. Exclusion

Of Warranties. WITHOUT LIMITING SERVICE PROVIDER’S OBLIGATION TO PROVIDE THE SERVICES IN THE MANNER AND AS OTHERWISE

AS EXPRESSLY REQUIRED BY SECTION 4.01, THE SERVICES, LICENSES IN ‎SECTION 7.01(B) AND ‎SECTION 7.01(C),

AND RIGHTS GRANTED TO SPINCO HEREUNDER ARE PROVIDED AND GRANTED “AS-IS” WITH NO WARRANTIES, AND SERVICE PROVIDER EXPRESSLY

EXCLUDES AND DISCLAIMS AND WAIVES ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING

ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY

WHATSOEVER.

Section 5.06. Limitation of Liability.

(a)            OTHER

THAN WITH RESPECT TO CLAIMS ARISING FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF THE OTHER PARTY OR A PARTY’S BREACH

OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR TO THE EXTENT AWARDED BY A COURT OF COMPETENT JURISDICTION IN A FINAL JUDGEMENT IN CONNECTION

WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY WILL BE LIABLE

FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR TREBLED DAMAGES (IN EACH CASE, EXCEPT TO THE EXTENT PAYABLE

TO A THIRD PARTY IN RESPECT OF A THIRD-PARTY CLAIM BASED ON A FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION) OR (II) LOST PROFITS,

DIMINUTION IN VALUE, MULTIPLE-BASED OR OTHER DAMAGES CALCULATED BASED ON A MULTIPLE OF ANOTHER FINANCIAL MEASURE, IN EACH CASE, ARISING

OUT OF, OR RELATING TO, THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b)            NOTWITHSTANDING

ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, OTHER THAN WITH RESPECT TO CLAIMS (I) ARISING FROM THE GROSS NEGLIGENCE, WILLFUL

MISCONDUCT OR FRAUD OF THE OTHER PARTY, (II) FOR SERVICE COSTS, SERVICE TAXES, EARLY TERMINATION COSTS OR OTHER AMOUNTS OWED BY EITHER

PARTY UNDER THIS AGREEMENT OR (III) FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL

EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF, OR IN CONNECTION WITH, THIS

AGREEMENT, ITS TERMINATION, OR EXPIRATION, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, FAILURE

OF ESSENTIAL PURPOSE, TRADE USAGE, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF SERVICE COSTS ACTUALLY PAID OR PAYABLE TO SERVICE PROVIDER

UNDER THIS AGREEMENT.

Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its Damages and

those of any of its Affiliates and its and their respective Representatives, whether direct or indirect, due to, resulting from or arising

in connection with any failure by the other Party to comply fully with its obligations under this Agreement.

Article 6

Term and Termination

Section 6.01. Term. The term of this

Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated pursuant to ‎Section 6.02,

shall terminate in its entirety upon the earliest to occur of (a) the expiration of the Service Periods of all Services or (b) the

mutual written consent of the Parties to terminate this Agreement; provided that the provisions of Sections ‎3.02, ‎3.03,

‎3.04, ‎3.04, ‎3.04, 6.03, and ‎Section 7.01 and Articles ‎5, and ‎8

shall survive any such termination indefinitely.

Section 6.02. Termination. Except as

otherwise provided in Schedule A, and subject to ‎Section 2.02, this Agreement may be terminated as follows:

(a)            by

SpinCo, at any time with respect to all or part of the Services that it receives, if (i) Service Provider shall have failed

to perform any of its material obligations under this Agreement relating to any such Service, (ii) SpinCo shall have notified Service

Provider in writing of such failure and (iii) such failure (A) shall have continued uncured for a period of thirty (30) days

or more after receipt by Service Provider of such written notice thereof or (B) is incapable of remedy;

(b)            by

Service Provider, at any time with respect to all or part of the Services that it provides, if (i) SpinCo shall have failed to perform

any of its material obligations under this Agreement relating to any such Service, (ii) Service Provider shall have notified SpinCo

in writing of such failure and (iii) such failure (A) shall have continued uncured for a period of thirty (30) days or more

after receipt by SpinCo of such written notice thereof or (B) is incapable of remedy (for the avoidance of doubt, it is understood

and agreed by the Parties that the failure by SpinCo to pay the full undisputed and unresolved portion of any invoice when due shall be

considered a breach by SpinCo of a material obligation of SpinCo under this Agreement);

either Party with immediate effect upon serving written notice upon the other Party if the other Party suffers an Insolvency Event (as

defined below); or

(d)            subject

to 4.03(b), by either Party with immediate effect with respect to a particular Service if either Party receives notice from a Governmental

Authority that it is or will be in violation of an Applicable Law as a result of its provision or receipt of such Service.

For purposes of this ‎Section 6.02,

with respect to either Party (such Party, the “Subject Entity”), an “Insolvency Event” means (i) the

making by the Subject Entity of any assignment for the benefit of creditors of all or substantially all of its assets or the admission

by such Subject Entity in writing of its inability to pay all or substantially all of its debts as they become due; (ii) the adjudication

of such Subject Entity as bankrupt or insolvent or the filing by such Subject Entity of a petition or application to any tribunal for

the appointment of a trustee or receiver for such Subject Entity or any substantial part of the assets of such Subject Entity; or (iii) the

commencement of any voluntary or involuntary bankruptcy proceedings (and, with respect to involuntary bankruptcy proceedings, the failure

to be discharged within sixty (60) days), reorganization proceedings or similar proceeding with respect to such Subject Entity or the

entry of an order appointing a trustee or receiver or approving a petition in any such proceeding.

Section 6.03. Effect of Termination.

(a)            Other

than as required by Applicable Law, upon termination of any Service pursuant to ‎Section 2.02, ‎Section 4.03

or ‎Section 6.02, Service Provider shall have no further obligation to provide the terminated Service and SpinCo shall

have no obligation to pay any Service Costs relating to such Services; provided that, notwithstanding such termination, SpinCo

shall remain liable to Service Provider for (i) all Service Costs and Service Taxes owed and payable in respect of Services provided

prior to the effective date of the termination, and (ii) any Early Termination Costs consistent with Section 2.02(c) (if

applicable).

(b)            After

each Service is terminated, each Party shall return to the other Party or destroy all materials and property owned by the other Party

and all Confidential Information of the other Party, in each case, relevant solely to the provision or receipt of such terminated Service

and no longer needed regarding the performance of other Services under this Agreement, and shall do so (and shall cause its Affiliates

and its and their respective Representatives to do so) within thirty (30) days after the applicable termination or expiration date; provided,

however, that (i) notwithstanding the foregoing, any data required to be returned or destroyed by either Party hereunder shall

be purged by such Party solely in accordance with such Party’s ordinary course data retention practices (it being understood that,

in the event of any conflict between such practices and this ‎Section 6.03(b), such practices shall control) and (ii) nothing

in this ‎Section 6.03(b) shall require either Party to return or destroy any of its business records unrelated to

the other Party).

of this Agreement as provided for herein shall not prejudice or affect any rights or remedies which shall have accrued or shall thereafter

accrue to either Party.

Article 7

Additional Agreements

Section 7.01. Intellectual Property.

(a)            Nothing

in this Agreement shall affect (i) the ownership by either Party, its Affiliates, or their respective licensors of Intellectual Property

Rights owned by, or licensed to such Party or its Affiliates (including rights in proprietary software and third-party software) as of

the Effective Date (“Background IP”) or (ii) the licenses granted by the Parties to each other under the Separation

Agreement. Each Party or its Affiliates shall be the sole and exclusive owner of any Improvements to its Background IP authored, conceived,

developed, acquired or reduced to practice by either Party or its Affiliates pursuant to this Agreement, and each Party hereby irrevocably

assigns, and shall cause its Affiliates to assign, to the other Party (or its designated Affiliate) any and all of its or their right,

title and interest in and to any such Improvements to the other Party’s Background IP. For the purposes of this Agreement, Background

IP of Service Provider and its Affiliates shall not include SpinCo Licensed IP, and Background IP of SpinCo and its Affiliates shall not

include SPGI Licensed IP.

(b)            Subject

to the terms and conditions of this Agreement, with respect to each Service, Service Provider (on behalf of itself and its Affiliates)

hereby grants to the Service Recipients a limited, non-exclusive, royalty-free, non-sublicensable, non-assignable (except as expressly

provided in ‎Section 8.10) license on an “as is,” warranty-free basis, solely during the applicable Service

Period, to use any Intellectual Property Right (other than any Trademarks) that is (i) Sublicensable by Service Provider or its Affiliates

and (ii) provided or otherwise made available by Service Provider or its Affiliates to the Service Recipients as part of such Service,

but in each case solely if and to the extent necessary for the Service Recipients to receive and use such Service as provided for and

in accordance with this Agreement, subject to any applicable third-party restrictions or limitations.

to the terms and conditions of this Agreement, with respect to each Service, SpinCo (on behalf of itself and its Affiliates) hereby grants

to each applicable Service Provider Party a limited, non-exclusive, royalty-free, non-assignable (except as expressly provided in ‎Section 8.10)

license on an “as is,” warranty-free basis, solely during the applicable Service Period, to use any Intellectual Property

Right (other than any Trademarks) that is (i) Sublicensable by SpinCo or its Affiliates and (ii) provided or otherwise made

available by SpinCo or its Affiliates to the Service Provider Party, but in each case solely if and to the extent necessary for the applicable

Service Provider Party to perform such Service as provided for and in accordance with this Agreement.

(d)            Subject

to Section 7.01(a), except as expressly otherwise set forth on Schedule A with respect to a specific Service, and unless

otherwise agreed by the Parties in writing, as between the Parties, Service Provider or its applicable Affiliate shall solely and exclusively

own all right, title and interest in and to all Intellectual Property Rights (other than Trademarks) authored, conceived, developed, acquired

or reduced to practice by any Service Provider Party, whether alone or jointly with any other Person, in connection with providing or

making available any Services during the Service Period (“Developed Intellectual Property”), provided that SpinCo

shall own all right, title and interest in and to all Developed Intellectual Property that is exclusively related to the SpinCo Business

(any such Developed Intellectual Property, “SpinCo Developed Intellectual Property”). SpinCo hereby irrevocably assigns,

and shall cause its Affiliates to assign, to Service Provider (or its designated Affiliate) all of its or their right, title and interest

in and to all Developed Intellectual Property (other than SpinCo Developed Intellectual Property), and hereby waives any and all moral

rights that it or they may have in all such Developed Intellectual Property. Service Provider hereby irrevocably assigns, and shall cause

its Affiliates to assign, to SpinCo (or its designated Affiliate) all of its or their right, title and interest in and to all SpinCo Developed

Intellectual Property, and hereby waives any and all moral rights that it or they may have in all SpinCo Developed Intellectual Property.

The Parties agree to execute all other documents and take all actions as may be necessary or desirable to enable the other Party to prosecute,

perfect, enforce, defend, register or record its right, title and interest in, to and under the Developed Intellectual Property or SpinCo

Developed Intellectual Property, as applicable.

(e)            EXCEPT

AS EXPRESSLY SET FORTH IN THIS ‎SECTION 7.01, NO LICENSES OR ANY OTHER RIGHT, TITLE OR INTEREST IN OR TO ANY INTELLECTUAL

PROPERTY RIGHTS OR OTHER ASSETS ARE GRANTED TO EITHER PARTY OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT, WHETHER BY IMPLICATION, ESTOPPEL,

EXHAUSTION OR OTHERWISE, AND EACH PARTY RETAINS AND RESERVES ANY AND ALL RIGHT, TITLE AND INTEREST NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT.

Section 7.02. Data Protection Laws and

Processing of Personal Information. Each Party shall, and shall cause its Affiliates and its and their respective Representatives

to (and Service Provider shall use commercially reasonable efforts to cause its Third-Party Providers to), comply with any and all Applicable

Laws associated with the confidentiality, collection, use, handling, security, protection, disclosure, transfer, movement or other processing

of Personal Information, including those relating to electronic data privacy, data breach notification, and transborder data flow, in

connection with the Services. Without limitation of the foregoing, each Party shall, and shall cause its Affiliates and its and their

respective Representatives to (and Service Provider shall use commercially reasonable efforts to cause its Third-Party Providers to) (a) keep

all Personal Information that is processed in connection with the Services strictly confidential and not disclose, transfer, use or otherwise

process such Personal Information except only to the extent necessary to exercise its rights or perform its obligations hereunder or as

explicitly instructed by the other Party and (b) implement and maintain appropriate safeguards and measures, including a written

information security program and any safeguards required by Applicable Law, designed to ensure the security and confidentiality of such

Personal Information and to protect against accidental, unauthorized or unlawful access to, or disclosure, destruction, use or other processing

of, any such Personal Information. Without limiting the foregoing, the Parties shall comply with the Data Processing Addendum set forth

in Schedule D in connection with the Services. In the event of a conflict between this Agreement and the Data Processing Addendum

regarding the processing of Personal Information under this Agreement, the Data Processing Addendum shall prevail with respect to such

processing.

Section 7.03. Access to Information.

Subject to Applicable Law, with respect to any Service during the Service Period for such Service, SpinCo shall, and shall cause its Affiliates

to, upon reasonable advance notice, afford the applicable Service Provider Party reasonable access, during normal business hours, to the

employees, properties and facilities, systems, books and records and other documents that are reasonably requested in connection with

the provision and receipt of such Service hereunder; provided that in the event SpinCo reasonably determines that affording any

such access to a Service Provider Party would violate any Applicable Law or material agreement to which SpinCo is a party, or waive any

attorney-client privilege applicable to SpinCo, the Parties shall use commercially reasonable efforts to permit the compliance with such

request in a manner that avoids any such harm or consequence.

Section 7.04. Employment and Labor Matters.

All employment and labor matters relating to employees of Service Provider and its Affiliates (including, without limitation, employees

involved in the provision of Services to the Service Recipients) shall be within the exclusive control of Service Provider, and SpinCo

shall not take any action affecting such matters. Except as expressly provided in the Employee Matters Agreement, nothing in this Agreement

is intended to transfer the employment of employees engaged in the provision of any Service from Service Provider to SpinCo. All employees

and other Representatives of Service Provider and any of its Affiliates will be deemed for all compensation, employee benefits, tax and

social security contribution purposes to be employees or other Representatives of Service Provider or its Affiliates (or their subcontractors)

and not employees or other Representatives of SpinCo or any of its Affiliates. In providing the Services, such employees and other Representatives

of Service Provider and its Affiliates (or their subcontractors) will be under the direction, control and supervision of Service Provider

or its Affiliates (or their subcontractors) and not of SpinCo or its Affiliates, and Service Provider and its Affiliates (or their subcontractors)

have the sole right to exercise all authority with respect to the employment, substitution, termination, assignment and compensation of

such employee.

Section 7.05. Confidentiality.

(a)            From

and after the Distribution Date, each Party shall hold, and cause its Affiliates and its and their respective Representatives to hold,

in strict confidence, with at least the same degree of care that such Party applies to its own similar confidential and proprietary information,

and not disclose or use, except as necessary in the provision or receipt of the Services or otherwise as permitted under this Agreement

or with the prior written consent of the other Party, all documents and information concerning the other Party provided to it pursuant

to this Agreement (“Confidential Information”), except to the extent (i) such Party or any of its Affiliates or

its or their respective Representatives becomes legally required, or receives a request from any Governmental Authority, to disclose such

Confidential Information, subject to the remainder of this Section 7.05(a), or (ii) such Confidential Information (A) is

or becomes generally available to the public other than as a result of a disclosure by the receiving Party or any of its Affiliates or

its or their respective Representatives in violation of this Section 7.05(a), (B) was or becomes available to the receiving

Party or any of its Affiliates or its or their respective Representatives on a non-confidential basis from a source that was not known

by the receiving Party or any of its Affiliates or its or their respective Representatives to be prohibited from disclosing such information

by a contractual, legal or fiduciary obligation of confidentiality with respect to such information, or (C) was independently developed

by or on behalf of the receiving Party or any of its Affiliates or its or their respective Representatives through individuals who have

not had, either directly or indirectly, access to or knowledge of the Confidential Information of the other Party; provided that

the foregoing clauses (ii)(B) and (C) shall not apply to information of either Party in the possession of the other Party prior

to the Distribution Date by virtue of their previous Affiliate relationship. Notwithstanding the foregoing, a Party may disclose Confidential

Information of the other Party to its Affiliates and its and their respective Representatives who need to know such information so long

as such Persons are informed by such Party of the confidential nature of such Confidential Information and are bound by a written agreement

with such Party to treat such information confidentially. If a Party or any of its Affiliates or its or their respective Representatives

becomes legally required, or receives a request from any Governmental Authority, to disclose any Confidential Information pursuant to

clause (i) above, such Party, if legally permitted, will promptly notify the other Party and, upon request, use commercially reasonable

efforts to cooperate with the other Party’s efforts to seek a protective order or other remedy. If no such protective order or other

remedy is obtained or if the other Party waives in writing such Party’s compliance with this Section 7.05(a), such Party

or its Affiliate or its or their respective Representative may furnish only that portion of the information which it concludes, after

consultation with counsel, is legally required to be disclosed or that it otherwise determines to be reasonably necessary to respond to

a governmental request, and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment

will be accorded such information. Each Party agrees to be responsible for any breach of this Section 7.05(a) by its

Affiliates or its or their respective Representatives. Nothing in this Section 7.05(a) shall limit any other confidentiality

obligations among the Parties to this Agreement pursuant to any other agreement among such Parties (including the Separation Agreement),

and to the extent any Confidential Information would be subject to the protections afforded under this Agreement and any other agreement,

whichever agreement provides the highest level of protection for such Confidential Information shall apply.

(b)            Each

Party acknowledges that it will not acquire any right, title or interest in or to any Confidential Information of the other Party by reason

of this Agreement or the provision or receipt of Services hereunder.

Party agrees to establish and maintain administrative, physical and technical safeguards, information technology and data security procedures

and other protections against the destruction, loss, unauthorized access or alteration of the other Party’s Confidential Information

which are no less rigorous than those otherwise maintained for its own Confidential Information.

Article 8

Miscellaneous

Section 8.01. No Agency; Independent Contractor

Status. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties,

or constitute or be deemed to constitute any Party as the agent or employee of the other Party for any purpose whatsoever, and neither

Party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way

or for any purpose. The Parties acknowledge and agree that Service Provider is an independent contractor in the performance of each and

every part of this Agreement and nothing herein shall be construed to be inconsistent with this status.

Section 8.02. Force Majeure.

(a)            For

purposes of this ‎Section 8.02, “force majeure” means an event beyond the reasonable control of a Party,

which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was not reasonably avoidable, and

includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil

or military authorities, threat, declaration, continuation, escalation or acts of war (declared or undeclared) or acts of terrorism, cyberattacks,

embargo, failure or shortage of energy sources, raw materials or components, strike, walkout, lockout or other labor trouble or shortage,

delays by unaffiliated suppliers or carriers, pandemics or disease outbreaks (including the COVID-19 virus) and acts, omissions or delays

in acting by any Governmental Authority or the other Party.

(b)            Without

limiting the generality of Section 5.07(a), neither Party shall be liable to the other Party for interruption of service,

any delays or failure to fulfill any obligations under this Agreement, so long as and to the extent the interruption, delay or fulfillment

of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure; provided

that, the affected Party shall have used commercially reasonable efforts to minimize to the extent practicable the effect of the force

majeure event on its obligations hereunder and promptly notified the other Party upon learning of the occurrence of the force majeure

event and provided further that this ‎Section 8.02 shall excuse a Party’s obligation to pay money (other

than in the case of SpinCo previously accrued and undisputed Service Costs and Service Taxes, and in the case of Service Provider, any

reimbursement amounts owed to SpinCo prior to such force majeure event) for any particular Service during the pendency of Service Provider’s

failure to provide such particular Service due to a force majeure event. Notwithstanding anything in this Section 8.02 to

the contrary, SpinCo’s inability to pay money shall in no event be deemed a force majeure event of SpinCo. Upon the cessation of

the force majeure event, the Parties shall use their commercially reasonable efforts to promptly resume performance of their obligations

under this Agreement and, to the extent any suspension of a Party’s performance of its obligations under this Agreement due to a

force majeure event adversely impacts the progress of the transition of any Service to SpinCo, SpinCo may request in writing that the

applicable Service Period be tolled for the duration of such suspension (provided, further, that any such tolling shall

not result in any Service Period extending beyond eighteen (18) months following the Distribution Date unless Service Provider determines,

in good faith but in its sole discretion, that, once Service Provider is capable of resuming performance, providing such Service for all

or some portion of the remaining Service Period (on the terms and conditions of this Agreement) beyond such eighteen (18)-month period

will not create any significant risk to the Intended Tax Treatment (as defined in the Tax Matters Agreement). If Service Provider is unable

to provide any of the Services due to a force majeure event, the Parties shall use commercially reasonably efforts to cooperatively seek

a solution that is mutually satisfactory, such as the subcontracting of all or part of the provision of the Services under the supervision

of Service Provider for the period of time during, or affected by, the force majeure event.

Section 8.03. Entire Agreement. This

Agreement and the other Distribution Documents constitute the entire agreement between the Parties with respect to the subject matter

hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the

subject matter hereof and thereof.

Section 8.04. Notices. All notices,

requests and other communications to any Party shall be in writing (including email transmission) and shall be given,

if to SpinCo, to:

c/o Mobility Global Inc.

5860 Trinity Parkway, Suite 600

Centreville, Virginia 20120

Attention:                [***]

Email:                       [***]

if to Service Provider, to:

c/o S&P Global Inc.

55 Water Street

New York, New York 10041

Attention:                [***]

Email:                       [***]

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention:                [***]

Email:                       [***]

or such other address or email as such Party may hereafter specify

for the purpose by notice to the other Parties hereto. All such notices, requests and other communications shall be deemed received on

the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day

in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next

succeeding Business Day in the place of receipt.

Section 8.05.

Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without

regard to the conflicts of law rules of such state.

Section 8.06. Dispute Resolution. Any

dispute relating to the Services or otherwise related to or arising out of this Agreement shall be handled in accordance with Section 3.04(c) (with

respect to disputed invoices) and the dispute resolution provisions set forth in Section 6.09 of the Separation Agreement,

mutatis mutandis.

Section 8.07. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO

THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.08. Severability. Each term,

provision, covenant and restriction of this Agreement is severable. If any term, provision, covenant or restriction of this Agreement

is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the

terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected,

impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner

materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to

effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby

be consummated as originally contemplated to the fullest extent possible.

Section 8.09. Amendments and Waivers.

(a)            Any

provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case

of an amendment, by Service Provider and SpinCo, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b)            No

failure or delay by any Party in exercising any right, power or privilege hereunder shall impair such right or remedy or operate or be

construed as a waiver or variation thereof or preclude its exercise at any subsequent time nor shall any single or partial exercise of

any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies

provided by law.

Section 8.10. Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns;

provided that neither Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without

the prior written consent of the other Party, except that Service Provider may, subject to the terms and conditions of this Agreement,

designate another Service Provider Party to provide any of the Services hereunder, and SpinCo may designate any of its Affiliates to receive

any of the Services hereunder. Notwithstanding the foregoing, if either Party or any of its successors or permitted assigns (a) shall

consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation

or merger or (b) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case,

no such consent shall be required and proper provisions shall be made so that the successors and assigns of such Party shall assume all

of the rights and obligations of such Party under this Agreement; provided that in the case of any such transaction involving SpinCo,

this Agreement and the Services shall apply only to the SpinCo Business as conducted at the time of such transaction and not to any other

business of any other Person party to such transaction.

Section 8.11.

Expenses. Except as otherwise specifically provided herein, all costs and expenses incurred in connection with this Agreement shall

be paid by the Party incurring such cost or expense.

Section 8.12. Specific Performance.

The Parties agree that irreparable damage would occur, and that the Parties would not have any adequate remedy at law, in the event that

any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly

agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce

the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which they

are entitled at law or in equity. Each Party agrees to waive any requirement for the securing or posting of any bond in connection with

such remedy. The Parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law

or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

Section 8.13. Counterparts; Effectiveness;

No Third-Party Beneficiaries.

(a)            This

Agreement may be signed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication),

each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The words

“execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate,

agreement or document related to this Agreement shall include images of manually executed signatures transmitted by any electronic format

(including “pdf,” “tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign).

The use of electronic signatures and electronic records (including any contract or other record created, generated, sent, communicated,

received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature

or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law. This Agreement shall become effective

when each Party shall have received a counterpart hereof signed by the other Party. Until and unless each Party has received a counterpart

hereof signed by the other Party, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether

by virtue of any other oral or written agreement or other communication).

(b)            Except

as set forth in ‎Article 5, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations,

or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.

Section 8.14. Further Assurances. Each

of the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver such documents and other instruments

and papers, and perform such further acts as may be reasonably required or desirable in order to (a) give full effect to this Agreement;

and (b) secure for the other Party the full benefit of the rights, powers and remedies conferred upon the other Party in this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed by their respective authorized officers as of the date first above written.

S&P GLOBAL INC.

By:

/s/

Judah Bareli

Name:

Judah Bareli

Title:

Vice President, Associate General Counsel &

Corporate Secretary

MOBILITY GLOBAL INC.

By:

/s/

Taptesh (Tasha) K. Matharu

Name:

Taptesh (Tasha) K. Matharu

Title:

Chief Legal Officer

[Signature

Page to Transition Services Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2619098d1_ex10-2.htm · Sequence: 6

Exhibit 10.2

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule and/or exhibit will be furnished supplementally to the SEC upon request.

[***] Certain information in this document has been excluded

pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private

or confidential.

TAX MATTERS AGREEMENT

between

S&P Global Inc.,

on behalf of itself and the members of the SPGl

Group

and

Mobility Global Inc.,

on behalf of itself and the members of the SpinCo

Group

Dated as of June 30, 2026

TABLE OF CONTENTS

Page

Section 1.

Definitions and

Interpretation

Section 2.

Sole Tax Sharing Agreement

Section 3.

Allocation of Taxes

Section 4.

Preparation and Filing of Tax

Returns

Section 5.

Apportionment of Earnings and

Profits and Tax Attributes

Section 6.

Amended Returns; Utilization

of Tax Attributes

Section 7.

Deductions and Reporting for

Certain Awards

Section 8.

Tax Refunds and Tax Benefits

Section 9.

Certain Representations and

Covenants

Section 10.

Protective Section 336(e) Election;

Tax Receivable Arrangements

Section 11.

Indemnities

Section 12.

Payments

Section 13.

Performance

Section 14.

Communication and Cooperation

Section 15.

Audits and Contests

Section 16.

Notices

Section 17.

Costs and Expenses

Section 18.

Effectiveness; Termination and

Survival

Section 19.

Specific Performance

Section 20.

Entire Agreement; Amendments

and Waivers

Section 21.

Governing Law

Section 22.

Waiver of Jury Trial

Section 23.

Dispute Resolution

Section 24.

Counterparts; Effectiveness;

Third-Party Beneficiaries

Section 25.

Successors and Assigns

Section 26.

Authorization

Section 27.

Change in Tax Law

Section 28.

Further Action

Section 29.

Local Transfer Agreement Purchase

Price Adjustments

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (the “Agreement”)

is entered into as of June 30, 2026 between S&P Global Inc. (“SPGI”), a New York corporation, on behalf of

itself and the members of the SPGI Group, and Mobility Global Inc. (“SpinCo”), a Delaware corporation, on behalf of

itself and the members of the SpinCo Group (each, a “Party” and together, the “Parties”).

W I T N E S S E T H:

WHEREAS, the SPGI Board has determined that it

is in the best interests of SPGI and its shareholders to separate the SpinCo Business from the SPGI Business;

WHEREAS, SPGI and SpinCo have entered into a Separation

and Distribution Agreement, dated June 30, 2026 (the “Separation Agreement”), pursuant to which the Restructuring

(including the Contribution), the Distribution and other related transactions will be consummated;

WHEREAS, certain of the transactions included in

the Restructuring (including the Contribution), the Distribution and the SPGI Cash Distribution (together, the “Spin-Off Transactions”),

are each intended to qualify for the Intended Tax Treatment with respect to such transaction; and

WHEREAS, SPGI and SpinCo desire to set forth their

agreement on the rights and obligations of SPGI, SpinCo and the members of the SPGI Group and the SpinCo Group respectively, with respect

to (a) the administration and allocation of federal, state, local and foreign Taxes incurred in Taxable periods beginning prior to

the Distribution Date, (b) Taxes resulting from the Spin-Off Transactions and transactions effected in connection with the Spin-Off

Transactions and (c) various other Tax matters.

NOW, THEREFORE, in consideration of the mutual

covenants and agreements hereinafter set forth, the Parties agree as follows:

Section 1.          Definitions

and Interpretation.

(a)            Definitions.

As used in this Agreement:

“Active Trade or Business” means

the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) by (i) SpinCo

and its SAG of the trade(s) or business(es) relied upon to satisfy Section 355(b) of the Code with respect to the Distribution

(the “SpinCo Active Trade or Business”), and (ii) with respect to each Internal Distribution, by the controlled

corporation and its SAG with respect such Internal Distribution of the trade(s) or business(es) relied upon to satisfy Section 355(b) of

the Code with respect to such Internal Distribution.

“Applicable Law” (or “Applicable

Tax Law,” as the case may be) has the meaning of “Applicable Law” set forth in the Separation Agreement.

“Closing of the Books Method”

means the apportionment of items between Taxable periods (or portions of a Taxable period) based on a closing of the books and records

on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Taxable period, as if the Distribution

Date were the last day of the Taxable period), subject to adjustment for items accrued on the Distribution Date that are properly allocable

to the Taxable period following the Distribution, as determined by SPGI in accordance with Applicable Law; provided that, with

respect to any Taxable period that includes but does not end on the Distribution Date, Taxes not based upon or measured by net or gross

income or specific events shall be apportioned between the Pre- and Post-Distribution Periods on a pro rata basis in accordance

with the number of days in each Taxable period.

“Code” means the Internal Revenue

Code of 1986.

“Combined Group” means any group

consisting of at least two members that filed or was required to file (or will file or be required to file) a Tax Return on an affiliated,

consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes

at least one member of the SPGI Group and at least one member of the SpinCo Group.

“Combined Tax Return” means

a Tax Return of a member of the Combined Group that is neither an SPGI Separate Tax Return nor a SpinCo Separate Tax Return.

“Company” means SPGI or SpinCo

(or the appropriate member of each of their respective Groups), as appropriate.

“Contribution” has the meaning

set forth in the Separation Agreement.

“Equity Interests” means any

stock or other securities treated as equity for Tax purposes, options, warrants, rights, convertible debt, or any other instrument or

security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference

to the value of stock.

“Final Determination” means

(i) with respect to U.S. federal income Taxes, (A) a “determination” as defined in Section 1313(a) of

the Code (including, for the avoidance of doubt, an executed IRS Form 906) or (B) the execution of an IRS Form 870-AD (or

any successor form thereto), as a final resolution of Tax liability for any Taxable period, except that a Form 870-AD (or successor

form thereto) that reserves the right of the taxpayer to file a claim for a refund or the right of the IRS to assert a further deficiency

shall not constitute a Final Determination with respect to the item or items so reserved; (ii) with respect to Taxes other than U.S.

federal income Taxes, any final determination of liability in respect of a Tax that, under Applicable Tax Law, is not subject to further

appeal, review or modification through proceedings or otherwise; (iii) with respect to any Tax, any final disposition by reason of

the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); or (iv) with

respect to any Tax, the payment of such Tax by any member of the SPGI Group or any member of the SpinCo Group, whichever is responsible

for payment of such Tax under Applicable Tax Law, with respect to any item disallowed or adjusted by a Taxing Authority; provided,

in the case of this clause (iv), that the provisions of ‎Section 15 hereof have been complied with, or, if such section is inapplicable,

that the Company responsible under this Agreement for such Tax is notified by the Company paying such Tax that it has determined that

no action should be taken to recoup such disallowed item, and the other Company agrees with such determination.

“Group” has the meaning set

forth in the Separation Agreement.

“Income Tax” means (i) any

Tax that is, in whole or in part, based on or measured by profits, net income or gains, or gross receipts and (ii) any business franchise

or similar Tax imposed in lieu of a tax described in the preceding clause (i).

“Indemnified Party” means (i) the

relevant member of the SPGI Group in the event any member of the SPGI Group is entitled to indemnity under ‎Section 11(a) and

(ii) the relevant member of the SpinCo Group in the event any member of the SpinCo Group is entitled to indemnity under ‎Section 11(b).

“Intended Tax Treatment” means

the qualification of (i) the Contribution and the Distribution, taken together, as a “reorganization” within the meaning

of Section 368(a)(1)(D) of the Code and each of SPGI and SpinCo as a “party to the reorganization” within the meaning

of Section 368(b) of the Code, (ii) the Contribution as a tax-free transaction under Sections 361(a) and 361(b) of

the Code, (iii) the Distribution as a tax-free transaction under Sections 355(a) and 361(c) of the Code, except, in the

case of Section 355(a), to the extent of cash received in lieu of fractional shares, (iv) the SPGI Cash Distribution as money

distributed to SPGI’s creditors or shareholders in connection with the reorganization for purposes of Section 361(b) of

the Code, (v) each of the step(s) or transaction(s) that are a part of the Restructuring and are described on Schedule

A for the intended tax treatment with respect to such step(s) or transaction(s) as set forth in Schedule A with respect thereto

(each of the transactions listed herein, a “Specified Transaction”), and (vi) such treatment as described in each

of clauses (i)-(v) under the corresponding provisions of state law.

“Internal Distribution” means

each Specified Transaction described in Schedule A that the Intended Tax Treatment with respect to which is the qualification of such

Specified Transaction (or any step thereof) as a tax-free distribution under Section 355(a) of the Code.

“IRS” means the Internal Revenue

Service.

“Local Transfer Agreement” means

any agreement that consummates the transfer of any assets or liabilities of the Parties in any non-U.S. jurisdiction in connection with

the Restructuring, the Contribution or the Distribution.

“Other Taxes” means any Tax

imposed by any Taxing Authority that is neither an Income Tax nor a Transfer Tax.

“Person” has the meaning set

forth in Section 7701(a)(1) of the Code.

“Post-Distribution Period” means

any Taxable period (or portion thereof) beginning after the Distribution Date.

“Pre-Distribution Period” means

any Taxable period (or portion thereof) ending on or before the Distribution Date.

“Pre-Distribution SpinCo Mixed Business

Tax Return” means any Pre-Distribution SpinCo Separate Tax Return to the extent such Pre-Distribution SpinCo Separate Tax Return

includes, in addition to Tax Items attributable to the SpinCo Business, more than a de minimis amount of Tax Items attributable

to the SPGI Business. For the avoidance of doubt, the Parties acknowledge and agree that Pre-Distribution SpinCo Mixed Business Tax Returns

shall include the Pre-Distribution SpinCo Separate Tax Returns of Mobility Global Alpha GmbH and Mobility Global MBGL GmbH.

“Pre-Distribution SpinCo Separate Tax

Return” means any SpinCo Separate Tax Return that relates in whole or in part to a Pre-Distribution Period, including any SpinCo

Separate Tax Return with respect to a taxable period that includes but does not end on the Distribution Date.

“SAG” means a “separate

affiliated group” within the meaning of Section 355(b)(3) of the Code.

“Separation Taxes” means any

Taxes incurred solely as a result of the failure of the Intended Tax Treatment with respect to any Specified Transaction.

“SPGI Assets” has the meaning

set forth in the Separation Agreement.

“SPGI Business” has the meaning

set forth in the Separation Agreement.

“SPGI Cash Distribution” has

the meaning set forth in the Separation Agreement.

“SPGI Compensatory Equity Interests”

means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to SPGI stock that are granted

on or prior to the Distribution Date by any member of the SPGI Group in connection with employee, independent contractor or director compensation

or other employee benefits (including, for the avoidance of doubt, options, stock appreciation rights, restricted stock, restricted stock

units, performance share units or other rights issued in respect of any of the foregoing by reason of the Distribution or any subsequent

transaction).

“SPGI Group” has the meaning

set forth in the Separation Agreement.

“SPGI Separate Tax Return” means

any Tax Return of or including any member of the SPGI Group (including any consolidated, combined, or unitary Tax Return) that does not

include any member of the SpinCo Group (it being understood and agreed that the claiming of group relief with or in respect of any member

of the SpinCo Group or similar sharing or surrendering of Tax losses or other attributes with, to or by any member of the SpinCo Group

shall not cause a Tax Return to fail to be a SPGI Separate Return).

“Special Tax Counsel” means

Davis Polk & Wardwell LLP or Baker & McKenzie LLP, as applicable.

“Specified Event” means (i) any

failure of the Intended Tax Treatment with respect to a Specified Transaction or (ii) any other event, in each case, that results

in (x) a liability for Taxes with respect to a Pre-Distribution Period imposed on any member of the SPGI Group and (y) a Tax

Attribute with respect to any member of the SpinCo Group.

“SpinCo Assets” has the meaning

set forth in the Separation Agreement.

“SpinCo Business” has the meaning

set forth in the Separation Agreement.

“SpinCo Carried Item” shall

mean any Tax Attribute of the SpinCo Group that may or must be carried from one Taxable period to another prior Taxable period under the

Code or other Applicable Tax Law.

“SpinCo Compensatory Equity Interests”

means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to the capital stock of SpinCo

that are granted substantially concurrently with, or following, the Distribution Time by any member of the SpinCo Group in connection

with employee, independent contractor or director compensation or other employee benefits (including, for the avoidance of doubt, options,

stock appreciation rights, restricted stock, restricted stock units, performance share units or other rights issued in respect of any

of the foregoing by reason of the Distribution or any subsequent transaction).

“SpinCo Disqualifying Action”

means (a) any action (or the failure to take any action) by any member of the SpinCo Group after the Distribution Time (including

entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions),

(b) any event (or series of events) after the Distribution Time involving the capital stock of SpinCo or any assets of any member

of the SpinCo Group or (c) any breach by any member of the SpinCo Group after the Distribution Time of any representation, warranty

or covenant made by it in this Agreement, that, in each case, affects the Intended Tax Treatment of any Specified Transaction; provided,

however, that the term “SpinCo Disqualifying Action” shall not include any action entered into pursuant to any

Distribution Document (other than this Agreement) or that is undertaken pursuant to the Restructuring (including the Contribution) or

the Distribution.

“SpinCo Group” has the meaning

set forth in the Separation Agreement; provided that for purposes of this Agreement, (i) any reference in this Agreement to

a member of the SpinCo Group shall include a reference to any successor thereto and (ii) the SpinCo Group shall include any Person

that becomes a Subsidiary of SpinCo after the Distribution Time.

“SpinCo Separate Tax Return”

means any Tax Return (including any consolidated, combined or unitary Tax Return) of or including any member of the SpinCo Group, which

Tax Return does not include any member of the SPGI Group (it being agreed and understood that the claiming of group relief with or in

respect of any member of the SPGI Group or similar sharing or surrendering of Tax losses or other attributes with, to, or by any member

of the SPGI Group shall not cause a Tax Return to fail to be a SpinCo Separate Return).

“Tax” or “Taxes”

(and the correlative meaning, “Taxing” and “Taxable”) means (i) any tax, including any net

income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, value-added, trade,

goods and services, ad valorem, franchise, profits, net wealth, license, business royalty, withholding, payroll, employment, capital,

excise, transfer, recording, severance, stamp, occupation, premium, property, asset, real estate acquisition, environmental, custom duty,

impost, obligation, assessment, levy, tariff or other tax, governmental fee or other like assessment or charge of any kind whatsoever,

together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority; or (ii) any liability

of any member of the SPGI Group or the SpinCo Group for the payment of any amounts described in clause (i) as a result of any express

or implied obligation to indemnify any other Person.

“Tax Attribute” means net operating

loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, unused general business credit,

alternative minimum tax credit or any other Tax Item that could reduce a Tax liability.

“Tax Item” means any item of

income, gain, loss, deduction, credit, recapture of credit or any other item that can increase or decrease Taxes paid or payable.

“Tax Opinion” shall mean a legal

opinion delivered to SPGI by a Special Tax Counsel with respect to certain U.S. federal income tax consequences of a Specified Transaction.

“Tax Proceeding” means any Tax

audit, dispute, examination, contest, litigation, arbitration, action, suit, claim, cause of action, review, inquiry, assessment, hearing,

complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).

“Tax-Related Losses” means,

with respect to any Taxes imposed pursuant to any settlement, determination, judgment or otherwise, (i) all accounting, legal and

other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in

connection with such Taxes and (ii) all damages, costs, and expenses associated with stockholder litigation or controversies and

any amount paid by any member of the SPGI Group or any member of the SpinCo Group in respect of the liability of shareholders, whether

paid to shareholders or to the IRS or any other Taxing Authority.

“Tax Refund” means any refund,

reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or,

alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes.

“Tax Representation Letter”

means a letter provided by SpinCo or SPGI to a Special Tax Counsel that makes certain representations to such Special Tax Counsel in connection

with the rendering of a Tax Opinion.

“Tax Return” means any Tax return,

statement, report, form, election, bill, certificate, claim or surrender (including estimated Tax returns and reports, extension requests

and forms, and information returns and reports), or statement or other document or written information filed or required to be filed with

any Taxing Authority, including any amendment thereof, appendix, schedule or attachment thereto.

“Taxing Authority” means any

Governmental Authority (domestic or foreign), including, without limitation, any state, municipality, political subdivision or governmental

agency, responsible for the imposition, assessment, administration, collection, enforcement or determination of any Tax.

“Transfer Taxes” means all U.S.

federal, state, local or non-U.S. sales, use, privilege, value added, transfer, documentary, stamp, duties, real estate transfer, controlling

interest transfer, recording and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any member

of the SPGI Group or any member of the SpinCo Group in connection with the Restructuring (including the Contribution) or the Distribution.

“Treasury Regulations” means

the regulations promulgated from time to time under the Code as in effect for the relevant taxable period.

“VAT” shall mean value added

tax as levied in accordance with (but subject to derogation from) Council Directive 2006/112/EC or any similar tax outside the European

Union.

(b)            Each

of the following terms is defined in the Section set forth opposite such term:

Term

Section

Agreement

Preamble

Compensation Liability

‎7(b)

Compensation Tax Benefit

‎7(b)

Due Date

‎12(a)

Local Transfer Agreement Parties

Past Practices

‎29

4(e)(i)

Permitted Section 355(e) Safe Harbor

Post-Distribution Ruling

Proposed Acquisition Transaction

9(b)(iv)(E)

9(c)

9(b)(iv)(F)

PTEP

‎5(b)

Purchase Price Adjustment

Section 336(e) Election

‎29

10(a)

Section 9(b)(iv)(G) Acquisition Transaction

‎9(b)(iv)(G)

Separation Agreement

Recitals

Specified Tax Rulings

SPGI

Tax Arbiter

‎9(a)(i)

Preamble

Tax Benefit

Tax Materials

‎8(d)

9(a)

Tax Refund Recipient

Unqualified Tax Opinion

VAT Group

8(c)

9(c)

4(g)

capitalized terms used but not defined herein shall have meanings set forth in the Separation Agreement. Any term used in this Agreement

which is not defined in this Agreement or the Separation Agreement shall, to the extent the context requires, have the meaning assigned

to it in the Code or the applicable Treasury Regulations thereunder (as interpreted in administrative pronouncements and judicial decisions)

or in comparable provisions of Applicable Tax Law.

(d)            Interpretation.

In this Agreement, unless the context clearly indicates otherwise:

(i)            words

used in the singular include the plural and words used in the plural include the singular;

(ii)           references

to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted

by this Agreement;

(iii)          except

as otherwise clearly indicated, reference to any gender includes the other gender;

(iv)          the

words “include,” “includes” and “including” shall be deemed to be followed by the words “without

limitation”;

(v)           reference

to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this

Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or

definition;

(vi)         the

words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed

references to this Agreement as a whole and not to any particular Section or other provision hereof;

(vii)         reference

to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified

from time to time to the extent permitted by the provisions thereof and by this Agreement;

(viii)        reference

to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended,

modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(ix)          relative

to the determination of any period of time, “from” means “from and including,” “to” means “to

and including” and “through” means “through and including”;

(x)           the

titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall

not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xi)          unless

otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States;

and

(xii)         any

capitalized term used in an Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement.

Section 2.          Sole

Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the

SPGI Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated

as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group

or the SPGI Group shall have any further rights or liabilities thereunder, and this Agreement and the Distribution Documents (to the extent

such Distribution Documents reflect an agreement between the parties as to Tax sharing) shall be the sole Tax sharing agreements between

the members of the SpinCo Group, on the one hand, and the members of the SPGI Group, on the other hand.

Section 3.          Allocation

of Taxes.

(a)            General

Allocation Principles. Except as provided in ‎Section 3(c) or

‎Section 11, all Taxes shall be allocated as follows:

(i)            Allocation

of Income Taxes Reported on Combined Tax Returns. Except as provided in ‎Section 3(b),

SPGI shall be allocated all Income Taxes reported, or required to be reported, on any Combined Tax Return filed or required to be filed

under the Code or other Applicable Tax Law.

(ii)            Allocation

of Income Taxes Reported on Separate Tax Returns.

(A)            SPGI

shall be allocated all Income Taxes reported, required to be reported, or in respect of Tax Items reported or required to be reported,

on (x) any SPGI Separate Tax Return and (y) any Pre-Distribution SpinCo Mixed Business Tax Return to the extent attributable

to any Pre-Distribution Period.

(B)            SpinCo

shall be allocated all Income Taxes reported, required to be reported, or in respect of Tax Items reported or required to be reported,

on a SpinCo Separate Tax Return other than any Pre-Distribution SpinCo Mixed Business Tax Return to the extent attributable to any Pre-Distribution

Period.

(iii)          Allocation

of Other Taxes.

(A)            SPGI

shall be allocated all Other Taxes reported or required to be reported on any Tax Return that are attributable to the SPGI Business or

SPGI Assets.

(B)            SpinCo

shall be allocated all Other Taxes reported or required to be reported on any Tax Return that are attributable to the SpinCo Business

or SpinCo Assets.

(iv)          Taxes

Not Reported on Tax Returns.

(A)            SPGI

shall be allocated any Tax attributable to the SPGI Business or SPGI Assets that is not required to be reported on a Tax Return.

(B)            SpinCo

shall be allocated any Tax attributable to the SpinCo Business or SpinCo Assets that is not required to be reported on a Tax Return.

(b)            Allocation

Conventions. Except as otherwise set forth in ‎Section 3(c):

(i)            All

Taxes allocated pursuant to ‎Section 3(a) shall be allocated

in accordance with the Closing of the Books Method.

(ii)            Any

Tax Item of SpinCo or any member of the SpinCo Group arising from a transaction occurring outside the ordinary course of business on the

Distribution Date after the Distribution Time shall be allocable to SpinCo and any such transaction by or with respect to SpinCo or any

member of the SpinCo Group occurring after the Distribution Time shall be treated for all Tax purposes (to the extent permitted by Applicable

Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations

Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating

to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken

pursuant to the Restructuring (including the Contribution) or the Distribution.

(iii)            The

allocations of Taxes described in ‎Section 3(a)(iii) and

‎Section 3(a)(iv) shall be made in accordance with the past

practices of SPGI and its Subsidiaries or, if not addressed by such past practices, as determined by SPGI in its good faith discretion.

Allocation Rules. The following Taxes shall be allocated as follows:

(i)            Separation

Taxes. Notwithstanding any other provision in this ‎Section 3,

SpinCo shall be allocated any Separation Taxes and Tax-Related Losses resulting from or attributable to a SpinCo Disqualifying Action

(including, for the avoidance of doubt, any such Taxes and Tax-Related Losses resulting from (A) any action for which the conditions

set forth in ‎Section 9(c) are satisfied or (B) any

Section 336(e) Election).

(ii)           Transfer

Taxes. Notwithstanding any other provision in this ‎Section 3

and except as otherwise provided in any Local Transfer Agreement, Transfer Taxes shall be borne equally by SPGI and SpinCo; provided,

to the extent that any such Transfer Tax is recoverable, SPGI or SpinCo, as applicable, shall use commercially reasonable efforts to recover

such Transfer Tax from the relevant Taxing Authority.

(iii)          Taxes

Relating to SPGI Compensatory Equity Interests. Notwithstanding any other provision in this ‎Section 3,

any Tax liability (including, for the avoidance of doubt, the satisfaction of any withholding Tax obligation) relating to the issuance,

exercise, vesting or settlement of any SPGI Compensatory Equity Interest shall be allocated in a manner consistent with ‎Section 7.

(iv)         Taxes

Covered by Distribution Documents. Subject to the preceding clauses of this ‎Section 3

and ‎Section 11, any liability or other matter relating to Taxes

that is specifically addressed in any Distribution Document shall be allocated or governed as provided in such Distribution Document.

Section 4.          Preparation

and Filing of Tax Returns.

(a)            SPGI

Prepared Returns. SPGI shall prepare and file, or cause to be prepared and filed, (i) Combined Tax Returns for which a member

of a Combined Group is required or, as provided in ‎Section 4(e)(iii),

elects to file and (ii) SPGI Separate Tax Returns. Each member of any such Combined Group shall execute and file such consents, elections

and other documents as may be required, appropriate or otherwise requested by SPGI in connection with the filing of such Combined Tax

Returns. If a member of the SpinCo Group is responsible for the filing of a Combined Tax Return under Applicable Tax Law, (i) SPGI

shall deliver such prepared Combined Tax Return to SpinCo reasonably in advance of the applicable filing deadline and (ii) SpinCo

shall, or shall cause the applicable member of the SpinCo Group to, file such Combined Tax Return in the form delivered by SPGI.

(b)            SpinCo

Prepared Returns. SpinCo shall prepare and file, or cause to be prepared and filed, all SpinCo Separate Tax Returns. SpinCo shall

submit to SPGI a copy of each Pre-Distribution SpinCo Separate Tax Return no later than thirty (30) days prior to the date such Tax Return

is required to be filed, and SpinCo shall reflect any reasonable comments on such Tax Returns with respect to a Pre-Distribution Period

provided by SPGI no later than ten (10) days prior to the date such Tax Return is required to be filed. SpinCo shall not file or

cause to be filed any Pre-Distribution SpinCo Separate Tax Returns without the consent of SPGI, which consent shall not be unreasonably

withheld or delayed, provided, however, that, for the avoidance of doubt, if SPGI fails to provide any comments within the time

period prescribed above, then SpinCo shall not be precluded from timely filing any such Tax Return by the date it is required to be filed;

provided further, that SpinCo shall amend any Tax Return so filed to reflect any resolution of issues on such Tax Return pursuant

to the procedure set forth in this Section 4(b), to the extent applicable. The Parties shall work together to resolve any issues

arising out of the review of such Tax Returns pursuant to ‎Section 23.

of Information; Timing. SpinCo shall maintain all necessary information for SPGI (or any of its Affiliates) to file any Tax Return

that SPGI is required or permitted to file under this ‎Section 4,

and shall provide to SPGI all such necessary information in accordance with the SPGI Group’s past practices, if any. SPGI shall

maintain all necessary information for SpinCo (or any of its Affiliates) to file any Tax Return that SpinCo is required or permitted to

file under this ‎Section 4, and shall provide SpinCo with

all such necessary information in accordance with the SPGI Group’s past practices, if any. Without limiting the foregoing, the Party

that files, or causes to be filed, any Tax Return shall maintain contemporaneous transfer pricing documentation, in compliance with all

Applicable Laws, with respect to such Tax Returns.

(d)            Review

of Certain Tax Returns.

(i)            Tax

Returns for Other Taxes. The Party responsible for the preparation of any Tax Return relating to Other Taxes shall, if such Tax Return

reflects a Tax liability allocated to the other Party pursuant to ‎Section 3(a)(iii),

submit to such other Party a draft of such Tax Return. Such preparing Party shall use commercially reasonable efforts to (x) make

such portions of a Tax Return available to the other party for review as required under this paragraph no later than thirty (30) days

(or as soon as practicable thereafter, provided that the other Party is given a reasonable opportunity to review such Tax Return)

prior to the due date for filing such Tax Return and (y) have such Tax Return modified to reflect any reasonable comments provided

by the other Party no later than ten (10) days prior to the due date for filing, taking into account which Party is responsible for

payment of the Tax (if any) reported on such Tax Return and the materiality of the Tax liability allocable to the other Party with respect

to such Tax Return.

(e)            Special

Rules Relating to the Preparation of Tax Returns.

(i)            General

Rule. Except as provided in this ‎Section 4(e), SpinCo shall

prepare (or cause to be prepared) any Tax Return with respect to Taxable periods (or portions thereof) ending prior to or on the Distribution

Date and for which it is responsible under this ‎Section 4 in

accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the members

of the SPGI Group prior to the Distribution Date with respect to such Tax Return to the extent permitted by Applicable Law, and to the

extent any items, methods or positions are not covered by Past Practices, as directed by SPGI in its reasonable discretion.

(ii)           Consistency

with Intended Tax Treatment. All Tax Returns that include any member of the SPGI Group or any member of the SpinCo Group shall be

prepared in a manner that is consistent with the Intended Tax Treatment.

(iii)          Election

to File Combined Tax Returns. SPGI shall have the sole discretion to file any Combined Tax Return if the filing of such Tax Return

is elective under Applicable Tax Law. Each member of any such Combined Group shall execute and file such consents, elections and other

documents as may be required, appropriate or otherwise requested by SPGI in connection with the filing of such Combined Tax Returns.

(iv)          Preparation

of Transfer Tax Returns. The Company required under Applicable Tax Law to file any Tax Returns in respect of Transfer Taxes shall

prepare and file (or cause to be prepared and filed) such Tax Returns. If required by Applicable Tax Law, SPGI and SpinCo shall, and shall

cause their respective Affiliates to, cooperate in preparing and filing, and join the execution of, any such Tax Returns.

(f)            Payment

of Taxes. SPGI shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member

of the SPGI Group is responsible for filing under this ‎Section 4,

and SpinCo shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of

the SpinCo Group is responsible for filing under ‎Section 4.

If any member of the SPGI Group is required to make a payment to a Taxing Authority for Taxes allocated to SpinCo under ‎Section 3,

SpinCo shall pay the amount of such Taxes to SPGI in accordance with ‎Section 11

and ‎Section 12. If any member of the SpinCo Group is

required to make a payment to a Taxing Authority for Taxes allocated to SPGI under ‎Section 3,

SPGI shall pay the amount of such Taxes to SpinCo in accordance with ‎Section 11

and ‎Section 12.

(g)            VAT

Group Exit. To the extent that, at or prior to the Distribution, any member of the SpinCo Group is a member of a VAT group of the

SPGI Group under applicable Law (a “VAT Group”), the SPGI Group shall control the process for effecting such member’s

exit from that VAT Group with effect following the Distribution. The SPGI Group and the SpinCo Group shall take all reasonable steps,

and provide all reasonable cooperation and assistance to one another (including the provision of information, consents and elections),

to procure that each such SpinCo Group member ceases to be a member of the relevant VAT Group as of the end of the day on which the Distribution

occurs. Following the Distribution, and to the extent not already done prior to the Distribution, the SpinCo Group shall procure the registration

of the relevant SpinCo Group members for VAT (whether by way of separate registrations or as members of one or more SpinCo Group VAT Groups)

and shall be responsible for all ongoing VAT compliance of the SpinCo Group following the Distribution.

Section 5.          Apportionment

of Earnings and Profits and Tax Attributes.

(a)            General

Rule. Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes

will inure to) the members of the SPGI Group and the members of the SpinCo Group in accordance with SPGI’s historical practice (including

historical methodologies for making corporate allocations), if any, the Code, Treasury Regulations, and any Applicable Law, as determined

by SPGI in its good faith discretion. Notwithstanding the foregoing, to the extent permitted by Applicable Law, with respect to any Tax

Attributes arising in a Pre-Distribution Period, SpinCo shall, and shall cause the members of the SpinCo Group to, take any action as

may be reasonably directed by SPGI (including, for example, file any Tax Return or make any Tax election to surrender any Tax Attributes

over to a member of the SPGI Group) in order for such Tax Attributes to be allocated to and utilized by (and the benefits and burdens

of such Tax Attributes to inure to) SPGI or any member of the SPGI Group with respect to any Tax period that ends on or before, or that

includes, the Distribution Date.

(b)            Notice

to SpinCo. Upon the reasonable request of SpinCo in writing, SPGI shall in good faith, based on information reasonably available to

it, advise SpinCo in writing of SPGI’s estimate of the portion, if any, of any earnings and profits, previously taxed earnings and

profits (within the meaning of Section 959 of the Code (“PTEP”)), Tax Attributes, tax basis, overall foreign loss

or other consolidated, combined or unitary attribute which SPGI determines is expected to be allocated or apportioned to the members of

the SpinCo Group under Applicable Tax Law. In the event of any adjustments to the previously delivered estimates of the portion of earnings

and profits, PTEP, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by

SPGI, SPGI shall promptly advise SpinCo in writing of such adjustment. SpinCo shall reimburse SPGI for all reasonable Third Party costs

and expenses actually incurred by the SPGI Group in connection with providing such estimation requested by SpinCo within forty-five (45)

days after receiving an invoice from SPGI therefor, provided, however, that SPGI shall first procure a fee quote for such Third

Party costs which SpinCo must approve before SPGI incurs such costs. For the avoidance of doubt, SPGI shall not be liable to any member

of the SpinCo Group for any failure of any determination under this ‎Section 5(b) to

be accurate under Applicable Tax Law, provided such determination was made in good faith. All members of the SpinCo Group shall

prepare all Tax Returns in accordance with the written notices provided by SPGI to SpinCo pursuant to this ‎Section 5(b).

Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTEP, Tax Attributes, Tax basis, overall

foreign loss or other consolidated, combined or unitary attribute allocated to members of the SPGI Group or the SpinCo Group pursuant

to ‎Section 5(b) is later reduced or increased by

a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings

and profits, PTEP, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated

pursuant to this ‎Section 5, as determined by SPGI in

good faith.

Section 6.          Amended

Returns; Utilization of Tax Attributes.

(a)            Amended

Returns. Any amended Tax Return or claim for a Tax Refund with respect to any member of the SpinCo Group may be made only by the Party

responsible for preparing the original Tax Return (or, in the case of a Tax Return filed prior to the Distribution Date, the Party which

would have been responsible for preparing such Tax Return had this Agreement been in effect at the time of the preparation of such Tax

Return) with respect to such member of the SpinCo Group pursuant to ‎Section 4.

(b)            SPGI

Discretion. SpinCo hereby agrees that SPGI shall be entitled to determine in its sole discretion whether to (x) file or to cause

to be filed any claim for a Tax Refund or adjustment of Taxes with respect to any Combined Tax Return in order to claim in any Pre-Distribution

Period any SpinCo Carried Item, (y) make or cause to be made any available elections to waive the right to claim in any Pre-Distribution

Period, with respect to any Combined Tax Return, any SpinCo Carried Item, and (z) make or cause to be made any affirmative election

to claim in any Pre-Distribution Period any SpinCo Carried Item, in each case, to the extent such election or filing does not result in

any increase in Tax allocated to a member of the SpinCo Group under this Agreement (including, for the avoidance of doubt, any amounts

allocated to SpinCo pursuant to ‎Section 3(c)). Subject

to ‎Section 6(c), SpinCo shall submit a written request

to SPGI in order to seek SPGI’s consent with respect to any of the actions described in this ‎Section 6(b).

Carrybacks to Combined Tax Returns.

(i)            Subject

to ‎Section 6(b), unless SPGI otherwise consents in writing,

each member of the SpinCo Group shall elect, to the extent permitted by Applicable Tax Law, to forgo the right to carry back any SpinCo

Carried Item from a Post-Distribution Period to a Combined Tax Return.

(ii)           If

a member of the SpinCo Group determines that it is required by Applicable Tax Law to carry back any SpinCo Carried Item to a Combined

Tax Return, it shall notify SPGI in writing of such determination at least ninety (90) days prior to filing the Tax Return on which such

carryback will be reflected. Such notification shall include a description in reasonable detail of the basis for any expected Tax Refund

and the amount thereof. If SPGI disagrees with such determination, the Parties shall resolve their disagreement pursuant to the procedures

set forth in ‎Section 23.

(iii)          For

the avoidance of doubt, if a SpinCo Carried Item is carried back to a Combined Tax Return for any reason, unless SPGI Group consents otherwise,

no member of the SPGI Group shall be required to make any payment to, or otherwise compensate, any member of the SpinCo Group in respect

of such SpinCo Carried Item, which consent may be subject to such conditions as SPGI Group determines in its good faith discretion (including,

for example, SpinCo bearing all associated costs and expenses and retaining an accounting firm that is acceptable to SPGI Group in connection

therewith).

(d)            Other

Carryforwards or Carrybacks of Tax Attributes. If a portion or all of any Tax Attribute is allocated to a member of a Combined Group

pursuant to ‎Section 5 and is carried forward or

back to a SpinCo Separate Tax Return, any Tax Refund arising from such carryforward or carryback shall be retained by the SpinCo Group.

If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to ‎Section 5

and is carried forward or back to a Combined Tax Return or a SPGI Separate Tax Return, any Tax Refund arising from such carryforward

or carryback shall be retained by the SPGI Group.

Section 7.          Deductions

and Reporting for Certain Awards.

(a)            Deductions.

To the extent permitted by Applicable Tax Law, Income Tax deductions with respect to the issuance, exercise, vesting or settlement

after the Distribution Date of any SPGI Compensatory Equity Interests or SpinCo Compensatory Equity Interests shall be claimed (i) in

the case of an active officer or employee, solely by the Group that employs such Person at the time of such issuance, exercise, vesting,

or settlement, as applicable; (ii) in the case of a former officer or employee, solely by the Group that was the last to employ such

Person; and (iii) in the case of a director or former director (who is not an officer or employee or former officer or employee of

a member of either Group), by the Group that is the service recipient with respect to such director or former director with respect to

the SPGI Compensatory Equity Interests or SpinCo Compensatory Equity Interests at issue (or, in the case of SpinCo Compensatory Equity

Interests that are issued in exchange for or in respect of SPGI Compensatory Equity Interests, with respect to such SPGI Compensatory

Equity Interests).

(b)            Compensation

Tax Benefit. SPGI shall be entitled to the value of the overall net reduction in actual cash Taxes paid by the SpinCo Group (determined

on a “with and without” basis) (the “Compensation Tax Benefit”) resulting from the utilization by the SpinCo

Group under Applicable Tax Law of a Tax Attribute or a Tax deduction for a Taxable period ending after the Distribution Date attributable

to (i) the issuance, exercise, vesting or settlement after the Distribution Date of any SPGI Compensatory Equity Interests, or (ii) any

liability with respect to compensation required to be paid or satisfied by, or otherwise allocated to, any member of the SPGI Group in

accordance with any Distribution Document (and not reimbursed or otherwise ultimately borne by a member of the SpinCo Group) (a “Compensation

Liability”). SPGI shall be entitled to reduce any amount that would otherwise be payable to a member of the SpinCo Group in

respect of a Compensation Liability to reflect the Compensation Tax Benefit that otherwise would result from such Compensation Liability.

Any member of the SpinCo Group that receives a Compensation Tax Benefit shall, promptly following the filing of the Tax Return that reflects

such Compensation Tax Benefit, pay to SPGI an amount in cash equal to such benefit (except to the extent SPGI has already been compensated

for such benefit pursuant to the immediately precedent sentence). If a Taxing Authority subsequently reduces or disallows the use of a

Tax Attribute or a Tax deduction that gave rise to a Compensation Tax Benefit by the SpinCo Group, SPGI shall return an amount equal to

the overall net increase in Tax liability of the SpinCo Group owing to the Taxing Authority as a result thereof.

and Reporting. All applicable withholding and reporting responsibilities (including all income, payroll or other Tax reporting related

to income to any current or former employee) with respect to the issuance, exercise, vesting or settlement of such SPGI Compensatory Equity

Interests or SpinCo Compensatory Equity Interests shall be the responsibility of the party to which such responsibility has been prescribed

by Section 8.05(e) of the Employee Matters Agreement. SPGI and SpinCo acknowledge and agree that the Parties shall cooperate

with each other and with Third Party providers to effectuate withholding and remittance of Taxes, as well as required Tax reporting, in

a timely manner.

Section 8.          Tax

Refunds and Tax Benefits.

(a)            SPGI

Tax Refunds. Except as provided by ‎Section 8(b),

SPGI shall be entitled to all Tax Refunds received by any member of the SPGI Group or any member of the SpinCo Group, including but not

limited to Tax Refunds resulting from the matters set forth on Schedule B.

(b)            SpinCo

Tax Refunds. SpinCo shall be entitled to any Tax Refunds received by any member of the SPGI Group or any member of the SpinCo Group

after the Distribution Date with respect to any Tax allocated to a member of the SpinCo Group under this Agreement, other than, for the

avoidance of doubt, any Tax Refunds resulting from the matters set forth on Schedule B.

Refund Recipient. A Company (a “Tax Refund Recipient”) receiving (or realizing) a Tax Refund to which another Company

is entitled hereunder shall pay over the amount of such Tax Refund (including interest received from the relevant Taxing Authority, but

net of any Taxes imposed with respect to such Tax Refund or the payment of such Tax Refund and any other reasonable costs associated therewith

incurred by the Tax Refund Recipient, including Third Party expenses incurred by the Tax Refund Recipient in connection with the application

for or any Tax Proceeding with respect to such Tax Refund) within thirty (30) days of receipt thereof (or from the due date for payment

of any Tax reduced thereby); provided, however, that the other Company, upon the request of such Tax Refund Recipient, shall

repay the amount paid to the other Company (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in

the event that, as a result of a subsequent Final Determination, a Tax Refund that gave rise to such payment is subsequently disallowed.

Notwithstanding anything to the contrary herein, neither SPGI nor SpinCo (or any of their respective Affiliates) shall be obligated to

make a payment otherwise pursuant to this ‎Section 8(c) to

the extent making such payment would place SPGI or SpinCo (or any of their respective Affiliates) in a less favorable net after-Tax position

than SPGI or SpinCo (or any of their respective Affiliates) would have been in if the relevant Tax Refund had not been realized.

(d)            Tax

Benefits. If SPGI determines, in its good faith discretion, that (i) one Party is responsible for a Tax pursuant to this Agreement,

including pursuant to an obligation to indemnify the other Party under Section 11, or under Applicable Tax Law, and (ii) the

other Party is entitled to a deduction, refund, credit, or other Tax benefit in respect of such Tax (a “Tax Benefit”),

then such other Party shall pay to the first Party (or the first Party’s indemnification obligations to the other Party under Section 11

shall be reduced by, as applicable) the amount of the Tax Benefit, as determined by SPGI in its good faith discretion.

Section 9.          Certain

Representations and Covenants.

(a)            Representations.

(i)            SPGI,

on behalf of itself and all other members of the SPGI Group, hereby represents and warrants that (A) it has examined each of the

Tax Opinions, the Tax Representation Letters, the Tax rulings set forth in Schedule C (the “Specified Tax Rulings”),

and any other materials delivered or deliverable in connection with the issuance of each such Tax Opinion, the Tax Representation Letter

and Specified Tax Rulings (collectively, the “Tax Materials”) and (B) except as would not, individually or in

the aggregate, affect the Intended Tax Treatment of any Specified Transaction, the facts presented and representations that have been

or will be made therein, to the extent descriptive of or otherwise relating to SPGI or any member of the SPGI Group or the SPGI Business,

were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and

complete. SPGI, on behalf of itself and all other members of the SPGI Group, hereby confirms and agrees to comply with any and all covenants

and agreements in the Tax Materials applicable to SPGI or any member of the SPGI Group or the SPGI Business.

(ii)           SpinCo,

on behalf of itself and all other members of the SpinCo Group, hereby represents and warrants that (A) it has examined the Tax Materials

and (B) except as would not, individually or in the aggregate, affect the Intended Tax Treatment of any Specified Transaction, the

facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to SpinCo

or any member of the SpinCo Group or the SpinCo Business, were or will be, at the time presented or represented and from such time until

and including the Distribution Date, true, correct, and complete. SpinCo, on behalf of itself and all other members of the SpinCo Group,

hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SpinCo or any member

of the SpinCo Group or the SpinCo Business.

(iii)          Each

of SPGI, on behalf of itself and all other members of the SPGI Group, and SpinCo, on behalf of itself and all other members of the SpinCo

Group, represents and warrants that it knows of no fact (after due inquiry) that may cause the tax treatment of any Specified Transactions

to be other than the Intended Tax Treatment with respect to such Specified Transaction.

(iv)         Each

of SPGI, on behalf of itself and all other members of the SPGI Group, and SpinCo, on behalf of itself and all other members of the SpinCo

Group, represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations

made in the Tax Materials.

(v)          SpinCo

and each other member of the SpinCo Group represents and warrants that as of the date hereof and as of the Distribution Date, there is

no plan or intention to:

(A)           liquidate

or convert (through a Treasury Regulations Section 301.7701-3(c) election or otherwise) SpinCo or any member of the SpinCo Group,

or to merge, amalgamate, or consolidate SpinCo or any member of the SpinCo Group with any other Person subsequent to the Distribution;

(B)           sell,

transfer or otherwise dispose of any asset of any member of the SpinCo Group, except in the ordinary course of business;

stock of SpinCo other than in a manner that satisfies the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30

(as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48) and is consistent with any representations

made in the Tax Materials;

(D)           take

or fail to take any action, which action or failure to act management of SpinCo knows, or should know, is reasonably likely to contravene

any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the SpinCo Group or the SPGI

Group is a party; or

(E)            enter

into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the

exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions,

or acquisitions, but not including the Distribution) that could reasonably be expected to cause the Distribution to be treated as part

of a plan (within the meaning of Section 355(e) of the Code) pursuant to which one or more Persons acquire, directly or indirectly,

SpinCo stock representing a 50% or greater interest within the meaning of Section 355(d)(4) of the Code.

(b)            SpinCo

Covenants.

(i)            SpinCo

shall not, and shall not permit any other member of the SpinCo Group to, take or fail to take any action, which action or failure to act

constitutes or reasonably could constitute a SpinCo Disqualifying Action.

(ii)           SpinCo

shall not, and shall not permit any other member of the SpinCo Group to, take or fail to take any action that is inconsistent with, or

causes to be untrue, any information, covenant or representation set forth in the Tax Materials.

(iii)          SpinCo

shall not, and shall not permit any other member of the SpinCo Group to, take or fail to take any action, which action or failure to act

management of SpinCo knows, or should know, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior

to the Distribution Date to which any member of the SpinCo Group or the SPGI Group is a party.

(iv)          During

the two-year period following the Distribution Date:

(A)            SpinCo

(x) shall maintain its status as a company engaged in the SpinCo Active Trade or Business, and shall not engage in any transaction

that would result in it ceasing to be a company engaged in each Active Trade or Business, (y) shall cause each other member of the

SpinCo Group whose Active Trade or Business is relied upon, in whole or in part, for purposes of qualifying the Distribution or any Internal

Distribution for its Intended Tax Treatment to maintain its status as a company engaged in such Active Trade or Business, and shall not

cause or permit such other member of the SpinCo Group to engage in any transaction that would result in such member of the SpinCo Group

ceasing to be a company engaged in the such Active Trade or Business; and (z) shall not dispose of or permit a member of the SpinCo

Group to dispose of, directly or indirectly, any interest in a member of the SpinCo Group described in clause (y) hereof;

(B)            SpinCo

shall not redeem or repurchase any stock of SpinCo, or rights to acquire stock of SpinCo, in a manner contrary to the requirements of

Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue

Procedure 2003-48) or inconsistent with any representations in the Tax Materials;

shall not, and shall not agree to, (i) liquidate (including any action that is a liquidation for U.S. federal income tax purposes)

or convert (through a Treasury Regulations Section 301.7701-3(c) election or otherwise), or (ii) merge, consolidate or

amalgamate with any other Person;

(D)            SpinCo

shall not, and shall not agree to, cause or permit any member of the SpinCo Group (i) to liquidate (including any action that is

a liquidation for U.S. federal income tax purposes) or convert (through a Treasury Regulations Section 301.7701-3(c) election

or otherwise), or (ii) to merge, consolidate or amalgamate with any other Person;

(E)            SpinCo

shall not, and shall not agree to, cause or permit any other member of the SpinCo Group to, or to agree to, sell or otherwise issue to

any Person any Equity Interests of SpinCo or of any other member of the SpinCo Group; provided, however, that SpinCo may

issue Equity Interests to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s

performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d) (each

a “Permitted Section 355(e) Safe Harbor”);

(F)            SpinCo

shall not (i) (I) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Interests of, (II) participate

in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Interests of SpinCo or (III) approve

or otherwise permit any proposed business combination or any transaction which, in the case of clauses (I), (II) or (III), individually

or in the aggregate, together with (x) any other transaction occurring within the four-year period beginning on the date which is

two years before the Distribution Date, and (y) any other transaction which is part of a plan or series of related transactions (within

the meaning of Section 355(e) of the Code) that includes the Distribution, could result in one or more Persons acquiring (except

for acquisitions that otherwise satisfy a Permitted Section 355(e) Safe Harbor) directly or indirectly stock representing a

40% or greater interest, by vote or value, in SpinCo (or any successor thereto) (any such transaction, a “Proposed Acquisition

Transaction”) or (ii) to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed

Acquisition Transaction to occur; provided further that any clarification of, or change in, the statute or regulations promulgated

under Section 355(e) of the Code shall be incorporated in the restrictions in this clause (iv) and the interpretation thereof,

as in good faith determined by SPGI;

(G)            if

any member of the SpinCo Group proposes to enter into any transaction or series of transactions that is not a Proposed Acquisition Transaction

but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were

30% instead of 40% (a “‎Section 9(b)(iv)(G) Acquisition

Transaction”), SpinCo shall provide SPGI, no later than ten

(10) Business Days following the signing of any written agreement with respect to the Section 9(b)(iv)(G) Acquisition Transaction,

a written description of such transaction (including the type and amount of Equity Interests of SpinCo to be issued or sold in such transaction)

and a certificate of the board of directors of SpinCo to the effect that the Section 9(b)(iv)(G) Acquisition Transaction is

not a Proposed Acquisition Transaction;

(H)            SpinCo

shall not amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder

vote or otherwise, affecting the voting rights of the Equity Interests of SpinCo (including, without limitation, through the conversion

of one class of Equity Interests of SpinCo into another class of Equity Interests of SpinCo); and

(I)            SpinCo

shall not take or fail to take, or cause or permit any other member of the SpinCo Group to take or fail to take, any action, which action

or failure to act prevents, or could reasonably be expected to prevent, a Specified Transaction from qualifying for its Intended Tax Treatment.

(v)            SpinCo

shall comply with the covenants set forth in Schedule E.

Covenants Exceptions. Notwithstanding the provisions of ‎Section 9(b),

SpinCo and the other members of the SpinCo Group may take any action that would be inconsistent with the covenants contained in ‎Section 9(b)(iv) if:

(i) SpinCo notifies SPGI of its proposal to take such action and SpinCo and SPGI obtain a ruling from the IRS, in form and substance

satisfactory to SPGI in its sole and absolute discretion, to the effect that such action will not affect the Intended Tax Treatment (a

“Post-Distribution Ruling”), provided that SpinCo agrees in writing to bear any expenses associated with obtaining

such a ruling; (ii) SpinCo notifies SPGI of its proposal to take such action and obtains an unqualified opinion, in form and substance

satisfactory to SPGI in its sole and absolute discretion (A) from a Tax advisor recognized as an expert in federal income Tax matters,

(B) on which SPGI may rely and (C) to the effect that such action “will” not affect the Intended Tax Treatment (an

“Unqualified Tax Opinion”); or (iii) SpinCo notifies SPGI of its proposal to take such action and SPGI waives

the requirement to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, which waiver may be withheld by SPGI in its sole and

absolute discretion; provided that neither the receipt of a Post-Distribution Ruling or Unqualified Tax Opinion nor SPGI’s

waiver of the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion shall relieve SpinCo of, or otherwise limit

or modify, its continuing indemnification obligation in respect of such action under Section 11(a).

Section 10.          Protective

Section 336(e) Election; Tax Receivable Arrangements.

(a)            Section 336(e) Election.

Pursuant to Treasury Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), SPGI and SpinCo agree that, in SPGI’s sole discretion,

a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and under any comparable

provisions of state, local or non-U.S. law for each member of the SpinCo Group that is a domestic corporation for U.S. federal income

Tax purposes with respect to the Distribution (a “Section 336(e) Election”) will be made, and, in such case,

SPGI and SpinCo shall take all necessary or helpful actions to facilitate the Section 336(e) Election. It is intended that a

Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined

in Treasury Regulations Section 1.336-1(b)(6), by reason of the application of Treasury Regulations Section 1.336-1(b)(5)(i)(B) or

Treasury Regulations Section 1.336-1(b)(5)(ii), or under any comparable provisions of state, local or non-U.S. law in any other jurisdiction.

(b)            Tax

Receivable Arrangements. If any Specified Event results in the imposition of a liability on the part of a member of the SPGI Group

for Taxes (including any Taxes attributable to the Section 336(e) Election) that are not allocated to SpinCo pursuant to ‎Section 3

or ‎Section 11, (i) SPGI shall be entitled to periodic

payments from SpinCo equal to the product of (x) the Tax savings realized by SpinCo that are attributable to Tax Attributes arising

from such Specified Event and (y) a percentage derived by dividing (A) the Taxes arising from such Specified Event that are

not allocated to SpinCo pursuant to ‎Section 3 or ‎Section 11

by (B) the total Taxes arising from such Specified Event, and (ii) the Parties shall negotiate in good faith the terms of a

tax receivable agreement to govern the calculation of such payments; provided that any such tax savings in clause (i) shall

be determined using a “with and without” methodology (treating any Tax Attribute arising from any Specified Event as the last

items claimed for any taxable year, including after the utilization of any carryforwards). Notwithstanding the foregoing, SPGI may, at

its sole discretion, waive its right to receive any and all payments pursuant to this ‎Section 10(b).

Section 11.          Indemnities.

(a)            SpinCo

Indemnity to SPGI. Subject to the limitations set forth in ‎Section 11(c),

except in the case of any liabilities described in ‎Section 11(b),

SpinCo and each other member of the SpinCo Group shall jointly and severally indemnify SPGI and the other members of the SPGI Group against,

and hold them harmless, without duplication, from:

(i)            any

Tax liability allocated to SpinCo pursuant to ‎Section 3;

(ii)           any

Tax liability and Tax-Related Losses attributable to a breach, after the Distribution Time, by SpinCo or any other member of the SpinCo

Group of any representation, covenant or provision contained in this Agreement (including, for the avoidance of doubt, any Taxes and Tax-Related

Losses resulting from any breach for which the conditions set forth in ‎Section 9(c) are

satisfied); and

(iii)          all

liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses),

losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax

liability or damage described in ‎(i) or ‎(ii),

including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of

any such Tax, liability or damage.

(b)            SPGI

Indemnity to SpinCo. Subject to the limitations set forth in ‎Section 11(c),

except in the case of any liabilities described in ‎Section 11(a),

SPGI and each other member of the SPGI Group shall jointly and severally indemnify SpinCo and the other members of the SpinCo Group against,

and hold them harmless, without duplication, from:

(i)            any

Tax liability allocated to SPGI pursuant to ‎Section 3;

(ii)           any

Tax liability and Tax-Related Losses attributable to a breach, after the Distribution Time, by SPGI or any other member of the SPGI Group

of any representation, covenant or provision contained in this Agreement; and

(iii)          all

liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses),

losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax

liability or damage described in ‎(i) or ‎(ii),

including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of

any such Tax, liability or damage.

Fault. To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections ‎11(a) and

‎11(b), responsibility for such Tax or Tax-Related Loss shall

be shared by SPGI and SpinCo according to relative fault. For the avoidance of doubt, the indemnification obligation of a Party under

Section 11(a) or Section 11(b), as applicable in respect of Taxes or Tax-Related Losses attributable to a breach by such

Party of any representation, covenant or provision contained in this Agreement shall include Taxes or Tax-Related Losses for which the

other Party would, in the absence of such breach by the first Party, be required to indemnify the first Party under Section 11(a) or

Section 11(b), as applicable and shall, to the extent attributable to such breach, relieve such other Party of its indemnification

obligation.

(d)            Discharge

of Indemnity. SpinCo, SPGI and the members of their respective Groups shall discharge their obligations under ‎Section 11(a) or

‎Section 11(b) hereof, respectively, by paying the relevant

amount in accordance with ‎Section 12, within thirty (30)

Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of

such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding Party is required to pay

the related Tax liability. Any such demand shall include a statement showing the amount due under ‎Section 11(a) or

‎Section 11(b), as the case may be. Notwithstanding the

foregoing, if any member of the SpinCo Group or any member of the SPGI Group disputes in good faith the fact or the amount of its obligation

under ‎Section 11(a) or ‎Section 11(b),

then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with ‎Section 23

hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear

interest as provided in ‎Section 12.

(e)            Tax

Gross Up. If, notwithstanding the manner in which payments described in ‎Section 12

were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement

or the Separation Agreement, such payment shall be appropriately increased so that the amount of such payment, reduced by the amount of

all Taxes payable with respect to the receipt thereof, shall equal the amount of the payment which the Company receiving such payment

would otherwise be entitled to receive. For purposes of this ‎Section 11,

the amount of any Taxes payable with respect to the receipt of a payment pursuant to this Agreement or the Separation Agreement shall

be calculated by assuming that the recipient or the Group of which it is a member, as applicable, (i) pays Tax at the highest marginal

corporate Tax rates in effect in each relevant taxable year and (ii) has no Tax Attributes in any relevant taxable year.

Section 12.          Payments.

(a)            Timing.

All payments to be made under this Agreement (excluding, for the avoidance of doubt, any payments to a Taxing Authority described herein)

shall be made in immediately available funds. Except as otherwise provided herein, all such payments will be due thirty (30) Business

Days after the receipt of notice of such payment or, where no notice is required, thirty (30) Business Days after the fixing of liability

in respect of which such payment is to be made (the “Due Date”), and where notice is required, the Party providing

notice shall include with such notice supporting documentation in reasonable detail substantiating the amount of the payment and the calculation

of such amount. Payments shall be deemed made when received. Any payment that is not made on or before the Due Date shall bear interest

at a rate of 12% per annum, compounded monthly, for the period from and including the date immediately following the Due Date through

and including the date of payment. With respect to any payment required to be made under this Agreement, SPGI shall make such payment

directly to SpinCo and SpinCo shall make such payment directly to SPGI; provided, however, SPGI shall have the right to

designate, by written notice to SpinCo, which member of the SPGI Group will make or receive such payment, and vice versa (unless such

designation will result in unreimbursed costs for the non-designating Party that cannot be mitigated with commercially reasonable efforts);

and provided, further, that if SPGI determines, in its sole discretion, that an alternative payment procedure (which may include,

without limitation, funding into an escrow account, making payments directly to the relevant ultimate recipient or designating the specific

payor and/or payee within the SPGI Group or the SpinCo Group, as the case may be, but may not include any change to the amount owed) is

necessary or helpful to preserve the intended tax treatment, as reasonably determined by SPGI, of any payment to be made pursuant to this

Agreement, the Separation Agreement or any other Distribution Document, SpinCo shall cooperate in adopting such payment procedure upon

notice from SPGI. All indemnification payments shall be treated in the manner described in ‎Section 12(b).

(b)            Treatment

of Payments. Except as otherwise reasonably determined by SPGI, to the extent permitted by Applicable Tax Law, any payment made by

SPGI or any member of the SPGI Group to SpinCo or any member of the SpinCo Group, or by SpinCo or any member of the SpinCo Group to SPGI

or any member of the SPGI Group, pursuant to this Agreement, the Separation Agreement or any other Distribution Document that relates

to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the Parties for all Tax purposes

as a distribution by SpinCo to SPGI, or a capital contribution from SPGI to SpinCo, as the case may be, or as the payment of an assumed

or retained liability, where appropriate; provided, however, that notwithstanding anything to the contrary in this ‎Section 12(b),

any payment made pursuant to Section 2.09(c) of the Separation Agreement shall instead be treated as if the Party required to

make a payment of received amounts had received such amounts as agent for the other Party; provided further that any payment made

pursuant to (i) Section 3.03 of the Transition Services Agreement and (ii) other commercial arrangements, if any, between

members of the SPGI Group, on the one hand, and members of the SpinCo Group, on the other hand, that will continue to be in effect following

the Distribution Date shall instead be treated as a payment for services or as required in light of the nature of such commercial arrangements.

SPGI and SpinCo shall, and shall cause their Affiliates to, use commercially reasonable efforts to cooperate and take reasonable actions

to minimize any Tax liability in connection with a payment under this ‎Section 12(b).

In the event that a Taxing Authority asserts that a Party’s treatment of a payment described in this ‎Section 12(b) should

be other than as required herein, such Party shall use its reasonable best efforts to contest such assertion in a manner consistent with

‎Section 15 of this Agreement.

Duplicative Payment. It is intended that the provisions of this Agreement shall not result in a duplicative payment of any amount

required to be paid under the Separation Agreement or any other Distribution Document, and this Agreement shall be construed accordingly.

Section 13.          Performance.

Each Party shall cause to be performed, and shall guarantee the performance of, all actions, agreements and obligations set forth herein

to be performed by any member of such Party’s Group.

Section 14.          Communication

and Cooperation.

(a)            Consult

and Cooperate. SPGI and SpinCo shall consult and cooperate (and shall cause each other member of their respective Groups to consult

and cooperate) fully at such time and to the extent reasonably requested by the other Party in connection with all matters subject to

this Agreement. Such cooperation shall include, without limitation:

(i)            the

retention, and provision on reasonable request, of any and all information including all books, records, documentation or other information

pertaining to Tax matters relating to the SpinCo Group (or, in the case of any Tax Return of the SPGI Group, the portion of such return

that relates to Taxes for which the SpinCo Group may be liable pursuant to this Agreement), any necessary explanations of information,

and access to personnel, until one year after the expiration of the applicable statute of limitation (giving effect to any extension,

waiver or mitigation thereof);

(ii)           the

execution of any document that may be necessary (including to give effect to ‎Section 15)

or helpful in connection with any required Tax Return or in connection with any audit, proceeding, suit or action;

(iii)          the

use of the parties’ commercially reasonable efforts to obtain any documentation from a Governmental Authority or a Third Party that

may be necessary or helpful in connection with the foregoing; and

(iv)          the

actions set forth in Schedule D.

(b)            Provide

Information. Except as set forth in ‎Section 15, SPGI

and SpinCo shall keep each other reasonably informed with respect to any material development relating to the matters subject to this

Agreement.

Attribute Matters. SPGI and SpinCo shall promptly advise each other with respect to any proposed Tax adjustments that are the subject

of an audit or investigation, or are the subject of any proceeding or litigation, and that may affect any Tax liability or any Tax Attribute

(including, but not limited to, basis in an asset or the amount of earnings and profits) of any member of the SpinCo Group or any member

of the SPGI Group, respectively.

(d)            Confidentiality

and Privileged Information. Any information or documents provided under this Agreement shall be kept confidential by the Party receiving

the information or documents in accordance with the confidential provisions in the Separation Agreement, except as may otherwise be necessary

in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the

foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the SPGI Group or

SpinCo Group, respectively, shall be required to provide any member of the SpinCo Group or SPGI Group, respectively, or any other Person

access to or copies of any information or procedures other than information or procedures that relate solely to SpinCo, the SpinCo Group,

the SpinCo Business or the SpinCo Assets, or matters for which SpinCo or SPGI Group, respectively, has an obligation to indemnify under

this Agreement, and (ii) in no event shall any member of the SPGI Group or the SpinCo Group, respectively, be required to provide

any member of the SpinCo Group or SPGI Group, respectively, or any other Person access to or copies of any information if such action

could reasonably be expected to result in the waiver of any Privilege (taking into account Section 4.08 of the Separation Agreement).

(e)            Compliance.

In the event that SPGI or SpinCo, respectively, determines that compliance with its obligations under this Section 14 (including

the provision of any information to any member of the SpinCo Group or SPGI Group, respectively) could be commercially detrimental or violate

any law or agreement to which SPGI or SpinCo (or members of their respective Groups) is bound, it shall promptly provide notice to SpinCo

or SPGI, as applicable, and the Parties shall use commercially reasonable efforts to permit compliance with its obligations under this

Section 14 in a manner that avoids any such harm or consequence.

Section 15.        Audits

and Contests.

(a)            Notice.

Each of SPGI or SpinCo shall promptly notify the other Party in writing upon the receipt of any notice of Tax Proceeding from the relevant

Taxing Authority or upon becoming aware of an actual or potential Tax Proceeding by a Taxing Authority that may affect the liability of

any member of the SpinCo Group or the SPGI Group, respectively, for Taxes under Applicable Law or this Agreement; provided that

an Indemnified Party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify,

except to the extent that the Indemnifying Party is prejudiced by such failure.

(b)            SPGI

Control. Notwithstanding anything in this Agreement to the contrary but subject to ‎Section 15(d),

SPGI shall have the right to control all matters relating to Separation Taxes, any SPGI Separate Tax Return and any other Tax Return,

or any Tax Proceeding, with respect to any Tax matters of a Combined Group or any member of a Combined Group (as such). SPGI shall have

absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter

described in the preceding sentence; provided, however, that to the extent that any Tax Proceeding relating to such a Tax

matter is reasonably likely to give rise to an indemnity obligation of SpinCo under ‎Section 11

hereof, (i) SPGI shall keep SpinCo informed of all material developments and events relating to any such Tax Proceeding described

in this proviso and (ii) at its own cost and expense, SpinCo shall have the right to participate in (but not to control) the defense

of any such Tax Proceeding.

Assumption of Control with Respect to Non-Separation Taxes. If the resolution of any matter pursuant to a Tax Proceeding described

in ‎Section 15(b) (other than a Tax Proceeding relating

to Separation Taxes) is reasonably likely to have an adverse effect on the SpinCo Group with respect to any Post-Distribution Period,

SPGI, in its sole discretion, may permit SpinCo to elect to assume control over the conduct of such matter at SpinCo’s sole cost

and expense; provided, however, that if SpinCo so elects, it will (i) be responsible for the payment of any liability

arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify

the SPGI Group for the creation of or any increase in any liability, and any reduction of a Tax asset, of the SPGI Group arising from

such matter.

(d)            SpinCo

Control. SpinCo shall have the right to control any Tax Proceeding relating to SpinCo Separate Tax Returns, provided that to

the extent that any Tax Proceeding relating to such a Tax matter is reasonably likely to give rise to an indemnity obligation of SPGI

under ‎‎Section 11 hereof or a Tax Refund or Tax Benefit

to which SPGI in entitled pursuant to ‎Section 8 hereof,

(i) SpinCo shall keep SPGI informed of all material developments and events relating to any such Tax Proceeding, (ii) at its

own cost and expense, SPGI shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, (iii) SpinCo

shall not settle or compromise any such Tax Proceedings described in this proviso without SPGI’s prior written consent, which consent

shall not be unreasonably withheld, conditioned or delayed, (iv) SpinCo shall prosecute all elements of such Tax Proceeding, including

by making commercially reasonable efforts to minimize any Tax liability and maximize any Tax Refund or Tax Benefit at issue in such Tax

Proceeding, irrespective of the Party liable for such liability or entitled to such Tax Refund or Tax Benefit; and (v) in the event

SpinCo is not complying with its obligations pursuant to ‎Section 15(d)(iv),

SPGI shall have the right to assume control of such Tax Proceeding and SpinCo shall cooperate in all respects to facilitate such assumption

of control and the subsequent prosecution of such Tax Proceeding (and, in such event, SpinCo shall have the rights set forth in this proviso

that SPGI had prior to such assumption of control by SPGI, mutatis mutandis).

Section 16.          Notices.

Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery,

if delivered by hand, mail, or email transmission to the following addresses:

If to SPGI or the SPGI Group to:

S&P Global Inc.

55 Water Street

New York, New York 10041

Attn: [***]

Email: [***]

with a copy to:

S&P Global Inc.

55 Water Street

New York, New York 10041

Attn: [***]

Email: [***]

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: [***]

Email: [***]

If to SpinCo or the SpinCo Group to:

Mobility Global Inc.

5860 Trinity Parkway, Suite 600

Centreville, Virginia 20120

Attn: [***]

Email: [***]

with a copy to:

Mobility Global Inc.

5860 Trinity Parkway, Suite 600

Centreville, Virginia 20120

Attn: [***]

Email: [***]

or such other address as such Party may hereafter specify for the purpose

by notice to the other Party. All such notices, requests and other communications shall be deemed received on the date of receipt by the

recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.

Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day

in the place of receipt.

Section 17.          Costs

and Expenses. The Party that prepares any Tax Return shall bear the costs and expenses incurred in the preparation of such Tax Return.

Except as expressly set forth in this Agreement or the Separation Agreement, (i) each Party shall bear the costs and expenses incurred

pursuant to this Agreement to the extent the costs and expenses are directly allocable to a liability or obligation allocated to such

Party and (ii) to the extent a cost or expense is not directly allocable to a liability or obligation, it shall be borne by the Party

incurring such cost or expense. For purposes of this Agreement, costs and expenses shall include, but not be limited to, reasonable attorneys’

fees, accountants’ fees and other related professional fees and disbursements.

Section 18.          Effectiveness;

Termination and Survival. Except as expressly set forth in this Agreement, as between SPGI and SpinCo, this Agreement shall become

effective upon the consummation of the Distribution. All rights and obligations arising hereunder shall survive until they are fully effectuated

or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect

and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension,

waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has

been satisfied or otherwise resolved. This Agreement shall terminate without any further action at any time before the Distribution upon

termination of the Separation Agreement.

Section 19.          Specific

Performance. Each Party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions

of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each Party agrees that, if there

is a breach or threatened breach, in addition to any and all other rights and remedies at law or in equity, the other nonbreaching Party

to this Agreement, without posting any bond, shall be entitled to seek equitable relief in the form of specific performance, temporary

restraining order, temporary or permanent injunction, attachment, or any other equitable remedy that may then be available to obligate

the breaching Party (i) to perform its obligations under this Agreement or (ii) if the breaching Party is unable, for whatever

reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other Party to

this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or

granting liens on, the assets of the breaching Party to secure the performance by the breaching Party of those obligations).

Section 20.          Entire

Agreement; Amendments and Waivers.

(a)            Entire

Agreement.

(i)            This

Agreement and the other Distribution Documents constitute the entire understanding of the Parties with respect to the subject matter hereof

and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect

to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth or

incorporated by reference herein or in the other Distribution Documents has been made or relied upon by any Party or any member of their

Group with respect to the transactions contemplated by the Distribution Documents. This Agreement is an “Ancillary Agreement”

as such term is defined in the Separation Agreement and shall be interpreted in accordance with the terms of the Separation Agreement

in all respects, provided that in the event of any conflict or inconsistency between the terms of this Agreement, the Separation

Agreement or any other Distribution Document, the terms of this Agreement shall control in all respects.

(ii)            THE

PARTIES ACKNOWLEDGE AND AGREE THAT NO REPRESENTATION, WARRANTY, PROMISE, INDUCEMENT, UNDERSTANDING, COVENANT OR AGREEMENT HAS BEEN

MADE OR RELIED UPON BY ANY PARTY OTHER THAN THOSE EXPRESSLY SET FORTH OR INCORPORATED BY REFERENCE IN THIS AGREEMENT AND IN THE OTHER

DISTRIBUTION DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET FORTH IN THE PRECEDING SENTENCE, NEITHER SPGI NOR ANY OF

ITS AFFILIATES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES IN ANY PRESENTATION OR WRITTEN INFORMATION RELATING

TO THE SPINCO BUSINESS GIVEN OR TO BE GIVEN IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN ANY FILING MADE OR TO BE MADE BY OR

ON BEHALF OF SPGI OR ANY OF ITS AFFILIATES WITH ANY GOVERNMENTAL AUTHORITY, AND NO STATEMENT MADE IN ANY SUCH PRESENTATION OR WRITTEN

MATERIALS (OTHER THAN IN THE TAX MATERIALS), MADE IN ANY SUCH FILING OR CONTAINED IN ANY SUCH OTHER INFORMATION SHALL BE DEEMED A REPRESENTATION

OR WARRANTY HEREUNDER OR OTHERWISE EXCEPT AS EXPRESSLY INCORPORATED BY REFERENCE. SPINCO ACKNOWLEDGES THAT SPGI HAS INFORMED IT THAT NO

PERSON HAS BEEN AUTHORIZED BY SPGI OR ANY OF ITS AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY IN RESPECT OF THE SPINCO BUSINESS OR

IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, UNLESS IN WRITING AND CONTAINED OR INCORPORATED BY REFERENCE IN THIS AGREEMENT OR IN

ANY OF THE OTHER DISTRIBUTION DOCUMENTS TO WHICH THEY ARE A PARTY.

(b)            Amendments

and Waivers.

(i)            Any

provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case

of an amendment, by SPGI and SpinCo, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(ii)            No

failure or delay by any Party (or the applicable member of such Party’s Group) in exercising any right, power or privilege hereunder

shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the

exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any

rights or remedies provided by Applicable Law.

Section 21.       Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the

conflicts of law rules of such state.

Section 22.       WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 23.        Dispute

Resolution. In the event of any dispute relating to this Agreement, the Parties shall work together in good faith to resolve such

dispute within thirty (30) days. In the event that such dispute is not resolved, upon written notice by a Party after such thirty (30)-day

period, the matter shall be referred to a U.S. Tax counsel or accountant of recognized national standing (the “Tax Arbiter”)

that will be jointly chosen by SPGI and SpinCo; provided, however, that, if SPGI and SpinCo do not agree on the selection

of the Tax Arbiter after five (5) days of good faith negotiation, the Tax Arbiter shall consist of a panel of three U.S. Tax counsel

or other Tax advisors of recognized national standing with one member chosen by SPGI, one member chosen by SpinCo, and a third member

chosen by mutual agreement of the other members within the following ten (10)-day period. Each decision of a panel Tax Arbiter shall be

made by majority vote of the members. The Tax Arbiter may, in its discretion, obtain the services of any Third Party necessary to assist

it in resolving the dispute. The Tax Arbiter shall furnish written notice to the Parties to the dispute of its resolution of the dispute

as soon as practicable, but in any event no later than ninety (90) days after acceptance of the matter for resolution. Any such resolution

by the Tax Arbiter shall be binding on the Parties, and the Parties shall take, or cause to be taken, any action necessary to implement

such resolution. All fees and expenses of the Tax Arbiter shall be shared equally by the Parties to the dispute.

Section 24.        Counterparts;

Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts (which may include counterparts