Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.

Allocation of Purchase Price. The sum (a) In no event later than the later of (i) ninety (90) days after the Purchase Price, Closing Date or (ii) forty-five (45) days after the value final determination of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Sharesadjustment payment contemplated by Section 2.07(f), to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall Sellers will provide Buyer with a proposed determination of statement (or statements) (the Remaining Aggregate Purchase Price and a “Allocation Schedule”) with Sellers’ proposed allocation of the Remaining Aggregate Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and the assets of the Purchased Assets for purposes of Subsidiary and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and all any other Tax purposesapplicable state, local or non-U.S. Law). Within 20 Buyer may, within thirty (30) days after receiving such Allocation Schedule, propose to Sellers in writing any changes to such Allocation Schedule that are consistent with applicable Law (the “Allocation Notice of receipt Objection”), and if Buyer does not deliver such a Notice of Objection within such period, Buyer shall be deemed to have accepted such proposed determination Allocation Schedule and allocation Buyer it shall notify SUT whether Buyer has any objection to become final and binding on the proposed determination or allocationParties. If Buyer has no such objection, or timely notice is not provideddelivers an Allocation Notice of Objection, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt will endeavor in good faith to resolve such disagreementany differences with respect to the Allocation Schedule within thirty (30) days after Sellers’ receipt of the Allocation Notice of Objection. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Sellers are unable to resolve such differences, each of Buyer and Sellers shall instruct the Expert be entitled to make a determination regarding the item or items in dispute within 20 days of receipt utilize an allocation of the dispute. Purchase Price (and any other applicable amounts) that it believes appropriate. (b) Except as otherwise required by Law, Buyer and Sellers agree to be bound that if (and only if) they reach agreement on an allocation as contemplated by any joint resolution of Section 2.08(a), they shall each (and shall cause their respective Affiliates to) file all income Tax Returns (including amended returns and claims for refunds) and information reports in a disagreement described manner consistent with the agreed allocation; provided that nothing contained in this Section and 2.08(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 Governmental Authority with respect to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithagreed allocation. (c) The provisions of this Section 2.08 will survive the Closing indefinitely.

Allocation of Purchase Price. The sum of Purchase Price (i) the Purchase Priceas determined for federal income tax purposes, (ii) the value including any assumed Liabilities that are required to be treated as part of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price"purchase price for federal income tax purposes) shall be allocated to the Superior Israel Shares, to the DNE Shares and to among the Purchased Assets (and any other assets that are considered to be acquired for purposes of Section 1060 of federal income tax purposes) in accordance with the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as value ranges set forth in Schedule 3.2. The excess Exhibit X. Xxxxxxx and Buyer shall cooperate and mutually agree on the determination of the Aggregate Purchase Price over allocation (the amounts allocated “Purchase Price Allocation”). Buyer and Sellers agree to (a) be bound by the Superior Israel Shares Purchase Price Allocation, (b) act in accordance with the Purchase Price Allocation in the filing of all Tax Returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the DNE Shares is taxable year that includes the "Remaining Aggregate Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Purchase Price"Price Allocation for Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Within 30 Notwithstanding the foregoing, if Sellers and Buyer are unable to agree to an allocation of the Purchase Price within sixty (60) days following the Closing Date SUT shall provide Buyer with a proposed determination Date, or by such later date as agreed to by the parties, each of the Remaining Aggregate Purchase Price Sellers and a proposed allocation of Buyer may file IRS Form 8594 (and any supplemental or amended Form 8594), and any federal, state, local, or foreign Tax Returns, allocating the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of in the manner each party believes appropriate, provided such allocation is reasonable and in accordance with Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithTreasury Regulations thereunder.

Allocation of Purchase Price. The sum Seller and Buyer agree to allocate the Purchase Price (including any adjustments thereto) and Assumed Obligations for all purposes (including Tax and financial accounting purposes) in a manner consistent with Code Section 1060 and the Treasury Regulations thereunder. If Buyer and Seller agree on such allocation (the "Allocation"), within one hundred twenty (120) days after the Closing Date (which shall be evidenced by an allocation schedule signed by each of Buyer and Seller), Buyer and Seller shall (i) be bound by the Purchase PriceAllocation for purposes of determining any Taxes, (ii) the value of the Warrant and timely file all forms (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach including Internal Revenue Service Form 8594 to the respective U.S. 8594) and Tax returns accordingly required to be filed in connection with the Allocation, (iii) prepare and file, and cause its Affiliates to file all prepare and file, its Tax returns on a basis consistent with the Allocation, and (iv) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return, in any proceeding before any taxing authority or in any report made for Tax purposes. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of the dispute shall promptly notify and consult with the other tax returns accordingly Parties and keep the other Parties reasonably appraised of material developments concerning resolution of such dispute. In the event that Buyer and Seller are unable to agree on such allocation within one hundred twenty (120) days after the Closing Date, the Independent Auditor selected pursuant to Section 2.3. of this Agreement shall, at Seller and Buyer’s joint and equal expense, determine the appropriate allocations based solely on presentations of Buyer and Seller (and not to take any position inconsistent therewith. If Buyer timely objects to by independent review) within thirty (30) days after the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt expiration of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described one hundred twenty (120) day period provided in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithprevious sentence.

Allocation of Purchase Price. (a) The sum of (i) the Purchase PriceParties agree that, (ii) the value because each member of the Warrant and (iii) Samedan Group is classified as an entity disregarded as separate from Noble for U.S. federal income tax purposes, the amount sale of the Assumed Liabilities (the "Aggregate Purchase Price") Subject Securities shall be allocated to treated as a sale of the Superior Israel Shares, to the DNE Shares and to the Purchased Samedan Assets for purposes of Section 1060 U.S. federal income tax purposes. (b) Purchaser and Sellers shall use commercially reasonable efforts to agree to an allocation of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Adjusted Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price any other items properly treated as consideration for U.S. federal income tax purposes among the Purchased Assets for purposes of in accordance with Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection the Treasury Regulations promulgated thereunder and, to the proposed determination or allocationextent allowed under applicable federal income tax Law, in a manner consistent with the Allocated Values, within thirty (30) days after the Cut-Off Date (the “Allocation”). If Buyer has no such objectionSellers and Purchaser reach an agreement with respect to the Allocation, or timely notice is not provided, then Buyer (i) Purchaser and Sellers agree shall use commercially reasonable efforts to be bound by such determination update the Allocation in accordance with Section 1060 of the Code following any adjustment to the Unadjusted Purchase Price pursuant to this Agreement and allocation (ii) Purchaser and to complete Sellers shall, and attach shall cause their respective Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly (Asset Acquisition Statement under Section 1060), and to file all other tax returns accordingly and not to none of Sellers or Purchaser shall take any position on any Tax Return that is inconsistent therewith. If Buyer timely objects to with the proposed determination or allocationAllocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionas adjusted, the disagreement unless otherwise required by applicable Law; provided, however, that no Party shall be submitted unreasonably impeded in its ability and discretion to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item negotiate, compromise, and/or settle any Tax audit, claim, or items similar proceedings in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithconnection with such allocation.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 180 days following the Closing Date SUT Date, the Buyer shall provide Buyer with a proposed determination of to the Remaining Aggregate Purchase Price and a proposed Selling Parties an allocation of the Remaining Aggregate applicable portions of the Purchase Price among the Purchased Assets (and any Assumed Liabilities treated as additional purchase price for purposes of income Tax purposes) in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation”). Within 20 The Seller Parties shall provide the Buyer with any comments to the Allocation in writing within fifteen (15) days after the date of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to by the proposed determination or allocationSeller Parties. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers the Seller Parties shall negotiate in good faith to finalize the Allocation (unless the Seller Parties do not provide any comments within such fifteen-day period, in which case the Buyer’s determination of the Allocation shall be deemed final). To the extent the parties agree to be bound by such determination Allocation, the Seller Parties and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and Buyer agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other tax returns accordingly forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and not the applicable regulations thereunder, and any similar or corresponding provision of state, local or foreign Tax Law, in a manner that is consistent with the finalized Allocation and to take refrain from taking any position inconsistent therewith. If Buyer timely objects the parties are unable to the proposed determination or allocation, Buyer and SUT mutually agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, Allocation then the disagreement parties shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in have no further obligation under this Section 2.11, and by any each party shall make its own determination of such allocation for financial and tax reporting purposes, which determination, for the Expert and to complete and attach Internal Revenue Service Form 8594 to avoidance of doubt, shall not be binding on the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithparty.

Allocation of Purchase Price. The sum of (ia) the Purchase Price, Within sixty (ii60) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT Date, Buyer shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price prepare and a proposed deliver to Seller and Parent an allocation of the Remaining Aggregate Purchase Price (set forth as provided in SCHEDULE 2.2) among the Purchased Assets for purposes of asset classes as specified by Section 1060 of the Code and all other Tax purposesthe Treasury regulations thereunder (the "NOTICE OF ALLOCATION"). Within 20 This allocation shall be binding upon Seller unless Seller shall provide a written notice of objection within fifteen (15) days of after receipt of such proposed determination the Notice of Allocation in which event Seller and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt negotiate in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTdispute as expeditiously as possible. Buyer and Sellers shall instruct Seller agree that such allocation is in accordance with the Expert to make a determination regarding the item or items rules in dispute within 20 days of receipt Section 1060 of the disputeCode and the Treasury regulations promulgated thereunder. Buyer and Sellers Seller recognize that the Purchase Price does not include Buyer's acquisition expenses and that Buyer will allocate such expenses appropriately. (b) Seller and Buyer agree to prepare and file on a timely basis any relevant Tax Returns required to be bound by any joint resolution of a disagreement described in this filed pursuant to Section and by any determination 1060 of the Expert Code, the Treasury regulations thereunder or any provisions of local, state and foreign law (including, without limitation, Asset Acquisition Statements on IRS Form 8594), setting forth an allocation of the Purchase Price, pursuant to complete Section 1060 of the Code and attach Internal Revenue Service Form 8594 the Treasury regulations thereunder, in a manner entirely consistent with the allocation set forth in SCHEDULE 2.2 and agree to act in accordance with such allocation in the respective U.S. preparation of financial statements and the filing of all Tax returns accordingly Returns and to file all other tax returns accordingly in the course of any Tax audit, Tax review or Tax litigation relating thereto. None of Buyer, Parent and Seller will assert that the allocation reflected in the Notice of Allocation was not to take any position inconsistent therewithseparately bargained for at arm's-length and in good faith.

Allocation of Purchase Price. (a) Within 60 days after the Closing Date, the Seller shall deliver to the Buyer a proposed consolidated balance sheet of the Seller as of the Effective Date, without giving effect to the transaction whereby the Assets are purchased by the Buyer as contemplated hereby (such balance sheet, the “Closing Balance Sheet”). The sum Buyer and the Seller shall then cooperate to develop and agree upon an allocation of the total consideration (as determined for federal income tax purposes) (which total consideration shall include the Purchase Price amount described in Section 3.1 and applicable Assumed Liabilities) among the Assets in accordance with Section 1060 of the Code (which the Parties agree shall apply to the transfer of all Assets pursuant to this Agreement) and the rules and regulations promulgated thereunder, and in conformity with Schedule 3.6. (as finally determined, the “Allocation Statement”). If the Buyer and the Seller are unable to agree on the Allocation Statement within 90 days after the Seller delivers the Closing Balance Sheet, then either party may elect to have the determination of the Allocation Statement submitted to the Neutral Accountant for determination, whose determination shall be binding and conclusive on the Parties (absent manifest error). The fees, costs and expenses of the Neutral Accountant in making the determination described in this Section 3.6 shall be borne fifty percent (50%) by each of the Buyer and the Seller. (b) The Buyer shall make available to the Seller, without cost or expense to the Seller, the Books and Records of the Seller that were acquired from the Seller, provide such access to the Buyer’s personnel during normal business hours as the Seller and its accountants reasonably require, and take such other actions reasonably necessary, in order to allow the Seller to prepare the Closing Balance Sheet. (c) The Buyer and the Seller agree to report the allocation of the total consideration (as described in the second sentence of Section 3.6(a)) among the Assets on their respective income Tax returns in accordance with the Allocation Statement, subject to appropriate adjustment to reflect the adjustment to the Purchase Price provided as provided in Section 3.2 and Section 3.5. (d) The Seller and the Buyer shall cooperate with each other in the preparation, execution and filing of (i) the Purchase Price, (ii) the value of the Warrant all information returns and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall supplements thereto required to be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of filed with the Internal Revenue Code of 1986, as amended (Service by the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of parties under Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection the Treasury Regulations promulgated thereunder relating to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer allocation of the Purchase Price and Sellers agree (ii) all similar filings required to be bound filed with respect to the transactions contemplated by such determination and allocation and to complete and attach this Agreement with the Internal Revenue Service Form 8594 and other appropriate taxing authorities. All such filings and allocations shall be consistent with Schedule 3.6. (e) The Buyer and the Seller shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 3.6 and keep one another informed with respect to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve status of such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithchallenge.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant Buyer and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Seller shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed agree upon an allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of the Purchase Price consistent with Section 1060 of the Code and the Treasury Regulations thereunder within sixty (60) days after the Closing Date, except to the extent any such allocation is required for the calculation of transfer taxes to be paid at Closing in which case Buyer and Seller shall agree upon an allocation for Purchased Assets subject to such transfer taxes at least ten (10) days prior to the Closing Date. If Buyer and Seller cannot agree on any such allocation, such dispute shall be resolved in accordance with Section 6.8(d) of this Agreement. The allocation required by this Section 3.4 shall be revised based on the Post-Closing Adjustment within one hundred and eighty (180) days after the Closing Date. Each of Buyer and Seller agrees to file IRS Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with any such agreed allocation as adjusted as provided herein. Each of Buyer and Seller shall report the transactions contemplated by this Agreement for federal Tax and all other Tax purposespurposes in a manner consistent with any such allocation determined pursuant to this Section 3.4. Within 20 days Each of receipt of such proposed determination Buyer and allocation Seller agrees to provide the other promptly with any information required to complete Form 8594. Buyer and Seller shall notify SUT whether Buyer has and provide the other with reasonable assistance in the event of an examination, audit or other proceeding regarding any objection allocation of the Purchase Price determined pursuant to the proposed determination or allocationthis Section 3.4. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and Seller shall not to take any position in any Tax Return, Tax proceeding or audit that is inconsistent therewithwith such allocation. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Allocation of Purchase Price. The sum of (i) parties to this Agreement agree to allocate the Purchase Price, (ii) Price in accordance with the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of rules under Section 1060 of the Internal Revenue Code Code, and the Treasury Regulations promulgated thereunder. Such allocation shall be based on the fair market value of 1986, as amended (the "Code") and for all other Tax purposesAcquired Assets. The allocations Assuming Bank agrees to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer Seller with a proposed determination of schedule allocating the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Acquired Assets and with a properly completed Internal Revenue Service Form 8594 within 60 days after the Closing Date but in no event later than 90 days before the due date, including extensions, for purposes the consolidated federal income tax return that includes Seller for the taxable year including the Closing Date. If Seller objects to any items reflected on such schedule, Seller shall notify the Assuming Bank of such objection and its reasons for objecting, in which case the Assuming Bank and Seller shall attempt to resolve the disagreement. If the Assuming Bank and Seller cannot resolve the disagreement, the allocation shall be determined by a nationally recognized independent appraiser selected by Seller and reasonably acceptable to the Assuming Bank. The fees and expenses of such appraiser shall be borne equally by the Assuming Bank and Seller. Seller and the Assuming Bank agree to act in accordance with the computations and allocations contained in the schedule as finally agreed or determined by such independent appraiser (including any modifications thereto reflecting any post-closing adjustments) in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to or the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly Treasury Regulations promulgated thereunder ("1060 Forms")) and to file all such 1060 Forms in the manner required by applicable law. Seller and the Assuming Bank will promptly notify each other tax returns accordingly and not to take in accordance with Section 14.6 of any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound challenge by any joint resolution of a disagreement described in this Section and by any determination of the Expert and tax authority to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithsuch computations or allocations.

Allocation of Purchase Price. Not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a copy of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Total Consideration among the Transferred Assets. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Seller shall have fifteen (15) days after receipt of the Asset Acquisition Statement to notify Purchaser in writing of any objections. If Seller does not object in writing during such fifteen (15) day period, the Asset Acquisition Statement shall be final and binding on all Parties. If Seller objects in writing during such fifteen (15) day period, Seller and Purchaser will use commercially reasonable efforts to resolve the disputed items. If the Parties are unable to reach an agreement within sixty (60) days of Seller’s receipt of the Asset Acquisition Statement, any disputed items shall be referred to the Independent Accountant for resolution. The sum determination of the Independent Accountant shall be final and binding on the Parties (the “Final Allocation”), and the fees, costs and expenses of the Independent Accountant shall be split equally between Purchaser and Seller. Seller and Purchaser agree (i) to report the Purchase Pricefederal, state, and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code on Form 8594 in a manner consistent with such allocation, and (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to therewith upon examination of any Tax Return, in any refund claim, in any litigation, investigation, or otherwise, unless required by Applicable Laws or with the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt consent of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithParty.

Allocation of Purchase Price. (a) The sum of (i) Buyers and the Sellers agree upon a draft allocation schedule attached hereto as Schedule 2.06 that allocates the Purchase PricePrice (and all other capitalizable costs) among the Sellers, (ii) RWD Canada and RWD Colombia. For U.S. Tax purposes, the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Acquired Assets for purposes in accordance with the applicable provisions of Section 1060 of the Code and the parties, therefore, agree that the fair market value of the Acquired Assets and the Assumed Liabilities (or groups of such assets) is set forth in Schedule 2.06, as such schedule shall be adjusted by the mutual, reasonable agreement of the parties within one hundred twenty (120) calendar days after the Closing Date to ensure the accurate recording of Liabilities and based on any changes in the respective asset and liability balances set forth on the Statement of Net Assets included in Schedule 2.06 as of the date of this Agreement as compared to those respective asset and liability balances set forth in the Final Balance Sheet, which purchase price allocation shall be binding upon each of the Buyers, on the one hand, and the Sellers and RWD Canada, on the other hand, for all other purposes, including financial accounting and Tax purposes. Within 20 days of receipt of such proposed determination The Buyers, the Sellers and allocation Buyer RWD Canada shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objectionfile all Tax Returns, or timely notice is not providedreports and other documents, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service including an asset acquisition statement on Form 8594 (and any required amendments or supplements thereto), required by any competent taxing authority in a timely manner consistent with the allocation set forth on Schedule 2.06, as adjusted pursuant to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to this Section 2.06. No party shall take any position inconsistent therewith. If Buyer timely objects with the allocation set forth on Schedule 2.06, as adjusted pursuant to this Section 2.06, upon any examination of a Tax Return, any refund claim or any Tax Proceeding. (b) Notwithstanding anything herein to the proposed determination or allocationcontrary, Buyer for all income Tax purposes, the Sellers, RWD Canada and SUT the Buyers agree to attempt in good faith allocate, to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionthe greatest extent possible, (i) the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt cash portion of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination U.S.-portion of the Expert Purchase Price (and to complete and attach Internal Revenue Service Form 8594 all other capitalizable costs, including the Assumed Liabilities) to the respective U.S. Tax returns accordingly Acquired Assets that do not qualify for installment sale reporting pursuant to Section 453 of the Code, and (ii) the General Escrow Amount and the Special Escrow Amount to file all other tax returns accordingly and not the Acquired Assets that qualify for installment sale reporting pursuant to take any position inconsistent therewithSection 453 of the Code.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant Buyer shall prepare and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated deliver to the Superior Israel SharesSeller, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended within sixty (the "Code"60) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Final Adjusted Purchase Price and pursuant to Section 1.5(c)(i), a proposed schedule setting forth the allocation of the Remaining Aggregate Final Adjusted Purchase Price (including any Assumed Liabilities and any other capitalizable costs to the extent properly taken into account under the Code) among the Purchased Acquired Assets for purposes of in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations thereunder (the “Allocation”). Within 20 days of If within thirty (30) Business Days after receipt of the Allocation, the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to Allocation, the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller shall negotiate in good faith to resolve such disagreementdispute. If the Buyer and the Seller resolve any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectiondispute and agree to a final Allocation, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers the Seller shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach file all Tax Returns (including Internal Revenue Service Form 8594 8594) consistent with the final Allocation, and neither the Buyer nor the Seller shall take any Tax position inconsistent with the final Allocation, except to the respective U.S. Tax returns accordingly extent otherwise required by law. If the Buyer and the Seller fail to resolve any dispute with respect to the Allocation within thirty (30) Business Days after the Buyer’s receipt of the Seller’s notice of an objection to the Allocation, the Seller shall not be bound by the Allocation as prepared by the Buyer and shall be permitted to file all other tax returns accordingly any Tax Returns and not to take any Tax position consistent with the Seller’s determination of the proper Allocation, notwithstanding that such Allocation may be inconsistent therewithwith the Allocation as prepared by the Buyer. Any adjustment to the Final Adjusted Purchase Price (including any Assume Liabilities and any other capitalizable costs to the extent properly taken into account under the Code) shall be allocated as provided by Treasury Regulations Section 1.1060-1(c).

Allocation of Purchase Price. The sum For purposes of (i) this Section 2.09, the Purchase Price, Price represents the amount agreed upon by the Parties to be the aggregate value of the Purchased Assets (ii) and the value of the Warrant Assumed Liabilities). Promptly after Closing, Buyer shall retain Xxxxxx Xxxxx LLP to issue a report and (iii) allocate the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes (and the value of the Assumed Liabilities) in a manner consistent with Schedule 2.09 hereto. Within thirty (30) days following receipt of such report, Buyer shall deliver to Seller a schedule (the “Allocation Schedule”) allocating the Purchase Price among the Purchased Assets. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations thereunder and in accordance with the Appraisal. Within 20 days Seller agrees that promptly after receiving said Allocation Schedule it shall return an executed copy thereof to Buyer. Each of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree Seller agrees to be bound by such determination and allocation and to complete and attach file Internal Revenue Service Form 8594 8594, and all federal, foreign, state, local and other Tax Returns and reports prepared and filed by or for either Seller or Buyer (including any forms or reports required to be filed pursuant to Section 1060 of the respective U.S. Tax returns accordingly Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law (“1060 Forms”)), in accordance with the Allocation Schedule. Buyer and Seller further agree to cooperate in the preparation of such 1060 Forms and to file all other tax returns accordingly and not to take any position inconsistent therewithsuch 1060 Forms in the manner required by applicable Law. If Buyer timely objects to If, following the proposed determination or allocationClosing, Buyer and SUT agree pays to attempt in good faith to resolve such disagreement. If Seller any Net Seller Payment and/or the Appreciation Right Amount, any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement amounts shall be submitted to a public accounting firm (the "Expert") mutually agreed upon treated by Buyer and SUTSeller as additional consideration paid for the Purchased Assets (and the value of the Assumed Liabilities). Any such amounts paid by Buyer following the Closing shall be allocated for tax purposes in accordance with the Allocation Schedule, and each of Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and Seller agrees to file all federal, foreign, state, local and other tax returns accordingly Tax Returns and not to take reports prepared and filed by or for either Seller or Buyer (including any position inconsistent therewith1060 Forms) in accordance with the Allocation Schedule.

Allocation of Purchase Price. The sum (a) As soon as practicable, but no later than sixty (60) days after the determination of the Final Purchase Price pursuant to Section 2.02, Purchaser shall prepare an allocation of the Final Purchase Price (iand any and other relevant items for U.S. federal and applicable state and local income Tax purposes) among the Purchase Priceassets of the Company, (ii) based on the fair market value of such assets immediately prior to the Warrant and (iii) the amount of the Assumed Liabilities Closing (the "Aggregate Purchase Price") “Allocation”). The Allocation shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of consistent with Section 1060 of the Internal Revenue Code Code, the Treasury Regulations promulgated thereunder, and any analogous provisions of 1986state, local or non-U.S. Law. Purchaser and Seller will cooperate with each other in good faith in preparing the Allocation. (b) If Seller disagrees with Purchaser’s Allocation, Seller shall, within thirty (30) days after delivery of the Allocation, deliver a written notice to Purchaser to such effect, specifying those items as amended to which Seller disagrees and setting forth Seller’s proposed Allocation, in which case Purchaser and Seller shall, during the twenty (20) days immediately following such delivery, use commercially reasonable efforts to reach agreement on the "Code"disputed items or amounts in order to determine the appropriate Allocation. If Seller does not so deliver a written notice to Purchaser specifying those items to which Seller disagrees and Seller’s proposed Allocation, then Seller shall be deemed to consent to Purchaser’s proposed Allocation. (c) If Purchaser and Seller are not able to agree on the Allocation within such 20-day period, Purchaser and Seller shall submit to the Accounting Firm for resolution, in accordance with the procedural principles of Section 2.02(c) and for this Section 2.04, all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer remaining disagreements with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection respect to the proposed determination Allocation. The Allocation shall be revised to reflect the fair market value determinations of the Accounting Firm, if any, together with items and amounts as to which Purchaser and Seller had previously agreed (or allocationwere deemed to agree), and the Allocation shall be final and binding on Purchaser, Seller and their respective Affiliates. If Buyer has no such objection, or timely notice any adjustment is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 subsequently made to the respective U.S. Tax returns accordingly purchase price hereunder, Seller and to file all Purchaser will cooperate with each other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve promptly amend the Allocation to reflect such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionadjustment. (d) Purchaser and Seller and their respective Affiliates shall report, act, and file Tax Returns in all respects and for all purposes consistent with the disagreement shall be submitted Allocation as finally determined pursuant to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section 2.04, and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the neither Purchaser nor Seller nor their respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to Affiliates shall take any position on any Tax Return, before any Governmental Entity or in any judicial proceeding that is inconsistent therewith.with the Allocation as finally determined pursuant to this

Allocation of Purchase Price. The Buyer and the Seller shall use their good faith best efforts to agree upon an allocation among the Acquired Assets of the sum of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer consistent with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 the Treasury Regulations thereunder within one hundred and twenty (120) days of receipt the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than thirty (30) days prior to the Closing. The Buyer and the Seller may jointly agree to obtain the services of an independent engineer or appraiser (the "INDEPENDENT APPRAISER") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationunder this Section 2.7. If Buyer has no such objectionan appraisal is made, or timely notice is not provided, then both the Buyer and Sellers the Seller agree to accept the Independent Appraiser's determination of the fair value of the Acquired Assets. The cost of the appraisal shall be bound borne equally by such determination the Buyer and allocation the Seller. Each of the Buyer and the Seller agrees to complete and attach file Internal Revenue Service Form 8594 to and all federal, state, local and foreign Tax Returns in accordance with such agreed allocation. Each of the respective U.S. Buyer and the Seller shall report the transactions contemplated by this Agreement and the Related Agreements for federal Income Tax returns accordingly and to file all other tax returns accordingly and not Tax purposes in a manner consistent with the allocation determined pursuant to take any position inconsistent therewiththis Section 2.7. If Buyer timely objects to Each of the proposed determination or allocation, Buyer and SUT agree the Seller agrees to attempt provide the other promptly with any other information required to complete Form 8594. Each of the Buyer and the Seller shall notify and provide the other with reasonable assistance in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt the event of notice from Buyer of Buyer's objectionan examination, audit or other proceeding regarding the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt allocation of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithPurchase Price.

Allocation of Purchase Price. The sum Prior to the Closing Date, Buyer and Seller shall prepare and attempt in good faith to agree upon a preliminary allocation of (i) the Purchase PricePrice and any Assumed Liabilities thereto as amounts recognized for Tax purposes among the Assets. Within 90 days after the Closing Date, (ii) the value Buyer and Seller shall finalize and agree upon such final allocation of the Warrant Purchase Price (and (iiiall other capitalized costs) among the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”) and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding upon Buyer and Seller. Such allocation will be set forth on Exhibit 2.02 hereto, which shall be incorporated by reference in, and become a part of, this Agreement. Buyer and Seller will timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other party may reasonably request to prepare such allocation. After the Closing, the parties will make consistent use of the allocation specified in Exhibit 2.03 for all Tax purposes and in all filings, declarations and reports with the IRS or other Tax purposes. The allocations authorities in respect thereof, including the reports required to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of filed under Section 1060 of the Code and all other Tax purposesunless otherwise required by law. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has In any objection proceeding related to the proposed determination of any Tax, neither Buyer nor Seller shall contest or represent that such allocation was not a correct allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree Any indemnification payment pursuant to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement Article X shall be submitted to allocated in a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithmanner consistent with Exhibit 2.02.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated to among the Superior Israel Shares, to Assets acquired hereunder in accordance with the DNE Shares Memorandum of Allocation executed and to delivered by the Purchased Assets for purposes Purchaser and the Seller contemporaneously with the execution and delivery of this Agreement (the “Memorandum of Allocation”) (and in a manner that is consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"amended) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be adjusted as required by the Purchase Price adjustment set forth in Schedule 3.2Section 3.3 hereof. The excess It is agreed that the apportionments set forth in the Memorandum of Allocation have been arrived at by arm’s length negotiation and properly reflect the respective fair market values of the Aggregate Purchase Price over Assets. Seller and Purchaser each hereby covenants and agrees that it will not take a position on any tax return, before any governmental agency charged with the amounts allocated to collection of any tax, or in any judicial proceeding that is in any way inconsistent with the Superior Israel Shares terms of the Memorandum of Allocation. If any party receives notice that a taxing authority is challenging such allocation, the party receiving such notice shall promptly notify the other party, and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT parties shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt cooperate in good faith in responding to resolve such disagreementchallenge in order to preserve the effectiveness of such allocation. If Notwithstanding any such disagreement allocation by the parties, Purchaser has agreed to purchase and Seller has agreed to sell all of the Assets, and the allocation is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, intended and shall not be deemed to constitute an agreement between the disagreement shall be submitted parties to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt transfer less than all of the disputeAssets. Buyer and Sellers agree Furthermore, such allocation has been made solely to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 ascribe fair value to the respective U.S. Tax returns accordingly Assets and any benefits deriving therefrom shall not inure to file all any other tax returns accordingly and not to take any position inconsistent therewiththird party.

Allocation of Purchase Price. The sum Within sixty (60) days after the date as of which the Final CIT Bank Purchase Price has been determined, Seller shall deliver to Buyers a schedule allocating the Final CIT Bank Purchase Price (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the including any CIT Bank Assumed Liabilities (treated as consideration for the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the CIT Bank Purchased Assets for purposes Tax purposes) (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares Allocation Schedule shall be as set forth deemed final unless Buyers notify Seller in writing that Buyers object to one or more items reflected in the Allocation Schedule 3.2. The excess no later than 5:00 p.m. New York City time on the date that is sixty (60) days after delivery of the Aggregate Purchase Price over Allocation Schedule to Buyers. In the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination event of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer Seller and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Buyers shall negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and Buyers are unable to resolve any dispute with respect to the Allocation Schedule within ten (10) days after the receipt by Seller of Buyers’ objections, such dispute shall be resolved by the Accountant. If any such disagreement is not resolved The Accountant shall be requested by the parties to render a decision within 10 ten (10) days following SUT's after receipt of notice from Buyer notification of Buyer's objection, the disagreement dispute and such decision will be final and binding on each of the parties. The fees and expenses of the Accountant shall be submitted borne equally by Seller and Buyers. Seller and Buyers agree to pay all Taxes and file all their respective federal, state and local Tax Returns in accordance with the Allocation Schedule as finally determined pursuant to this Section 2.08 and to take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings), unless, and then only to the extent, required by a public accounting firm “determination” (within the "Expert"meaning of Section 1313(a)(1) mutually agreed upon or 1313(a)(2) of the Code or analogous provision of state or local income tax law). Any adjustment to the Final CIT Bank Purchase Price pursuant to the CIT Group Agreement shall be allocated among the CIT Bank Purchased Assets in a manner consistent with this Section 2.08 by Buyer and SUT. Buyer and Sellers shall instruct the Expert reference to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwhich such adjustment is attributable.

Allocation of Purchase Price. The sum Sellers and Buyer agree that they shall negotiate in good faith to enter into an agreement on or prior to the Closing Date concerning the allocation of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities among the Acquired Assets (any agreed allocation hereinafter referred to as the "Aggregate Purchase Price") “Allocation”). If Buyer and Sellers do not so agree, Buyer shall be allocated deliver to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 Sellers an allocation of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed Assumed Liabilities among the Acquired Assets based on an appraisal obtained by Buyer (“Buyer’s Appraisal”). Sellers shall accept and agree to the allocation unless such allocation is manifestly unreasonable, in which case Sellers shall deliver written notice to Buyer within ten days after Sellers’ receipt of Buyer’s Appraisal. If Sellers so object to the allocation based upon Buyer’s Appraisal, Seller and Buyer shall prepare separate allocations of the Remaining Aggregate Purchase Price and Assumed Liabilities among the Purchased Acquired Assets for purposes and submit such separate allocations to arbitration by a firm of nationally recognized public accountants. The Allocation determined by Buyer’s Appraisal or arbitration as provided in this Section 2.11 shall be binding on each of the Sellers and Buyer and Sellers and Buyer agree to act in accordance with the Allocation, in any Tax Returns or similar filings, including without limitation, in filing Form 8594 or any other forms required under Section 1060 of the Code and all the regulations thereunder; provided, however, that such allocation of the Purchase Price will not be binding upon the Sellers’ creditors or other Tax purposesparties in interest in any proceeding under Chapter 11 of the Bankruptcy Code and will not have precedential value with respect to any allocations of value contained in a plan or plans under Chapter 11 of the Bankruptcy Code involving the Sellers. Within 20 days of receipt of such proposed determination All fees and allocation Buyer shall notify SUT whether Buyer has any objection expenses relating to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement ’s Appraisal shall be submitted to a public accounting firm (borne equally by the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithparties.

Allocation of Purchase Price. The sum For purposes of (i) complying with the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code"”), each of the parties will allocate the purchase price among the Assets and the Non-Competition Agreement of Seller in accordance with the principles of Section 3(b) and for all other Tax purposes. The allocations to in a manner that reflects the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess relative fair market values of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares Assets and the DNE Shares is the "Remaining Aggregate Purchase Price"Non-Competition Agreement. Within 30 days Buyer will prepare a purchase price allocation schedule as soon as practicable following the Closing Date SUT and in all events no later than two months thereafter and furnish such schedule to Seller for its review and comment. Buyer and Seller will cooperate in good faith to agree upon such purchase price allocation schedule and, if they do, such schedule shall provide be attached hereto as Schedule 4. In the event of such agreement, each of Buyer and Seller agrees to prepare its federal, state and foreign income tax returns for all current and future tax reporting periods and file Form 8594 (and corresponding state forms) with a proposed determination respect to transfer of the Remaining Aggregate Purchase Price Assets to Buyer in a manner consistent with such allocation, to update such allocation and such Forms 8594 as necessary to reflect any changes thereto, and, except as required pursuant to a proposed allocation determination (within the meaning of Section 1313 of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objectionCode), or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewiththerewith upon examination of any tax return, in any refund claim, or in any litigation, investigation or otherwise. If any state, federal or foreign taxing authority challenges such agreed allocation, the party receiving notice of such challenge shall give the other party prompt written notice of such challenge, and the parties hereby agree to cooperate in good faith in responding to it in order to preserve the effectiveness of the allocation. In the event that Buyer timely objects to and Seller cannot agree upon the proposed determination or allocationpurchase price allocation schedule, then the preceding two sentences of this Section 4 shall not apply, and each of Buyer and Seller shall prepare its federal, state and foreign income tax returns and file Form 8594 based on such purchase price allocation as it deems appropriate in its sole judgment; provided, that for tax purposes (including, without limitation, reporting on Form 8594 and any other applicable tax returns), Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is Seller shall not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, allocate the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt amount of the dispute. Buyer and Sellers agree purchase price that they each determine relates to be bound by any joint resolution section 197 intangibles (within the meaning of a disagreement described in this Section and by any determination 197(d) of the Expert Code) to separate section 197 intangibles, other than any allocation to (i) goodwill and to complete going concern value and attach Internal Revenue Service Form 8594 to (ii) the respective U.S. Tax returns accordingly and to file all other Non-Competition Agreement, except as otherwise required by applicable tax returns accordingly and not to take any position inconsistent therewithlaw.

Allocation of Purchase Price. The sum of (i) Seller and the Buyer agree that the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price"plus other relevant items) shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”) reflected in Section 2.06 of the Disclosure Schedules, which shall be agreed upon by the Buyer and the Seller by the Delivery Date and which shall also include an allocation of the Purchased Assets between the Parent and EyeLock Sub, provided, however, that (a) the amount of consideration allocated to the Purchased Assets of EyeLock Sub shall be equal to the sum of One Dollar ($1) and any Assumed Liabilities of EyeLock Sub and (b) the amount of consideration allocated to the Purchased Assets of Parent shall be equal to all additional consideration payable under this Agreement, including Fifteen Million Four Hundred Ninety- Nine Thousand Nine Hundred Ninety-Nine Dollars ($15,499,999), the Assignment of Indebtedness, and the Assumed Liabilities of Parent. For U.S. federal (and applicable state and local) income tax purposes, the transaction will be treated and reported as a part-taxable sale and purchase with respect to the Cash Payment, Assignment of Indebtedness and assumption of Assumed Liabilities, and as a part-tax free transfer under Section 1060 721(a) of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection with respect to the proposed determination or allocationUnit Payment, and governed by and in accordance with the principles of Revenue Ruling 99-5. If Buyer has no such objection, or timely notice is not provided, then The Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to Seller shall file all other tax Tax Returns (including amended returns accordingly and not to claims for refund) and information reports in a manner consistent with this Section 2.06 and the Allocation Schedule, and take any no position inconsistent therewith. If Buyer timely objects to the proposed determination therewith on any Tax Return or allocationotherwise, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithunless required under applicable Law.

Allocation of Purchase Price. The If the transaction contemplated by this Agreement is an “Applicable Asset Acquisition” as defined in Section 1060(c) of the Code, then by the Designation Deadline, Purchaser shall prepare and deliver to Sellers a statement allocating the sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price relevant items among the Purchased Acquired Assets for purposes of in accordance with Section 1060 of the Code (such statement, the “Allocation Statement”), and the Allocation Statement shall be finalized upon reasonable consultation with Sellers. Except as otherwise required by applicable Law, the parties shall follow the Allocation Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all other Tax purposes. Within 20 days of receipt of such proposed determination Returns, and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to voluntarily take any position inconsistent therewith. If Buyer timely objects to the proposed determination IRS or any other taxation authority proposes a different allocation, Buyer Sellers or Purchaser, as the case may be, shall promptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information and SUT agree shall take such actions (including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by such other party to attempt in good faith carry out the purposes of this section. Except as otherwise required by applicable Law or pursuant to resolve such disagreement. If a “determination” under Section 1313(a) of the Code (or any such disagreement is not resolved within 10 days following SUT's receipt comparable provision of notice from Buyer United States state, local, or non-United States law), (i) the transactions contemplated by Article 2 of Buyer's objection, the disagreement this Agreement shall be submitted to reported for all Tax purposes in a public accounting firm (manner consistent with the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days terms of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section 3.2; and by (ii) neither party (nor any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to their Affiliates) will take any position inconsistent therewithwith this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise. Notwithstanding the allocation of the Purchase Price set forth in the Allocation Statement, nothing in the foregoing shall be determinative of values ascribed to the Acquired Assets or the allocation of the value of the Acquired Assets in any plan of reorganization or liquidation that may be proposed.

Allocation of Purchase Price. The sum of (i) As soon as practicable following the Closing, the Closing Cash Purchase Price, (ii) Price and the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated Liabilities, each to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of extent properly taken into account under Section 1060 of the Code and the regulations promulgated thereunder, (the “Section 1060 Purchase Price”) shall be allocated as determined jointly by Buyer and Seller among the Assets being sold hereunder (the “Allocation”). Such Allocation shall be subject to appropriate adjustment in the event of an adjustment to the purchase price pursuant to Section 1.7 hereof or if Buyer successfully asserts a claim for indemnification pursuant to Section 7.2 hereof. Seller Group and Buyer (i) shall be bound by the Allocation, and any amendments thereto, (ii) shall prepare and file all other Tax purposesReturns (including, without limitation, Federal Form 8883) and financial statements in a manner consistent with the Allocation, and any amendments thereto, and (iii) shall take no position, and shall cause its subsidiaries to take no position, inconsistent with the Allocation, or any amendment thereto, on any Tax Return, in any proceeding before any taxing authority or otherwise. Within 20 days of receipt In the event that the Allocation, or any amendment thereto, is disputed by any taxing authority, the party receiving notice of such proposed determination dispute shall promptly notify and allocation Buyer shall notify SUT whether Buyer has any objection to consult with the proposed determination or allocationother party concerning resolution of such dispute. If Buyer has no such objectionand Seller are unable to agree upon the Allocation within sixty (60) days following the Closing Date, or timely notice is not provided, then each of Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service the Seller Group may file IRS Form 8594 to and any other Tax Returns allocating the respective U.S. Tax returns accordingly Section 1060 Purchase Price among the Assets in the manner each believes appropriate, provided such allocations are reasonable and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt accordance with Section 1060 of the dispute. Buyer Code and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithregulations thereunder.

Allocation of Purchase Price. The sum of (i) Acquiror and the Company agree that the Purchase Price, Price (iitogether with any other amounts treated as consideration for U.S. federal income (and other applicable) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Tax purposes shall be allocated to for U.S. federal (and other applicable) Tax purposes among the Superior Israel Shares, to the DNE Shares and to the Purchased Transferred Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth restrictive covenants contained in Schedule 3.2. The excess of Section 5.16 in accordance with the Aggregate Purchase Price over applicable Tax law, including the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of rules under Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder (and any similar provision of state or local law). Within 20 days of receipt of The Acquiror shall prepare an initial allocation and deliver such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed Company for review and consent within sixty (60) days after the Purchase Price is finally determined pursuant to Section 2.9 of this Agreement. The Company shall deliver any comments to the initial allocation within thirty (30) days after receipt from the Acquiror and the parties will cooperate to resolve any disputes with respect to such comments in good faith. Any dispute that cannot be resolved through good faith negotiation will be referred to the Independent Accounting Firm whose determination or allocation. If Buyer has no such objection, or timely notice is not shall be final and binding upon the parties hereto and resolved in accordance with Section 2.8 of this Agreement; provided, then Buyer however, that the cost of the Independent Accounting Firm shall be borne equally by the Acquiror and Sellers agree the Company. In the event the Purchase Price is subsequently adjusted pursuant to be bound by such determination this Agreement, the Acquiror and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Company shall cooperate in good faith to resolve such disagreementmutually agree on adjustments to the allocation in accordance with this Section 7.1(b). If Except as required by applicable law, the Acquiror and the Company agree to act in accordance with the allocation (as finally determined pursuant to this Section 7.1(b)) for all Tax purposes, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any applicable provisions of local, state and foreign law, and to cooperate in the preparation of any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly forms and to file all other tax returns accordingly such forms in the manner required by applicable law; provided, however, that if the parties cannot resolve any dispute regarding the allocation of the Purchase Price pursuant to this Section 7.1(b) prior to the date that any such forms or reports are required to be filed, the Acquiror and not the Company shall be permitted to take use any position inconsistent therewithallocation such party reasonably believes is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.

Allocation of Purchase Price. The sum No later than the tenth (10th) day ---------------------------- prior to the Closing Date, the Parties shall agree upon a good faith allocation of (i) the Purchase Price, Price (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets which for purposes of this Section 1060 11.4 shall include ------------ relevant Assumed Liabilities required to be treated as part of the Internal Revenue Code of 1986Purchase Price for Tax purposes) among the Assets, which allocation shall be set forth on and attached hereto as amended (Schedule 11.4. Purchaser and the "Code") and Sellers shall follow ------------- such allocation for all other Tax purposes. The allocations to the Superior Israel Shares purposes and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwith such allocation. If Buyer timely objects such allocation is disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify the other Parties, and the Parties shall use commercially reasonable efforts to sustain the proposed determination or allocation, Buyer . Purchaser and SUT the Seller agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach file United States Internal Revenue Service Form 8594 in accordance with the allocation of the Purchase Price set forth on Schedule 11.4. Purchaser shall prepare such Form ------------- 8594 in accordance with the agreed upon allocation and shall deliver a copy to each Seller at least sixty (60) days prior to the filing due date for the forms for the review by the Sellers. Within twenty (20) days after receipt of such Form 8594, the Sellers will notify Purchaser whether it has any proposed revisions to such form and the Parties will make a good faith attempt to resolve any disagreements with respect to such form. Upon the resolution of any such disagreements, Purchaser and the Sellers shall file Form 8594 with their respective U.S. Tax returns accordingly Returns and, in the event the Parties are unable to resolve such disagreement, each Party shall file its own version of such form, provided that the allocation of the Purchase Price on Form 8594 for the Sellers and Purchaser must be consistent with Schedule 11.4. Purchaser and the Sellers agree to file all other tax returns accordingly share ------------- information and not cooperate to take any position inconsistent therewiththe extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, timely, and consistently reported.

Allocation of Purchase Price. (a) The sum of (i) the Purchase Price, (ii) the value Parties will use their best efforts to agree upon an allocation of the Warrant and (iii) consideration referred to in Section 1.3 among the amount of Specified Assets and, to the Assumed Liabilities extent appropriate, the Ancillary Agreements (the "Aggregate Purchase PriceAllocation") shall as soon as possible after the Closing Date. The Allocation will be allocated to the Superior Israel Shares, to the DNE Shares determined in a manner consistent with this Section 1.5 and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder, and will include the agreed value of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Initial Shares and the DNE Shares shall be as set forth in Schedule 3.2methodology for valuing any Subsequent Shares. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall Purchaser will provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of to Seller within 25 days after the Remaining Aggregate Purchase Price among Closing Date, and Seller will deliver to Purchaser a notice setting forth any proposed changes to such allocation within 15 days after the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt delivery of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to Seller, together with a reasonably detailed explanation of the reasons for such proposed determination or allocationchanges. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt The Parties will negotiate in good faith to resolve any disputed items, and if the Parties are unable to agree on the Allocation within 15 days after delivery of such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionto Purchaser, then the disagreement shall dispute will be submitted to arbitrated by a public "Big Five" accounting firm mutually acceptable to the Parties, whose determination will be conclusive and binding upon the Parties for tax purposes. (b) The Allocation (including the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt value of the disputeInitial Shares and the methodology for valuing any Subsequent Shares) will be conclusive and binding upon the Parties for tax purposes, and neither Party will make any statement or declaration to any taxing authority that is inconsistent with the Allocation, except as provided below. Buyer and Sellers agree to be bound by Neither Party will take or permit any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not its affiliates or representatives to take any position on any tax return, with any taxing authority or in any judicial tax proceeding that is inconsistent therewithwith the Allocation except as required by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code or any equivalent provision of any applicable state or local law. Each Party will promptly provide the other Party with any additional information required to complete Form 8594 if the filing of such form is required. Each Party will timely notify the other Party, and will timely provide the other Party with assistance, in the event of an examination, audit or other proceeding regarding the Allocation.

Allocation of Purchase Price. The sum (a) No later than 150 days after the Closing Date, Buyer shall deliver to Seller a statement allocating the Purchase Price (increased by the amount of liabilities assumed by Buyer and any other item properly taken into account for U.S. Federal income (and applicable state and local) tax purposes) among the assets of the Transferred Company and its Subsidiaries (as applicable) (the “Allocation Statement”) in a manner consistent with Sections 743, 755 and 1060 of the Code, as applicable. (b) Seller shall deliver a written notice to Buyer within 30 days after Seller’s receipt of the Allocation Statement either accepting or objecting to the Allocation Statement, and, if Seller shall not have delivered such written notice within such 30-day period, Seller shall be deemed to have agreed to the Allocation Statement, and the Allocation Statement shall become final and binding upon the parties (the “Final Allocation”). If Seller objects to the Allocation Statement in accordance with the immediately preceding sentence, then Seller and Buyer shall negotiate in good faith for a period of 30 days after Buyer’s receipt of Seller’s written notice of objection to resolve their differences, and, if the parties reach a resolution, the Allocation Statement shall be adjusted to reflect such resolution and, as adjusted, shall become the Final Allocation. If Seller and Buyer are unable to resolve their differences within such 30-day period, then Seller and Buyer shall prepare separate allocations, and there shall be no Final Allocation. (c) If a Final Allocation is agreed to or otherwise determined pursuant to Section 8.03(b), then (i) the Purchase Priceparties shall cooperate to adjust the Final Allocation to reflect any adjustments made pursuant to Section 2.04, and (ii) the value of the Warrant for U.S. Federal income (and (iiiapplicable state and local) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement parties shall be submitted to report the transactions contemplated by this Agreement in a public accounting firm (manner consistent with the "Expert") mutually agreed upon Final Allocation and shall take no position contrary thereto, except as required by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithapplicable Law.

Allocation of Purchase Price. The sum Seller shall on or before thirty (30) days after the Closing Date initially determine and send to Purchaser a schedule containing the allocation of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of as is required by Section 1060 of the Code and all other Tax purposes(the "Allocation Schedule"). Within 20 The Allocation Schedule will be deemed to be accepted by Purchaser unless Purchaser provides a written notice of disagreement to Seller within five (5) business days of after receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationAllocation Schedule. If Buyer has no Purchaser provides such objectionwritten notice, or timely notice is not provided, then Buyer Seller and Sellers agree Purchaser shall proceed to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt negotiate in good faith to resolve such disagreementcreate a mutually acceptable Allocation Schedule. If any such disagreement no mutually acceptable Allocation Schedule is not resolved created within 10 ten (10) business days following SUTof Seller's receipt of the written notice from Buyer of Buyer's objectiondisagreement, then an independent accountant mutually satisfactory to the disagreement shall be submitted to a public accounting firm Seller and Purchaser (the "Expert"Independent Accountant') mutually agreed upon shall be engaged to determine the Allocation Schedule. The fees for such determination shall be borne by Buyer Purchaser, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Seller, in which case such fees shall be borne by Seller. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Purchaser, shall be binding and SUT. Buyer conclusive to all parties to the Agreement and Sellers all parties shall instruct file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law; provided, however, that if the Expert to make a determination regarding Purchase Price or the item or items Assumed Liabilities are adjusted in dispute within 20 days accordance with Section 2.3 of receipt this Agreement, the Allocation Schedule otherwise determined shall be adjusted accordingly, as required by Section 1060 of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithCode.

Allocation of Purchase Price. The sum Prior to the Closing Date, Buyer shall deliver to Sellers a statement setting forth the portion of (i) the Purchase PricePrice payable to the MPV Companies, (ii) the value as well as an allocation of such portion of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over among the amounts allocated Acquired Assets to be sold by the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price"MPV Companies. Within 30 one hundred fifty (150) calendar days following after the Closing Date SUT Date, Buyer shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and deliver to Sellers a proposed allocation of the Remaining Aggregate remainder of the Purchase Price (and relevant Assumed Liabilities) among the Acquired Assets sold by the Debtor Sellers for Sellers’ review and comment. In the event Buyer and Sellers cannot agree as to the allocation of the remainder of the Purchase Price among the Purchased Acquired Assets for purposes sold by the Debtor Sellers within thirty (30) days of Section 1060 Buyer’s delivery of the Code proposed allocation to Sellers, each Party shall be entitled to take its own position in any Tax return, Tax proceeding or audit with respect thereto. With respect to the allocation among the Acquired Assets sold by the MPV Companies, and with respect to any agreed-upon allocation among the Acquired Assets sold by the Debtor Sellers, Sellers and Buyer agree, for all other income Tax purposes. Within 20 days of receipt of , to report the transactions consistently with such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position during the course of any audit or other proceeding inconsistent therewith. If Buyer timely objects with such allocation, except in each case as otherwise required by a change in Law or pursuant to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithcontest.

Allocation of Purchase Price. (a) The sum of (i) parties shall allocate the Purchase Price, (ii) aggregate consideration received by Seller with respect to the value of Transferred Assets and the Warrant and (iii) the amount assumption of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel SharesLiabilities, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986Tax Code, as amended mutually agreed to by the parties within seven (7) business days following the "Code") parties' agreement with respect to the Working Capital Adjustment pursuant to the procedure described below. Subject to the requirements of any applicable Tax law or election, all such mutually agreed to allocations shall be used by each party in preparing any filings required pursuant to Section 1060 of the Tax Code or any similar provisions of state or local law and for all relevant Income Tax Returns. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding with respect to Income Taxes that is inconsistent with such mutually agreed to allocations without the prior written consent of the other Tax purposesparty, in the consenting party's commercially reasonable discretion. The parties shall exercise commercially reasonable efforts to support such mutually agreed to reported allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". any audit proceedings initiated by any taxing authority. (b) Within 30 days following after the Closing Date SUT shall date the parties agree to the Working Capital Adjustment, Buyer will provide Buyer to Seller copies of IRS Form 8594 and any required exhibits thereto with a proposed determination of the Remaining Aggregate Purchase Price and a Buyer's proposed allocation of the Remaining Aggregate Purchase Price among consideration received by Seller with respect to the Purchased Transferred Assets for purposes of Section 1060 of the Code and all other Tax purposesSeller's approval, which shall not be unreasonably withheld. Within 20 If Seller fails to respond to Buyer within 30 days of receipt of Seller receiving such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not providedIRS Form 8594, then Buyer and Sellers agree Seller shall be deemed to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of have approved Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithallocation.

Allocation of Purchase Price. The Within sixty (60) days of the Closing, Buyer shall prepare and deliver to Sellers a statement allocating the sum of (i) the Purchase Price, (ii) the value of Assumed Liabilities and other relevant items among the Warrant Purchased Assets and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price"plus other relevant items) shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer accordance with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposesthe Treasury regulations promulgated thereunder (such statement, the “Allocation Statement”), and the Allocation Statement shall be finalized upon reasonable consultation with Seller, and with Seller’s consent, which consent shall not be unreasonably withheld or delayed. Within 20 days The Parties shall follow the Allocation Statement for purposes of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach filing United States Internal Revenue Service Form 8594 (and any supplements to the respective U.S. Tax returns accordingly such form) and to file all other tax returns accordingly Tax Returns, and shall not to voluntarily take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach United States Internal Revenue Service Form 8594 or any other taxation authority proposes a different allocation, Sellers or Buyer, as the case may be, shall promptly notify the other Party of such proposed allocation. Sellers or Buyer, as the case may be, shall provide the other Party with such information and shall take such actions (including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by such other party to carry out the respective U.S. purposes of this section. Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of United States state, local, or non-United States law), (i) the transactions contemplated by ARTICLE I of this Agreement shall be reported for all Tax returns accordingly purposes in a manner consistent with the terms of this Section 11.5; and to file all other tax returns accordingly and not to (ii) neither party (nor any of their Affiliates) will take any position inconsistent therewithwith this Section 11.5 in any Tax Return, in any refund claim, in any litigation or otherwise. Notwithstanding the allocation of the Purchase Price set forth in the Allocation Statement, nothing in the foregoing shall be determinative of values ascribed to the Purchased Assets or the allocation of the value of the Purchased Assets in any plan or reorganization or liquidation that may be proposed. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. The sum of Within one hundred and twenty (i120) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 calendar days following after the Closing Date SUT Date, Parent shall provide deliver to Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed an allocation of the Remaining Aggregate Purchase Price (and all other capitalized costs) as determined for tax purposes, among the Purchased Assets for purposes of Assets. Such allocation shall be made pursuant to Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of the Code and all other Tax purposesstate, local or non-U.S. Law, as appropriate). Within 20 If, within thirty (30) calendar days of Buyer’s receipt of Parent’s proposed allocation, Buyer does not deliver to Parent written notice (a “Buyer Allocation Objection Notice”) of any objections that it has to such allocation, Parent’s proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithfinal. If Buyer timely objects delivers to the proposed determination or allocationParent a Buyer Allocation Objection Notice, then Parent and Buyer and SUT agree to attempt shall work together in good faith to resolve such disagreementthe disputed items. If any such disagreement is not resolved Parent and Buyer are unable to resolve all of the disputed items within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm thirty (the "Expert"30) mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 calendar days of Parent’s receipt of the disputeBuyer Allocation Objection Notice (or such later date as Parent and Buyer may agree), then Parent and Buyer shall refer the disputed items for resolution, consistent with the side constraints set forth in Exhibit A, to the Accounting Firm in accordance with procedures analogous to those set forth in Section 2.4(c). Buyer and Sellers agree to be bound by any joint resolution of a disagreement described Notwithstanding anything in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 2.5 to the respective U.S. contrary, in no event will the allocation finalized pursuant to this Section 2.5 include any allocations contrary to the restrictions set forth in Exhibit A. Sellers and Buyer agree that the allocation determined under this Section 2.5 shall be binding on all Parties, and that Sellers and Buyer will (and Buyer will cause the Acquired Subsidiaries to) report, act and file Tax returns accordingly Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with such allocation, except to file all other tax returns accordingly the extent inconsistent with applicable Law. Neither Sellers nor Buyer shall (and Buyer will not to permit an Acquired Subsidiary to) take any position (whether in audits, tax returns or otherwise) that is inconsistent therewithwith such allocation unless required to do so by applicable Law.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) Price and the value of the Warrant and (iii) the amount of the Assumed Liabilities (to the "Aggregate Purchase Price"extent properly taken into account under the Code) shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Acquired Assets for purposes of in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder (and any similar provision of state or local Law, as appropriate) (the “Allocation”). Within 20 The Allocation shall be delivered by Buyer to Sellers within sixty (60) days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection after the Closing Date. Sellers will have the right to raise reasonable objections to the proposed determination or allocation. If Buyer has no such objectionAllocation within thirty (30) days after Buyer’s delivery thereof, or timely notice is not provided, then in which event Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt will negotiate in good faith to resolve such disagreementdispute. If any Buyer and Sellers cannot resolve such disagreement is not resolved dispute within 10 fifteen (15) days following SUT's receipt of notice from after Sellers notify Buyer of Buyer's objectionsuch objections, such dispute with respect to the disagreement Allocation shall be submitted to resolved promptly by a public nationally recognized accounting firm (the "Expert") mutually agreed upon selected by Buyer and SUTreasonably acceptable to Sellers, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers on the other hand. The decision of the accounting firm in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall instruct file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Expert to make a determination regarding the item Allocation; provided, however, that nothing contained herein shall prevent Buyer or items in dispute within 20 days of receipt any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the disputeAllocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Except as otherwise provided herein, Buyer and Sellers agree to be bound by provide the other with any joint resolution of a disagreement described in this Section and by any determination information required to complete IRS Form 8594 within fourteen (14) days of the Expert request for such information. Buyer and Sellers shall notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to complete and attach Internal Revenue Service Form 8594 Taxes regarding the allocation of the Purchase Price pursuant to this section. Notwithstanding any other provisions of this Agreement, the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithforegoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. The (a) Buyer and Seller shall use their reasonable good faith efforts to jointly agree at least forty-five (45) days prior to the Closing Date to an estimated allocation among the Included Assets of the sum of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (and Obligations that is consistent with the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of methodology provided by Section 1060 of the Code and the regulations promulgated thereunder and the private letter rulings issued by the IRS under Code Section 468A relating to the transfer of Qualified Decommissioning Fund assets (the "Estimated Allocation"). The Estimated Allocation, to the extent agreed to, will be used for transfer and sales tax filings and for all other Tax Closing document purposes. Within 20 . (b) Buyer and Seller shall use their reasonable good faith efforts to jointly agree, within ninety (90) days after the Closing Date, to an allocation among the Included Assets of receipt the sum of such proposed determination the Purchase Price (including any subsequent adjustments thereto) and the Assumed Liabilities and Obligations (together with any other relevant items) that is consistent with the allocation Buyer shall notify SUT whether Buyer has any objection methodology provided by Section 1060 of the Code and the regulations promulgated thereunder (the "Allocation"). (c) Except to the proposed determination or allocation. If Buyer has no such objectionextent required to comply with a Final Determination, or timely notice is not provided, then Buyer and Sellers Seller (to the extent Seller is required to make any such reports) shall report the transactions contemplated by this Agreement for all Tax purposes in a manner consistent with the Allocation. Buyer and Seller shall not take any position in any Tax Return, Tax proceeding or audit that is inconsistent with the Allocation without the consent of the other Party. To the extent such filings are required, Buyer and Seller agree to be bound by such determination and allocation and to complete and attach file Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), and all federal, state, local and foreign Tax Returns, in accordance with the Allocation. Subsequent to the respective U.S. Tax returns accordingly preparation of the Estimated Allocation and to file all other tax returns accordingly the Allocation as provided in Sections 3.4(a) and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation3.4(b), Buyer and SUT Seller agree to attempt in good faith provide the other with any information required to resolve complete Form 8594 within ten (10) days of the request for such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTinformation. Buyer and Sellers Seller shall instruct notify and provide the Expert other with reasonable assistance in the event of an examination, audit or other proceeding relating to make a determination Taxes regarding the item or items in dispute within 20 days of receipt allocation of the disputePurchase Price pursuant to this Section 3.4. Notwithstanding the foregoing, in the event Buyer and Seller cannot agree as to the Allocation, each Party shall be entitled to take its own position in any Tax Return, Tax proceeding or audit, provided that Seller and Buyer shall take all actions required to comply with a Final Determination. Buyer and Sellers agree to be bound Seller shall treat the transaction contemplated by any joint resolution this Agreement as the acquisition by Buyer of a disagreement described in this Section trade or business for United States federal income Tax purposes and by any determination agree that no portion of the Expert and to complete and attach Internal Revenue Service Form 8594 to consideration shall be treated in whole or in part as the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithpayment for services or future services.

Allocation of Purchase Price. As to the allocation of the purchase consideration payable under Section 2.4 (including, for purposes of this Section 2.8, the Assumed Liabilities and any other consideration paid or to be paid by Buyer) to and among the Assets within the various classifications of assets as required and set forth in Code §1060 and the regulations thereunder, Sellers and Buyer shall cooperate, and use good faith efforts, in preparing a joint schedule (the “Asset Allocation Schedule”) that sets forth such allocation to and among the Assets of the Station. Sellers and Buyer each agree to provide the other promptly with any other information required to complete the Asset Allocation Schedule. If, however, Sellers and Buyer are unable to complete the Asset Allocation Schedule within sixty (60) days following the Closing Date, or such later date as agreed to by Buyer and Sellers, then, Buyer and Sellers shall file IRS Form 8594 and any federal, state, and local Tax returns reflecting an allocation of the purchase consideration to and among the Assets in the manner each believes is appropriate and consistent with this Section 2.8, provided that such allocation is reasonable and in accordance with Code §1060 and the regulations thereunder. The sum of parties hereto further agree: (i) to use any agreed upon allocations set forth in the Purchase Price, Asset Allocation Schedule for Tax purposes; (ii) that any such agreed upon allocations set forth in the value of Asset Allocation Schedule shall be in accordance with, and as provided by, Code §1060 and the Warrant regulations thereunder; and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") that any Tax returns or other Tax information they may file or cause to be filed with any Governmental Authority or fiscal intermediary shall be allocated to prepared and filed consistently with any agreed upon allocations set forth in the Superior Israel SharesAsset Allocation Schedule. In this regard, the parties agree that, to the DNE Shares extent required, they will each properly and to the Purchased Assets for purposes of Section timely file Form 8594 in accordance with Code §1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares regulations thereunder in accordance with, if agreed to by the parties, the Asset Allocation Schedule. In any proceeding related to any Tax, neither Buyer nor Sellers shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with contend or represent a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to with the proposed determination Asset Allocation Schedule or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If that any such disagreement other party’s allocation is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, an incorrect allocation (unless inconsistent with the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAsset Allocation Schedule).

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code, and the Acquirors and the Elan Companies agree (a) to report the Superior Israel Shares, to the DNE Shares sale and to purchase of the Purchased Assets for Tax purposes of Section 1060 of the Internal Revenue Code of 1986, as amended in accordance with such allocations and (the "Code"b) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwith such allocations on any of their respective tax returns. The Elan Companies shall initially determine and send written Notice to the Acquirors of the allocation of the Purchase Price within 30 days after the Closing Date. The Acquirors will be deemed to have accepted such allocation unless it provides written Notice of disagreement to the Elan Companies within 10 days after the receipt of the Elan Companies' Notice of allocation. If Buyer timely objects the Acquirors provide such Notice of disagreement to the proposed determination or allocationElan Companies, Buyer and SUT agree to attempt the parties shall proceed in good faith to resolve such disagreementdetermine the allocation in dispute. If any such disagreement is not resolved If, within 10 days following SUT's receipt after the Elan Companies receive the Acquirors' Notice of notice from Buyer of Buyer's objectiondisagreement, the disagreement parties have not reached agreement, the Accountants shall be submitted engaged to a public accounting firm (determine the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items final allocation in dispute within 20 days of receipt of the dispute. Buyer The Elan Companies and Sellers agree the Acquirors shall share equally the fees of such Accountants. Notwithstanding anything to be bound by any joint resolution of a disagreement described the contrary elsewhere in this Section and by 4.02, in no event shall any determination portion of the Expert and EPIL Consideration be allocated to complete and attach Internal Revenue Service Form 8594 EPI (or to the respective U.S. Tax returns accordingly and assets owned by EPI) or any portion of the EPI Consideration be allocated to file all other tax returns accordingly and not EPIL (or to take any position inconsistent therewiththe assets owned by EPIL).

Allocation of Purchase Price. The sum Purchaser Parent and US Purchaser will (and will cause Purchasers and Purchaser Parent’s and US Purchaser’s respective Affiliates (including the Acquired Subsidiaries following the Closing) to) and Graco will (and will cause Sellers and Graco’s Affiliates to) allocate the Purchase Price substantially in accordance with Schedule 3.3 and Applicable Law. Graco shall prepare the final allocation of the Purchase Price consistent with Schedule 3.3, and such final allocation, as prepared by Graco, shall be binding on Purchaser Parent, US Purchaser and Purchasers (i) such final allocation of the Purchase Price, as prepared by Graco in accordance with the foregoing, being the “Final Allocation”). Following the Closing, Purchaser Parent and Graco will, and will cause their respective Affiliates (iiincluding Purchasers, the Acquired Subsidiaries and Sellers, as applicable) the value to, make consistent use of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated Final Allocation as adjusted to reflect any adjustment pursuant to Section 3.2, if any. With respect to the Superior Israel SharesFinal Allocation, to the DNE Shares and to the Purchased Assets for purposes each of Section 1060 of the Internal Revenue Code of 1986Purchaser Parent, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objectionPurchasers, or timely notice is not provided, then Buyer and Sellers agree to (1) will be bound by such determination the Final Allocation, (2) will (and allocation will cause its respective Affiliates to) act in accordance with the Final Allocation in the preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax audit, Tax review or other Tax proceeding relating thereto, (3) will (and will cause its respective Affiliates to) take no position inconsistent with the Final Allocation for Tax purposes (including in connection with any proceeding), unless in each case otherwise required pursuant to complete a “determination” within the meaning of section 1313(a) of the Code, and attach Internal Revenue Service Form (4) not later than 30 days before the filing of its IRS Forms 8594 (whether initial or supplemental) relating to the respective U.S. Tax returns accordingly transactions contemplated herein, will deliver to each other a true, correct and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve complete copy of such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithIRS Forms.

Allocation of Purchase Price. (a) The sum of (i) total amount realized by Seller for federal income Tax purposes in connection with the Purchase Price, (ii) the value sale of the Warrant and (iii) the amount of the Assumed Liabilities Acquired Assets pursuant to this Agreement (the "Aggregate Purchase Price"“Total Tax Consideration”) shall will be allocated to in the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of manner required by Section 1060 of the Code among the Acquired Assets (the “Allocation”). The Allocation shall be made in a manner consistent with the fair market values of such of Acquired Assets as agreed between Buyer and all other Seller or as otherwise provided herein. The Parties shall agree upon a preliminary Allocation prior to the Closing. (b) Within 30 days after the calculation of the Net Working Capital becomes binding and conclusive on the Parties pursuant to Section 2.3(c), Buyer shall deliver to Seller a statement containing Buyer’s final allocation of the Total Tax purposes. Consideration among the Acquired Assets (the “Buyer’s Allocation”), which shall be generally consistent with the preliminary Allocation agreed upon by the Parties prior to the Closing, and a draft IRS Form 8594 as proposed to be included by Buyer with its federal income Tax Return. (c) Within 20 30 days of after receipt of such Buyer’s Allocation, Seller shall review and comment on Buyer’s Allocation, and shall provide to Buyer a draft IRS Form 8594 proposed determination to be included by Seller in its federal income Tax Return. If within 30 days following receipt of Buyer’s Allocation, Seller has not given Buyer written notice of its objection as to Buyer’s Allocation (which notice shall state in reasonable detail the basis of Seller’s objection), then Buyer’s Allocation shall be binding and allocation conclusive on the Parties and shall be the Final Allocation. If Seller timely objects to Buyer’s Allocation in the manner provided for above, Buyer and Seller shall notify SUT whether Buyer has any objection attempt to the proposed determination or allocationresolve their differences by good faith negotiation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers Seller are unable to agree to an Allocation within 60 days after the delivery of Seller’s objection to Buyer’s Allocation, any remaining disputed items shall be bound resolved by such determination and allocation and the Accountants, in the manner described in Section 2.3(c)(v). Only disputed item(s) relating to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement ’s Allocation shall be submitted to the Accountants for review. In resolving any disputed item, the Accountants may not assign a public accounting firm (fair market value or amount to such item greater than the "Expert") mutually agreed upon greatest value or amount, or lower than the lowest amount or value, for such item claimed by either of Buyer or Seller as presented to the Accountants. The fees, costs and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt expenses of the disputeAccountants shall be paid by Seller in an amount proportionate to the dollar amount of contested items submitted to the Accountants by Seller and not awarded to Seller as a percentage of the total dollar amount contested by the Parties, as determined by the Accountants. All remaining fees, costs and expenses of the Accountants shall be paid by Buyer. (d) Seller and Buyer and Sellers agree to shall be bound by the Allocation for all Tax purposes and shall (and shall cause their Affiliates to) (i) prepare and file all Tax Returns in a manner consistent with the Allocation, including an amended Form 8594 required to be filed to reflect any joint subsequent adjustments to the Total Tax Consideration, and (ii) take no position inconsistent with the Allocation in any Tax Return, any proceeding before any taxing authority or otherwise, provided, however, that if, in any audit of any Tax Return or other proceeding relating thereto, the amount of the Total Tax Consideration or the fair market values of the Acquired Assets are finally determined by a taxing authority to be different from the values used in determining the allocation shown on the Forms 8594, as most recently amended, Buyer and Seller and their respective Affiliates may (but shall not be obligated to) take a position or action consistent with such amount or values as finally determined in such audit. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties and keep the other Parties apprised of material developments concerning resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithsuch dispute.

Allocation of Purchase Price. The sum (a) Purchaser and Sovereign agree that, upon final determination of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes in a manner consistent with Schedule 3.4(a) of the Fleet/Sovereign P&A Agreement and Schedule 3.4(a) of the Fleet/Rockland P&A Agreement (the "Allocation Schedules"). (b) Purchaser and Sovereign shall report the transactions contemplated by this Agreement (including income tax reporting requirements imposed pursuant to Section 1060 of the Internal Revenue Code Code) in accordance with the Allocation Schedules. In the event any party hereto receives notice of 1986, as amended (the "Code") and for all other Tax purposes. The allocations a tax audit with respect to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among specified herein, such party shall immediately notify the Purchased Assets for purposes other party in writing as to the date and subject of Section 1060 such audit. (c) If any federal, state or local tax return, report or filing by Purchaser or by Sovereign relating to the transactions contemplated hereby and filed on the basis of the Code allocation set forth on the Allocation Schedules is challenged by the taxing authority with which such return, report or filing was filed, the filing party shall assert and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt maintain in good faith the validity and correctness of such allocation during the audit thereof until the issuance by the taxing authority of a "30-Day Letter," or a determination of liability equivalent thereto, to resolve such disagreementparty, whereupon such party shall, in its sole discretion, have the right to pay, compromise, settle, dispute or otherwise deal with its alleged tax liability. If any such disagreement a tax return, report or filing is challenged as herein described, the party filing such return, report or filing shall timely keep the other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of the filing party. (d) If either Purchaser or Sovereign (including permitted successors and assigns thereof) defaults under this Section 3.4, it shall pay as damages to the other, so long as such other party is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in default under this Section 3.4, an amount which, after reduction for all income or gain taxes, including without limitation interest and by any determination penalties, which would be incurred (calculated at the highest marginal rate applicable in the relevant jurisdictions) as a result of the Expert and to complete and attach Internal Revenue Service Form 8594 receiving said amount, is equal to the respective U.S. Tax returns accordingly result (but not less than zero) of subtracting the amount in (ii) below from the amount in (i) below: (i) The total amount of income or gains taxes (including interest and penalties calculated at the highest marginal rate applicable in the relevant jurisdictions) to file all other tax returns accordingly jurisdictions imposing such taxes upon the non-defaulting party with respect to the transactions contemplated hereby; and (ii) The total amount of income or gains taxes which would have been incurred (including interest and not penalties calculated at the highest marginal rate applicable in the relevant jurisdictions) to take any position inconsistent therewithall jurisdictions imposing such taxes upon the non-defaulting party with respect to the transactions contemplated hereby, if such taxing jurisdictions had accepted the allocations specified in the Allocation Schedules.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (to the "Aggregate Purchase Price"extent they constitute part of the amount realized by Seller or Parent for federal income tax purposes) shall be allocated to the Superior Israel Shares, to the DNE Shares and to among the Purchased Assets and the covenants of Parent and Seller contained in Sections 9.1 through 9.3 (the "Restrictive Covenants") in accordance with this Section 8.6. Buyer initially shall determine the allocation and notify Seller in writing of such initial allocation ("Buyer’s Allocation Notice") within 90 days after the Closing Date. Seller and Parent shall be deemed to have accepted the allocation set forth in Buyer’s Allocation Notice unless, within 30 days after the date of delivery of Buyer’s Allocation Notice, Seller notifies Buyer in writing of (i) each amount set forth in Buyer’s Allocation Notice with which Seller or Parent disagrees and (ii) for purposes each such amount, the amount that Seller or Parent proposes as the appropriate amount. If Seller timely provides such notification to Buyer, the parties shall apply the principles of Section 2.3 to resolve any disputed amounts. The allocation made pursuant to this Section 8.6 is intended to comply with the allocation method required by Section 1060 of the Internal Revenue Code of 1986Code, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares parties shall be as set forth in Schedule 3.2. The excess cooperate to comply with all procedural requirements of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares Section 1060 and the DNE Shares is regulations thereunder. Buyer and Seller agree that they will not take, nor will they permit any affiliated Person to take, for income tax purposes, any position inconsistent with the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among made pursuant to this Section 8.6; provided, however, that (i) Buyer’s cost for the Purchased Assets for purposes and the Restrictive Covenants may differ from the total amount allocated hereunder to reflect the inclusion in Buyer’s total cost of Section 1060 of capitalized transaction costs not included in the Code total amount so allocated, and all other Tax purposes. Within 20 days of receipt of such proposed determination (ii) Seller’s and allocation Buyer shall notify SUT whether Buyer has any objection Parent’s amount realized may differ from the total amount allocated hereunder to reflect transaction costs that reduce the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithamount realized.

Allocation of Purchase Price. The sum As promptly as reasonably practicable following execution of (i) the Purchase Pricethis Agreement, (ii) the value of the Warrant Seller and (iii) the amount of the Assumed Liabilities Buyer agree to retain Bond & Xxxxxx (the "Aggregate Purchase PriceAPPRAISAL FIRM") to appraise the classes of Assets of the Stations based on the Consideration paid by Buyer for the Stations. The Appraisal Firm shall be instructed to perform such appraisal and deliver a written report thereof to Seller and Buyer as soon as reasonably practicable (the "APPRAISAL REPORT"). Seller, on the one hand, and Buyer, on the other hand, shall each pay one-half (1/2) of the fees, costs and expenses of the Appraisal Firm whether or not the transactions contemplated hereby are consummated. Seller and Buyer each represent, warrant, covenant and agree with each other that the Consideration shall be allocated (the "ALLOCATION") among the Assets as set forth in the Appraisal Report, it being understood that such allocation is to be made in accordance with the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of principles established under Section 1060 of the Internal Revenue Code Code. Seller and Buyer agree to report and file all Tax returns (including amended Tax returns and claims for refund) consistently with the Allocation and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings), unless otherwise required by applicable Law. Seller and Buyer shall cooperate in the filing of 1986, as amended any forms (the "Code"including Form 8594) and for all other Tax purposes. The allocations with respect to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated Allocation, including any amendments to such forms required with respect to any subsequent adjustments to the Superior Israel Shares and Consideration. Notwithstanding any other provision of this Agreement, the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following provisions of this Section 2.5 shall 7 <PAGE> survive the Closing Date SUT shall provide Buyer with a proposed determination without limitation. In the event that the Allocation is disputed by any taxing authority, the party receiving notice of the Remaining Aggregate Purchase Price dispute shall promptly provide written notice thereof to the other parties hereto and a proposed allocation shall forward to such other parties copies of all correspondence with such taxing authority in respect of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithdisputed Allocation.

Allocation of Purchase Price. The sum of (a) Seller and Purchaser (i) have agreed to the allocation of the Purchase Price, together with the Assumed Liabilities that are due and owing, attributable to Seller, each Asset Selling Affiliate and the Acquired Subsidiaries, as set forth on Section 1.07(a)(i) of the Disclosure Schedule (the “Company-Level Allocation”), and (ii) shall agree as set forth below on the allocation among the Purchased Assets (excluding the Shares) sold by each Asset Selling Affiliate of the Purchase Price allocable to each Asset Selling Affiliate as set forth on Section 1.07(a)(ii) of the Disclosure Schedule (the “Asset-Level Allocation” and, together with the Company-Level Allocation, the “Allocation”). Each of Seller and Purchaser shall: (A) be bound by the Allocation for purposes of determining any Taxes; (B) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; and (C) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise; provided, however, that Purchaser’s Tax basis in the Purchased Assets may exceed the total amount allocated to the Purchased Assets pursuant to the Allocation to reflect Purchaser’s capitalized transaction costs, and Seller’s amount realized may be less than the total amount allocated to the Purchased Assets pursuant to the Allocation in order to reflect Seller’s transaction costs. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Seller and Purchaser agree to use their reasonable best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.01(h). (b) Seller and Purchaser agree that Purchaser shall engage an independent appraisal firm to perform an appraisal to support the Asset-Level Allocation. The cost of such appraisal shall be equally borne by Seller and Purchaser. Seller and Purchaser shall be provided with a copy of the appraiser’s report at least thirty (30) days prior to the Closing and, provided that Seller and Purchaser consent to such report (which consent shall not be unreasonably withheld), the Asset-Level Allocation shall be made as specified in such report. If Seller and Purchaser do not consent to the appraiser’s report, then Seller and Purchaser shall use their reasonable best efforts to mutually agree prior to the Closing (or, if they fail to reach an agreement prior to the Closing, the parties shall mutually agree as soon as practicable after the Closing) on any changes to be made to such report, and the Asset-Level Allocation shall be made as specified in the report as so changed. Notwithstanding the foregoing, (i) Seller shall cause an appraisal to be conducted to determine the fair market value of the Warrant Transferred Owned Real Property located in France (the cost of which shall be equally borne by Seller and Purchaser), (ii) any notice described in Section 6.01(a)(iv)(A)(1) shall include a copy of such appraisal evidencing the fair market value of such property, and (iii) such appraisal shall be binding on the amount parties for purposes of the Assumed Liabilities Asset-Level Allocation. (c) For purposes of the "Aggregate Allocation pursuant to Section 1.07(a), if there is a downward or upward adjustment to the Purchase Price"Price pursuant to (i) Section 1.06(a)(iv) or Section 1.06(a)(v), respectively, (ii) Section 1.06(b)(iv) or Section 1.06(b)(v), respectively, or (iii) Section 1.06(c)(v) or Section 1.06(c)(vi), respectively, then, in each such case, each increase or decrease shall be allocated to the Superior Israel SharesAcquired Subsidiaries and the Asset Selling Affiliates to which such increase or decrease relates, to the DNE Shares and shall be further allocated (if relevant for purposes of any applicable Law) to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of which such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination increase or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithdecrease relates.

Allocation of Purchase Price. The Within one hundred and twenty (120) days of the Closing Date, Buyer shall prepare and deliver to Seller a statement allocating the sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price relevant items among the Purchased Acquired Assets for purposes of in accordance with Section 1060 of the Code and all the Treasury regulations promulgated thereunder (such statement, the “Allocation Statement”), and the Allocation Statement shall be finalized upon reasonable consultation with Seller. Unless otherwise required by law, the IRS or any other Tax purposes. Within 20 days taxing authority, the allocation of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection the Purchase Price pursuant to the proposed determination or allocation. If Buyer has no such objectionAllocation Statement shall be final and binding on the Parties, or timely notice is not providedand the Parties shall file all relevant U.S. federal, then Buyer state, local and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service non-U.S. Tax Returns (including IRS Form 8594 and any supplements to such form) in accordance with the respective U.S. Tax returns accordingly Allocation Statement, and to file all other tax returns accordingly and shall not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination IRS or any other taxation authority proposes a different allocation, Buyer Seller or Buyer, as the case may be, shall promptly notify the other party of such proposed allocation. Seller or Buyer, as the case may be, shall provide the other party with such information and SUT agree shall take such actions (including executing documents and powers of attorney in connection with such proceedings) as may be reasonably requested by such other party to attempt in good faith carry out the purposes of this Section 3.2. Except as otherwise required by any Legal Requirement or pursuant to resolve such disagreement. If a “determination” under Section 1313(a) of the Code (or any such disagreement is not resolved within 10 days following SUT's receipt comparable provision of notice from Buyer United States state, local, or non-United States law), (i) the transactions contemplated by Article 2 of Buyer's objection, the disagreement this Agreement shall be submitted to reported for all Tax purposes in a public accounting firm (manner consistent with the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days terms of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section 3.2; and by (ii) neither Party (nor any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to their Affiliates) will take any position inconsistent therewithwith this Section 3.2 in any Tax Return, in any refund claim, in any litigation or otherwise.

Allocation of Purchase Price. The sum (a) Within 90 days after the Closing Date, Buyer will provide Seller with a draft of IRS Form 8594 and any required exhibits thereto (ithe “Asset Acquisition Statement”) with Buyer’s proposed allocation of the consideration paid among the Purchased Assets including the Seller’s agreement not to compete, in accordance with section 1060 of the Code. Buyer’s allocations will reconcile with valuations already provided to Buyer. For purposes of this Section 3.2, the consideration paid shall be equal to the Purchase Price, (ii) the value of the Warrant and (iii) the amount Price plus that portion of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets that are considered assumed liabilities for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax federal income tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following after receiving such Asset Acquisition Statement, Seller will propose to Buyer any changes to such Asset Acquisition Statement (and in the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has event no such objectionchanges are proposed in writing to Buyer within such time, or timely notice is not providedSeller will be deemed to have agreed to, then and accepted, the Asset Acquisition Statement). Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller will endeavor in good faith to resolve such disagreement. If any such disagreement is not resolved differences with respect to the Asset Acquisition Statement within 10 30 days following SUT's after Buyer’s receipt of written notice of objection from Buyer Seller. (b) Subject to the provisions of Buyer's objectionthe following sentence of this Section 3.2(b), the disagreement shall Purchase Price (together with any assumed liabilities) will be submitted allocated in accordance with the Asset Acquisition Statement provided by Buyer to a public accounting firm Seller pursuant to Section 3.2(a), and subject to the requirements of applicable tax law or election (the "Expert") mutually agreed upon including but not limited to IRS Form 8594 and any comparable report under state or local tax law), all Tax returns and reports filed by Buyer and SUTSeller will be prepared consistently with such allocation. If Seller withholds their consent to the allocation reflected in the Asset Acquisition Statement, and Buyer and Seller have acted in good faith to resolve any differences with respect to items on the Asset Acquisition Statement and thereafter are unable to resolve any differences that, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the “Allocation Arbiter”) selected by Buyer and Seller, which firm shall not be the regular auditor of the financial statements of Buyer or Seller. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely on presentations by Seller and Buyer and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be conclusive and binding upon the parties. Buyer and Sellers shall instruct Seller shall, subject to the Expert to make a determination regarding requirements of any applicable tax law or election, file all Tax returns and reports consistent with the item or items allocation provided in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any Asset Acquisition Statement or, if applicable, the determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAllocation Arbiter.

Allocation of Purchase Price. The sum (a) Within 60 days after the Closing Date, Buyer will provide to Seller copies of (i) the Purchase Price, (ii) the value of the Warrant IRS Form 8594 and (iii) the amount of the Assumed Liabilities any required exhibits thereto (the "Aggregate Purchase PriceAsset Form") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a Buyer's proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes(together with any assumed liabilities). Within 20 15 days of after the receipt of such proposed determination Asset Form, Seller will propose to Buyer any changes to such Asset, (and allocation Buyer shall notify SUT whether Buyer has any objection to in the proposed determination or allocation. If Buyer has event no such objectionchanges are proposed in writing to Buyer within such time period, or timely notice is not providedthe Seller will be deemed to have agreed to, then and accepted, the Asset Form). Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller will endeavor in good faith to resolve such disagreement. If any such disagreement is not resolved differences with respect to the Asset Form, within 10 15 days following SUTafter Buyer's receipt of written notice of objection from Buyer Seller. (b) Subject to the provisions of Buyer's objectionthe following sentence of this paragraph (b), the disagreement shall Purchase Price (together with any assumed liabilities) will be submitted allocated in accordance with the Asset Form provided by Buyer to a public Seller pursuant to paragraph (a) above, and subject to the requirements of applicable tax law or election, all Tax returns and reports filed by Buyer and Seller will be prepared consistently with such allocation. If Seller withholds its consent to the allocation reflected in the Asset Form, and Buyer and Seller have acted in good faith to resolve any differences with respect to items on the Asset Form and thereafter are unable to resolve any differences that, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the "ExpertAllocation Arbiter") mutually agreed upon selected by Buyer and SUTSeller, which firm shall not be the regular accounting firm of Buyer or Seller. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely on presentations by Seller and Buyer and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be conclusive and binding upon the parties. Buyer and Sellers shall instruct Seller shall, subject to the Expert to make a determination regarding requirements of any applicable tax law or election, file all Tax returns and reports consistent with the item or items allocation provided in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any Asset Form or, if applicable, the determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAllocation Arbiter.

Allocation of Purchase Price. The sum of (i) Seller and Purchaser mutually agree ---------------------------- to allocate the Purchase Price, (ii) Price and other relevant items set forth in Section 1.3 ----------- among the value of Assets acquired hereunder by Purchaser in accordance with the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and any Treasury Regulations promulgated thereunder ("Treasury ---- -------- Regulations"). Seller shall provide Purchaser with a draft of such allocation ----------- within sixty (60) days after the Closing Date. Purchaser shall notify Seller of any objection Purchaser may have to such allocation. Seller and Purchaser agree to attempt to resolve any disagreement with respect to such allocation in good faith consistent herewith; provided, however, that if Purchaser and Seller shall not have agreed on the allocation by the 90th day following the Closing, the allocation shall be made in accordance with the appraisal of the Settlement Accountant, the fees and expenses of which shall be paid equally by Purchaser and Seller. Seller and Purchaser each agree to report and file all tax returns (including amended tax returns and claims for all refund) consistently with any such allocation, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other Tax purposesproceedings). The allocations Seller and Purchaser shall cooperate in the filing of any forms (including Form 8594) with respect to any such allocation, including any amendments to such forms required with respect to any adjustment to the Superior Israel Shares Purchase Price and the DNE Shares shall be as other relevant items set forth in Section 2.3 and Schedule 3.24.2, pursuant to this ----------- ------------ Agreement. The excess Notwithstanding any other provisions of this Agreement, the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following foregoing agreement shall survive the Closing Date SUT shall provide Buyer with a proposed determination without limitation. In the event that such allocation is disputed by any taxing authority, the party receiving notice of the Remaining Aggregate Purchase Price dispute shall promptly notify the other party hereto and a proposed allocation shall forward to such other party copies of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt correspondence with such taxing authority in respect of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or disputed allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.

Allocation of Purchase Price. The sum of For federal and state income tax purposes, Sellers and Purchaser agree that (i) the Purchase Pricetransactions described in Section 1.1 (Sale of LLC Membership Interest) are properly treated and shall be reported by Sellers and Purchaser as a sale by Sellers and purchase by Purchaser in the aggregate of an 82% interest as a member in the capital and profits of the New Company, (ii) the value New Company is and shall be treated by Sellers and Purchaser as a partnership governed by subchapter K of the Warrant Code, and (iii) the amount consideration received or to be received for such 82% membership interest in such sale and purchase for all purposes of the Assumed Liabilities Code consists of the Purchase Price and 82% of the liabilities of the New Company as of the time of such sale and purchase (in connection with which and for all such purposes, including without limitation the determination of the Purchaser's basis in such 82% membership interest and the gain or loss of Sellers with respect to the sale thereof, the parties shall treat the Additional Consideration in accordance with the "Aggregate open transaction" method of reporting) (such consideration, as it may be adjusted from time to time in accordance with such method of reporting, is referred to herein as the "Tax Purchase Price") ). Sellers acknowledge that Purchaser intends to cause the New Company to make an election under Section 754 of the Code in connection with such sale and purchase, and Sellers agree to execute such documents as may reasonably be required for them to execute in order for the New Company to make such election. For purposes of Sections 743, 755, 1060 and any other applicable provisions of the Code or regulations thereunder, the Tax Purchase Price shall be allocated among the assets of the Company with respect to Purchaser consistent with the allocations set forth in a schedule to be prepared by the parties on or before the Closing. In connection with such allocation, the parties acknowledge and agree that no portion of the Tax Purchase Price shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 covenants of the Internal Revenue Code Principals in Section 4.9 hereof (Non-Competition), it being understood that the Principals have entered into such covenants solely in consideration of 1986, as amended (the "Code") execution of this Agreement by the other parties hereto and for all other not in consideration of any portion of the Tax purposesPurchase Price. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate initial Book Value of assets of the New Company, within the meaning of Section 1.8 of the Amended and Restated Limited Liability Operating Agreement attached as Exhibit 25, as of the constructive formation of the New Company a tax partnership pursuant to Treasury Regulations Section 301.7701-2(f)(2) upon the transfer of interests in the New Company from FFPE Holding to the Partnerships, shall be made in a manner consistent with the foregoing allocation of the Tax Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted adjusted from time to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert time to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithreflect Additional Consideration paid.

Allocation of Purchase Price. The sum Purchase Price and the Deposits shall be allocated among the Assets at Closing as provided and as described in Section 1.4 hereof and on Schedule 1.7 attached hereto. The parties shall negotiate in good faith and use their commercially reasonable efforts to agree upon the form of Schedule 1.7 within the Due Diligence Period; provided, however, in the event the parties are unable to so agree, then (i) in the event that on the Original Closing Date or any subsequent Closing Date less than all of the Facilities can be closed due to a Delaying Event (other than the failure to obtain the HRT Consents), then the Closing Date shall be extended until the Delaying Events (other than the failure to obtain the HRT Consents) for all Facilities have been satisfied or removed such that the entirety of the Deposits can be applied at the Closing, and each party shall be free to allocate the 7 <PAGE> Purchase Price, Price in accordance with their own calculations and without regard to the other party's allocation and (ii) in the value of event that on the Warrant Original Closing Date or any subsequent Closing Date, closing on all Facilities other than the Leased Facilities has occurred, the parties agree the Purchase Price for the Assets (other than those relating to the Leased Facilities) shall be $79,500,000 and (iii) the amount of the Assumed Liabilities Deposits allocable to the Leased Facilities shall continue to be held by the Escrow Agent until the expiration of the Deferral Period. If the parties are able to agree upon Schedule 1.7, then Seller and Purchaser each hereby covenant and agree that neither will take a position on any income tax return, before any governmental agency charged with the collection of any income tax, in any judicial proceeding or otherwise with or before any Governmental Authority that is any way inconsistent with the terms of this Section 1.7 and Schedule 1.7, and at Closing Seller and Purchaser shall covenant to timely file IRS Form 8594 using the allocations set forth on Schedule 1.7. 1.8 Due Diligence Period. Between the date of this Agreement and February 21, 2006 (the "Aggregate Purchase PriceDue Diligence Period") ), Purchaser shall be allocated have the right to terminate this Agreement as to all Facilities by written notice to Seller in the Superior Israel Sharesevent Purchaser, to in Purchaser's sole discretion, is not satisfied with the DNE Shares and to the Purchased Assets for purposes any reason, which reason need not be specified in such notice, provided that such notice is delivered (in accordance with the provisions of Section 1060 12.3 hereof) to Seller on or prior to 7:00 p.m. EST on the last day of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposesDue Diligence Period. The allocations parties agree that Purchaser shall not request further due diligence information from Seller after January 31, 2006 until February 10, 2006, other than as required for completion for third party reports, but Purchaser's rights of access to the Superior Israel Shares and the DNE Shares information after February 10, 2006, shall continue to be as set forth in Schedule 3.2Section 4.3. The excess In no event shall there be any partial termination under this Section 1.8(b). If such notice of termination is so delivered on or before 5:00 p.m. on the last day of the Aggregate Purchase Price over Due Diligence Period, then Purchaser shall be entitled to receive the amounts allocated to the Superior Israel Shares Deposit from Escrow Agent and the DNE Shares is parties shall thereafter be released from all further obligations under this Agreement, except those provisions that expressly survive the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination termination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationthis Agreement. If Buyer has no such objection, or timely notice is Purchaser does not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and by any determination effect. The parties agree to confirm in writing the expiration date of the Expert and to complete and attach Internal Revenue Service Form 8594 to Due Diligence Period upon request of either Seller or Purchaser. The Deposits shall be nonrefundable after the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.expiration of the Due Diligence Period except as specifically set forth in this Agreement. ARTICLE 2

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant Purchaser and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Seller shall be allocated use commercially reasonable efforts to the Superior Israel Shares, agree to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed an allocation of the Remaining Aggregate Purchase Price consideration (and other items treated as consideration for federal income tax purposes) among the Purchased Assets for purposes in accordance with Code §1060 and the regulations thereunder (and any similar provision of Section 1060 state, local, or non-U.S. law, as appropriate) (the “Tax Allocation”) within 30 days after the Closing Date. If Seller and Purchaser reach an agreement with respect to the Tax Allocation pursuant to the foregoing sentence, Seller and Purchaser each agree to report, and to cause their respective Affiliates to report, the U.S. federal, state and local income and other tax consequences of the transactions contemplated herein, and in particular to report the information required by Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection§1060(b), or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach jointly prepare Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with the Tax Allocation, as may be revised to take into account subsequent adjustments to the respective U.S. Tax returns accordingly Purchase Price, and to file all other tax returns accordingly and shall not to take any position for U.S. federal, state or local income tax purposes inconsistent therewiththerewith upon examination of any tax return, in any refund claim, in any tax litigation, investigation or otherwise, unless required to do so by a “determination” (as defined in Code §1313(a)(1)), or with such other Party’s prior consent; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Tax Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Tax Allocation. If Buyer timely objects Seller and Purchaser do not reach an agreement with respect to the proposed determination or allocationTax Allocation under this Section 7.6, Buyer Seller and SUT agree Purchaser shall be free to attempt in good faith file their own asset allocation statements and shall not be subject to resolve such disagreementthe reporting requirements of this Section 7.6. If Notwithstanding any such disagreement is not resolved within 10 days following SUT's receipt other provision of notice from Buyer of Buyer's objectionthis Agreement, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer terms and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days provisions of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of 7.6 shall survive the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.Closing without limitation.‌

Allocation of Purchase Price. No later than sixty (60) calendar days following each Closing Date, Seller shall deliver to Purchaser a proposed schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price paid at such closing among the assets of CR Class B Holdings and the interests of IPB Holdings, and PB Expansion Class B Holdings acquired at such Closing. The sum Purchaser, the Seller and the Acquired Entities shall report for Tax purposes and file Tax Returns (including Form 8594 under Section 1060 of the Code) in a manner consistent with the final Purchase Price Allocation Schedule; provided, however, that (i) Purchaser’s cost for the Purchase Priceassets of CR Class B Holdings and the interest in IPB Holdings, and PB Expansion Class B Holdings that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the value of amount realized by Seller may differ from the Warrant total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes, and (iii) the amount that neither Seller or any of its Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Assumed Liabilities (Purchase Price by a Governmental Authority. Any adjustments to the "Aggregate Purchase Price") Price pursuant to this Agreement shall be allocated to among the Superior Israel Shares, to assets of CR Class B Holdings and the DNE Shares and to the Purchased Assets interests in IPB Holdings for purposes of the Purchase Price Allocation Schedule in accordance with this Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations 9.02 except to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithextent applicable Law requires otherwise.

Allocation of Purchase Price. The sum of (ia) the Purchase Price, Within ninety (ii90) the value days after each of the Warrant Internet Closing and (iii) any Real Estate Closing, the amount Internet Buyers and the Real Estate Buyer, as applicable, shall prepare an allocation of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Trade Name Purchase Price and a proposed allocation of the Remaining Aggregate Domain Name Purchase Price and the applicable Real Estate Purchase Price (and all other capitalized costs) among the Purchased Internet Assets for purposes of and the applicable Purchased Real Estate Assets, respectively, in accordance with Section 1060 of the Code and all other Tax purposes. Within 20 days (the “Allocation Schedules”). (b) If the Seller gives written notice to a Buyer of its dissatisfaction with an Allocation Schedule within fifteen (15) Business Days after receipt of thereof, such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller shall cooperate in good faith with each other and negotiate in good faith for a period of ten (10) Business Days to resolve such disagreementany disputed items. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionParties fail to agree on such allocation, the disagreement dispute shall be submitted to a public an independent Big Four accounting firm mutually acceptable to Seller and the applicable Buyer (the "Expert"“Neutral Accounting Firm”), whose decision shall be binding on all parties. The Buyers, Systemax and the Seller shall file all Tax returns (including IRS form 8594) mutually agreed upon consistently therewith (to the extent such filing is required by Applicable Law). The Seller shall cooperate with a Buyer’s or Systemax’s reasonable requests in connection with the preparation by a Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt Systemax of the disputeAllocation Schedules. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to No Party shall take any position (whether in a Tax return or otherwise) that is inconsistent therewithwith the finally determined Allocation Schedules, unless required to do so by Applicable Law or any Order. All costs and expenses of any independent accountant shall be paid by the Internet Buyer or Real Estate Buyer which prepared the applicable Allocation Schedule; provided that the costs expenses of the Neutral Accounting Firm shall be shared equally by the applicable Buyer and Seller.

Allocation of Purchase Price. The sum Seller and Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the "Asset Allocation Statements"). Accordingly, Seller and Purchaser agree to cooperate in the preparation of any Asset Allocation Statements. Within 45 days following the date of this Agreement, Seller shall deliver to Purchaser a statement of allocation of the Purchase Price and all other items properly included in "consideration" among the Conveyed Assets, which shall specify in reasonable detail the amount (supported by an appraisal to be obtained by the Seller, provided by an appraiser selected by Seller and Purchaser) to be allocated to inventory, customer base, work force, intellectual property and other intangible assets (i.e. goodwill) located both inside and outside the United States (the "Allocation"). Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation within 30 days following Purchaser's receipt of the Allocation from Seller. If Purchaser withholds its consent to the Allocation after such 30-day period, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the "Allocation Arbiter") selected by Purchaser and Seller. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be conclusive and binding upon the parties. Each of Seller and Purchaser shall (i) be bound by the Purchase PriceAllocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the value of the Warrant Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the amount Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of the Assumed Liabilities (dispute shall promptly notify the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 other Party hereto concerning resolution of the Internal Revenue Code of 1986, as amended (dispute. Seller and Purchaser acknowledge that the "Code") and for all other Tax purposes. The allocations to Allocation was made in accordance with the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Purchaser and Seller agree that the Equity Consideration shall be treated as taxable consideration paid for the Conveyed Assets for all other Tax purposes. Within 20 days of receipt of such proposed determination income tax purposes and allocation Buyer the parties hereto shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent Tax Returns on a basis consistent therewith. If Buyer timely objects Purchaser and Seller agree that the portion of the Purchase Price attributable to the proposed determination or allocation, Buyer each of SiCom and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement Choice-Intersil shall be submitted to a public accounting firm comprised one-third (1/3) in the "Expert"form of Equity Consideration and two-thirds (2/3) mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct in the Expert to make a determination regarding the item or items in dispute within 20 days form of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithCash Consideration.

Allocation of Purchase Price. The sum of (i) As soon as reasonably practicable following the Purchase PriceClosing, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Buyer shall be allocated deliver to the Superior Israel Shares, to Sellers’ Representative an allocation statement setting forth the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed Buyer’s allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for Tax purposes of pursuant to Section 1060 of the Code and all any other applicable Tax purposesLaws (as the same may be revised pursuant to the following sentence, the “Allocation Statement”). Within 20 days of receipt of such proposed determination and allocation In the event that the Purchase Price is adjusted pursuant to Section 1.6 or Section 1.9, the Buyer shall notify SUT whether Buyer has any objection deliver to the proposed determination or allocationSellers’ Representative a revised Allocation Statement as soon as reasonably practicable following such adjustment. If Buyer has no such objectionSuch allocation shall (a) not allocate an amount in excess of $100,000,000 to depreciable tangible property, (b) not allocate an amount in excess of book value (without reduction for reserves) to inventory and accounts receivable, or timely notice is (c) not providedallocate an aggregate amount in excess of $3,000,000 to the Restrictive Covenant Agreement, then the restrictive covenants set forth in Section 4.7 and the Cxxxx Name Usage Agreement and (d) shall allocate the balance of the Purchase Price to intangible assets (including goodwill, trade names and customer relationships) other than non-competition agreements. Except as otherwise required by Law, the Buyer and Sellers agree shall, and shall cause each other member of the Seller Group to, file all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be bound by such determination filed pursuant to Section 1060 of the Code or any comparable provisions of Law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation Statement and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take refrain from taking any position action inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, The Buyer and SUT agree to attempt the Sellers shall cooperate in good faith to resolve the preparation of Section 1060 Forms and file such disagreementSection 1060 Forms timely and in the manner required by applicable Law. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by The Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by treat any joint resolution payments made pursuant to Section 1.9 and the indemnification provisions of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 Agreement as an adjustment to the respective U.S. Purchase Price for Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithpurposes.

Allocation of Purchase Price. The sum of Purchaser shall prepare IRS Form 8594 (iand, any comparable or similar form under state, local or foreign law) allocating the Purchase Price, Price (iiincluding any adjustments pursuant to SECTION 2.04) the value of the Warrant and (iii) the amount of the Assumed Liabilities (among the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended and shall forward it (the "Code"within 120 days) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following after the Closing Date SUT to USOP for its approval, which approval shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price not be unreasonably withheld, conditioned or delayed. USOP and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Purchaser will negotiate in good faith to resolve such disagreementany dispute concerning the allocation. If Purchaser and Sellers shall each file with their respective federal income Tax Return for the tax year in which the Closing occurs, IRS Form 8594 (and any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectioncomparable or similar form under state, local or foreign law) containing the disagreement shall be submitted to a public accounting firm (the "Expert") mutually information agreed upon by Buyer and SUTthe parties pursuant to the immediately preceding sentence. Buyer and Sellers shall instruct Purchaser agrees to report the Expert to make a determination regarding the item or items in dispute within 20 days of receipt purchase of the dispute. Buyer Assets, and Sellers agree to be bound report the sale of the Assets, on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this SECTION 2.05 and contained in its IRS Form 8594 (and any comparable or similar form under state, local or foreign law). Neither Sellers nor Purchaser shall take a position in any Tax Return, Tax proceeding, Tax audit or otherwise inconsistent with the information agreed upon by the parties pursuant to this SECTION 2.05; PROVIDED, HOWEVER, that nothing contained herein shall require Sellers or Purchaser to contest any proposed deficiency or adjustment by any joint resolution of a disagreement described Taxing authority which challenges such allocation, or exhaust administrative remedies before any Taxing authority in this Section connection therewith, and Sellers and Purchaser shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any determination Taxing authority which challenges such allocation. Sellers and Purchaser shall give prompt notice to the other of the Expert and to complete and attach Internal Revenue Service Form 8594 to commencement of any Tax audit or proceeding or the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take written assertion of any position inconsistent therewithproposed deficiency or adjustment by any Taxing authority which challenges such allocation.

Allocation of Purchase Price. The parties agree that Xxxxx Xxxx Appraisal shall determine the allocation of the sum of (i) the Purchase Price, (ii) the value of the Warrant Cash Payment and (iii) the amount of the Assumed Liabilities among the Purchased Assets and shall deliver such allocation to the Seller and the Purchaser on or before February 29, 2000. The Seller shall have the right, in its sole and absolute discretion, to accept or reject the allocation of Xxxxx Xxxx Appraisal; provided that, if such rejection by the Seller is not delivered to the Purchaser on or before fifteen (15) days after Seller's receipt of the "Aggregate Purchase Price"allocation, the Seller shall be deemed to have accepted such allocation and it shall be conclusive and binding on the parties for purposes of this Section 2.3(c). In the event that the Seller rejects the allocation by Xxxxx Xxxx Appraisal, then the parties agree to be bound by an appraisal of the Purchased Assets by a mutually acceptable independent nationally recognized firm of valuation experts. The cost of appraisals pursuant to this Section 2.3(c) shall be allocated borne equally the Purchaser and the Seller. Notwithstanding anything to the Superior Israel Sharescontrary herein, to the DNE Shares and to the Purchased Assets for purposes of allocation will be consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares Purchaser and the DNE Shares Seller (i) shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares execute and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all Tax Returns and prepare all financial statements, returns and other tax returns accordingly and instruments in a manner consistent with the allocation determined pursuant to this Section 2.3(c), (ii) shall not to take any position before any Governmental Authority or in any judicial proceeding that is inconsistent therewith. If Buyer timely objects to the proposed determination or with such allocation, Buyer and SUT agree to attempt (iii) shall cooperate with each other in good faith to resolve a timely filing, consistent with such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt allocation, of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to with the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithIRS.

Allocation of Purchase Price. The sum (a) Buyer and Seller shall, before the Closing Date, agree on a preliminary allocation of (i) the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes Assets. Subject to the requirements of any applicable tax law, all Tax Returns filed by Buyer and Seller shall be prepared consistently with such allocation as thereafter reconciled as provided herein. (b) In the event that the Purchase Price reconciliation pursuant to Section 2.4 hereof requires adjustment to the allocation after the delivery of the Preliminary Closing Statement by Seller, Buyer and Seller agree to adjust the allocation to reflect such Purchase Price reconciliation and, subject to the requirements of any applicable tax law, to file consistently any Tax Returns required as a result of such Purchase Price reconciliation. (c) Within one hundred fifty (150) days after the Closing Date, Seller shall prepare those statements or forms (including Form 8594) required by Section 1060 of the Code and all other Tax purposesthe regulations promulgated thereunder. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination Such statements or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement forms shall be submitted to a public accounting firm (prepared consistently with the "Expert") mutually allocations under this Section. Such statements or forms shall be agreed upon by the parties within thirty (30) days after the delivery of such statements by the Seller to the Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound as required by any joint resolution of a disagreement described in this Section and shall be filed by any determination the parties with their respective federal income Tax Returns as required by Section 1060 of the Expert Code and to complete the regulations promulgated thereunder and attach Internal Revenue Service Form 8594 to each party shall provide the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithparty with a copy of such statement or form as filed.

Allocation of Purchase Price. The sum of (i) As soon as practicable after the Purchase Price, (ii) the value final determination of the Warrant and (iii) the amount of the Assumed Liabilities Closing Net Working Capital Value in accordance with Section 2.6, Seller shall deliver to Buyer a statement (the "Aggregate Purchase PricePROPOSED ALLOCATION STATEMENT") shall be allocated to allocating the Superior Israel SharesPurchase Price (plus Assumed Liabilities, to the DNE extent properly taken into account under applicable Tax Laws), adjusted as appropriate under applicable Tax Law to reflect any payments made under Section 2.6, among the Transferred Assets, the GmbH Shares and to the Purchased Assets for purposes of Section 1060 Shares in accordance with applicable Tax Laws. If, within thirty (30) days after receipt of the Internal Revenue Code of 1986Proposed Allocation Statement, as amended Buyer shall not have objected in writing to such Proposed Allocation Statement, the Proposed Allocation shall become binding on Buyer and Seller (the "CodeALLOCATION STATEMENT") and for all other Tax purposes). The allocations to In the Superior Israel Shares and event that Buyer objects in writing on a timely basis, the DNE Shares parties shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt cooperate in good faith to resolve such disagreementany discrepancies and attempt to agree on an allocation statement which shall become binding on Buyer and Seller. In the event that the parties are unable in good faith to reach an agreement regarding the Allocation Statement, each of the parties may prepare and file its Tax Returns and take any position it sees fit. The parties agree that, except as otherwise required by Law, Buyer and Seller shall, and shall cause their respective Affiliates to, act in accordance with the allocations contained in the Allocation Statement, if any, as it may be adjusted from time to time for all Tax purposes and that neither of them will take, or permit their respective Affiliates to take, any position inconsistent therewith in any Tax Returns or similar filings, any refund claim, any litigation or otherwise. If any such disagreement an adjustment is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionmade to the Purchase Price pursuant to this Agreement after an Allocation Statement is determined, the disagreement Allocation Statement shall be submitted to a public accounting firm (the "Expert") adjusted in accordance with applicable Law and as mutually agreed upon by Buyer and SUTSeller under principles similar to those required to originally determine the Allocation Statement. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers The parties agree to be bound by consult with one another with respect to any joint resolution of a disagreement described in Tax audit, controversy or litigation relating to the allocation made pursuant to this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith2.12.

Allocation of Purchase Price. The sum of Seller and the Buyer agree to allocate the aggregate Purchase Price to be paid for the Interests (iincluding any liabilities deemed to be assumed by the Buyer) among the Purchase Price, (ii) the value assets of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth Companies in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer accordance with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposesTreasury Regulations thereunder. Within 20 The Seller and the Buyer agree that the Buyer shall prepare and provide to the Seller a draft allocation of the Purchase Price among such assets within ninety (90) days after the Closing Date. The Seller shall notify the Buyer within thirty (30) days of receipt of such proposed determination and draft allocation Buyer shall notify SUT whether Buyer has of any objection the Seller may have thereto. The Seller and the Buyer agree to resolve any disagreement with respect to such allocation in good faith. In addition, the Seller and the Buyer hereby undertake and agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use the allocation determined pursuant to this Section 4.5 in connection with the preparation of IRS Form 8594 (including any amendments thereto) as such form relates to the proposed determination transactions contemplated by this Agreement. Unless required to do so by applicable law, no Party shall file any Tax Return or allocation. If Buyer has no such objection, other document or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to otherwise take any position that is inconsistent therewith. If Buyer timely objects with the allocation determined pursuant to this Section 4.5; provided, however, that to the proposed determination or allocation, extent any disagreement between the Buyer and SUT agree Seller with respect to attempt such allocation of Purchase Price cannot be resolved in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection(as provided herein), the disagreement Seller and the Buyer may file IRS Form 8594 (including any amendments thereto) with each of the Buyer and the Seller reporting differing purchase price allocations. Any adjustments to the Purchase Price shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items allocated in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in accordance with this Section and by any determination 4.5. For the avoidance of doubt, the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. provisions of this Section 4.5 shall apply for Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithpurposes only.

Allocation of Purchase Price. (a) The sum of (i) parties shall allocate the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated aggregate consideration received by Seller with respect to the Superior Israel SharesTransferred Assets, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986Tax Code, as amended (mutually agreed to by the "Code") parties pursuant to the procedure described below. Subject to the requirements of any applicable Tax law or election, all such mutually agreed-to allocations shall be used by each party in preparing any filings required pursuant to Section 1060 of the Tax Code or any similar provisions of state or local law and for all relevant Income Tax Returns. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding with respect to Income Taxes that is inconsistent with such mutually agreed-to allocations without the prior written consent of the other Tax purposesparty, in the consenting party's commercially reasonable discretion. The parties shall exercise commercially reasonable efforts to support such mutually agreed-to reported allocations in any audit proceedings initiated by any taxing authority; provided, however, that Seller shall not have any obligation to the Superior Israel Shares and the DNE Shares shall be as set forth pay for an appraisal or in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". any other way incur unreasonable or extraordinary out-of-pocket expenses. (b) Within 30 60 days following after the Closing Date SUT shall Date, Buyer will provide Buyer to Seller copies of IRS Form 8594 and any required exhibits thereto with a proposed determination of the Remaining Aggregate Purchase Price and a Buyer's proposed allocation of the Remaining Aggregate Purchase Price among consideration received by Seller with respect to the Purchased Transferred Assets for purposes of Section 1060 of the Code and all other Tax purposesSeller's approval, which shall not be unreasonably withheld. Within 20 If Seller fails to respond to Buyer within 30 days of receipt of Seller receiving such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not providedIRS Form 8594, then Buyer and Sellers agree Seller shall be deemed to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of have approved Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithallocation.

Allocation of Purchase Price. The sum of (ia) the Purchase Price, (ii) the value Purchaser and Sellers agree that at least 96 percent of the Warrant and (iii) the amount Premium Amount is attributable to one or more of the Assumed Liabilities following entities: Sears Holding, Sears Intellectual Property Management Company, SMTB Inc., SVFT, Inc., SLRR, Inc. and SRFG, Inc. (b) Purchaser and Sellers shall endeavor in good faith to agree, within 120 days after the Closing Date, on a further allocation of the total consideration among the Purchased Interests, the Acquired Subsidiary Stock and the Program Agreement (and an allocation of the ADSP among the assets of the Acquired Subsidiary) (the "Aggregate Purchase PriceAllocation Statement") ), which allocation shall incorporate, reflect and be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation2.6(a). If Buyer has no such objection, or timely notice is not provided, then Buyer Purchaser and Sellers agree to be bound have not agreed on the Allocation Statement by such determination date, Purchaser and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Sellers shall endeavor in good faith to resolve such disagreement. If any Purchaser and Sellers are unable to resolve such disagreement is not resolved within 10 days following SUT's receipt 15 days, each of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer Purchaser and Sellers shall instruct the Expert to make a determination regarding the item or items use its own allocation for purposes of Section 2.6(c), which allocation shall incorporate, reflect and be consistent with Section 2.6(a). The Allocation Statement, if any, shall incorporate, reflect and be consistent with Section 2.6(a). The Allocation Statement, if any, shall be prepared in dispute within 20 days of receipt accordance with Sections 338 and 1060 of the dispute. Buyer Code and the rules and regulations promulgated thereunder. (c) Except as may be required by a Determination, Purchaser and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination report the allocation of the Expert total consideration among the Purchased Interests, the Acquired Subsidiary Stock and the Program Agreement (and of the ADSP among the assets of the Acquired Subsidiary) in accordance with Section 2.6(a) (and, if Purchaser and Sellers agree on an Allocation Statement, the Allocation Statement) and agree to complete act in accordance with Section 2.6(a) (and, if Purchaser and attach Sellers agree on an Allocation Statement, the Allocation Statement) in the preparation and filing of all Tax Returns (including filing Form 8883 and Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service Form 8594 or any applicable state or local Tax authority) and in the course of any Tax Proceeding. (d) Purchaser and Sears shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.6 and agree to consult and keep one another informed with respect to the respective U.S. Tax returns accordingly status of, and to file all other tax returns accordingly and not to take any position inconsistent therewithdiscussion, proposal or submission with respect to, such challenge.

Allocation of Purchase Price. The sum of (i) Final Purchase Price for the Purchase Price, (ii) the value of the Warrant Purchased Assets and (iii) the amount of the Assumed Liabilities shall be allocated among the Purchased Assets sold, transferred, assigned and conveyed pursuant to this Agreement, as mutually agreed to by Purchaser and Seller (with Purchaser to make the "Aggregate initial proposal for such allocation), not later than one hundred fifty (150) days after the Closing Date in accordance with Section 1060 of the Code. Purchaser and Seller agree that the Final Purchase Price") Price shall be allocated among the Purchased Assets as follows: first, to non-obsolete Product Inventory at Seller's cost; second, to Accounts Receivable by the amount thereof collected during the Accounts Receivable Escrow Period and the amount retained by Purchaser from the Accounts Receivable Escrow; third, to Fixed Assets at the appraised value thereof; fourth, to leasehold improvements included in the Fixed Assets at their net book depreciated value; and the balance shall be allocated to the Superior Israel Shares, covenants not to compete. Each party shall treat the DNE Shares purchase and sale pursuant to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and this Agreement consistently with such allocations for all other Tax purposes. The allocations to the Superior Israel Shares , including, without limitation, determining any Taxes and the DNE Shares filing its Form 8594, and shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith, whether on a Tax Return, before a Governmental Entity or Regulatory Authority or any judicial or other proceeding. If Buyer timely objects to In the proposed determination event the allocation is disputed by any Governmental Entity or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionRegulatory Authority, the disagreement party receiving notice of such dispute shall be submitted to a public accounting firm (promptly notify and consult with the "Expert") mutually agreed upon by Buyer other parties concerning the resolution of such dispute, and SUT. Buyer and Sellers shall instruct keep the Expert to make a determination regarding the item or items in dispute within 20 days of receipt other parties apprised of the disputestatus of such dispute and the resolution thereof. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination For purposes of the Expert preparation of Form 8594, each party's name, address and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithtaxpayer identification number is set forth on Schedule 2.5 attached hereto.

Allocation of Purchase Price. (a) The sum parties shall allocate the aggregate consideration (including the assumption of (iAssumed Liabilities) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated received by Seller with respect to the Superior Israel SharesTransferred Assets, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986Tax Code, as amended (mutually agreed to by the "Code") parties pursuant to the procedure described below. Subject to the requirements of any applicable Tax law or election, all such mutually agreed-to allocations shall be used by each party in preparing any filings required pursuant to Section 1060 of the Tax Code or any Applicable Law and for all relevant Income Tax Returns. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding with respect to Income Taxes that is inconsistent with such mutually agreed-to allocations without the prior written consent of the other Tax purposesparty, in the consenting party's sole discretion. The parties shall exercise commercially reasonable efforts to support such mutually agreed-to reported allocations in any audit proceedings initiated by any taxing authority; provided, however, that neither Seller nor Buyer shall have any obligation to the Superior Israel Shares and the DNE Shares shall be as set forth pay for an appraisal or in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". any other way incur unreasonable or extraordinary out-of-pocket expenses. (b) Within 30 thirty business days following the Closing Date SUT shall provide Buyer with a proposed final determination of the Remaining Aggregate Purchase Price Working Capital Adjustment, Buyer will provide to Seller copies of IRS Form 8594 and a any required exhibits thereto with Buyer's proposed allocation of the Remaining Aggregate Purchase Price among consideration (including assumption of Assumed Liabilities) received by Seller with respect to the Purchased Transferred Assets for purposes of Section 1060 of the Code and all other Tax purposesSeller's approval, which shall not be unreasonably withheld, conditioned or delayed. Within 20 If Seller fails to respond to Buyer within 30 days of receipt of Seller receiving such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not providedIRS Form 8594, then Buyer and Sellers agree Seller shall be deemed to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of have approved Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithallocation.

Allocation of Purchase Price. The sum Seller and Buyer have prepared an initial written statement setting forth the allocation of (i) the Purchase PricePrice among the Transferred Assets based on the Reference Balance Sheet and a copy of such written statement is attached hereto as Exhibit A. Prior to the Closing, (ii) the value Seller and Buyer shall agree upon a final allocation of the Warrant and (iii) the amount of the Assumed Liabilities Purchase Price (the "Aggregate Purchase Price") shall be allocated to “Allocation”). For federal income tax purposes (including, without limitation, the Superior Israel Shares, to Buyer’s and the DNE Shares and to Seller’s compliance with the Purchased Assets for purposes reporting requirements of Section 1060 of the Code), each of the Seller and the Buyer hereby agree to use the Allocation and to cooperate in good faith with each other in connection with the preparation and filing of any information required to be furnished to the Internal Revenue Service under Section 1060 of the Code of 1986(including, as amended (the "Code"without limitation, Section 1060(b) and for all other Tax purposes(e) of the Code) and any applicable regulations thereunder. The Without limiting the generality of the preceding sentence, the Buyer and the Seller agree to (i) report such allocations to the Superior Israel Shares Internal Revenue Service on Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594 and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes provisions of Section 1060 of the Code and all the applicable regulations thereunder, and (ii) coordinate their respective preparation and filing of each such Form 8594 and any other Tax purposesforms or information statements or schedules required to be filed under Section 1060 of the Code and the applicable regulations thereunder so that the Allocation and information reflected on such forms, statements and schedules shall be consistent. Within 20 days of receipt of such proposed determination and allocation Notwithstanding the foregoing provisions to this Section 1.7, the Buyer shall notify SUT whether Buyer has prepare and deliver to Seller from time to time revised statements of any objection Allocation to the proposed determination or allocation. If Buyer has no extent that any matters need updating (including, without limitation, in respect of any adjustments under Section 10.8 hereof), which such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement revised statements shall be submitted to a public accounting firm (substantially consistent with the "Expert") mutually manner of Allocation previously agreed upon by Buyer the Seller and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithBuyer.

Allocation of Purchase Price. The sum of Purchaser shall provide to Seller (i) within 90 days after the completion of the Final Purchase Price Statement, a copy of a statement allocating the Purchase Price, Price (iiand any other items required to be treated as additional Purchase Price at such time) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes and the covenant not to compete set forth in Section 9.1 (the "Initial Allocation Statement") and (ii) in the event that Purchaser pays to Seller any amount of Section 1060 Deferred Portion of the Code Purchase Price described in Section 2.2(c) or deferred fees described in Section 6.12, within 120 days before the earlier of (x) the due date (with extension) for filing any income Tax Return of Seller and all other (y) the due date (with extension) for filing any income Tax purposesReturn of Purchaser, a copy of a statement reflecting the payment of such amount (a "Revised Allocation Statement" and together with the Initial Allocation Statement, an "Allocation Statement"). Within 20 60 days after receiving any Allocation Statement, Seller shall propose to Purchaser any changes to such Allocation Statement or shall indicate its concurrence therewith. Seller's failure to propose any change or to indicate its concurrence within such 60-day period shall be deemed to be an indication of receipt of its concurrence with such proposed determination Allocation Statement. Purchaser and allocation Buyer Seller shall notify SUT whether Buyer has any objection file, and shall cause their respective Affiliates to file, all Tax Returns and statements (including IRS Form 8594), forms and schedules in connection therewith in a manner consistent with the applicable Allocation Statement and shall take no position contrary thereto unless required to do so by applicable Tax laws. Any disputes with respect to the proposed determination or allocation. If Buyer has no such objectionitems on any Allocation Statement which Purchaser and Seller, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt acting in good faith faith, are unable to resolve such disagreement. If any such disagreement is not shall by resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to by a public accounting firm (the "Expert") with nationally recognized auditing expertise mutually agreed upon by Buyer acceptable to Purchaser and SUTSeller. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt Each of the dispute. Buyer and Sellers agree to parties hereto shall be bound by any joint resolution of a disagreement described in this Section and the decision rendered by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithsuch accounting firm.

Allocation of Purchase Price. The sum Within ninety (90) days after the Closing, the Purchaser shall prepare an allocation statement setting forth the allocation of (i) the Purchase Price, Price (ii) the value of the Warrant and (iii) the amount of together with the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated and all other relevant items required pursuant to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986and any similar U.S. state, as amended (the "Code"local or non-U.S. Tax Laws) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for Tax purposes pursuant to applicable Tax Laws (as the same may be revised pursuant to this Section 1.9, the “Allocation Statement”). As soon as practicable following the date of receipt but in any event within thirty (30) days after receiving the Allocation Statement, the Seller shall notify the Purchaser in writing of any dispute with regard to the Allocation Statement (a “Disputed Item”). In the event of any such objection, the Seller and the Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller and the Purchaser are unable to resolve any dispute with respect to the Allocation Statement within thirty (30) days after the delivery of the Allocation Statement to the Seller, then this Agreement shall not provide for an allocation of the sales price. If the Purchaser and the Seller reach an agreement on allocation of the Purchase Price both the Purchaser and the Seller shall prepare, and shall file, all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable Law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith unless otherwise required by applicable law. The Purchaser and the Seller shall, and the Seller and the Purchaser shall cause each Seller Affiliate or Purchaser Affiliate, as applicable, to, cooperate in the preparation of Section 1060 Forms and file such Section 1060 Forms timely and in the manner required by applicable Law. The Parties further agree that to the extent the Parties agree on the Allocation Statement: (a) the Allocation Statement shall be used in filing all required forms under Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination Returns; and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is (b) they will not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwith the Allocation Statement upon any examination of any such Tax Return, in any refund claim or in any tax litigation; provided, that no such Person shall be required to litigate before any court any proposed deficiency or adjustment arising out of the Allocation Statement. If Buyer timely objects In the event of any adjustment to the proposed determination or allocationPurchase Price (including pursuant to Section 8.7 of this Agreement), Buyer the Allocation Statement, if any, shall be prepared and SUT delivered by the Purchaser pursuant to this Section 1.9, and the Parties agree to attempt in good faith comply with this Section 1.9 with respect to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTAllocation Statement. 6. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described [***] = Certain confidential information contained in this Section document, marked by brackets, has been omitted because it is both (i) not material and by any determination of (ii) is the Expert and to complete and attach Internal Revenue Service Form 8594 to type that the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithregistrant treats as private or confidential.

Allocation of Purchase Price. The sum of Within thirty (i30) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price Final First Adjustment Amount pursuant to Section 1.5, Buyer shall prepare and deliver to Seller Parent a proposed draft allocation of the Remaining Aggregate Purchase Price (and any other amounts treated as consideration for U.S. federal income Tax purposes) among the Purchased Transferred Equity Interests and the Transferred Assets for purposes of (the “Purchase Price Allocation”) in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder. Within 20 days If, within ten (10) Business Days of receipt receiving the Purchase Price Allocation, Seller Parent has not objected to such allocation in writing, the Purchase Price Allocation shall become final and binding on the Parties. If, within ten (10) Business Days of such proposed determination and allocation receiving the Purchase Price Allocation, Seller Parent notifies Buyer shall notify SUT whether Buyer has any in writing of its objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocationPurchase Price Allocation, Buyer and SUT agree to attempt Seller Parent shall cooperate in good faith to resolve such disagreementany disputed items. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Seller Parent cannot resolve any disputed items with respect to the Purchase Price Allocation within thirty (30) Business Days of Seller Parent’s delivery of its written objection (or such longer period as Buyer and Sellers Seller Parent may agree in writing), neither Party shall instruct have any further obligation pursuant to this Section 8.4. In the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. event Buyer and Sellers Seller Parent agree to be bound by any joint resolution of a disagreement described in this Section on the Purchase Price Allocation, Seller Parent, Buyer and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the their respective U.S. Tax returns accordingly and to file all other tax returns accordingly and Affiliates shall not to take any position inconsistent therewithwith such Purchase Price Allocation on any Tax Return or in any Tax Proceeding or otherwise, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Law).

Allocation of Purchase Price. The sum Within 90 Business Days after the final determination of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT Schedule, Buyer shall provide Buyer with a proposed determination prepare and deliver to Sellers an allocation of the Remaining Aggregate Final Adjusted Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price Assumed Liabilities among the Purchased Assets for purposes of and covenants contained in Section 5.5 in accordance with Code Section 1060 and any similar provision of state, local, or non-U.S. Legal Requirements as appropriate (the Code “Allocation”). Sellers shall have 30 days to review and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationcomment. If Sellers do not notify Buyer has no in writing of any objections within 30 days or if Sellers and Buyer resolve all such objectionobjections, or timely notice is not provided, then Buyer and Sellers agree to each party agrees that it will (a) be bound by such determination and allocation and the Allocation for the purposes of determining any Taxes, (b) report for Tax purposes the transactions consummated pursuant to complete and attach this Agreement in a manner consistent with the Allocation (including without limitation the filing of Internal Revenue Service Form 8594 8594), and (c) not take a position for Tax purposes that is inconsistent with the Allocation on any Tax Return or in any proceeding before any Governmental Authority except with the prior written consent of the other party. Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAllocation. If Buyer timely objects and Sellers are unable to resolve all such written objections within 10 Business Days after Buyers’ receipt of such objections, the Allocation shall not be binding on the parties. In the event that the Allocation has been agreed to by the parties and is disputed by any Governmental Authority in writing, the party receiving notice of such dispute will promptly notify the other party, provided that the failure of the party receiving such notice of dispute to promptly notify the other party shall not constitute a breach of this provision other than to the proposed determination or allocationextent such other party is actually prejudiced by such failure. SECTION 9 MISCELLANEOUS For purposes of this Section 9 and the defined terms used herein, Buyer “Sellers” shall mean Xxxxxx, Xxxxxx, and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionCIRCOR, the disagreement together, and each, individually, shall be submitted referred to referred to as a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith“Seller.”

Allocation of Purchase Price. The sum Parties acknowledge and agree that the purchase by the Buyer from the Sellers of the Purchased Interests for an amount equal to the Aggregate Purchase Price constitutes for federal and applicable state income tax purposes, (i) pursuant to Revenue Ruling 99-6, a purchase by the Buyer of all of the assets of the Company for an amount equal to the Aggregate Purchase Price, Price and (ii) an “applicable asset acquisition” within the value meaning of Section 1060(c) of the Warrant and Code. As soon as reasonably possible after the Closing Date (iii) but in any event within 60 days following the amount of Closing), the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated Buyer will provide to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess Sellers' Representative a proposed allocation of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of all applicable tax reporting requirements arising out of the transactions hereunder (the “Allocation”), which Allocation shall be prepared by the Buyer's independent accountant, KPMG. The Allocation shall be in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations thereunder (and any similar provision of state or local law, as appropriate) and shall not provide for an amount in excess of $137,000 in the aggregate to the Sellers as consideration of the restrictive covenants set forth in Section 7.12. Within 20 days of receipt of such proposed determination and allocation The Buyer shall notify SUT whether Buyer has any objection provide to the proposed determination or allocationSellers' Representative the opportunity to comment upon and discuss the Allocation with KPMG. If Buyer has no such objectionthe Buyer, or timely notice is not providedthe Sellers' Representative and KPMG are unable to agree on the Allocation within thirty (30) days following the delivery of the Allocation to the Sellers' Representative, then the Allocation finally approved by KPMG shall be binding on the parties. The Buyer and the Sellers agree to be bound by shall report, act and file Tax Returns (including, without limitation, IRS Form 8594) in all respects and for all purposes consistent with such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to Allocation. Neither the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to Buyer nor the Sellers shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent therewith. If Buyer timely objects with such Allocation, unless required to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon do so by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithapplicable Legal Requirements.

Allocation of Purchase Price. The sum of Buyer shall, within 120 days after the Closing Date, prepare and deliver to Sellers a schedule (ithe "ALLOCATION SCHEDULE") allocating the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities among the Acquired Assets in accordance with Treasury Regulation Section 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. ATI may propose to Buyer specific changes in the "Aggregate Purchase Price"Allocation Schedule within ten (10) shall days of the receipt thereof. If no such changes are proposed in writing to Buyer within such time, Sellers will be allocated deemed to have agreed to the Superior Israel SharesAllocation Schedule. If such changes are proposed, Buyer and ATI will negotiate in good faith and will use their best efforts to agree upon the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no and ATI cannot mutually resolve ATI's reasonable objections to the Allocation Schedule within ten (10) days after Buyer's receipt of such objectionobjections, or timely notice is not providedsuch dispute with respect to the Allocation Schedule shall be presented to the Accounting Referee, then on the next day for a decision that shall be rendered by the Accounting Referee within thirty calendar days thereafter and shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. Buyer and Sellers agree to be bound by such determination each shall report and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTproceedings). Buyer and Sellers shall instruct cooperate in the Expert filing of any forms (including Form 8594) with respect to make a determination regarding such allocation. Notwithstanding any other provisions of this Agreement, the item or items in dispute within 20 days of receipt of foregoing agreement shall survive the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithClosing Date.

Allocation of Purchase Price. The sum of (i) 3.5.1 Seller and Purchaser each represent, warrant, covenant, and agree with each other that the Purchase PricePrice shall be allocated among the classes of Purchased Assets for each Station for all purposes (including financial, accounting and Tax purposes), as agreed by the parties within ninety (ii90) days after the value Closing Date. If Seller and Purchaser are unable to agree on such allocation within ninety (90) days following execution of the Warrant this Agreement, Seller and (iii) the amount of the Assumed Liabilities Purchaser agree to retain a nationally recognized appraisal firm experienced in valuing radio broadcast properties which is mutually acceptable to Seller and Purchaser (the "Aggregate Purchase PriceAppraisal Firm") to appraise the classes of Purchased Assets of each Station. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets of each Station and to deliver a report to Seller and Purchaser as soon as reasonably practicable. The fees, costs and expenses of the Appraisal Firm, whether or not the transactions contemplated hereby are consummated, shall be paid and borne equally by Seller and Purchaser. If the agreed upon allocation of the purchase price is disputed by any Governmental Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence and resolution of such dispute. Notwithstanding the terms of this Section 3.5.1, the Purchase Price for the Owned Transmitter Site must be separately allocated on or prior to the Superior Israel SharesClosing Date. 3.5.2 Seller and Purchaser agree, pursuant to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986Code, as amended (that the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares Purchase Price shall be as set forth allocated in Schedule 3.2accordance with Section 3.5.1, and that all Tax returns and reports shall be filed consistent with such allocation. The excess Notwithstanding any other provision of this Agreement, the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price"provisions of this Section 3.5. Within 30 days following shall survive the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwithout limitation.

Allocation of Purchase Price. The sum Seller and Buyer agree that the Consideration, and any liability assumption treated as consideration for U.S. federal tax purposes shall be allocated with respect to the Target Securities in accordance with the allocation principles contained in Code Section 1060 and in Treasury Regulations Sections 1.338-4 and 1.338-5, and for the avoidance of doubt, including (i) the Purchase Priceany deemed asset sale pursuant to Section 6.24, and (ii) the value any deemed asset acquisition for U.S. federal Tax purposes occurring by reason of the Warrant and (iii) the amount purchase of the Assumed Liabilities Target Securities (when such issuer is disregarded for U.S. Tax purposes, and including for the "Aggregate Purchase Price"avoidance of doubt the direct acquisition of any interest in any entity treated as a partnership for U.S. federal Tax purposes). A draft allocation schedule (“Allocation Schedule”) shall be allocated prepared by Buyer and delivered to the Superior Israel Shares, to the DNE Shares Seller no later than one hundred and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended twenty (the "Code"120) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Date. If Seller notifies Buyer with a proposed determination in writing within sixty (60) days following receipt of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely Allocation Schedule that Seller objects to one or more items reflected in the proposed determination or allocationAllocation Schedule, Buyer and SUT agree to attempt Seller shall negotiate in good faith to resolve such disagreement. If dispute; provided, however, that if Buyer and Seller are unable to resolve any such disagreement is not resolved dispute with respect to the Allocation Schedule within 10 thirty days following SUT's receipt delivery of notice from Buyer of Buyer's objectionthe Allocation Schedule, the disagreement such dispute shall be submitted resolved by an Independent Accountant. The fees and expenses of the Independent Accountant incurred pursuant to a public accounting firm (the "Expert") mutually agreed upon this ‎Section 2.7 shall be borne equally by Buyer and SUTSeller. Seller and Buyer shall file all Tax Returns (including amended returns and Sellers shall instruct claims for refund) and information reports in a manner consistent with the Expert Allocation Schedule unless required to make a determination regarding the item or items in dispute within 20 days of receipt of the disputedo otherwise by applicable Law. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 Any adjustments to the respective U.S. Tax returns accordingly and Closing Cash Payment Amount pursuant to file all other tax returns accordingly and not to take any position inconsistent therewith‎Section 2.5 shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. The sum of (i) Buyer and the Seller agree that the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") that are liabilities for income tax purposes shall be allocated to for federal income tax purposes among the Superior Israel Shares, to Transferred Assets as shall be determined by the DNE Shares and to parties in accordance with this Agreement (the Purchased Assets for purposes of “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares Buyer shall be as set forth in Schedule 3.2. The excess deliver a draft of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within Allocation Schedule at least 30 days following prior to the Closing Date SUT for approval and consent, and the Buyer and the Seller shall provide use their commercially reasonable efforts to agree upon the Allocation Schedule prior to the Closing Date. Neither the Buyer nor the Seller shall unreasonably withhold its approval and consent with a proposed determination of respect to the Remaining Aggregate Allocation Schedule. The Buyer and the Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Base Purchase Price made pursuant to this Agreement. If the parties are unable to agree on the final Allocation Schedule within 90 days after the Closing Date, a third-party appraiser selected by the Buyer, and a proposed reasonably acceptable to the Seller, the fees of which shall be borne equally by the Buyer and the Seller, shall resolve the allocation of the Remaining Aggregate Purchase Price among consideration to any items with respect to which there is a dispute between the Purchased Assets for purposes of parties. Unless otherwise required by applicable Law, the Buyer and the Seller agree to act, and cause their respective Affiliates to act, in accordance with the computations and allocations contained in the Allocation Schedule in any relevant Tax Returns or similar filings (including any forms or reports required to be filed pursuant to Section 1060 of the Code and all other Tax purposes. Within 20 days (the “1060 Forms”)), to cooperate in the preparation of receipt of any 1060 Forms, to file such proposed determination and 1060 Forms in the manner required by applicable Law, to update such 1060 Forms in accordance with the method used in making the allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree extent necessary to be bound by such determination and allocation reflect purchase price adjustments and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwith such Allocation Schedule upon examination of any Tax Returns, in any litigation or otherwise. If Buyer timely objects to For the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt purposes of notice from Buyer of Buyer's objectionthis Section 2.10, the disagreement covenant contained in Section 5.21 shall be submitted to a public accounting firm (included in the "Expert") mutually agreed upon by Buyer and SUTTransferred Assets. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.Asset Purchase Agreement

Allocation of Purchase Price. The sum Within ninety (90) days after the Closing, the Purchaser shall deliver to the Seller an allocation statement setting forth the Purchaser’s allocation of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated Price for Tax purposes pursuant to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986and any other applicable Tax Laws (as the same may be revised pursuant to the following sentence, as amended (the "Code") and for all other Tax purposes“Allocation Statement”). The allocations to Purchaser will consult with the Superior Israel Shares Seller regarding the Allocation Statement and consider in good faith any reasonable comments that the Seller may provide. The Purchaser and the DNE Shares Seller shall, and the Seller shall cause each Seller Affiliate to, file all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of Law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith. The Purchaser and the Seller shall, and the Seller shall cause each Seller Affiliate to, cooperate in the preparation of Section 1060 Forms and file such Section 1060 Forms timely and in the manner required by applicable Law. The parties hereto further agree that: (a) the agreed upon allocation of Purchase Price shall be as set forth used in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of filing all required forms under Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination Returns; and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is (b) they will not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithwith such allocation upon any examination of any such Tax Return, in any refund claim or in any tax litigation. If Buyer timely objects In the event of any adjustment to the proposed determination or allocationPurchase Price (including pursuant to Article 8 of this Agreement), Buyer a supplemental Allocation Statement shall be prepared and SUT delivered by the Purchaser pursuant to this Section 1.10, and the parties agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in comply with this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 1.10 with respect to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithsupplemental Allocation Statement.

Allocation of Purchase Price. The sum Cash Purchase Price and those Assumed Liabilities, costs and other items included in “consideration” for purposes of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities Code section 1060 (the "Aggregate Purchase Price"“Section 1060 Consideration”) shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of in compliance with Code section 1060 and the Treasury Regulations thereunder, in accordance with this Section 1060 1.8 (such allocation, the “Allocation”). As soon as reasonably practicable (and in any event within one hundred twenty (120) days) after the Closing Date, Purchaser shall prepare and deliver to Seller a proposed Allocation (the “Draft Allocation”). During the thirty (30) day period following such delivery, Seller may, but shall not be obligated to, dispute any of the Code items in the Draft Allocation by delivery of a written notice to Purchaser that provides reasonable detail concerning each item in the Draft Allocation that Seller disputes and all other Tax purposes. Within 20 days of receipt the basis of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationdispute. If Buyer has no Seller does not deliver such objectiona dispute notice to Purchaser within such thirty (30) day period, or timely the Draft Allocation shall conclusively be deemed the “Final Allocation”, which shall be final and binding upon the Parties. If Seller delivers such a dispute notice is not providedwithin such thirty (30) day period, then Buyer for a period of thirty (30) days after the date of such dispute notice, Purchaser and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller shall negotiate in good faith to resolve such disagreementthe disputed items. If any Purchaser and Seller resolve all of the disputed items during such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionthirty (30) day period, the disagreement Draft Allocation shall be submitted revised to a public accounting firm reflect such resolution, and as so revised shall be the Final Allocation and shall be final and binding upon the Parties. [***] Within fifteen (15) days after the "Expert") mutually agreed upon by Buyer Final Allocation has been determined in accordance with this Section 1.8, Purchaser shall cause to be prepared and SUTdelivered to Seller IRS Forms 8594 and any required exhibits thereto, and any similar forms required under applicable state, local or foreign Tax Law, which shall conform to the Final Allocation. Buyer Purchaser and Sellers Seller shall instruct each timely file the Expert to make a determination regarding applicable Form 8594 with the item or items IRS in dispute within 20 days accordance with the requirements of receipt Code Section 1060 and the Treasury Regulations thereunder, and such other forms with the applicable Governmental Authorities in accordance with the requirements of the disputeapplicable Tax Law. Buyer Upon any subsequent payments (or assumption of liabilities) that, under applicable Tax Law, result in an adjustment to the Section 1060 Consideration as previously reported on a Form 8594 filed with the IRS, Purchaser shall prepare a revised Final Allocation and Sellers agree shall deliver to be bound by Seller such revised Final Allocation, together with a supplemental Form 8594 (and any joint resolution of a disagreement supplemental forms required under any other applicable Tax Law) conforming to such revised Final Allocation. To the extent Seller has any objections to such revised Final Allocation, the Parties will use the same procedures as described above in this Section 1.8 to resolve such dispute. Upon resolution of such dispute, if any, the Final Allocation (as revised) will be final and by binding upon the Parties and the supplemental Form 8594 will be revised to reflect the resolution of any determination of such dispute. Purchaser and Seller shall each file such supplemental Form 8594 with the Expert and to complete and attach Internal Revenue Service Form 8594 in accordance with the requirements of Code section 1060 and the Treasury Regulations thereunder (and any such other supplemental forms with the applicable Governmental Authority in accordance with such other applicable Tax Law). Purchaser and Seller shall, and shall cause their respective Affiliates to, report, act and file Tax Returns consistent with the Final Allocation (as revised, if applicable) in all respects and for all purposes, and Purchaser and Seller shall not, and shall cause their respective Affiliates to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to not, take any position position, whether on audit, Tax Returns or otherwise, that is inconsistent therewithwith the Final Allocation (as revised, if applicable), unless required to do so by applicable Law.

Allocation of Purchase Price. (a) The sum of (i) Purchase Price shall be allocated among the Purchase Price, (ii) Transferred Assets in the value of manner set forth in a schedule that shall be jointly prepared by the Warrant Buyer and (iii) the amount of Seller on or prior to the Assumed Liabilities Closing Date (the "Aggregate AGREED ALLOCATION"); provided that if the Buyer and the Seller fail to agree on the allocation in such schedule on or prior to the Closing Date, the Purchase Price") Price shall be allocated first to real property and tangible personal property in accordance with the Seller's net book value of such property as of the last day of the most recent month prior to the Closing Date for which the Seller Parent has completed the closing of its consolidated balance sheet, and the balance of the Purchase Price shall be allocated to the Superior Israel Shares, to the DNE Shares intangible Transferred Assets and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended goodwill (the "CodeDEFAULT ALLOCATION") and for all other Tax purposes). The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Bills of Sale to the Buyer and the appropriate Buying Subsidiaries designated by the Buyer shall be in accordance with the Agreed Allocation or the Default Allocation, as the case may be, under this Section 3.4(a). (b) The Seller and the Buyer agree that they will adopt and utilize the amounts allocated pursuant to Section 3.4 (a) to each of the Transferred Assets and such other assets and benefits for all tax purposes, including in preparation of all income tax returns (including IRS Form 8594 and any supplements thereto), franchise tax returns, or Tax Returns with respect to Transfer Taxes filed by them and that they will not voluntarily take any tax position inconsistent therewith, or on any such income tax returns, franchise tax returns, or Tax Return with respect to Transfer Taxes or in any legal or administrative proceeding or otherwise. Each party hereto agrees to prepare and timely file all applicable Internal Revenue Service and applicable State tax forms (including IRS Form 8594 and any required supplements thereto), to cooperate with the other party in the preparation of such forms, and to furnish the other party with a copy of such forms prepared in draft, within a reasonable period before the filing due date thereof. Neither Buyer nor Seller will assert that such allocation was not separately bargained for at arm's-length and in good faith. Buyer and Seller recognize that the Purchase Price does not include Buyer's acquisition expenses and that Buyer will allocate such expenses appropriately. (c) The payment of any First Deferred Premium Payment Amount and any Second Deferred Premium Payment Amount shall be allocated for all tax purposes (including for purposes of Section 1060 of preparing and filing any supplemental or amended IRS Form 8594) in the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer manner set forth in a schedule that shall notify SUT whether Buyer has any objection to be jointly prepared by the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by the Seller within 60 days after the date such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution payment of a disagreement described in this Section First Deferred Premium Payment Amount or a Second Deferred Premium Payment Amount, as the case may be, becomes fixed and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithdeterminable.

Allocation of Purchase Price. Seller and Buyer agree to be bound by the Allocated Values set forth in Schedule 8.2(a) and Schedule 8.2(b) for purposes of this Agreement. (a) The sum of (i) the Base Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated to the Superior Israel Shares, to the DNE Shares and to among the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess 8.2(a) hereto, and the portion of the Aggregate Purchase Price over the amounts allocated to each Purchased Asset is referred to herein as the Superior Israel Shares “Allocated Value” of such Purchased Asset. (b) Schedule 8.2(b) sets forth the allocation of the Base Purchase Price and any liabilities assumed by Buyer under this Agreement that are treated as consideration for Tax purposes among the Purchased Assets in accordance with Code §1060, and the DNE Shares is regulations thereunder (the "Remaining Aggregate Purchase Price"“Tax Allocation”). Within 30 days Seller and Buyer agree that the Tax Allocation shall be prepared in a manner consistent with the Allocated Values, as set forth on Schedule 8.2(a). Seller and Xxxxx each agree to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by §1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under §1060 of the Code) as promptly as possible following the Closing Date SUT shall provide Buyer and in a manner consistent with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection Allocation as revised to take into account subsequent adjustments to the proposed determination or allocation. If Buyer has no such objectionBase Purchase Price, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 including any adjustments pursuant to the respective U.S. Tax returns accordingly Agreement to determine the Purchase Price, and to file all other tax returns accordingly and shall not to take any position inconsistent therewith. If therewith upon examination of any Tax Return, in any refund Claim, in any litigation, investigation, or otherwise, unless required to do so by any Legal Requirement after notice to and discussions with the other Party, or with such other Party’s prior consent; provided, however, that nothing contained herein shall prevent Buyer timely objects or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Tax Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Tax Allocation. (c) Notwithstanding anything to the proposed determination or allocationcontrary in this Agreement, Buyer and SUT agree if, prior to attempt Closing, either Party discovers an error in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionthe Imbalances set forth in Disclosure Schedule 5.7, then the disagreement Purchase Price shall be submitted further adjusted at Closing to a public accounting firm (the "Expert") mutually agreed upon by Buyer account for such error, and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to Disclosure Schedule 5.7 will be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 deemed amended immediately prior to the respective U.S. Tax returns accordingly and Closing to file all other tax returns accordingly and not to take any position inconsistent therewithreflect the Imbalances for which the Purchase Price is so adjusted.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated between the Shares and the Partnership Interests as set forth on Schedule 11.5 and shall be further allocated by the Parties amongst the assets of each Company in the manner required by, in the case of the purchase and sale of the Shares, Code §338 and the Treasury Regulations thereunder and, in the case of the purchase and sale of the Partnership Interests, Code §1060 and the Treasury Regulations thereunder and, in each case, consistent with Schedule 11.5 hereto (the “Allocation”). Seller shall be responsible for determining and preparing the Allocation and shall submit such Allocation to Buyer for its review and consent; provided that, if Buyer does not object within 30 days after its receipt of the Allocation from Seller, such Allocation shall be treated as the agreed final Allocation. If Buyer does object to the Superior Israel SharesAllocation by delivering written notice to Seller within such 30 days after Buyer’s receipt thereof, Seller and Buyer shall work in good faith and shall use commercially reasonable efforts to agree on a mutually acceptable Allocation; provided that, if Seller and Buyer cannot, within 30 days, agree on a mutually acceptable Allocation, all items of such Allocation on which the Parties do not mutually agree shall be submitted, within 5 days thereafter, to the DNE Shares Resolution Accountants for resolution within 10 days of submission thereto, which resolution shall be made based solely upon the submissions made by Seller and Buyer, and not upon an independent determination by the Resolution Accountants, and Seller and Buyer shall pay equal shares of the costs of the Resolution Accountants for such matter. The Parties hereby agree to adhere to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986finally determined Allocation in all reports, as amended returns and other documents filed with any Governmental Body (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach including Internal Revenue Service Form 8594 and any other filings required by Code §§ 338 or 1060 or otherwise under the Code or Treasury Regulations); provided, however, that nothing contained herein shall require any Party to the respective U.S. Tax returns accordingly and contest or to file all other tax returns accordingly and not to take litigate in any position inconsistent therewith. If Buyer timely objects to the forum any proposed determination deficiency or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound adjustment by any joint resolution of a disagreement described in this Section and by any determination of Taxing authority which challenges the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAllocation.

Allocation of Purchase Price. The sum of Within thirty (i30) days after the Purchase PriceClosing, (ii) the value Buyer shall deliver to Seller a statement of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of in accordance with Section 1060 of the Code and all other the Income Tax purposesRegulations promulgated under the Code (the “Proposed Allocation”). Within 20 Seller shall have thirty (30) days of following the receipt of such proposed determination and allocation the Proposed Allocation during which to notify Buyer shall notify SUT whether Buyer has of any objection to dispute concerning the proposed determination or allocationProposed Allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt Seller shall work in good faith to resolve any such disagreementdisputes. If Buyer and Seller are unable to resolve any such disagreement is not resolved dispute within 10 fifteen (15) days following SUT's receipt (or such longer period as Buyer and Seller shall mutually agree in writing) of notice from of such dispute, such dispute shall be resolved and determined by Xxxx & Associates LLP, which determination shall be final, conclusive and binding on Buyer and Seller (the allocation agreed to between Buyer and Seller or as determined by Xxxx & Associates LLP, (the “Final Allocation”). Seller and Buyer agree (i) to jointly complete IRS Form 8594 in the manner required by Section 1060 of Buyer's objectionthe Code, the disagreement shall be submitted to a public accounting firm (regulations thereunder and the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly Allocation, and to file all separately such IRS Form 8594 with its federal income tax return for the tax year in which the Closing occurs and (ii) that neither Seller nor Buyer will take a position on any tax return inconsistent with the Final Allocation without the written consent of the other tax returns accordingly party; provided, however, nothing contained in this Agreement shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the Final Allocation, and not neither Buyer nor Seller shall be required to take litigate before any position inconsistent therewithcourt, any proposed deficiency or adjustment by any taxing authority challenging such Final Allocation. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.4 shall survive the Closing.

Allocation of Purchase Price. The sum Each of (i) the parties agrees that the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price"plus other relevant items) shall will be allocated to the Superior Israel Shares, to the DNE Shares and to among the Purchased Assets for all purposes of (including Tax and financial accounting) as shown on an allocation schedule to be agreed by the parties not later than the date the Post-Closing Adjustment is finally determined in accordance with Section 2.07(b) and in any event consistent with the methodologies set forth in Exhibit C attached hereto (the “Allocation Schedule”) and in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (amended. Buyer shall be responsible for the "Code") preparation of the Allocation Schedule in accordance with such agreed-upon methodologies. Buyer shall deliver the proposed Allocation Schedule to Sellers, and for all other Tax purposes. The allocations Buyer shall reasonably consider any comments to the Superior Israel Shares and Allocation Schedule submitted by Sellers to the DNE Shares shall be as set forth Buyer in Schedule 3.2. The excess writing within fifteen (15) days following Sellers’ receipt of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price"Allocation Schedule from Buyer. Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination shall consult with each other and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve any disputes with respect to the Allocation Schedule during such disagreement. If any such disagreement is fifteen (15) day period and, if the parties cannot resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, agree on an Allocation Schedule as it relates to the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt application of the dispute. agreed-upon methodologies within such fifteen (15) day period, then Sellers and Buyer shall independently determine the manner in which such allocations should be made (but in all cases in good faith and Sellers agree to in accordance with the agreed-upon methodologies), and neither party shall be bound by any joint resolution of a disagreement described in this Section and by any determination the other party’s allocations. For the avoidance of the Expert doubt, the parties acknowledge and agree that the Allocation Schedule will not be construed to complete and attach Internal Revenue Service Form 8594 to affect the respective U.S. Tax returns accordingly and to file all validity or enforceability of any covenant or agreement set forth herein or in any of the other tax returns accordingly and not to take any position inconsistent therewithTransaction Documents.

Allocation of Purchase Price. (a) The sum of (i) parties shall allocate the Purchase Price, (ii) aggregate consideration received by Seller with respect to the value of Transferred Assets and the Warrant and (iii) the amount assumption of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel SharesLiabilities, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986Tax Code, as amended mutually agreed to by the parties within forty-five (the "Code"45) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT Closing. Subject to the requirements of any applicable Tax law or election, all such mutually agreed to allocations shall provide Buyer with a proposed determination be used by each party in preparing any filings required pursuant to Section 1060 of the Remaining Aggregate Purchase Price Tax Code or any similar provisions of state or local law and a all relevant Income Tax Returns. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding with respect to Income Taxes that is inconsistent with such mutually agreed to allocations without the prior written consent of the other party, in the consenting party's commercially reasonable discretion. The parties shall exercise commercially reasonable efforts to support such mutually agreed to reported allocations in any audit proceedings initiated by any taxing authority. (b) Within 15 days after agreeing to the tax allocation pursuant to Section 3.4(a), Seller will provide to Buyer copies of IRS Form 8594 and any required exhibits thereto with Seller's proposed allocation of the Remaining Aggregate Purchase Price among consideration received by Seller with respect to the Purchased Transferred Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer Buyer's approval, which shall notify SUT whether Buyer has any objection to the proposed determination or allocationnot be unreasonably withheld. If Buyer has no fails to respond to Seller within 15 days of Buyer receiving such objection, or timely notice is not providedIRS Form 8594, then Buyer and Sellers agree shall be deemed to be bound have approved Seller's allocation. Buyer agrees to provide Seller with any financial documentation concerning the Business reasonably required by such determination and allocation and Seller to complete and attach Internal Revenue Service prepare the IRS Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination 3.4(b) or otherwise in furtherance of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewiththis Section 3.4.

Allocation of Purchase Price. The sum of (ia) Within 90 calendar days after the Purchase Price, (ii) Closing Date VitalWorks shall prepare and deliver to the value of the Warrant and (iii) the amount of the Assumed Liabilities Purchaser a schedule (the "Aggregate Purchase PriceAllocation Schedule") shall be allocated to allocating the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price liabilities assumed by Purchaser pursuant to this Agreement among the Purchased Assets for purposes of in accordance with Section 1060 of the Code and all other Tax purposes. Within 20 days the regulations promulgated thereunder (or any comparable provisions of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has state or local tax law) or any objection successor provision. (b) Purchaser will have the right to make reasonable objections to the proposed determination or allocation. If Buyer has no such objectionAllocation Schedule, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation if and to complete the extent Purchaser believes in good faith that the Allocation Schedule was not prepared in accordance with Section 1060 of the Code and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly regulations promulgated thereunder, within ten (10) Business Days after its receipt thereof, in which event Purchaser and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt VitalWorks will negotiate in good faith to resolve such disagreementobjections. If any such disagreement is Purchaser and VitalWorks cannot resolved resolve Purchaser's reasonable objections to the Allocation Schedule within 10 days following SUT's ten (10) Business Days after VitalWorks' receipt of notice from Buyer of Buyer's objectionsuch objections, such dispute with respect to the disagreement Allocation Schedule shall be submitted presented on the next day to a public nationally recognized independent accounting firm (jointly chosen by the "Expert") mutually agreed upon parties, or, if they cannot agree, jointly chosen by Buyer and SUTtheir respective accounting firms. Buyer and Sellers The accounting firm, whose review shall instruct the Expert be limited to make whether a determination regarding the disputed item or items has been prepared in dispute within 20 days of receipt accordance with Section 1060 of the disputeCode and the regulations promulgated thereunder, shall render a decision within five (5) Business Days thereafter, which decision shall be final and binding upon each of the parties. Buyer The fees, costs and Sellers agree to expenses incurred in connection therewith shall be bound shared in equal amounts by Purchaser and VitalWorks. (c) Purchaser and VitalWorks each shall report all Taxes and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including, in any audits or examinations by any joint resolution of taxing authority or any other proceedings), unless, and then only to the extent, required by a disagreement described in this Section Final Determination. Purchaser and by any determination of VitalWorks shall exchange completed and executed forms with respect to the Expert and to complete and attach allocation (including Internal Revenue Service Form 8594 8594) at least 30 days prior to the respective U.S. Tax returns accordingly due date for filing such forms and shall cooperate in the filing of any forms (including Form 8594) with respect to file all such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price, pursuant to this Agreement. Notwithstanding any other tax returns accordingly and not to take any position inconsistent therewithprovisions of this Agreement, the foregoing agreement shall survive the Closing without limitation.

Allocation of Purchase Price. (a) The sum of (i) parties hereto agree to allocate the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated aggregate consideration received by Sellers with respect to the Superior Israel SharesAssets, to the DNE Shares and to the Purchased Assets for purposes of in accordance with Section 1060 of the Internal Revenue Code of 1986Code, as amended (mutually agreed to by the "Code") and for all other Tax purposes. The allocations parties pursuant to the Superior Israel Shares and procedure described below. Subject to the DNE Shares requirements of any applicable Tax law or election, all such mutually agreed-to allocations shall be as set forth used by each party in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated preparing any filings required pursuant to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code or any similar provisions of state or local law and all relevant Income Tax Returns. Neither Buyer nor Seller will take any position before any taxing authority or in any judicial proceeding with respect to Income Taxes that is inconsistent with such mutually agreed-to allocations without the prior written consent of the other Tax purposesparty, in the consenting party's sole discretion. The parties shall in good faith exercise best efforts to support such mutually agreed-to reported allocations in any audit proceedings initiated by any taxing authority; provided, however, that -------- ------- none of Sellers shall have any obligation to pay for an appraisal or in any other way incur unreasonable or extraordinary out-of-pocket expenses. (b) Within the earlier of 150 days after the Closing Date or 30 days prior to the due date of IRS Form 8594, Buyer will provide to ICF copies of IRS Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") with Buyer's proposed allocation of the consideration received by Sellers with respect to the Assets. Within 20 30 days of after the receipt of such proposed determination and allocation Asset Acquisition Statement, ICF will propose to Buyer shall notify SUT whether Buyer has any objection changes to the proposed determination or allocationsuch Asset Acquisition Statement. If ICF shall fail to propose any such changes within such 30-day period, ICF shall be deemed to have accepted the Asset Acquisition Statement. Thereafter, Buyer has no will provide to ICF from time to time revised copies of the Asset Acquisition Statement (each, a "Revised Statement") so as to report any matters on the Asset Acquisition Statement that require updating. Within 30 days after the receipt of any Revised Statement, ICF will propose to Buyer any changes to such objectionRevised Statement. If ICF shall fail to propose any such changes within such 30-day period, or timely notice is not provided, then ICF shall be deemed to have accepted the applicable Revised Statement. Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt ICF will in good faith exercise best efforts to resolve such disagreement. If any such disagreement is not resolved differences with respect to the Asset Acquisition Statement or any Revised Statement within 10 30 days following SUTafter Buyer's receipt of notice of objection or suggested changes from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithICF.

Allocation of Purchase Price. The sum of (i) Seller and Buyer agree that the Purchase Price, (ii) the value of the Warrant Price and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price"plus other relevant items) shall be allocated to the Superior Israel Shares, to the DNE Shares and to among the Purchased Assets for all purposes of Section 1060 of (including Tax and financial accounting) as shown on the Internal Revenue Code of 1986, as amended allocation schedule (the "Code") and for all other Tax purposes“Allocation Schedule”). The allocations final Allocation Schedule shall be prepared by Buyer and delivered to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 Seller within 90 days following the Closing Date SUT shall provide for its approval. If the Seller does not notify the Buyer with a proposed determination in writing of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any an objection to the proposed determination or allocationAllocation Schedule within 30 days of its delivery to the Seller, then the Allocation Schedule as prepared by the Buyer shall be deemed approved by the Seller. If the Seller notifies Buyer has no in writing within 30 days of the delivery to the Seller of the Allocation Schedule that the Seller objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, or timely notice is not provided, then the Seller and Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt shall negotiate in good faith to resolve such disagreement. If dispute; provided, however, that if the Seller and Buyer are unable to resolve any such disagreement is not resolved dispute with respect to the Allocation Schedule within 10 30 days following SUT's receipt of notice from the delivery to Buyer of Buyer's objectionthe written objections of the Seller, the disagreement such dispute shall be submitted to a public resolved by the Independent Account. The fees and expenses of such accounting firm (the "Expert") mutually agreed upon shall be borne equally by Buyer Seller and SUTBuyer. Buyer and Sellers Seller shall instruct file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the disputeAllocation Schedule. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 Any adjustments to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithPurchase Price shall be allocated in a manner consistent with the Allocation Schedule.

Allocation of Purchase Price. The sum of (i) parties agree to allocate the Purchase Price, Price (iiand any other amounts treated as consideration for U.S. federal income tax purposes) in accordance with the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of rules under Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Within 20 thirty (30) calendar days of after the Determination Date, Buyer shall deliver to Seller a draft Purchase Price Allocation. If within sixty (60) days after Seller’s receipt of the draft Purchase Price Allocation Seller has not objected in writing to such proposed determination and allocation Buyer draft Purchase Price Allocation, it shall notify SUT whether Buyer has any objection to become final. In the proposed determination or allocation. If Buyer has no event that Seller objects in writing within such objectionsixty- (60-) day period, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt parties shall negotiate in good faith to resolve such disagreementthe dispute. If any such disagreement is Any issues with respect to the Purchase Price Allocation which have not been finally resolved within 10 sixty (60) days following SUT's receipt of notice from Buyer of Buyer's objectionthe Determination Date shall be referred to the Accounting Firm, whose determination shall be final and binding upon the parties. To the extent the Purchase Price is adjusted pursuant to Section 2.10, the disagreement parties shall be submitted amend the Purchase Price Allocation to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTreflect such adjustments. Buyer and Sellers Seller shall instruct file their Tax Returns (and IRS Form 8594, if applicable) on the Expert basis of such Purchase Price Allocation, as it may be amended pursuant to make this Agreement, and neither party shall thereafter take a determination regarding the item Tax Return position or items any other position for applicable Tax purposes that is inconsistent with such Purchase Price Allocation unless otherwise required pursuant to a final “determination” as defined in dispute within 20 days of receipt Section 1313 of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithCode.

Allocation of Purchase Price. The sum of SSI shall on or before sixty (i60) days after the Purchase Price, (ii) Effective Date initially determine and send to VASCO a schedule containing the value allocation of the Warrant and (iii) purchase price, as defined in the amount Code, among the Purchased Assets as is required by Section 1060 of the Assumed Liabilities Code (the "Aggregate Purchase PriceALLOCATION SCHEDULE"), such schedule which will include the allocation set forth on Schedule 2.7 attached hereto. The Allocation Schedule will be deemed to be accepted by VASCO unless VASCO provides a written notice of disagreement to SSI within ten (10) Business Days after receipt of the Allocation Schedule. If VASCO provides such written notice, VASCO and SSI shall proceed to negotiate in good faith to agree on a mutually acceptable Allocation Schedule. If no mutually acceptable Allocation Schedule is created within ten (10) business days of SSI's receipt of the written notice of disagreement, then an independent accountant mutually satisfactory to VASCO and SSI (the "INDEPENDENT ACCOUNTANT") shall be allocated engaged to determine the Allocation Schedule taking into account the fair market value of each of the Purchased Assets. The fees for such determination shall be split evenly by VASCO and SSI. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by VASCO, or the mutually acceptable Allocation Schedule shall be binding and conclusive to all parties to the Superior Israel SharesAgreement and all parties shall file all relevant tax returns consistent with such final determination, to unless otherwise required by applicable law; provided, however, that if the DNE Shares and to Purchase Price is adjusted in accordance with Section 2.5 or 2.6, the Purchased Assets for purposes Allocation Schedule otherwise determined shall be adjusted in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith.

Allocation of Purchase Price. The sum (a) Purchaser and Sellers agree that, upon final determination of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Price shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes in accordance with Schedule 3.4(a), a copy of which Purchaser shall provide to Sellers within ten (10) days after the date of this Agreement. (b) Purchaser and Sellers shall report the transaction contemplated by this Agreement (including income tax reporting requirements imposed pursuant to Section 1060 of the Internal Revenue Code Code) in accordance with the allocation specified on Schedule 3.4(a) hereto. In the event any party hereto receives notice of 1986, as amended (the "Code") and for all other Tax purposes. The allocations a tax audit with respect to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among specified herein, such party shall immediately notify the Purchased Assets for purposes other party in writing as to the date and subject of Section 1060 such audit. (c) If any federal, state or local tax return report or filing by Purchaser or Sellers relating to the transactions contemplated hereby and filed on the basis of the Code allocation set forth on Schedule 3.4(a) hereto, is challenged by the taxing authority with which such return, report or filing was filed, the filing party shall assert and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt maintain in good faith the validity and correctness of such allocation during the audit thereof until the issuance by the taxing authority of a “30 Day Letter,” or a determination of liability equivalent thereto, to resolve such disagreementparty, whereupon such party shall, in its sole discretion, have the right to pay, compromise, settle, dispute or otherwise deal with its alleged tax liability. If such a tax return, report or filing is challenged as herein described, the party filing such return, report or filing shall timely keep the other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of the filing party. (d) If Purchaser or any such disagreement Seller (including permitted successors and assigns thereof) defaults under this Section 3.4, it shall pay as damages to Sellers (in the case of Purchaser) or Purchaser (in the case of any Seller), so long as Sellers (in the case of Purchaser) or Purchaser (in the case of any Seller) is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in default under this Section 3.4, an amount which, after reduction for all income or gain taxes, including without limitation, interest and by any determination penalties, which would be incurred (calculated at the highest marginal rate applicable in the relevant jurisdictions) as a result of the Expert and to complete and attach Internal Revenue Service Form 8594 receiving said amount, is equal to the respective U.S. Tax returns accordingly result (but not less than zero) of subtracting the amount in (ii) below from the amount in (i) below: (i) The total amount of income or gains taxes (including interest and penalties calculated at the highest marginal rate applicable in the relevant jurisdictions) to file all other tax returns accordingly jurisdictions imposing such taxes upon the non-defaulting party with respect to the transactions contemplated hereby; and (ii) The total amount of income or gains taxes which would have been incurred (including interest and not penalties calculated at the highest marginal rate applicable in the relevant jurisdictions) to take any position inconsistent therewithall jurisdictions imposing such taxes upon the non-defaulting party with respect to the transactions contemplated hereby, if such taxing jurisdictions had accepted the allocations specified in Schedule 3.4(a) hereto.

Allocation of Purchase Price. The sum Not later than ninety (90) days after the Closing Date (or such shorter period otherwise required by law), the Buyer shall prepare and deliver to the Seller an allocation of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price any other consideration paid, or treated as paid, for U.S. federal income tax purposes (including any assumed liabilities as determined for U.S. federal income tax purposes) among the Purchased Assets for purposes of prepared in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury Regulations promulgated thereunder (and any similar provision of federal, state, provincial, local or non-U.S. Law, as appropriate) (the “Allocation”). Within 20 days of receipt of such proposed determination If the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in the Allocation, the Seller and allocation the Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt negotiate in good faith to resolve such disagreement. If dispute; provided, however, that if the Seller and the Buyer are unable to resolve any such disagreement is not resolved dispute with respect to the Allocation within 10 one-hundred twenty (120) days following SUT's receipt of notice from Buyer of Buyer's objectionthe Closing, the disagreement matters in dispute (but only the matters in dispute) shall be submitted to resolved by a public nationally recognized accounting firm (the "Expert") mutually agreed upon by the Seller and the Buyer which has not performed services for either the Seller or the Buyer within the past five (5) years. Fees and expenses of such accounting firm shall be borne equally by the Seller and the Buyer. Except as otherwise agreed, (a) the Buyer and SUT. the Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the final Allocation, and (b) neither the Buyer nor the Seller shall take any Tax position inconsistent with such Allocation and Sellers neither the Buyer nor the Seller shall instruct agree to any proposed adjustment to the Expert to make a determination regarding Allocation by any Governmental Entity without giving the item other party prior written notice; provided, however, that nothing contained herein shall prevent the Buyer or items in dispute within 20 days of receipt the Seller from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the dispute. Allocation, and neither the Buyer and Sellers agree nor the Seller shall be required to be bound litigate before any court any proposed deficiency or adjustment by any joint resolution of Governmental Entity challenging such Allocation. If the Purchase Price is subsequently adjusted pursuant to this Agreement, the Allocation shall be adjusted and the Purchase Price allocated in a disagreement described manner consistent with the procedures set forth in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith2.6.

Allocation of Purchase Price. The sum On the later of (ia) the Purchase Price, one hundred twenty (ii120) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing and (b) the date on which the Final Closing Date SUT Net Working Capital is determined, Sellers shall provide Buyer with a proposed determination of (A) the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price (plus the Assumed Liabilities to the extent properly taken into account under Sections 1060 and 338 of the Code and the Regulations thereunder) among the Purchased Assets for purposes Company Shares and each of the Acquired Assets, and (B) a schedule reflecting an allocation of the Purchase Price (plus the Assumed Liabilities and other items, to the extent properly taken into account under Sections 1060 and 338 of the Code and the Regulations thereunder) allocated to the Company Shares among each of the assets of the Company. The allocation schedule shall be prepared by Sellers in accordance with Section 1060 of the Code and all other Tax purposesthe Treasury regulations thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). Within 20 If Buyer objects to any allocation reflected on such schedules, Buyer shall provide notice of such objection to Sellers within thirty (30) days of receiving such schedules, and Sellers and Buyer shall attempt in good faith to reach agreement on a revised allocation schedule within thirty (30) days of Sellers’ receipt of such proposed determination notice of objection. If Sellers and Buyer reach an agreement on a revised allocation schedule (or if Buyer shall notify SUT whether Buyer has any fails to provide a timely notice of objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not providedallocation schedules provided by Sellers), then Sellers and Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly Tax Returns in a manner consistent with the allocation schedules provided by Sellers (adjusted as necessary to reflect any revisions agreed to by Sellers and Buyer) and agree not to take any position before any Governmental Authority that is inconsistent therewithwith such allocation schedules. If Sellers and Buyer timely objects shall not have agreed to revised allocation schedules by the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days thirtieth (30th) day following SUT's Sellers’ receipt of a notice of objection from Buyer, then Sellers and Buyer of Buyer's objection, the disagreement shall be submitted have no further obligations pursuant to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section 2.10, and by any each of Sellers and Buyer shall make its own determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to allocation of the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithPurchase Price.

Allocation of Purchase Price. The sum Within sixty (60) days following the Closing Date, Buyer shall deliver to Seller a schedule (the “Allocation Schedule”) with an allocation of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of together with any other consideration paid to Seller including the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Sharesextent properly included in accordance with Section 1060 of the Code) and capitalized costs (collectively, to the DNE Shares and to “Allocation Amount”) among the Purchased Assets (the “Allocation”) and present it to Seller for review. Seller shall have ten (10) days after receipt of the Allocation to agree or disagree with Buyer’s Allocation. If Seller does not object within the ten (10) day period to the Allocation then the Allocation will be deemed accepted by Seller. In the event Seller objects to the Allocation, Buyer and Seller shall endeavor in good faith to agree upon an allocation of the Allocation Amount for all tax purposes in a manner consistent with the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers Seller agree to be bound by such determination and allocation and to complete and attach file Internal Revenue Service Form 8594 to the respective 8594, and all U.S. federal, state and local, and non-U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to Returns, in accordance with the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUTAllocation Schedule. Buyer and Sellers shall instruct Seller each agrees to provide the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by other promptly with any joint resolution of a disagreement described in this Section and by any determination of the Expert and other information required to complete and attach Internal Revenue Service Form 8594 8594. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to prepare such allocation. Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent therewithwith the Allocation unless, and then only to the extent, required by a final “determination” as defined in Section 1313(a) of the Code. The Allocation Schedule shall be adjusted from time to time following the initial Allocation to take into account the Final Tangible Fixed Asset Adjustment, the Earn-Out Payment and any payments made under Article VIII. Any such adjustments shall be consistent with the methodology of the initial Allocation.

Allocation of Purchase Price. The sum of (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") Sellers shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and prepare a proposed allocation of the Remaining Aggregate Purchase Price (and liabilities treated as assumed for Tax purposes and other capitalized costs) among the Purchased Assets for purposes of in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate). The Sellers shall deliver such proposed allocation to the Purchaser not later than 30 days following the final resolution of the Code Closing Working Capital pursuant to Section 2.6. If the Purchaser and all other Tax purposes. Within 20 days of receipt of the Sellers agree upon such proposed determination and allocation, then such proposed allocation Buyer shall notify SUT whether Buyer has become the final allocation (the “Final Allocation”). If the Purchaser raises any objection to objections in respect of the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer the Purchaser and the Sellers agree to be bound by shall negotiate in good faith until they will have resolved all such determination objections and the so negotiated allocation shall become the Final Allocation. The Sellers and to complete the Purchaser and attach their Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594 8594) in all respects and for all Tax purposes consistent with such Final Allocation. The Purchaser shall timely and properly prepared, execute, file and deliver all such documents, forms and other information as the Sellers may reasonably request to prepare such Final Allocation. None of the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to Sellers or the Purchaser (nor their Affiliates) shall take any Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent therewithwith such Final Allocation unless required to do so by applicable Law. If Buyer timely objects to If, after the proposed determination or allocationallocation becomes the Final Allocation, Buyer and SUT agree to attempt any event occurs that will result in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt an adjustment of the dispute. Buyer Purchase Price (including pursuant to Section 2.6), then the Purchaser and the Sellers agree to be bound by any joint resolution of a disagreement described in this Section (and by any determination of their respective Affiliates) shall amend the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithFinal Allocation accordingly.

Allocation of Purchase Price. The sum of (i) Commencing upon the Purchase PriceClosing, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities Seller's representatives will prepare a statement (the "Aggregate Purchase PriceClosing Statement") shall be allocated which sets forth the book value, as of the Closing Date, of the Assets and the Assumed Liabilities, based on a physical inventory and computed on a basis consistent with the past practices of Seller. The parties acknowledge that Buyer has had the opportunity to review Seller's schedule of property, plant and equipment (including leasehold improvements) and the Superior Israel Sharesamounts and rates of depreciation and amortization in respect thereof, and Seller agrees to use such values in preparing the DNE Shares Closing Statement. Buyer will, not later than 90 days after the Closing Date, prepare and deliver to Seller a schedule (the Purchased Assets "Allocation Schedule") allocating for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to ), the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price Assumed Liabilities among the Purchased Assets for purposes in accordance with Treas. Reg. 1.1060-1T (or any comparable provisions of Section 1060 of state or local tax law) or any successor provision. Seller will have the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection right to raise reasonable objections to the proposed determination or allocation. If Allocation Schedule within 30 days after its receipt thereof, in which event Seller and Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt will negotiate in good faith to resolve such disagreementobjections. If any such disagreement is the parties have not resolved such objections within 10 30 days following SUT's receipt after the initiation of notice from Buyer of Buyer's objectionsuch attempts, the disagreement shall such objections will be submitted resolved by an arbitration to a public accounting firm (the "Expert") mutually agreed upon be conducted by Deloitte & Touche LLP, whose fees and expenses will be borne equally by Buyer and SUTSeller. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to Seller will be bound by any joint resolution of a disagreement described in this Section and by any the determination of the Expert arbitrator rendered in such arbitration. Except to the extent otherwise required by applicable laws, Buyer and Seller will make all tax returns in a manner consistent with the Allocation Schedule (or, to complete the extent any objection shall have been made to the Allocation Schedule, in a manner consistent with the resolution of such objection by the parties or, if applicable, the arbitrator acting with respect to such resolution) and attach will not make any inconsistent statement or adjustment on any returns or during the course of any Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all or other tax returns accordingly and not to take any position inconsistent therewithaudit.

Allocation of Purchase Price. The sum (a) Within forty-five (45) Business Days after the Purchase Price is finally determined pursuant to Section 3.5, the Buyer will provide to the Seller copies of (i) IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 1060 of the Code, with the Buyer’s proposed allocation of the Purchase Price, (ii) the value of the Warrant as it may be adjusted, all other capitalizable costs and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 (the “Allocation Statement”). (b) The Seller will review the Allocation Statement and, to the extent the Seller in good faith disagrees with the content of the Code and all other Tax purposes. Within 20 days of Allocation Statement, the Seller will, within twenty (20) Business Days after receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection the Allocation Statement, provide written notice to the proposed determination Buyer of such disagreement or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree will be deemed to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent have indicated its concurrence therewith. If The Seller and the Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to will attempt in good faith to resolve any such disagreement. If the Seller and the Buyer are unable to reach a good faith agreement as to the content of the Allocation Statement within twenty (20) Business Days after delivery to the Seller of the Allocation Statement pursuant to Section 3.6(a), the Seller and the Buyer will each use its own allocation statement consistent with its own allocation of the Purchase Price. (c) If the Buyer and the Seller agree on the Allocation Statement or any modification thereof, the Buyer and the Seller will report the allocation of the total consideration among the Purchased Assets in a manner consistent with such Allocation Statement or modification and will act in accordance with such Allocation Statement in the preparation and timely filing of all income Tax Returns (including filing Form 8594 with their respective federal income tax returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, the IRS or any applicable state or local taxing authority). Each of the Buyer and the Seller agrees to promptly provide the other Party with any additional information and assistance reasonably required to complete Form 8594 or compute income Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. (d) The Buyer and the Seller will promptly inform one another in writing of any challenge by any taxing authority to any allocation made pursuant to this Section 3.6 and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithchallenge.

Allocation of Purchase Price. The sum (a) Subject to the allocation set forth in Section 2.4(b), within 15 days after the determination of Final Consideration pursuant to Section 2.5, Buyer shall send to Parent a draft of Internal Revenue Service Form 8883 (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") which allocation shall be allocated to in accordance with the Superior Israel Shares, to the DNE Shares methodologies set forth in Schedule 9.10(a) and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986Code) containing Buyer’s proposed allocation, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over purchase price and other items required under the Code among the assets of the Acquired Subsidiaries, including an attachment thereto allocating the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price"by “class”. Within thirty (30) days after receipt of such Form 8883, Parent will notify Buyer whether it disagrees with such proposed allocation and, in the event of such disagreement, the parties will make a good faith attempt to reach such agreement. In the event Parent does not raise any objection to such allocation, both Buyer and Parent shall prepare all Tax Returns in a manner consistent with such allocation. If Buyer and Parent are unable to resolve any dispute with respect to such allocation within 30 days following the Closing Date SUT date Parent notifies the Buyer of such dispute, such dispute shall provide Buyer with a proposed determination be resolved by the Valuation Firm, and the fees and expenses of the Remaining Aggregate Purchase Price Valuation Firm shall be borne by Buyer and a proposed allocation of Parent using the Remaining Aggregate Purchase Price among same methodology used in Section 2.5. The Parties shall cooperate in preparing, executing, and filing with each Taxing Authority all required information returns, including filing with the Purchased Assets for purposes of Internal Revenue Service all necessary information returns required by Section 1060 of the Code and all other Tax purposesCode. Within 20 days of receipt of such proposed determination and allocation Buyer The parties hereto shall notify SUT whether Buyer has any objection make appropriate adjustments to the proposed determination or allocation (as finally determined under this Section) to reflect adjustments to the purchase price made after the Closing in accordance with this Agreement. (b) For all Tax reporting purposes, the parties shall report the Transactions consistent with the allocation. If Buyer has no such objection, or timely notice is not providedas finally determined under this Section 9.10, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position on any Tax Return or during the course of any audit or other proceeding inconsistent therewith. If Buyer timely objects to the proposed determination with such treatment or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon allocation unless required by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt (as such term is defined under Section 1313 of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithCode).

Allocation of Purchase Price. The sum Buyer and Sellers shall use reasonable efforts to agree in writing before the Closing as to the allocation of (i) the Purchase Price, (ii) Price among the value of Assets under the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of methodology required by Section 1060 of the Internal Revenue Code of 1986, as amended (the "“Code") ”). Buyer and for all other Tax purposes. The allocations to Sellers acknowledge and agree that no portion of the Superior Israel Shares and Purchase Price or net proceeds received by Sellers from the DNE Shares sale of the Assets hereunder shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares Leasehold Interests. If Buyer and Sellers cannot agree before the DNE Shares is Closing as to such allocation, then no such agreement shall be required, but each party shall notify the "Remaining Aggregate Purchase Price". Within 30 other party within 90 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation which it will report on IRS Form 8594. Each party shall file with its federal income tax return for the tax year in which the Closing occurs IRS Form 8594 containing, if applicable, the information agreed to by the parties before the Closing, or, absent such agreement, the allocation of which such party provided notice to the other party. If the parties agreed in writing before the Closing as to the allocation of the Remaining Aggregate Purchase Price, then they shall use reasonable efforts to agree in writing as to any adjustment to such allocation which is required by reason of a Purchase Price among Adjustment. If the Purchased Assets for purposes of Section 1060 parties did not agree before the Closing as to the allocation of the Code and all other Tax purposes. Within 20 days Purchase Price, or agreed to such initial allocation but fail to agree on the adjustment which is required by reason of receipt of such proposed determination and allocation Buyer a Purchase Price Adjustment, then each party shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved party within 10 90 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt Purchase Price Adjustment of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Purchase Price allocation which it will report on IRS Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith8594, after taking such adjustment into account.

Allocation of Purchase Price. The sum (a) Within ninety (90) days following the determination of the Final Purchase Price pursuant to Section 1.5, Buyer shall prepare and deliver to Sellers a draft allocation of the purchase price (as determined for applicable Tax purposes) (the “Purchase Price Allocation”) in accordance with (i) Sections 338, 755 and 1060 of the Purchase PriceCode, as applicable, and the Treasury Regulations thereunder and (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as methodology set forth in Schedule 3.2. The excess Section 5.3 of the Aggregate Seller Disclosure Letter (such methodology, the “Allocation Methodology”). Sellers shall review the Purchase Price over the amounts allocated to the Superior Israel Shares Allocation and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer any comments with a proposed determination respect thereto, together with reasonable particulars of the Remaining Aggregate Purchase Price basis of such comments and a proposed allocation of in accordance with the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days Allocation Methodology, within fifteen (15) Business Days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocationPurchase Price Allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt shall negotiate in good faith to resolve such disagreementany disputed items. If Buyer and Seller are unable to agree on the Purchase Price Allocation within sixty (60) days after Xxxxx provides the draft Purchase Price Allocation, the parties shall request the Accounting Firm to decide any disputed items within thirty (30) days, provided that the Accounting Firm shall resolve any dispute in a manner consistent with Sections 338, 755 and 1060 of the Code, as applicable, and the Treasury Regulations thereunder and in accordance with the Allocation Methodology. The costs of the Accounting Firm shall be borne equally by Sellers and Buyer. The Purchase Price Allocation, as agreed to by the parties, or, if no such disagreement agreement is not resolved within 10 days following SUT's reached, as determined by the Accounting Firm, shall be non-appealable and final and binding on the parties, subject to adjustment as provided in Section 5.3(b). (b) Each of Sellers, Buyer and their respective Controlled Affiliates shall file all Tax Returns and otherwise act for all Tax purposes in a manner consistent with the Purchase Price Allocation, as finally determined pursuant to the procedures set forth in this Section 5.3, unless otherwise required by a change in Law occurring after the date that the Purchase Price Allocation becomes final and binding, a closing agreement with an applicable Governmental Authority or a final judgment of a court of competent jurisdiction. Any subsequent adjustments to the Final Purchase Price or any amounts that are treated as additional purchase price for U.S. federal (and applicable state and local) Income Tax purposes shall be incorporated into the Purchase Price Allocation in a manner consistent with the Purchase Price Allocation, Sections 338, 755 and 1060 of the Code, as applicable, and the Treasury Regulations thereunder and the Allocation Methodology, as jointly determined by Buyer and Sellers, acting reasonably and in good faith. Each of Sellers and Buyer shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit, proceeding or assessment challenging the Purchase Price Allocation. Nothing in this Agreement shall prevent a party from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed settling any proposed deficiency or adjustment by any Governmental Authority based upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt arising out of the dispute. Buyer Purchase Price Allocation, and Sellers agree neither party will be required to be bound litigate before any court or pursue any administrative appeal concerning any proposed deficiency or adjustment by any joint resolution of a disagreement described in this Section and by any determination of Governmental Authority challenging the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithPurchase Price Allocation.

Allocation of Purchase Price. The sum of (i) As soon as practicable following the Purchase PriceClosing, (ii) Buyer shall determine in good faith the value allocation of the Warrant Final Purchase Price and (iii) the amount of the Assumed Liabilities among the Assets based upon good faith estimates of fair market values, and shall present such determination to Seller for its review and approval, which shall not be unreasonably withheld. In the event that Buyer and Seller fail to agree on the allocation of the Final Purchase Price and the Assumed Liabilities within sixty (60) days of the Closing, all allocation matters in dispute shall be referred for final determination to an independent accounting firm of national standing (the "Aggregate Purchase Price"“Allocation Arbiter”) selected by Seller, and reasonably acceptable to Buyer, the expense of which shall be allocated borne equally by Seller and Buyer. Promptly, but no later than thirty (30) days after its acceptance of appointment, the Allocation Arbiter shall determine (based solely on presentations by Seller and Buyer and not by independent review) only those matters in dispute and will render a written report as to the Superior Israel Shares, to disputed matters and the DNE Shares and to the Purchased Assets for purposes of Section 1060 resulting allocation of the Internal Revenue Code of 1986Final Purchase Price and Assumed Liabilities, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares which report shall be as set forth conclusive and binding upon the parties. Neither Buyer nor Seller, nor any of their respective Affiliates, unless required to do so by applicable law, shall take any position (whether in Schedule 3.2. The excess of financial statements, audits, tax returns or otherwise) which is inconsistent with the Aggregate Purchase Price over final allocation determined by Buyer and Seller or, if applicable, the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithAllocation Arbiter.

Allocation of Purchase Price. The sum of (a) Within thirty (30) days after the date hereof, Seller shall provide to Purchaser: (i) the Purchase Price, (ii) the value of the Warrant and (iii) the amount of the Assumed Liabilities (the "Aggregate Purchase Price") shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code") and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of required by Section 1060 of the Code and all other Tax purposesthe Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate), a proposed allocation of the LLC Interest Consideration among the assets of NextRx LLC (the “Initial 1060 Allocations”); (ii) as required by Section 338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate), a proposed allocation of the NextRx Consideration and the liabilities of NextRx among the assets of NextRx; and (iii) as required by Section 338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate), a proposed allocation of the NextRx Services Consideration and the liabilities of NextRx Services among the assets of NextRx Services ((ii) and (iii) collectively, the “Initial 338 Valuations and Allocations”). Within 20 If Purchaser does not object to the Initial 1060 Allocations and Initial 338 Valuations and Allocations within thirty (30) days of receipt receipt, such valuations and allocations shall be deemed to have been accepted and agreed upon, and subject to Section 5.17(b) below, final and conclusive, for all purposes of this Agreement. If Purchaser objects to the Initial 1060 Allocations or Initial 338 Valuations and Allocations, it shall notify Seller of such proposed determination disputed item (or items) and allocation Buyer the basis for its objection, and Purchaser and Seller shall notify SUT whether Buyer has resolve any objection such dispute prior to the proposed determination Closing Date (whether pursuant to this sentence or allocation. If Buyer has no the immediately preceding sentence, such objectionagreed upon Initial 1060 Allocations, or timely notice is not providedthe “1060 Allocations” and such agreed upon Initial 338 Valuations and Allocations, then Buyer the “338 Valuations and Sellers Allocations”). (b) Within 30 days of the Post-Closing Adjustment, Seller and Purchaser agree to adjust the 1060 Allocations and 338 Valuations and Allocations solely to reflect (i) any differences between the Class I assets, Class II assets, Class III assets, Class IV assets and Class V assets, each as defined in Treasury Regulation Section 1.338-6, shown on the Balance Sheet as at the Balance Sheet Date and the Closing Balance Sheet and (ii) any purchase price adjustment under Section 2.5 (which adjustment shall be bound allocated to the Target Company to which such adjustment relates, and shall be further allocated to the assets to which such adjustment relates) (such adjusted 1060 Allocations, the “Final 1060 Allocations” and such adjusted 338 Valuations and Allocations, the “Final 338 Valuations and Allocations”). The Final 1060 Allocations and Final 338 Valuations and Allocations determined pursuant to this Section 5.17(b) (as adjusted by such determination the Parties in accordance with Treasury Regulations Sections 1.338-4 or 1.338-5, as applicable, to account for their respective costs) shall be used for purposes of all relevant Tax Returns, reports and allocation and to complete and attach Internal Revenue Service filings (including the preparation of IRS Form 8594 and IRS Forms 8883 as such forms relate to the respective U.S. Tax returns accordingly transactions contemplated by this Agreement), and to file all other tax returns accordingly and not to neither Seller nor Purchaser shall take any position that is inconsistent therewith. If Buyer timely objects therewith unless required pursuant to a final determination of a court of competent jurisdiction. (c) Notwithstanding anything herein to the proposed determination or allocationcontrary, Buyer Purchaser and SUT Seller acknowledge and agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt that for purpose of notice from Buyer of Buyer's objectionthe purchase price allocations prepared under this Section 5.17, (i) the Balance Sheet as at the Balance Sheet Date shall be used as a starting point and (ii) the amount paid (including the LLC Interest Consideration, the disagreement NextRx Consideration, and the NextRx Services Consideration) for the NextRx LLC Interests, NextRx Shares and NextRx Services Shares, respectively, as adjusted, together with the liabilities assumed by Purchaser in each case shall be submitted to a public accounting firm (separately allocated among the "Expert") mutually agreed upon by Buyer assets of NextRx LLC, NextRx, and SUT. Buyer and Sellers shall instruct NextRx Services, respectively , based on the Expert to make a determination regarding the item or items following methodology, all in dispute within 20 days of receipt accordance with Section 338 of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Code or Section and by any determination 1060 of the Expert Code, as applicable, and to complete the Treasury Regulations promulgated thereunder or other applicable law: (A) the Class I assets, Class II assets, Class III assets, Class IV assets and attach Internal Revenue Service Form 8594 Class V assets, each as defined in Treasury Regulation Section 1.338-6, shall be treated as having a fair market value equal to the respective net book value of such asset on the Closing Date; (B) any remaining amount after allocation to the assets in Classes I through V shall be allocated to the assets constituting Class VI or VII assets, as defined in U.S. Tax returns accordingly Treasury Regulation §1.338-6; and to file all other tax returns accordingly (C) where the net book value of an asset is used in the allocation methodology set forth above, the Parties acknowledge and not to take any position inconsistent therewithagree that such net book value is representative of the asset’s fair market value.

Allocation of Purchase Price. The sum Within the later of (ia) sixty (60) days after the Purchase Price, date hereof or (iib) forty-five (45) days following the value final determination of the Warrant and (iii) the amount Final Adjustment Amount pursuant to Section 2.3, Buyer shall deliver to Seller a draft allocation of the Assumed Liabilities Closing Purchase Price (as adjusted pursuant to Section 2.3) and all other amounts treated as consideration for U.S. federal income tax purposes among the assets of the Companies (the "Aggregate Purchase Price") “Draft Allocation”). The Draft Allocation shall be allocated to the Superior Israel Shares, to the DNE Shares and to the Purchased Assets for purposes of prepared in accordance with Section 1060 of the Internal Revenue Code of 1986Code. If Seller disagrees with the Draft Allocation, as amended Seller may, within sixty (the "Code"60) and for all other Tax purposes. The allocations to the Superior Israel Shares and the DNE Shares shall be as set forth in Schedule 3.2. The excess days after receipt of the Aggregate Purchase Price over the amounts allocated Draft Allocation, deliver a written notice to the Superior Israel Shares Buyer to such effect, specifying those items as to which Seller disagrees and the DNE Shares is the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a setting forth Seller’s proposed allocation in respect of the Remaining Aggregate Purchase Price among the Purchased Assets for purposes of Section 1060 of the Code and all other Tax purposesthose items. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree Seller shall then use their commercially reasonable efforts to be bound by reach agreement on any such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithdisputed items or amounts. If Buyer timely objects to the proposed determination or allocationIf, after using commercially reasonable efforts, Buyer and SUT agree Seller are unable to attempt in good faith reach such agreement, each of Buyer and Seller may adopt separate positions on their respective Tax Returns with respect to resolve such disagreementdisputed items or amounts. If any Assuming that Buyer and Seller reach such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objectionan agreement (the “Final Allocation”), the disagreement such Final Allocation shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer conclusive and SUTbinding on all Parties. Buyer and Sellers Seller agree that they (i) shall instruct (and shall cause their respective Affiliates to) prepare and file all Tax Returns (and IRS Forms 8594) in a manner consistent with the Expert Agreed Tax Treatment and the Final Allocation and (ii) shall not take (and shall cause their respective Affiliates not to make take) any Tax position that is inconsistent with the Agreed Tax Treatment or the Final Allocation, in each case unless otherwise required by a determination regarding “determination” within the item or items in dispute within 20 days meaning of receipt Section 1313(a) of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithCode.

Allocation of Purchase Price. The sum of (i) Companies and the Purchaser agree that the Purchase Price, Price shall be allocated to and deemed paid for the Assets as provided in this Section 7.1 (iithe "PURCHASE PRICE ALLOCATION"). The parties agree that it is their intent that the Assets (other than goodwill) be purchased for their book value and that any amount paid hereunder that is in excess of the book value of the Warrant Assets be attributable to goodwill, going concern value and (iii) similar intangible assets. Out of the amount of Closing Payment and the Assumed Liabilities (to the "Aggregate Purchase Price"extent that such Assumed Liabilities are treated as consideration for federal income tax purposes), an amount equal to the book value of the Assets (net of depreciation) shall be allocated to the Superior Israel Sharesand deemed paid for those Assets having such net book value (exclusive of goodwill, to the DNE Shares going concern value and to the Purchased Assets for purposes of Section 1060 similar intangible assets). Any remaining amount of the Internal Revenue Code Closing Payment and the Assumed Liabilities shall be allocated to and deemed paid for the goodwill, going concern value and similar intangible assets of 1986the Business. Each of the FIP, as amended (SIP, TIP and FP shall be deemed allocated to and paid for the "Code") goodwill, going concern value and for all other Tax purposessimilar intangible assets of the Business. The allocations to the Superior Israel Shares and the DNE Shares book value of any asset shall be its book value as set forth in Schedule 3.2the Special Determination after it has become final and conclusive. The excess of the Aggregate Purchase Price over the amounts allocated to the Superior Israel Shares Companies and the DNE Shares is Purchaser agree that they shall report the "Remaining Aggregate Purchase Price". Within 30 days following the Closing Date SUT shall provide Buyer with a proposed determination of the Remaining Aggregate Purchase Price and a proposed allocation of the Remaining Aggregate Purchase Price among in a manner entirely consistent with the Purchased Assets Purchase Price Allocation in all tax returns and forms (including without limitation, Forms 8594 filed with the Purchaser's and the Companies' respective federal income tax returns for purposes the taxable year that includes the Closing Date) and in the course of any tax audit, tax review or tax litigation relating thereto unless otherwise required under applicable law. The Companies and the Purchaser shall cooperate with each other to prepare the Forms 8594 in the manner required by this Section 1060 7.1. Parent, Sub, and the Purchaser shall each deliver to the other a copy of the Code and all other Tax purposes. Within 20 days of receipt of such proposed determination and allocation Buyer shall notify SUT whether Buyer has any objection to the proposed determination or allocation. If Buyer has no such objection, or timely notice is not provided, then Buyer and Sellers agree to be bound by such determination and allocation and to complete and attach Internal Revenue Service Form 8594 to the it files with its respective U.S. Tax returns accordingly and to file all other federal income tax returns accordingly and not to take any position inconsistent therewith. If Buyer timely objects to the proposed determination or allocation, Buyer and SUT agree to attempt in good faith to resolve such disagreement. If any such disagreement is not resolved within 10 days following SUT's receipt of notice from Buyer of Buyer's objection, the disagreement shall be submitted to a public accounting firm (the "Expert") mutually agreed upon by Buyer and SUT. Buyer and Sellers shall instruct the Expert to make a determination regarding the item or items in dispute within 20 days of receipt of the dispute. Buyer and Sellers agree to be bound by any joint resolution of a disagreement described in this Section and by any determination of the Expert and to complete and attach Internal Revenue Service Form 8594 to the respective U.S. Tax returns accordingly and to file all other tax returns accordingly and not to take any position inconsistent therewithreturn.