Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b). (b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 3.08(c)2.09, shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iiiii) the Estimated Closing Date Indebtedness, plus (iiiiv) the Estimated Closing Date CashCash (or, and to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (ivv) the Inventory Adjustmentany amounts in respect of Failed Site Property Values and Failed Site Operational Values, if any. The Purchase Price shall be paid as applicable, pursuant to Seller at the Initial Closing in accordance with Section 3.08(b)5.28. (b) Within forty-five As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty (45180) days after the Determination Closing Date, Seller shall prepare and deliver to Buyer Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased SubsidiariesCompanies, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets Shares and a further allocation, to the extent required by Law, of the Purchased amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposespurposes among the assets of such entities, consistent with the procedures in Section 3.08(c) 2.09 and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly make any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved changes reasonably requested by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis)Buyer. Promptly after any adjustment to the amount ofof the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their respective Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement. Notwithstanding anything herein to the contrary, each of Buyer and Seller shall notify the other Party of any such Action taken by any Governmental Authority with respect to the Allocation Statement, and neither Party shall settle or otherwise compromise such Action without the other Party’s prior written consent (not be unreasonably withheld, conditioned or delayed).

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) is equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller at shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Initial Closing in accordance with Section 3.08(b)Purchased Assets hereunder. (b) Within forty-five (45) 60 days after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final “Allocation Statement”) allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each casetransaction costs, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and taking into account Section 7.08 Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and the section 336(e) elections referred Seller are unable to in Section 7.04(d) resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement”, as may be adjusted in accordance with Section 2.06(e). If Buyer does not object , (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement within thirty in the preparation, filing and audit of any Tax Return (30including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) days after receiptand (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding on as mutually agreed by Buyer and Seller. In the Partiesevent that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth manner described in Section 3.09(c2.06(c). (f) (with such provisions applying Not later than 30 days prior to the filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets shall be $80 million (such amount less the Employee Amounts, the "Purchase Price"). The Purchaser shall deduct $250,000 from the Purchase Price in respect of the commercial activities Tax and sales and use Taxes of the State of Ohio and such amount shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis or at the request of the Seller, if permitted by applicable Law, paid over by the Purchaser to the Seller upon delivery by the Seller to the Purchaser of an official receipt, certification or other statement from the Governmental Authority that such Taxes have been paid to the Governmental Authority on a timely basis or that no such Taxes are due. (b) The sum of the Purchase Price and the Shares, subject to Assumed Liabilities and any other consideration payable by the adjustment set forth in Section 3.08(c), Purchaser hereunder shall be an amount in cash (allocated among the “Purchase Price”) equal to (i) $32,000,000, minus (ii) Purchased Assets as of the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b1060 of the Code and the Regulations thereunder (the "Allocation"). (b) . Within forty-five (45) 30 Business Days after the finalization of any Purchase Price adjustment pursuant to Section 2.07 but in any event, no later than 90 calendar days after the Determination Closing Date, the Purchaser shall provide the Seller shall prepare with a proposed Allocation for the Seller's review and deliver comment. If the Seller does not provide any comments to Buyer an allocation the Purchaser in writing within 45 Business Days following delivery by the Purchaser of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiariesproposed Allocation, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to then the Allocation Statement within thirty (30) days after receipt, proposed by the Allocation Statement Purchaser shall be deemed to be final and binding on absent manifest error. If, however the Parties. If Buyer does object Seller submits comments to the Allocation Statement Purchaser within such 45-Business Day period, then Buyer the Purchaser and the Seller shall negotiate in good faith to resolve promptly any such objectiondifferences within 30 Business Days. If Buyer the Seller and the Purchaser are unable to reach a resolution within such 30-Business Day period, then all remaining disputed items shall be submitted for resolution by an internationally recognized, independent accounting firm mutually selected by the Purchaser and the Seller do not obtain (the "Allocation Accounting Firm"), which shall make a final resolution determination as to the disputed items within thirty (30) days 30 Business Days after Buyer has so objected (or such longer period as mutually agreed between Buyer submission, and Seller), then the dispute such determination shall be resolved final, binding and conclusive on the Seller and the Purchaser absent manifest error. The fees and disbursements of the Allocation Accounting Firm shall be shared equally between the Seller and the Purchaser. Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities and any other consideration payable by the AuditorPurchaser hereunder shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, each of the Purchaser, Parent and the Seller agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of Parent, and the procedures for such resolution (including Seller, on the allocation of liability for one hand, and the Auditor’s fees and expenses) shall be consistent Purchaser, on the other hand, agrees to cooperate with the procedures set forth other in Section 3.09(cpreparing IRS Form(s) (8594, and to furnish the other with a copy of such provisions applying to this Section 3.07(bForm(s) mutatis mutandis). Promptly prepared in draft form within a reasonable period before its filing due date, but in any event no later than 120 calendar days after any adjustment to the amount ofClosing Date.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash $225,715,316 (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any). The Purchaser shall deduct from the Purchase Price (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be paid remitted by the Purchaser to Seller at the Initial Closing in accordance with Section 3.08(b)appropriate Governmental Authority on a timely basis. (b) Within forty-five (45) days 90 Business Days after the Determination DateClosing, the Purchaser shall provide the Seller shall prepare and deliver to Buyer an with a proposed allocation of the final sum of the Purchase Price (plus and the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets for their review and comment (the assets of “Allocation”); provided that the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and Allocation shall be in accordance with applicable Law and taking into account Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”)Regulations thereunder. If Buyer the Seller does not object provide any comments to the Allocation Statement Purchaser in writing within thirty (30) days after receipt30 Business Days following delivery by the Purchaser of the proposed Allocation, then the Allocation Statement proposed by the Purchaser shall be deemed to be final and binding on absent manifest error. If, however, the Parties. If Buyer does object Seller submits comments to the Allocation Statement Purchaser within such 30 Business Day period, then Buyer the Purchaser and Seller shall negotiate in good faith to resolve promptly any such objectiondifferences within 30 Business Days. If Buyer the Seller and Seller do not obtain the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final resolution determination as to the disputed items within thirty (30) days 30 Business Days after Buyer has so objected (or such longer period as mutually agreed between Buyer submission, and Seller), then the dispute such determination shall be resolved by final, binding and conclusive on the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s parties hereto. The fees and expensesdisbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, the Purchaser and the Seller agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the procedures set forth terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 3.09(c) any Tax Return, in any refund claim, in any litigation, or otherwise (and the Seller shall cause its Affiliates to comply with such provisions applying to this Section 3.07(b) mutatis mutandisthe foregoing). Promptly after any adjustment The Seller and the Purchaser agree to cooperate with the amount ofother in preparing IRS Form 8594, and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and (the Shares"PURCHASE PRICE") is $498,069.35, subject to plus the adjustment amounts as set forth in Section 3.08(cSECTION 2.6(b), to be paid through assumption of liabilities as provided in SCHEDULE 2.3 herein and subject to adjustment for authorized sales of inventory under MOU Section 4(b). (b) For a period of four years after the date of the acquisition by Buyer of the Purchased Assets, Buyer shall pay to Seller a three percent (3%) royalty fee on cash-basis gross revenues (as payments are received actually or constructively by Buyer) allocable to PGTS sales and/or sales of simulators using as a material and integral component of such simulator the acquired Perceptronics simulation technology, including but not limited to PGTS, TT150 and AGPT. The royalty rate shall be an amount in cash paid only on the portion of a contract specifically relating to the PGTS Assets and not to other contract deliverables. No royalty fee shall be paid on Egyptian Program Contracts under this provision as fees on Egyptian Program Contracts are treated under MOU Section 7(a). Notwithstanding the foregoing, any amounts paid by Buyer with respect to the Lease under SCHEDULE 2.3, item 1, shall offset Buyer's obligation to pay the first amounts of royalty fees otherwise payable under this section and the fee otherwise payable under MOU Section 7(a). (c) Buyer and Seller hereby agree to the allocation statement set forth on SCHEDULE 2.6 (the “"ALLOCATION STATEMENT"), setting forth the value of the Purchased Assets and of the covenant not to compete described herein, which shall be used for the allocation of the Purchase Price”) equal . Seller and Buyer agree to (i) $32,000,000, minus (ii) report an allocation of such Purchase Price among the Estimated Closing Date Indebtedness, plus (iii) Purchased Assets in a manner entirely consistent with the Estimated Closing Date CashAllocation Statement, and minus agree to act in accordance with such Allocation Statement in the preparation of financial statements and filing of all tax returns (ivincluding, without limitation, filing Form 8594 with their Federal income tax return for the taxable year that includes the date of the Closing) and in the Inventory Adjustmentcourse of any tax audit, if anytax review or tax litigation relating thereto. No later than 10 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. (d) The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)SECTION 2.7 and SECTION 2.8. (be) Within fortyThe Parties shall each pay for one-five half (451/2) days after the Determination Dateof all Escrow charges, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, except as provided in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (SECTION 5.5 or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofotherwise provided herein.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets Shares and the Shares, subject Purchased Assets is equal to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b)2.09 (subject to Section 2.13) and shall be subject to adjustment as provided in Section 2.11. (b) Within forty-five The Purchase Price (45together with the relevant Assumed Liabilities and other relevant amounts) days after shall be allocated to the Purchased Assets and the Purchased Shares as set forth in the statement attached hereto as Exhibit C (the “Master Allocation Statement”). Buyer and Seller shall, and shall cause their respective Affiliates to, file all Tax Returns (including amended returns and claims for refunds) and information reports relating to the Business or the transactions contemplated by Article 2 of this Agreement in a manner consistent with the Master Allocation Statement, absent a Final Determination Date, that an alternative allocation is required by Applicable Law. (c) Seller shall prepare and deliver to Buyer an allocation of Buyer, within 90 days after the final Purchase Price is finally determined pursuant to Section 2.10, a schedule (plus the “Allocation Schedule”) allocating the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account purchase price (as determined for U.S. federal income tax purposes) that is allocated to the Purchased Assets under the Master Allocation Statement among the assets in accordance with Section 1060 of the Code and other the Treasury Regulations thereunder (and any similar provision of state or local law, as appropriate). Buyer shall have the right to review the Allocation Schedule and shall notify Seller in writing of any objections within twenty (20) days after its receipt thereof (such notice of objection, the “Allocation Notice”). Seller and Buyer shall negotiate in good faith to attempt to resolve any disagreements with respect to the Allocation Schedule. In the event that Seller and Buyer are unable to agree upon the Allocation Schedule within 20 days after the date on which Buyer delivers the Allocation Notice to Seller, each party may, consistent with applicable Law (including Section 1060 the Code and the Treasury Regulations thereunder), allocate the purchase price (as determined for U.S. federal income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent in a manner it deems appropriate. (d) If an adjustment is made with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object respect to the Allocation Statement within thirty (30) days after receiptPurchase Price pursuant to Section 2.11, the Master Allocation Statement shall be final adjusted as mutually agreed by Buyer and binding on Seller. In the Parties. If Buyer does object to event that an agreement is not reached within twenty (20) days after the Allocation Statement within determination of such periodadjustment, then Buyer and Seller shall negotiate in good faith jointly retain an Accounting Referee to resolve promptly any such objectionthe disputed items. If Buyer and Seller do not obtain a final Upon resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller)of the disputed items, then the dispute allocations reflected on the Master Allocation Statement shall be resolved by the Auditoradjusted to reflect such resolution. The costs, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) expenses of the Accounting Referee shall be consistent with borne in the procedures set forth manner described in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis2.10(c). Promptly after any adjustment to the amount of.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Sharesrights, subject to benefits, liabilities and obligations under the adjustment set forth Assumed Contract and under the Intellectual Property Agreement (the "INTANGIBLE ASSETS") (the "PURCHASE PRICE") is $16,008,570 in Section 3.08(ccash and 8,200,000 shares (the "STOCK CONSIDERATION") of common stock (as adjusted for stock splits, consolidations and the like), shall be an amount in cash par value $.001 per share, of Buyer ("BUYER COMMON STOCK") for all Purchased Assets and the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if anyIntangible Assets. The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)2.06. (b) Within forty-five (45) days As soon as practicable after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final "ALLOCATION STATEMENT") allocating the Purchase Price (plus liabilities under the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseContract, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and Intangible Assets in accordance with applicable Law and taking into account Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Code; provided that Buyer and Seller shall negotiate cooperate in good faith the preparation of the Allocation Statement, Seller shall have the right to resolve promptly any such objection. If approve the Allocation Statement (which approval shall not be withheld unreasonably) and Buyer shall use commercially reasonable efforts to prepare the Allocation Statement in order to minimize Transfer Taxes. (c) Seller and Seller do not obtain a final resolution within thirty Buyer agree to (30i) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved bound by the Auditor, Allocation Statement and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expensesii) shall be consistent act in accordance with the procedures set forth in Section 3.09(cAllocation Statement for all tax and accounting purposes. (d) (with such provisions applying Not later than 30 days prior to the filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The Subject to the terms and conditions of this Agreement, the purchase price for of the Interests and the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, for the benefit of Parent and Sellers, the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount of $750,000,000 in cash (the “"Cash Purchase Price”) equal to (i) $32,000,000, minus "); and (ii) Buyer shall assume the Estimated Closing Date Indebtedness, plus (iii) Assumed Liabilities at the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if anyClosing. The Cash Purchase Price and the Assumed Liabilities are collectively referred to herein as the "Purchase Price." (b) The Cash Purchase Price shall be paid to Seller at the Initial Closing by wire transfer in accordance with Section 3.08(b)immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing. (bc) Within forty-five As soon as practicable, and in any event not later than one hundred eighty (45180) days after the Determination DateClosing, Seller Parent shall prepare provide for Buyer's review and deliver to Buyer an comments a proposed allocation of the final Purchase Price (plus Price, as adjusted for federal income Tax purposes to take into account the amount of Assumed Liabilities and Liabilities liabilities of the Purchased Transferred Subsidiaries, in each caseby country, to the extent properly taken into account for U.S. federal by Transferred Subsidiary as applicable, and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Transferred Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and by asset category in accordance with applicable Law and taking into account the principles of Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) Code (the “Allocation Statement”"Proposed Allocation"). If Buyer does not shall have the right to consent or object to the Proposed Allocation Statement within during the thirty (30) days after receipt, day period immediately following delivery of the Allocation Statement shall be final and binding on the PartiesProposed Allocation. If Buyer does object delivers a notice of objection to the Allocation Statement within such Parent during that thirty (30) day period, then Parent and Buyer and Seller shall negotiate in good faith to resolve promptly any such objectiontheir differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Seller do not obtain Buyer agree on an allocation within the thirty (30) day period following Buyer's delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final resolution and binding on Parent, on behalf of itself and Sellers, and Buyer (the "Agreed-Upon Allocation"). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days after Buyer has so objected (or such longer period as following the delivery to Parent of Buyer's notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually agreed between selected by Buyer and SellerParent (the "Allocation Accounting Firm") using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, then absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the "Final Allocation"). The fees and expenses of the Allocation Accounting Firm shall be shared equally between Parent and Buyer. The Agreed-Upon Allocation and the Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and the Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including Purchase Price adjustments, if any). Parent, on behalf of itself and Sellers, and Buyer shall acknowledge that the allocation shall be done at arm's length based upon a good faith determination of fair market values, subject to final determination by the Allocation Accounting Firm, if applicable. (d) Each of Parent, Buyer and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation or Final Allocation, as applicable, for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall be resolved by promptly notify the Auditorother party hereto, and the procedures for Buyer and Parent agree to use their best efforts to defend such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth Allocation in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofaudit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to consists of (i) $32,000,000prepayments made by Buyer or its Affiliates pursuant to the terms of agreements currently in place between Affiliates of Buyer (including, minus without limitation, GTX), on the one hand, and Seller, on the other hand, related to the Platform, including, without limitation, that certain Exclusive Marketing Agreement, dated as of July 14, 2010, by and between Seller and Gain Capital Group LLC, plus (ii) the Estimated Closing Date Indebtedness861,935 shares of Gain Stock, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustmentamounts payable, if any, pursuant to Schedule 2.04(a) hereof (collectively, the “Purchase Price”). The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b‎2.05 and Schedule 2.04(a). (ba) Within forty-five (45) days As promptly as practicable after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) Seller a statement (the “Allocation Statement”), allocating the Purchase Price among the Purchased Assets in accordance with their fair market values. If Buyer does not object to within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized expert (30the “Valuation Referee”) days after receiptto resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Valuation Referee shall be borne equally by Buyer and Seller. (b) Seller and Buyer agree to i) be bound by the Allocation Statement for all Tax purposes and ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return. (c) If any additional payments are made pursuant to Schedule 2.04(a), the Allocation Statement shall be final and binding on adjusted pro rata among the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofPurchased Assets.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to for the Purchased Assets shall be the sum of (i) $32,000,000the Adjusted Cash Amount, minus (ii) the Estimated Closing Date Indebtedness, plus Inventory Value and (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if anyAggregate Capital Expenditures Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to Seller at the Initial Closing adjustment as provided in accordance with Section 3.08(b)Sections 2.08, 2.09 and 2.10. (b) Within forty-five (45) As promptly as practicable, but not later than 60 days after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final “Allocation Statement”), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) Code (the “Allocation StatementAllocation”). If Buyer does not object to within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days Buyer and Seller shall jointly retain a nationally recognized accounting firm (30the “Accounting Referee”) days to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08 or, after receiptthe Closing, Section 2.08, Section 2.09, Section 2.10 or Section 12.02, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 30 days after the determination of the applicable adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(b). (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594. (f) No later than 20 Business Days prior to Closing, Seller shall deliver to Buyer a proposed schedule (the “Proposed Wisconsin Tax Schedule”) that, for purposes of computing the amount of “real estate transfer fees” required by the state of Wisconsin to be paid on the Partiessale of the Purchased Assets (the “Wisconsin Real Estate Transfer Fees”), sets forth either (i) the percentage of the Purchase Price that will be allocated to those Purchased Assets constituting “real property” as defined under the laws of the state of Wisconsin or (ii) a methodology for determining such percentage. Buyer and Seller shall work in good faith to reach agreement on any revisions to the Proposed Wisconsin Tax Schedule and to finalize the revised Proposed Wisconsin Tax Schedule (such final schedule, the “Wisconsin Tax Schedule”) no later than 10 Business Days prior to Closing. If Buyer does object and Seller are unable to the Allocation Statement within such periodreach an agreement 10 Business Days prior to Closing, then Buyer and Seller shall negotiate in good faith jointly retain an Accounting Referee to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent in accordance with the procedures set forth in Section 3.09(c2.11. The Accounting Referee shall make a final determination as promptly as practicable, but in no event later than 10 days before payment of the real estate transfer fees described in the Wisconsin Tax Schedule are due pursuant to Applicable Law. Upon resolution of the dispute, the percentage or methodology (as applicable) (set forth in the Wisconsin Tax Schedule shall be adjusted to reflect such resolution, and Buyer and Seller agree to be bound by such adjusted Wisconsin Tax Schedule. Adjustments to the Wisconsin Real Estate Transfer Fees shall be made in accordance with such provisions applying to this Section 3.07(b2.06(f) mutatis mutandis). Promptly after following any adjustment post-Closing adjustments to the amount ofPurchase Price pursuant to Section 2.08, Section 2.09 or Section 2.10.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Sharesrights, subject to benefits, liabilities and obligations under the adjustment set forth Assumed Contract and under the Intellectual Property Agreement (the "Intangible Assets") (the "Purchase Price") is $16,008,570 in Section 3.08(ccash and 8,200,000 shares (the "Stock Consideration") of common stock (as adjusted for stock splits, consolidations and the like), shall be an amount in cash par value $.001 per share, of Buyer ("Buyer Common Stock") for all Purchased Assets and the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if anyIntangible Assets. The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)2.06. (b) Within forty-five (45) days As soon as practicable after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final "Allocation Statement") allocating the Purchase Price (plus liabilities under the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseContract, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and Intangible Assets in accordance with applicable Law and taking into account Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Code; provided that Buyer and Seller shall negotiate cooperate in good faith the preparation of the Allocation Statement, Seller shall have the right to resolve promptly any such objection. If approve the Allocation Statement (which approval shall not be withheld unreasonably) and Buyer shall use commercially reasonable efforts to prepare the Allocation Statement in order to minimize Transfer Taxes. (c) Seller and Seller do not obtain a final resolution within thirty Buyer agree to (30i) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved bound by the Auditor, Allocation Statement and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expensesii) shall be consistent act in accordance with the procedures set forth in Section 3.09(cAllocation Statement for all tax and accounting purposes. (d) (with such provisions applying Not later than 30 days prior to the filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price Subject to adjustment pursuant to Section 2.06 and/or Article VIII, in full payment for the Purchased Assets and the SharesAssets, subject to the adjustment set forth in Section 3.08(c)Purchaser shall, or shall be an amount in cash (the “Purchase Price”) equal to cause one of its Affiliates to: (i) $32,000,000, minus pay to the Seller cash in the amount of the Closing Cash Proceeds at the Closing by wire transfer of immediately available funds; (ii) pay to the Estimated Seller the Additional Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller Payment at the Initial Closing in accordance with Section 3.08(b2.04(e); (iii) deposit cash in the amount of the Escrow Amount into the Escrow Account at the Closing pursuant to wire instructions delivered by the Escrow Agent to Purchaser; (iv) pay to the Seller the contingent earnout payment amounts set forth on Annex I hereto, upon and subject to the achievement of performance metrics in accordance with the terms and covenants, and subject to the conditions, set forth on Annex I; (v) pay to each person holding any Indebtedness of the Seller the amount, and pursuant to wire instructions, set forth in the applicable payoff letter described in Section 2.07(b)(vi); and (vi) pay to the Seller the contingent payment amounts set forth on Annex II hereto, in accordance with the terms and covenants, and subject to the conditions, set forth on Annex II. (b) Within forty-five The amounts set forth in clauses (45i), (ii), (iii), (iv), (v) days after and (vi) of Section 2.04(a) (collectively, the Determination Date“Cash Purchase Price”), together with the Assumed Liabilities, are sometimes collectively referred to herein as the “Purchase Price.” (c) Purchaser and the Seller shall prepare and deliver to Buyer an allocation of allocate the final Purchase Price Price, any Earnout Consideration (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal actually paid), any Settlement Consideration (to the extent actually paid) and all other applicable capitalized costs and other applicable income tax purposes) relevant items among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures covenants set forth in Section 3.09(c5.03 in accordance with the rules under Section 1060 of the Code and the Regulations promulgated thereunder and the principles set forth in Schedule Section 2.04(c). Purchaser shall prepare and deliver the allocation to the Seller and Purchaser shall prepare and deliver to the Seller, from time to time, revised or supplemental allocations so as to report any matters that may need updating (including Purchase Price adjustments and the payment of any Earnout Consideration and Settlement Consideration) (as may be required. Purchaser and the Seller Parties shall file all Tax Returns consistent with the allocation determined under this Section 2.04(c) and no party hereto shall take any position for Tax purposes inconsistent with such provisions applying allocation; provided, that the parties acknowledge that Purchaser and its Affiliates may use a different allocation for financial reporting purposes. (d) Purchaser (or any of its agents or Affiliates, as the case may be) shall be entitled to deduct and withhold from any payment pursuant to this Agreement such amounts as are required to be withheld under the Code or any other applicable Tax Law. To the extent amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom the withholding was made. Purchaser shall consult with the Seller in determining the amount of any withholding Taxes prior to deducting or withholding from any payment in respect of such Taxes. (e) If Purchaser elects to make payments of any portion of the Purchase Price permitted to be paid using shares of Purchaser Common Stock pursuant to Section 3.07(b2.04(a)(ii) mutatis mutandisor Section 2.04(a)(iv), provided, that the Purchaser certifies in writing on the date of issuance that: (x) the shares of Purchaser Common Stock issuable pursuant to Section 2.04(a)(iv) on such date are duly and validly authorized and issued and fully paid and nonassessable, free and clear of any Encumbrances other than transfer restrictions under applicable securities Laws and (y) the representations and warranties set forth in Section 4.06 are true and correct as of the date of such payments as if made on and as of such date. Purchaser shall provide the Seller with written notice of such election, which notice in the case of Purchaser Common Stock issued pursuant to Section 2.04(a)(iv) on such date shall contain Purchaser’s certification as detailed in the previous sentence, and Purchaser shall issue a number of shares of Purchaser Common Stock equal to such portion of the Purchase Price divided by the Purchaser Stock Price calculated as of the date of such issuance. Evidence of any such issuance of shares shall be delivered to the Seller as promptly as practical following such issuance. No fraction of a share of Purchaser Common Stock shall be issued, but in lieu thereof, the Seller shall receive from Purchaser an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction and (ii) the Purchaser Stock Price. In no event shall the aggregate number of Issued Shares exceed a number of shares equal to 19.9% of the number of shares of Purchaser Common Stock outstanding immediately prior to the Closing or at the time of any issuance of any Issued Shares (the “19.9% Threshold”). Promptly after any adjustment In the event that the number of shares of Purchaser Common Stock otherwise comprising the Issued Shares exceeds the 19.9% Threshold, the number of shares of Purchaser Common Stock issued as part of the Purchase Price will be cut back to the amount of19.9% Threshold and Purchaser will pay any such excess consideration in cash. At the time of any issuance of Issued Shares, the Seller hereby represents and warrants that the representations and warranties in Section 3.27 are, and such issuance shall be conditioned on the representations and warranties in Section 3.27 being, true and correct in all respects as of the date of such issuance. (f) Seller acknowledges and agrees that prior to the Closing, JBC’s equity interest in RTS was purchased by the Seller. Following the Closing, the Seller shall be responsible for and shall make any and all payments to JBC required pursuant to such purchase.

Purchase Price; Allocation of Purchase Price. (a) The purchase price consideration for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount $225,000,000 in cash cash, without interest (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b). (b) Within forty-five (45) days after With respect to the Determination Dateacquisition of the Purchased Assets, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal under the Code and other applicable income tax purposesthe Treasury Regulations) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(dTreasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”), and Seller shall deliver such Allocation Statementto Buyer as soon as practicable after the Closing Date. Buyer shall within 30 calendar days of receipt of the Allocation notify Seller in writing that it is in agreement with the Allocation, or alternatively of any reasonable objections that Buyer has to the Allocation. In the event that Buyer objects to Seller’s proposed Allocation and the Parties cannot, acting in good faith and using commercially reasonable efforts, subsequently agree in writing on a mutually satisfactory Allocation within 90 calendar days after the delivery of the Allocation to Buyer, either Party may deliver written notice to the other Party electing to refer the matter for determination to the Independent Accountant (the “Allocation Dispute Notice”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement The determination of such Independent Accountant shall be final and binding on the Parties hereto and the fees and expenses of the Independent Accountant for matters pursuant to this Section 2.05(b) shall be borne equally by the Parties. If Buyer does object Notwithstanding the foregoing, at or prior to the delivery of any Allocation Statement within Dispute Notice, in the event the Independent Accountant no longer remains a firm of independent certified public accountants of national standing which has not engaged in material audit services for either Party in the two calendar years preceding the date hereof (unless such periodrequirement is waived by both Parties in writing), or declines to perform the duties of Independent Accountant hereunder, then (i) the Parties shall mutually agree in writing on the appointment of an alternate firm of independent certified public accountants which shall be deemed the Independent Accountant for all purposes of this Section 2.05(b) or (ii) if the Parties cannot mutually agree on such appointment, each Party shall designate its own firm of certified public accountants (each a “Joint Independent Allocation Accountant”). The responsibilities and obligations of the Joint Independent Allocation Accountants shall be the same as those required by the initial Independent Accountant pursuant to this Section 2.05(b); provided, (i) each Party shall use commercially reasonable efforts to cause its Joint Independent Allocation Accountant to, within five Business Days following the date of the Allocation Dispute Notice, appoint a third firm of independent certified public accountants of national standing which shall determine the final Allocation and such determination shall be final and binding on the Parties hereto, (iii) the fees and expenses of the respective Joint Independent Allocation Accountant of each Party for matters pursuant to this Section 2.05(b) shall be borne by the Party that retains such accounting firm and (iv) the fees and expenses of the third accounting firm for matters pursuant to this Section 2.05(b) shall be borne equally by the Parties. Following final determination of the Allocation pursuant to the terms of this Section 2.05(b), Buyer and Seller shall negotiate (i) act in good faith accordance with the Allocation in filing of all Tax Returns (including in the filing of Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (ii) take no position and cause their Affiliates to resolve promptly any such objectiontake no position inconsistent with the Allocation for all Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. If Buyer and Seller do not obtain Not later than thirty calendar days prior to the filing of their respective Forms 8594 relating to this transaction, each Party shall deliver to the other Party a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller)copy of its Form 8594. To the extent required by Applicable Law, then the dispute Allocation shall be resolved by revised to reflect any adjustment of the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying Purchase Price pursuant to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofAgreement.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to for the Purchased Assets shall be the sum of (i) $32,000,000the Adjusted Cash Amount, minus (ii) the Estimated Closing Date Indebtedness, plus Inventory Value and (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if anyAggregate Capital Expenditures Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to Seller at the Initial Closing adjustment as provided in accordance with Section 3.08(b)Sections 2.08, 2.09 and 2.10. (b) Within forty-five (45) As promptly as practicable, but not later than 60 days after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final “Allocation Statement”), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) Code (the “Allocation StatementAllocation”). If Buyer does not object to within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within thirty 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days Buyer and Seller shall jointly retain a nationally recognized accounting firm (30the “Accounting Referee”) days to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08 or, after receiptthe Closing, Section 2.08, Section 2.09, Section 2.10 or Section 12.02, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between by Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofand

Purchase Price; Allocation of Purchase Price. (a) The Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets shall be $225,715,316 (the "Purchase Price"). The Purchaser shall deduct from the Purchase Price (including any amounts payable under Section 2.07) any amounts required to be withheld and deducted under the Shares, subject Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b)appropriate Governmental Authority on a timely basis. (b) Within forty-five (45) days 90 Business Days after the Determination DateClosing, the Purchaser shall provide the Seller shall prepare and deliver to Buyer an with a proposed allocation of the final sum of the Purchase Price (plus and the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets for their review and comment (the assets of "Allocation"); provided that the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and Allocation shall be in accordance with applicable Law and taking into account Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”)Regulations thereunder. If Buyer the Seller does not object provide any comments to the Allocation Statement Purchaser in writing within thirty (30) days after receipt30 Business Days following delivery by the Purchaser of the proposed Allocation, then the Allocation Statement proposed by the Purchaser shall be deemed to be final and binding on absent manifest error. If, however, the Parties. If Buyer does object Seller submits comments to the Allocation Statement Purchaser within such 30 Business Day period, then Buyer the Purchaser and Seller shall negotiate in good faith to resolve promptly any such objectiondifferences within 30 Business Days. If Buyer the Seller and Seller do not obtain the Purchaser are unable to reach a resolution within such 30 Business Day period, then all remaining disputed items shall be submitted for resolution to the Independent Accounting Firm, which shall make a final resolution determination as to the disputed items within thirty (30) days 30 Business Days after Buyer has so objected (or such longer period as mutually agreed between Buyer submission, and Seller), then the dispute such determination shall be resolved by final, binding and conclusive on the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s parties hereto. The fees and expensesdisbursements of the Independent Accounting Firm arising under this Section 2.03(b) shall be allocated between the Seller and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, the Purchaser and the Seller agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the procedures set forth terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in Section 3.09(c) any Tax Return, in any refund claim, in any litigation, or otherwise (and the Seller shall cause its Affiliates to comply with such provisions applying to this Section 3.07(b) mutatis mutandisthe foregoing). Promptly after any adjustment The Seller and the Purchaser agree to cooperate with the amount ofother in preparing IRS Form 8594, and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Interests and Purchased Assets and is (i) $1,500,000,000 (the Shares, subject to the adjustment set forth in Section 3.08(c“Base Amount”), shall be an amount in cash (ii) plus Closing Cash, (iii) plus the Closing Net Working Capital Adjustment Amount, (iv) minus Closing Indebtedness and (v) minus Transaction Expenses (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any). The parties agree that the Purchase Price shall be allocated among the Purchased Subsidiaries and the Purchased Assets in accordance with the methodology set forth in Exhibit B. The Estimated Purchase Price shall be paid as provided in Section 2.05 and shall be subject to Seller at the Initial Closing adjustment as provided in accordance with Section 3.08(b)2.10. (b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final The Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) under the Code), shall be allocated among the Purchased Assets and Subsidiaries (or, in the assets case of the any Purchased Subsidiaries Subsidiary that is disregarded for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(cassets of such Purchased Subsidiary) and the Purchased Assets in accordance with applicable Law (i) the methodology set forth in Exhibit B, and taking into account (ii) to the extent applicable, Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(dTreasury Regulations (and any similar provision of state, local or non-U.S. law, as appropriate) (such allocation, the “Allocation StatementAllocation”). If The Allocation shall be delivered by Seller to Buyer does not object to the Allocation Statement within thirty (30) 30 days after receiptthe final determination of the Final Purchase Price pursuant to Section 2.10 for Buyer’s approval, the Allocation Statement which approval shall not be final unreasonably withheld, conditioned or delayed. Seller and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller Xxxxx shall negotiate work in good faith to resolve promptly any disputes relating to the Allocation within 30 days. If Seller and Buyer are unable to resolve any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or dispute, such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved promptly by the AuditorAccounting Referee, and the procedures for such resolution (including the allocation costs of liability for the Auditor’s fees and expenses) which shall be consistent with borne in the procedures manner set forth in Section 3.09(c2.09. (c) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.10 or otherwise under this Agreement, such adjustment shall be allocated as agreed by Buyer and Seller, and the Allocation shall be adjusted in a manner consistent therewith. In the event that an agreement as to such adjustment is not reached within 60 days after the final determination of Closing Cash, Closing Net Working Capital, Closing Indebtedness or other item giving rise to an adjustment, Buyer and Seller shall jointly retain an Accounting Referee (as defined in Section 2.09(c)) to resolve the disputed items. Upon resolution of the disputed items, the allocations reflected in the Allocation shall be adjusted to reflect such resolution. (d) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation. Neither Buyer nor Seller shall take any Tax position inconsistent with such provisions applying Allocation and neither Buyer nor Seller shall agree to this Section 3.07(b) mutatis mutandis). Promptly after any proposed adjustment to the amount ofAllocation by any Taxing Authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets Assets, in addition to the assumption by Buyer of the Assumed Liabilities, (i) pay to the Sellers $20 million cash (the “Closing Cash Payment”), (ii) deliver to Kentucky River the Second Lien Note and (ii) deliver to the sellers a third lien secured promissory note in an amount equal to $25 million (the “Third Lien Note” and together with the Closing Cash Payment and the SharesSecond Lien Note, the “Base Purchase Price”). The Base Purchase Price shall be subject to the adjustment set forth at and after Closing in accordance with Section 3.08(c)2.08 (as adjusted, shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any). The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)2.11. (b) Within forty-five ninety (4590) days after following the Determination Closing Date, Seller Buyer shall prepare and deliver to Buyer an allocation of Sellers’ Representative a statement (the final “Allocation Statement”), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(d) U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of Closing Date (the “Allocation StatementAllocation”). If The Allocation shall be considered final and binding on the Parties unless, within 20 Business Days after the delivery of the Allocation Statement, Sellers’ Representative notifies Buyer does not object in writing that the Sellers have any good faith objection to the Allocation set forth in the Allocation Statement and the writing sets forth in reasonable detail (i) the items or amounts with which the Sellers disagree and the basis for such disagreement, and (ii) the Sellers’ proposed corrections to the Allocation Statement. If Sellers’ Representative makes such a timely objection, Buyer and Sellers’ Representative shall work in good faith to resolve such dispute within twenty (20) days from the date Sellers’ Representative delivers the objection to Buyer. In the event that Buyer and Sellers’ Representative are unable to resolve such dispute within the twenty (20) day period, the issue(s) in dispute will be submitted to the Auditor for resolution. The determination of the Auditor shall be set forth in a written notice delivered no later than thirty (30) days after receiptthe issue(s) in dispute have been submitted to the Auditor, to Buyer and Sellers’ Representative by the Allocation Statement shall Auditor and will be final final, binding and binding conclusive on the Parties. If Buyer does object to The Buyer, on the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditorone hand, and the procedures Sellers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Auditor for such resolution determination. The Buyer and the Sellers will use all commercially reasonable efforts to cause the Auditor to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Auditor for information, books, records and similar items. In the event of any adjustments to the Purchase Price, the Parties shall cooperate to adjust the Allocation in accordance with the principles of this Section 2.06(b). (c) The Sellers, Buyer and the Designated Buyers agree to (i) be bound by the Allocation (as determined pursuant to clause (b) above) for purposes of determining Taxes and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax Return (including the allocation of liability filing Form 8594 with their U.S. federal income Tax Returns for the Auditor’s fees taxable year that includes the Closing Date); provided, however, that nothing contained herein shall prevent Buyer, any Designated Buyer or the Sellers from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation, and expenses) neither Buyer nor any Designated Buyer nor the Sellers shall be consistent with the procedures set forth in Section 3.09(c) (with required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofAllocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount Shares is $260,000,000 in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any). The Purchase Price shall be paid as provided in ‎Section 2.08 (subject to Seller at ‎Section 2.07‎(b)) and shall be subject to adjustment as provided in ‎Section 2.11. (a) At the Initial Closing Closing, an amount equal to the China Consideration shall be converted to Chinese renminbi in accordance with Section 3.08(b)‎Section 13.13 and thereafter such converted amount shall be deposited with the Escrow Agent into the Escrow Account. The Escrow Account shall be held and disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) Within forty-five (45) days after The Purchase Price and the Determination Date, Seller shall prepare and deliver to Buyer an allocation fair market value of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, shall be allocated to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of Shares as set forth in the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) statement attached hereto as Exhibit B (the “Allocation Statement”). If Buyer does not object , which shall include (i) a specific allocation with respect to the Allocation Statement within thirty Purchased Assets, ClosetMaid Corporation and each Purchased Foreign Subsidiary and (30ii) an agreement as to the methodology that Buyer and Seller shall use to determine the fair market value, for Canadian Tax purposes, of the Assumed Liabilities assumed by Canadian Buyer in connection with this Agreement. (c) As promptly as practicable after the Closing, but not later than 120 days after receiptthe Closing Date, Buyer shall deliver a statement allocating the “aggregate deemed sales price” (as such term is defined in Treasury Regulations Section 1.338-4) with respect to ClosetMaid Corporation and Clarison Inc. in accordance with the Treasury Regulations promulgated under Section 338(h)(10), consistent with the allocation of Purchase Price set forth on the Allocation Statement shall be final and binding on Statement, adjusted as necessary pursuant to ‎Section 2.07(e) (the Parties“338(h)(10) Allocation Statement”). If If, within 20 days after the delivery of the 338(h)(10) Allocation Statement, Seller notifies Buyer does object in writing that Seller objects to the Allocation Statement within such periodany allocation set forth thereon, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If In the event that Buyer and Seller do not obtain a final are unable to resolve such dispute within 20 days following Seller’s notification of such objection, Buyer and Seller shall jointly retain an Accounting Referee to resolve the disputed items. Upon resolution within thirty of the disputed items, the 338(h)(10) Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne (30i) days after by Seller if the Accounting Referee determines less than 50% of the allocations in favor of Seller, (ii) by Buyer has so objected if the Accounting Referee determines less than 50% of the allocations in favor of Buyer and (or such longer period as mutually agreed iii) by Buyer and Seller equally if the Accounting Referee determines the allocations evenly between Buyer and Seller). (d) If an adjustment is made with respect to the Purchase Price pursuant to ‎Section 2.11 or otherwise, then the dispute any adjustment shall be resolved allocated to the shares of ClosetMaid Corporation, unless otherwise agreed by the AuditorBuyer and Seller, and the procedures for such resolution Allocation Statement (including and, if applicable, the allocation of liability for the Auditor’s fees and expenses338(h)(10) Allocation Statement) shall be adjusted in a manner consistent therewith. If the 338(h)(10) Allocation Statement is adjusted pursuant to this ‎Section 2.07(e), Buyer and Seller shall file an amended IRS Form 8883 as required. (e) Buyer and Seller shall, and shall cause their respective Subsidiaries to, file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the procedures set forth in Section 3.09(cAllocation Statement and the 338(h)(10) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofAllocation Statement, absent a Final Determination that an alternative allocation is required by Applicable Law.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b). (b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofof 14 the Purchase Price, including pursuant to Article VII and Article X, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 3.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Allocation Statement (as such may be adjusted); provided, however, that nothing herein shall prevent the Parties or any of their Affiliates from settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Statement.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to is $30,000,000 plus the Final Closing Adjustment (ithe “Cash Consideration”) $32,000,000, minus and 1,437,500 shares of Parent Common Stock (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any“Stock Consideration”). The Purchase Price shall be paid as provided in ‎Section 2.06 and shall be subject to Seller at the Initial Closing adjustment as provided in accordance with Section 3.08(b)‎Section 2.08. (ba) Within forty-five (45) days As promptly as practicable after the Determination DateClosing, Seller Buyer shall prepare and deliver to Buyer an allocation of Seller a statement (the final “Allocation Statement”), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets in accordance with Section 1060 of the Purchased Subsidiaries Code. If within 20 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. If within 20 days after the delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized accounting firm mutually agreeable to Buyer and Seller who is independent of Buyer and Seller and their Affiliates (any such firm, an “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (b) Seller and Buyer agree to (i) be bound for U.S. federal income tax purposes, consistent with Tax purposes by the procedures in Section 3.08(cAllocation Statement and (ii) and act in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty in the preparation, filing and audit of any Tax Return (30including filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing). (c) days after receiptIf an adjustment is made with respect to the Purchase Price pursuant to ‎Section 2.08, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate adjusted in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofaccordance with

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”"PURCHASE PRICE") equal to (i) is $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any369.5 million in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to Seller at the Initial Closing adjustment as provided in accordance with Section 3.08(b)2.09. (b) Within forty-five (45) days As soon as practicable after the Determination Datedetermination of the Final Net Worth, Seller the Buyer shall prepare and deliver to Buyer an allocation of the final Seller a statement (the "TAX ALLOCATION STATEMENT"), allocating the Purchase Price Price, as adjusted pursuant to Section 2.09 (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 1060 of the Code. If within 30 days after the delivery of the Tax Allocation Statement the Seller notifies the Buyer in writing that the Seller objects to the allocation set forth in the Tax Allocation Statement, the Buyer and the section 336(e) elections referred Seller shall use commercially reasonable efforts to in Section 7.04(d) resolve such dispute within 30 days. In the event that the Buyer and the Seller are unable to resolve such dispute within 30 days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the “Allocation Statement”)"ACCOUNTING REFEREE") to resolve the disputed items. If Buyer does not object to Upon resolution of the Allocation Statement within thirty (30) days after receiptdisputed items, the allocation reflected on the Tax Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on expenses of the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller Accounting Referee shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between be borne equally by Buyer and Seller), then the dispute shall . (c) Seller and Buyer agree to (i) be resolved bound by the Auditor, Tax Allocation Statement and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expensesii) shall be consistent act in accordance with the procedures set forth Tax Allocation Statement in Section 3.09(cthe preparation, filing and audit of any Tax return. (d) (with such provisions applying Not later than 30 days prior to the filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets Assets, the AI Interests and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash Interests (the “Purchase Price”) equal to (i) is $32,000,000185,000,000, minus (ii) less an adjustment based on the Estimated Closing Date Indebtednessworking capital of the Business, plus (iii) which shall be payable in cash as provided in Section 2.08. The Sellers and Buyer agree that the Estimated Closing Date Cash, and minus (iv) adjustment based on the Inventory Adjustment, if anyworking capital of the Business shall be $7,000,000. The Purchase Price shall be paid subject to Seller at the Initial Closing further adjustment as provided in accordance with Section 3.08(b)7.09. (b) Within forty-five Set forth on Schedule 2.07(b) is a statement (45the “Allocation Statement”) days after setting forth the Determination Date, Seller shall prepare and deliver to Buyer an allocation of principles for allocating the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets Assets, the AI Interests and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and Interests in accordance with applicable Law Section 1060 of the Code. Each Asset Seller, Share Seller and taking into account Section 7.08 Buyer agree to (i) be bound by the principles in the Allocation Statement and (ii) act in accordance with the section 336(eAllocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (c) elections referred No later than 60 days following the Closing Date, the final allocation of the Purchase Price (plus Assumed Liabilities, to the extent appropriate) shall be made in Section 7.04(d) accordance with the principles in the Allocation Statement and as mutually agreed by Buyer and ACI. If mutual agreement is not reached by such date, Buyer and ACI shall, during the 30 days thereafter, use their commercially reasonably efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the final allocation of Purchase Price. If during such period, Buyer and ACI are unable to reach such agreement, they shall promptly thereafter jointly retain a nationally recognized accounting firm (the “Allocation StatementAccounting Referee”)) and cause the Accounting Referee promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the final allocation of the Purchase Price. The Accounting Referee shall deliver to Buyer and ACI, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Buyer and all Sellers. The cost of such review and report shall be borne equally by Buyer and ACI. (d) If Buyer does not object an adjustment is made with respect to the Allocation Statement within thirty (30) days after receiptPurchase Price pursuant to Section 7.09, the Allocation Statement shall be final adjusted in accordance with Section 1060 of the Code and binding on as mutually agreed by Buyer and ACI. Buyer and each Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Parties. If Buyer does object Code and to treat the Allocation Statement within such period, then Buyer and Seller shall negotiate as adjusted in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth manner described in Section 3.09(c2.07(c). (e) (with such provisions applying Not later than 30 days prior to the filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets Assets, in addition to the assumption by Buyer of the Assumed Liabilities, (i) pay to the Sellers $20 million cash (the “Closing Cash Payment”), (ii) deliver to Kentucky River the Second Lien Note and (ii) deliver to the sellers a third lien secured promissory note in an amount equal to $27 million (the “Third Lien Note” and together with the Closing Cash Payment and the SharesSecond Lien Note, the “Base Purchase Price”). The Base Purchase Price shall be subject to the adjustment set forth at and after Closing in accordance with Section 3.08(c)2.08 (as adjusted, shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any). The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)2.11. (b) Within forty-five ninety (4590) days after following the Determination Closing Date, Seller Buyer shall prepare and deliver to Buyer an allocation of Sellers’ Representative a statement (the final “Allocation Statement”), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 1060 of the Code and the section 336(e) elections referred to in Section 7.04(d) U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of Closing Date (the “Allocation StatementAllocation”). If The Allocation shall be considered final and binding on the Parties unless, within 20 Business Days after the delivery of the Allocation Statement, Sellers’ Representative notifies Buyer does not object in writing that the Sellers have any good faith objection to the Allocation set forth in the Allocation Statement and the writing sets forth in reasonable detail (i) the items or amounts with which the Sellers disagree and the basis for such disagreement, and (ii) the Sellers’ proposed corrections to the Allocation Statement. If Sellers’ Representative makes such a timely objection, Buyer and Sellers’ Representative shall work in good faith to resolve such dispute within twenty (20) days from the date Sellers’ Representative delivers the objection to Buyer. In the event that Buyer and Sellers’ Representative are unable to resolve such dispute within the twenty (20) day period, the issue(s) in dispute will be submitted to the Auditor for resolution. The determination of the Auditor shall be set forth in a written notice delivered no later than thirty (30) days after receiptthe issue(s) in dispute have been submitted to the Auditor, to Buyer and Sellers’ Representative by the Allocation Statement shall Auditor and will be final final, binding and binding conclusive on the Parties. If Buyer does object to The Buyer, on the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditorone hand, and the procedures Sellers, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Auditor for such resolution determination. The Buyer and the Sellers will use all commercially reasonable efforts to cause the Auditor to render its decision as promptly as practicable, including by promptly complying with all reasonable requests by the Auditor for information, books, records and similar items. In the event of any adjustments to the Purchase Price, the Parties shall cooperate to adjust the Allocation in accordance with the principles of this Section 2.06(b). (c) The Sellers, Buyer and the Designated Buyers agree to (i) be bound by the Allocation (as determined pursuant to clause (b) above) for purposes of determining Taxes and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax Return (including the allocation of liability filing Form 8594 with their U.S. federal income Tax Returns for the Auditor’s fees taxable year that includes the Closing Date); provided, however, that nothing contained herein shall prevent Buyer, any Designated Buyer or the Sellers from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation, and expenses) neither Buyer nor any Designated Buyer nor the Sellers shall be consistent with the procedures set forth in Section 3.09(c) (with required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount ofAllocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing as provided in accordance with Section 3.08(b)2.07. (b) Within forty-five (45) days As soon as practicable after the Determination DateClosing, Seller the Buyer shall prepare and deliver to Buyer an allocation of the final Seller a statement (the "Allocation Statement"), allocating the Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each caseLiabilities, to the extent properly taken into account for U.S. federal and other applicable income tax purposesunder Section 1060 of the Code) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and 1060 of the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”)Code. If Buyer does not object to within ten (10) days after the delivery of the Allocation Statement the Seller notifies the Buyer in writing that the Seller objects to the allocation set forth in the Allocation Statement, the Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within thirty twenty (3020) days after receiptdays. In the event that the Buyer and the Seller are unable to resolve such dispute within twenty (20) days, the Buyer and the Seller shall jointly retain a nationally recognized accounting firm (the "Accounting Referee") to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on expenses of the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller Accounting Referee shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between be borne equally by Buyer and Seller), then the dispute shall . (c) Seller and Buyer agree to (i) be resolved bound by the AuditorAllocation Statement, (ii) act in accordance with the Allocation in the preparation, filing and the procedures for such resolution audit of any Tax return (including the allocation of liability including, without limitation, filing Form 8594 with its federal income Tax return for the Auditor’s fees and expensestaxable year that includes the date of the Closing). (d) shall be consistent with Not later than 30 days prior to the procedures set forth in Section 3.09(c) (with such provisions applying filing of their respective Forms 8594 relating to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment transaction, each party shall deliver to the amount ofother party a copy of its Form 8594.