Common use of Tax Matters Clause in Contracts

Tax Matters. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan be reasonably expected to have a Partnership Material Adverse Effect: : (Aa) Each of the Partnership and its Subsidiaries has filed when due (taking into account extensions of time for filing) all Tax Returns that are required to be filed by or with respect to Allergan the Partnership or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)Subsidiaries, and all such Tax Returns are true, correct and complete; ; (Bb) Allergan and all Taxes owed by the Partnership or any of its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested ) have been duly and timely paid in good faith through appropriate proceedings full or an adequate reserve for which adequate reserves have the payment of such Taxes has been established in accordance with GAAP on GAAP; (c) there is no Proceeding now pending against the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan Partnership or any of its Subsidiaries have in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been adequately provided for, in accordance with GAAP, in received by the financial statements Partnership or any of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; that is still pending; (Dd) during the last three years, no written claim has been made in writing by a any Tax Authority authority in a jurisdiction where any the Partnership or one of Allergan or its Subsidiaries does do not currently file a Tax Returns Return that the Partnership or such Person Subsidiary is or may be subject to taxation any Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by that jurisdiction; the Partnership; (Ee) there are is no liens outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes upon any property or assets of Allergan due from the Partnership or any of its Subsidiaries, except for Permitted Liens; ; (Ff) no Tax Authority each of the Partnership and its Subsidiaries has asserted, or threatened complied in writing all respects with all applicable Law relating to assert, a Tax liability the payment and withholding of Taxes and has duly and timely withheld and paid all Taxes required to be withheld in connection with an audit any amounts paid or owing to any employee, creditor, independent contractor or other administrative or court proceeding involving Taxes party; (g) none of Allergan or any of its Subsidiaries; and (G) neither Allergan the Partnership or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by the Partnership or any of its Subsidiaries pursuant to any such agreement or arrangement relating to or any Tax indemnification agreement; (h) none of the apportionment, sharing, assignment Partnership or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more any of its Subsidiaries or (y) customary has been a member of an affiliated group filing a consolidated federal income Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), Return or has any liability for the Taxes of any Person (other than Allergan the Partnership or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor., by contract, or otherwise; (iii) None of Allergan or any the Partnership and each of its Subsidiaries that is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated classified as a foreign corporation partnership for U.S. federal income Tax purposes.tax purposes has in effect a valid election under Section 754 of the Code; (v) As used in this Agreement, (Aj) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of Partnership is properly classified as a tax, imposed by or payable to any federal, state, provincial, local or non-partnership for U.S. Tax Authorityfederal income tax purposes, and includes all not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such since its formation; and (k) each Subsidiary of the Partnership is currently (and has been since its respective formation) either (i) properly classified as a partnership for U.S. federal, state, local and non- federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. gross or netfederal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Parent Material Adverse Effect: (Ai) all Tax Returns that are required to be filed by or with respect to Allergan or any Parent and each of its Subsidiaries have been prepared and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, correct complete and completeaccurate; (Bii) Allergan Parent and each of its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid by any of them, including any under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld from by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party (in each case, whether or not shown on any Tax Returnparty), except except, in the case of clauses (i) and (ii), with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its SubsidiariesGAAP; (Ciii) all as of the date of this Agreement, there are not pending or, to the Knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes due and payable by Allergan of Parent or any of its Subsidiaries have been adequately provided forSubsidiaries, in accordance with GAAP, in the financial statements and neither Parent nor any of Allergan and its Subsidiaries for all periods ending on or before has received written notice within the date past six years of such financial statements; (D) during the last three years, no any claim has been made in writing by a Tax Authority Governmental Entity, in a jurisdiction where Parent or any of Allergan or its Subsidiaries Subsidiaries, as applicable, does not file a Tax Returns Return, that Parent or such Person Subsidiary is or may be subject to income taxation by by, or have an obligation to file an income Tax Return in, that jurisdiction; (Eiv) there are no liens for Taxes upon on any property or assets of Allergan Parent or any of its Subsidiaries, except for Permitted Liens; (Fv) no neither Parent nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither Parent nor any of its Subsidiaries (A) is a party to or is bound by any Tax Authority sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among Parent and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has assertedbeen a member of an affiliated, consolidated, unitary or threatened in writing to assert, combined group filing a consolidated federal income Tax liability in connection with an audit Return (other than a group the common parent of which is or other administrative or court proceeding involving Taxes of Allergan was Parent or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or (C) has any liability for the Taxes of any Person (other than Allergan Parent or any of its Subsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law) or ), as a transferee or successor. ; and (iiviii) None of Allergan or neither Parent nor any of its Subsidiaries is will be required to include any item of income in, or has been to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a party result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity, or (C) any election pursuant to any “listed transaction,” as defined in section 6707A(c)(2Section 965(h) of the Code and Treasury Regulation Section 1.6011-4(b)Code, or any similar provision of statein each case, local or non-U.S. Lawmade prior to the Closing. (iiib) Since January 1, 2017 to the date hereof, neither Allergan Neither Parent nor any of its Subsidiaries has constituted taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to (i) prevent or impede the Mergers, taken together, from qualifying as a “distributing corporationreorganization” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A368(a) of the Code, (ii) in cause the stockholders (other than any Excepted Stockholder) of the Company to recognize gain pursuant to Section 367(a)(1) of the Code, (iii) cause Parent to be treated as a distribution of stock intended “domestic corporation” pursuant to qualify for tax-free treatment under Section 355 7874(b) of the Code (or any similar provision as a result of state, localthe Mergers, or non-U.S. Law)(iv) prevent or impede Parent from being able to deliver the executed Parent Tax Certificate at Closing. As of the date of this Agreement, Parent believes it will be able to provide the Parent Tax Certificate at the Closing. (ivc) Allergan is, The generality of any other representations and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used warranties in this AgreementAgreement notwithstanding, (A) the term “Tax” (including the plural form “Taxes” representations and warranties in this Section 4.15 and, to the extent applicable, Section 4.11 shall be deemed to be Parent’s sole and exclusive representations and warranties in this Agreement with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable respect to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netmatters.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havefor those matters that, individually or in the aggregate, an Allergan would not reasonably be expected to have a Material Adverse Effect: Effect on such Party: (i) Such Party and each of its Subsidiaries (A) all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have been duly prepared and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them with the appropriate Tax authority and all such filed Tax Returns are true, correct complete and completeaccurate in all respects; (B) Allergan have paid all Taxes that are due and its Subsidiaries have, within payable (whether or not shown as due and payable on such filed Tax Returns); (C) have withheld and paid over to the time and manner prescribed by applicable Law, paid appropriate Governmental Entity all Taxes required to be have been withheld and paid by any of them, including any Taxes required to be withheld from in connection with amounts paid or owing to any employeeService Provider, stockholder, creditor, independent contractor or third party (each as determined for Tax purposes); (D) have complied in each case, whether or all respects with all information reporting (and related withholding) and record retention requirements; and (E) have not shown on waived any Tax Return), except statute of limitations with respect to matters being contested Taxes or agreed to (or otherwise been granted) any extension of time with respect to a Tax assessment or deficiency. (ii) No deficiency with respect to any amount of Taxes has been proposed, asserted or assessed against such Party or any of its Subsidiaries. There are no pending or threatened in good faith through appropriate proceedings writing disputes, claims, audits, examinations or for which adequate reserves have been established in accordance with GAAP on other Proceedings before any Governmental Entity regarding any Taxes of such Party and its Subsidiaries or the financial statements assets of Allergan such Party and its Subsidiaries; . (Ciii) all Taxes due and payable Neither such Party nor any of its Subsidiaries has been informed in writing by Allergan any jurisdiction that the jurisdiction believes that such Party or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on was required to file any Tax Return that was not filed or before the date of pay any Taxes that were not paid. (iv) Neither such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or Party nor any of its Subsidiaries is (A) has been a party to any agreement member of an affiliated, consolidated, combined, unitary or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes similar Tax group (other than (x) an agreement any Tax group of which such Party is or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxeswas the common parent), or (B) has any liability for Taxes of any Person (other than Allergan such Party or any of its Subsidiaries) under U.S. arising from the application of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local local, or non-U.S. Law) or ), as a transferee or successor, or otherwise by operation of Law. (iiv) None There are no Encumbrances for Taxes (other than Permitted Encumbrances) on any of Allergan the assets of such Party or any of its Subsidiaries. (vi) Neither such Party nor any of its Subsidiaries is or has been a party to or is bound by any “listed transaction,” as defined Tax sharing, allocation or indemnification agreement or arrangement (other than (A) such an agreement or arrangement exclusively between or among such Party and its Subsidiaries or (B) a commercial agreement or arrangement entered into in section 6707A(c)(2the ordinary course of business the primary purpose of which is not Tax sharing, allocation or indemnification). (vii) Within the past three years or otherwise pursuant to a plan (or series of related transactions), within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.6011-4(b)Code, or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to that includes the date hereofMergers, neither Allergan such Party nor any of its Subsidiaries has constituted been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) Code in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code or any similar provision of state, local or non-U.S. Law). (viii) Neither such Party nor any of its Subsidiaries has participated in (A) a “listed transaction” or “transaction of interest” within the meaning of Treasury Regulation Section 1.6011-4(b) or any other transaction requiring disclosure under analogous provisions of Tax Law or (B) a “tax shelter” within the meaning of Section 6662 of the Code or any other transaction requiring disclosure under analogous provisions of Tax Law. (ix) Neither such Party nor any of its Subsidiaries will be required to include any item of income (or exclude any item of deduction) in any taxable period (or portion thereof) beginning after the Closing Date as a result of (A) a change in or incorrect method of accounting occurring prior to the Closing Date, (B) a prepaid amount received, or paid, prior to the Closing Date, (C) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or non-U.S. Law) executed on or prior to the Closing Date, (D) any prepaid contract or installment sale, (E) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of applicable state, local, or non-U.S. Law), (F) deferred revenue accrued prior to the Closing Date, (G) deferred gains arising prior to the Closing Date, (H) “global intangible low-taxed income” within the meaning of Section 951A of the Code (or any corresponding or similar provision of state, local, or non-U.S. Law) or “subpart F income” within the meaning of Section 951 of the Code (or any corresponding or similar provision of applicable state, local, or non-U.S. Law) attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date (i.e., measured as though the Closing Date were the last day of the applicable taxable period) or (I) an election under Section 108(i) of the Code (or any similar provision of state, local, or non-U.S. Law). (ivx) Allergan is, and at all times since Neither such Party nor any of its formation Subsidiaries has been, properly treated as a foreign corporation for U.S. federal income Tax purposesmade an election pursuant to Section 965(h) of the Code. (vxi) As used in this AgreementNeither such Party nor any of its Subsidiaries is an “investment company” within the meaning of Section 368(a)(2)(F)(iii) of the Code. (b) Neither such Party nor any of its Subsidiaries has taken or agreed to take any action or has any reason to believe that any condition exists that could prevent or impede the Mergers, (Ataken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netCode.

Tax Matters. (i) Except as has not had and disclosed in the Primero Disclosure Letter or as would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Material Adverse Effect: Effect on Primero: (Ai) each of Primero and the Primero Subsidiaries has duly and timely made or prepared all Tax Returns that are required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by or it with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), the appropriate Governmental Entity and all such Tax Returns are true, correct complete and completecorrect; (ii) each of Primero and the Primero Subsidiaries has: (A) duly and timely paid all Taxes due and payable by it; (B) Allergan duly and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid timely withheld all Taxes and other amounts required to be paid by any of them, including any Taxes required Laws to be withheld from by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts owing required by Laws to be remitted by it; and (C) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales, sales, value added and federal, provincial, state or territorial sales taxes, required by Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any employeesuch amounts required by Laws to be remitted by it; (iii) the charges, creditor, accruals and reserves for Taxes reflected on the Primero Financial Statements (whether or third party (in each case, not due and whether or not shown on any of the Tax Return)Returns but excluding any provision for deferred income taxes) are, except in the opinion of Primero, adequate under Canadian GAAP to cover Taxes with respect to Primero and the Primero Subsidiaries accruing for the periods covered thereby; (iv) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of Primero, threatened against any of Primero or the Primero Subsidiaries that propose to assess Taxes in addition to those reported in the Tax Returns; (v) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Primero or any of the Primero Subsidiaries; (vi) none of Primero and the Primero Subsidiaries has entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Effective Date; (vii) there are no proceedings, investigations, audits or claims now pending or threatened against Primero or any of the Primero Subsidiaries in respect of any Taxes and there are no matters being contested under discussion, audit or appeal with any Governmental Entity relating to Taxes; (viii) neither Primero nor any of the Primero Subsidiaries has acquired property from a non-arm’s length Person, within the meaning of the Tax Act: (A) for consideration the value of which is less than the fair market value of the property; or (B) as a contribution of capital for which no shares were issued by the acquirer of the property; (ix) Primero has made available to Northgate copies of all Tax Returns for the 2008 to 2010 taxation years and all written communication to or from any Governmental Entity and relating to the Taxes of any of Primero and the Primero Subsidiaries; (x) for the purposes of the Tax Act and any other relevant Tax purposes: (A) Primero is resident in good faith through appropriate proceedings Canada; and (B) each of the Primero Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country; (xi) there are no Encumbrances for Taxes upon any properties or assets of Primero or any of the Primero Subsidiaries (other than Encumbrances relating to Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP recorded on the most recent balance sheet included in the Primero Financial Statements); (xii) to the best of its knowledge based on current business plans and financial statements projections, Primero expects that it should not be classified as a “passive foreign investment company” (as defined under section 1297(a) of Allergan and the Code) (a “PFIC”) for its Subsidiaries; taxable year ending December 31, 2011; (Cxiii) all Taxes due and payable by Allergan Primero has not declared or paid any dividends or made any other distribution on any of the Primero Shares or made any redemption or other acquisition of Primero Shares (A) in contemplation of this Agreement, the Plan of Arrangement, or any of its Subsidiaries have been adequately provided fortransactions contemplated by this Agreement or the Plan or Arrangement, in accordance with GAAPor (B) since December 31, 2010; (xiv) other than in the financial statements ordinary and regular course of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three yearsbusiness consistent with past practice, no claim has been made in writing by a Tax Authority in a jurisdiction where neither Primero nor any of Allergan or its the Primero Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon has sold any property or assets thereof (A) in contemplation of Allergan this Agreement, the Plan of Arrangement, or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, transactions contemplated by this Agreement or threatened in writing to assert, a Tax liability in connection with an audit the Plan or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries Arrangement or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes)since December 31, or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.2010; and (iixv) None of Allergan or any of its Subsidiaries is or has been a party to Primero does not own, and will not own on the Effective Date, any “listed transaction,United States real property interest” as defined in under section 6707A(c)(2897(c)(1)(A) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Lawregulations promulgated thereunder. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Parent Material Adverse Effect: , (Aa) all Tax Returns that are required to be filed by or other than with respect to Allergan matters contested in good faith or any for which adequate reserves have been established in accordance with GAAP (i) Parent and each of its Subsidiaries have been prepared and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them and all such filed Tax Returns are truecomplete and accurate, correct and complete; (Bii) Allergan Parent and each of its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes that are required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (Cb) all Taxes due and payable deficiencies asserted or assessed by Allergan a taxing authority against Parent or any of its Subsidiaries have been paid in full or are adequately provided forreserved, in accordance with GAAP, in the financial statements (c) as of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; this Agreement, there are not pending or, to the knowledge of Parent, threatened in writing, any audits, examinations, investigations or other proceedings in respect of income or franchise Taxes and there are no currently effective waivers (Dor requests for waivers) during of the last three yearstime to assess any Taxes, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (Ed) there are no liens Liens for income or franchise Taxes upon on any property or of the assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan Parent or any of its Subsidiaries other than Parent Permitted Liens, (e) Parent has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the three-year period ending on the date hereof (or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part) that was purported or intended to be governed by Section 355 of the Code, (f) neither Parent nor any of its Subsidiaries (I) is a party to or is bound by any agreement or arrangement relating to the apportionment, Tax sharing, assignment allocation or allocation of Taxes (indemnification agreement with persons other than (x) an agreement or arrangement solely between or among Allergan and/or one or more wholly owned Subsidiaries of its Subsidiaries Parent or (yII) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person other person (other than Allergan or any of Parent and its Subsidiaries) under U.S. pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. foreign Law) or ), as a transferee or successor. , by contract or otherwise, (iig) None as of Allergan or the date hereof, neither Parent nor any of its Subsidiaries is or has been a party required to include in income any “listed transaction,” as defined in section 6707A(c)(2adjustment pursuant to Section 481(a) of the Code Code, no such adjustment has been proposed by the IRS and Treasury Regulation Section 1.6011-4(b), no pending request for permission to change any accounting method has been submitted by Parent or any similar provision of stateits Subsidiaries, local or non-U.S. Law. (iiih) Since January 1, 2017 to the date hereof, neither Allergan Parent nor any of its Subsidiaries has constituted a participated in any “distributing corporationlisted transaction” or a within the meaning of Treasury Regulation Section 1.6011-4(b)(2) and (i) to the knowledge of Parent, as of the date hereof and without regard to this Agreement, Parent has not undergone an “controlled corporationownership change” (within the meaning of Section 355(a)(l)(A) 382 of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Company Material Adverse Effect: (Ai) all Tax Returns that are required to be filed by or with respect to Allergan or any the Company and each of its Subsidiaries have been prepared and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them under applicable Law with the appropriate Governmental Entity and all such filed Tax Returns are true, correct complete and completeaccurate; (Bii) Allergan the Company and each of its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid by any of them, including any under applicable Law to the appropriate Governmental Entity and have withheld all Taxes required to be withheld from by any of them (including in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, stockholder or other third party (in each case, whether or not shown on any Tax Returnparty), except except, in the case of clauses (i) and (ii), with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its SubsidiariesGAAP; (Ciii) all as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes due and payable by Allergan of the Company or any of its Subsidiaries have been adequately provided forSubsidiaries, in accordance with GAAP, in and neither the financial statements Company nor any of Allergan and its Subsidiaries for all periods ending on or before has received written notice within the date past six years of such financial statements; (D) during the last three years, no any claim has been made in writing by a Tax Authority Governmental Entity in a jurisdiction where the Company or any of Allergan or its Subsidiaries Subsidiaries, as applicable, does not file a Tax Returns Return, that the Company or such Person Subsidiary is or may be subject to income taxation by by, or have an obligation to file an income Tax Return in, that jurisdictionjurisdiction (and, solely in the case of the CRA, has not received such written notice within the past eight years); (Eiv) there are no liens for Taxes upon on any property or assets of Allergan the Company or any of its Subsidiaries, except for Permitted Liens; (Fv) no neither the Company nor any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was purported or intended to be governed by Section 355 of the Code; (vi) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); (vii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax Authority sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement (1) exclusively between or among the Company and/or its Subsidiaries or (2) not primarily related to Taxes and entered into in the Ordinary Course of Business), (B) has assertedbeen a member of an affiliated, consolidated, unitary or threatened in writing to assert, combined group filing a consolidated federal income Tax liability in connection with an audit Return (other than a group the common parent of which is or other administrative or court proceeding involving Taxes of Allergan was the Company or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or (C) has any liability for the Taxes of any Person (other than Allergan the Company or any of its Subsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law) or ), as a transferee or successor. ; (iiviii) None each Mexican Subsidiary of Allergan or the Company has complied with all of its obligations to disclose reportable schemes within the meaning of Article 199 of the Federal Fiscal Code (Código Fiscal de la Federación); (ix) each Mexican Subsidiary of the Company has fulfilled all of its Mexican Income Tax and VAT Law obligations with respect to the labor structure that it has in place, including the 6% withholding tax obligation under Article 1-A, subsection IV of the VAT Law and the obligation to receive the information contained in Article 27, subsection V of the Mexican Income Tax Law in effect before 2020, and no Tax benefit has been claimed in respect of any Mexican Tax invoice issued in favor of any Mexican Subsidiaries of the Company by a Person included on the list published on the webpage of the Mexican Tax Authorities and/or in the Mexican Official Gazette (Diario Oficial de la Federación) in terms of article 69-B of the Mexican Federal Tax Code; and (x) neither the Company nor any of its Subsidiaries is will be required to include any item of income in, or has been to exclude any item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a party result of (A) any closing agreement, installment sale, or open transaction disposition, (B) any accounting method change or agreement with any Governmental Entity or (C) any election pursuant to any “listed transaction,” as defined in section 6707A(c)(2Section 965(h) of the Code and Treasury Regulation Section 1.6011-4(b)Code, or any similar provision of statein each case, local or non-U.S. Lawmade prior to the Closing. (iiib) Since January 1, 2017 to Neither the date hereof, neither Allergan Company nor any of its Subsidiaries has constituted taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to (i) prevent or impede the Mergers, taken together, from qualifying as a “distributing corporationreorganization” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A368(a) of the Code, (ii) in cause the stockholders (other than any Excepted Stockholder) of the Company to recognize gain pursuant to Section 367(a)(1) of the Code, (iii) cause Parent to be treated as a distribution of stock intended “domestic corporation” pursuant to qualify for tax-free treatment under Section 355 7874(b) of the Code (or any similar provision as a result of state, localthe Mergers, or non-U.S. Law)(iv) prevent or impede the Company from being able to deliver the executed Company Tax Certificate at Closing. As of the date of this Agreement, the Company believes it will be able to provide the Company Tax Certificate at the Closing. (ivc) Allergan isAt no time during the 60 months immediately preceding the First Effective Time will more than 50% of the fair market value of the Company’s capital stock have been derived, directly or indirectly, from one or any combination of: real or immovable property situated in Canada, Canadian resources properties, timber resource properties and at all times since its formation has beenoptions in respect of, properly treated as a foreign corporation for U.S. federal income Tax purposesor interests in, any such property (whether or not such property exists), each within the meaning of the CITA. (vd) As used The generality of any other representations and warranties in this AgreementAgreement notwithstanding, (A) the term “Tax” (including the plural form “Taxes” representations and warranties in this Section 3.15 and, to the extent applicable, Section 3.11 shall be deemed to be the Company’s sole and exclusive representations and warranties in this Agreement with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable respect to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netmatters.

Tax Matters. (i) Except The Company and its Subsidiaries have timely filed or caused to be filed all federal, state, local and non-U.S. Tax Returns required to have been filed that are material to such companies, taken as a whole, and each such Tax Return is true and correct in all material respects; (ii) The Company and its Subsidiaries have timely paid or caused to be timely paid all Taxes shown to be due and payable by them on the returns referred to in clause (i) and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due) with respect to all periods or portions thereof ending on or before the Effective Date (except Taxes or assessments that are being contested in good faith by appropriate proceedings and for which the Company or its Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP), which Taxes, if not had and paid or adequately provided for, would not reasonably be expected to have, individually or in the aggregate, an Allergan a Material Adverse Effect: ; (Aiii) all Tax Returns that are required to be filed by or As of the Effective Date, with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct and complete; (B) Allergan the Company and its Subsidiaries haveSubsidiaries, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (there are no claims being asserted in each case, whether or not shown on any Tax Return), except writing with respect to matters being contested in good faith through appropriate proceedings or for any Taxes; (iv) All material Taxes which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan Company and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan each or any of its Subsidiaries is a party (or was) required by law to withhold or collect in connection with amounts paid or owing to any agreement employee, independent contractor, creditor, stockholder or arrangement relating other third party have been duly withheld or collected, and have been timely paid to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related proper authorities to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorthe extent due and payable. (iiv) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of Neither the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Company nor any of its Subsidiaries has constituted been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired (other than a group of which the Company and/or its Subsidiaries are the only members). (vi) There are no tax sharing, allocation, indemnification or similar agreements in effect as between the Company or any of its Subsidiaries or any predecessor or affiliate thereof and any other party (including any predecessors or affiliates thereof) under which the Company or any of its Subsidiaries would be liable for any material Taxes or other claims of any party. (vii) The Company has not been a “distributing United States real property holding corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A897(c)(2) of the Internal Revenue Code of 1986, as amended from time to time (the “Code) in a distribution of stock intended to qualify for tax”), at any time during the five-free treatment under Section 355 of year period ending on the Code (or any similar provision of state, local, or non-U.S. Law)date hereof. (ivviii) Allergan is, The Company is not a party to any agreement that would require the Company or any affiliate thereof to make any material payment that would constitute an “excess parachute payment” for purposes of Sections 280G and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes4999 of the Code. (vix) As used in this Agreement, (A) There are no tax liens on the term “Tax” (including assets of the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties Company or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netits Subsidiaries.

Tax Matters. (a) (i) Except as set forth in Schedule 3.8, Radius has not timely filed or sent (or has had and would not reasonably be expected to have, individually timely filed or in the aggregate, an Allergan Material Adverse Effect: (Asent on its behalf) all Tax Returns that are returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“Radius Returns”), required to be filed or sent by it in respect of any Taxes or with respect required to Allergan be filed or sent by it by any of its Subsidiaries have been timely filed applicable Taxing authority; (taking into account any extension of time within which to file), and ii) all such Tax Radius Returns are true, correct complete and completeaccurate in all material respects; (Biii) Allergan and Radius has timely paid (or has had timely paid on its Subsidiaries have, within the time and manner prescribed by applicable Law, paid behalf) all Taxes required to be have been paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party it; (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been iv) Radius has established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided forRadius Latest Balance Sheet, in accordance with GAAP, in reserves that are adequate for the financial statements payment of Allergan any Taxes not yet paid; and its Subsidiaries for (v) Radius has complied with all periods ending on applicable laws, rules, and regulations relating to the collection or before withholding of Taxes from third parties (including without limitation employees) and the date payment thereof (including, without limitation, withholding of such financial statements; Taxes under Sections 1441 and 1442 of the Code, or similar provisions under any foreign laws). (Db) during the last three yearsTo Radius’s Knowledge, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its SubsidiariesRadius, except liens for Permitted Liens; Taxes not yet due. (Fc) no Tax Authority No deficiency for any Taxes has been asserted, assessed or, to Radius’s Knowledge, proposed against Radius that has not been finally resolved or threatened that is not being contested in writing good faith. Except as disclosed in Schedule 3.8, no waiver, extension or comparable consent given by Radius regarding the application of the statute of limitations with respect to assertany Taxes or Radius Returns is outstanding, a nor is any request for any such waiver or consent pending. Except as disclosed in Schedule 3.8, there is no pending Tax liability in connection with an audit or other administrative proceeding or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party with regard to any agreement Taxes or arrangement relating Radius Returns nor has there been any notice to Radius by any Taxing authority regarding any such Tax audit or other proceeding, or, to the apportionmentKnowledge of Radius, sharing, assignment is any such Tax audit or allocation of other proceeding threatened with regard to any Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorRadius Returns. (iid) None Except as set forth in Schedule 3.8, Radius has not requested any extension of Allergan or time within which to file any of its Subsidiaries is or Radius Return, which return has not since been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Lawfiled. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. Except as would not have a Partnership Adverse Impact: (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are required to be filed by or with respect to Allergan Partnership or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, complete and accurate. Partnership has made available to Parent true and correct and complete; copies of all such income or franchise Tax Returns for the three (B3) Allergan year period preceding the Closing Date; (ii) Partnership and its Subsidiaries have, within the time have timely and manner prescribed by applicable Law, properly paid all Taxes required to be paid due and owing by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party Person (in each case, whether or not shown on any Tax Return), except with respect to matters other than Taxes that are being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan Partnership and its Subsidiaries; , and have complied with all reporting requirements (Cincluding maintenance of required records with respect thereto) all Taxes due and payable by Allergan or with respect to such payments; (iii) since the date of Partnership’s last audited financial statements, neither Partnership nor any of its Subsidiaries have been adequately provided forhas incurred liability for Taxes outside its ordinary course of business, in accordance with GAAPand the consolidated balance sheet (or the notes thereto) as of December 31, 2020 included in the financial statements Partnership SEC Documents properly reflects the accrual of Allergan the Tax liability of Partnership and its Subsidiaries for all periods ending on or before with respect to the date of such financial statements; (D) during period between the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or audited financial statements and such date; (iv) neither Partnership nor its Subsidiaries does is delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed, except as set forth in Schedule 3.12(c)(iv) of the Partnership Disclosure Letter. There is not file Tax Returns that such Person is pending, or may be subject threatened in writing, any audit, examination, investigation or other proceeding with respect to taxation by that jurisdiction; (E) there are no liens for any Taxes upon any property or assets of Allergan Partnership or any of its Subsidiaries, except for Permitted Liens; ; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (Gv) neither Allergan or Partnership nor any of its Subsidiaries is a party has waived any statute of limitations with respect to Taxes, or agreed to any agreement extension of time with respect to a Tax assessment or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.deficiency; (iivi) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Partnership nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of U.S. state, local, or non-U.S. Law).) in the three (3) years prior to the date of this Agreement; (ivvii) Allergan isno claim has been made in writing by a tax authority in a jurisdiction where any of Partnership or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction, and at all times since except as set forth in Schedule 3.12(c)(iv) of the Partnership Disclosure Letter; (viii) neither Partnership nor any of its formation has beenSubsidiaries will be required to include any item of income in taxable income, properly treated or exclude any item of deduction from taxable income, or make any adjustment under Section 481 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law) for any taxable period (or portion thereof) ending after the Closing Date as a foreign corporation result of (A) any installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law), or open transaction disposition made by Partnership or any of its Subsidiaries on or prior to the Closing Date, (B) any prepaid amount received by Partnership or any of its Subsidiaries on or prior to the Closing Date, (C) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law) entered into on or prior to the Closing Date, (D) any “gain recognition agreement” or “domestic use election” (or analogous concepts under U.S. state, local or non-U.S. income Tax Law), (E) a change in the method of accounting by Partnership or any of its Subsidiaries for a period ending prior to or including the Closing Date, or (F) election under Section 965 of the Code (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law). Neither Partnership nor any of its Subsidiaries has deferred, pursuant to the CARES Act, any Taxes which have not been paid; (ix) Except as set forth in Schedule 3.12(a)(ix) of the Partnership Disclosure Letter, none of Partnership or any of its Subsidiaries is (i) a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related to Taxes), (ii) is liable for Taxes of any other Person (other than Partnership and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of U.S. state, local or non-U.S. income Tax Law) or as a transferee or successor or by Contract (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related to Taxes), or (iii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group the common parent of which was or is Partnership or any of its Subsidiaries; (x) there are no Liens for Taxes upon any property or assets of Partnership or any of its Subsidiaries, except for the Permitted Liens; (xi) for U.S. federal income Tax purposes. (v) As used , Partnership is treated as a corporation that is not, and was not in this Agreementa prior period, (A) a “controlled foreign corporation” within the term meaning of section 957 of the Code or a “Taxpassive foreign investment company” (including within the plural form meaning of Section 1297 of the Code. In addition, Partnership is not now subject to the requirements of section 7874 of the Code as an “Taxesexpatriated entity” and, with correlative meaningwithout having undertaken any special diligence of Parent’s structure, Partnership is not aware of any reason why as a result of the terms Transactions contemplated under this Agreement it would become subject to the requirements of section 7874 as an “Taxableexpatriated entity” and in any subsequent period; and (xii) neither Partnership nor any of its Subsidiaries has entered into any “Taxation”reportable transaction” within the meaning of U.S. Treasury Regulations Section 1.6011-4(b) means (or any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature provision of a tax, imposed by or payable to any federal, U.S. state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netLaw).

Tax Matters. (a) Except as set forth in Section 3.14(a) of the ETP Disclosure Schedule, (i) Except as each of the ETIH Group Entities has not had and would not reasonably be expected to have, individually filed (or joined in the aggregate, an Allergan Material Adverse Effect: (Afiling of) when due all material Tax Returns that are required by applicable Law to be filed by or with respect to Allergan it, has obtained all required Tax permits and licenses and has satisfied all registration requirements relating to Taxes; (ii) all such Tax Returns were true correct and complete in all material respects as of the time of such filing; (iii) except for Taxes being contested in good faith in appropriate proceedings for which adequate reserves have been provided, all material Taxes relating to periods ending on or before the Closing Date owed by any of its Subsidiaries the ETIH Group Entities (regardless of whether shown on any Tax Return) have been paid or will be timely filed paid; (taking into account iv) there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, any of the ETIH Group Entities in respect of any material Tax or material Tax assessment, nor has any claim for additional material Tax or material Tax assessment been asserted in writing or been proposed by any Tax authority; (v) no written claim has been made by any Tax authority in a jurisdiction where any of the ETIH Group Entities does not currently file a Tax Return that it is or may be subject to any material Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing; (vi) none of the ETIH Group Entities has any outstanding request for any extension of time within which to file), and all such pay any material Taxes or file any Tax Returns are truewith respect to any material Taxes; (vii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any material Taxes of any of the ETIH Group Entities; (viii) none of the ETIH Group Entities has entered into any agreement or arrangement with any Tax authority that requires any ETIH Group Entity to take any action or refrain from taking any action; (ix) none of the ETIH Group Entities is a party to any agreement, correct whether written or unwritten, providing for the payment of Taxes, Tax losses, entitlements to Tax refunds or similar Tax matters; (x) each of the ETIH Group Entities has withheld and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any material Taxes required to be withheld from in connection with any amounts paid or owing to any employee, creditor, independent contractor or other third party party; (xi) ETP is not a “foreign person” within the meaning of Section 1445 of the Code; (xii) each of the ETIH Group Entities that is classified as a partnership for U.S. federal tax purposes has in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on effect an election under Section 754 of the financial statements Code; (xiii) none of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim ETIH Group Entities has been made in writing by a member of an affiliated group filing a consolidated federal income Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), Return or has any liability for the Taxes of any Person (other than Allergan or any of its Subsidiariesan ETIH Group Entity) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local local, or non-U.S. foreign Law) or ), as a transferee or successor, by contract, or otherwise; and (xiv) there are no Tax liens on any of the assets of the ETIH Group Entities, except for liens for Taxes not yet due. (iib) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2Section 3.14(b) of the Code ETP Disclosure Schedule sets forth, with respect to each of the ETIH Group Entities, (i) the Tax basis to ETP of each of the assets of the ETIH Group Entities, (ii) the depreciation life, method, conventions and Treasury Regulation Section 1.6011-4(b)history applicable to each such asset in the hands of ETP, or any similar provision of stateas tax owner, local or non-U.S. Law. (iii) Since January 1, 2017 to which of the date hereof, neither Allergan nor any liabilities of its Subsidiaries has constituted the ETIH Group Entities is a “distributing corporationqualified liability” or a “controlled corporation” (within the meaning of Treasury Regulation Section 355(a)(l)(A1.707-5(a)(6), and, for each ETIH Group Entity, (x) the identity of any assets that were acquired with the proceeds of the Codeliability and (y) in a distribution the identity of stock intended to qualify any assets that have been continuously secured by the liability for tax-free treatment under Section 355 more than two years as of the Code (or any similar provision date of state, local, or non-U.S. Law)this Agreement. (ivc) Allergan is, and at all times since its formation has been, properly treated None of the ETIH Group Entities is classified as a foreign corporation for U.S. federal income Tax tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as the Company has not had filed with the appropriate governmental agencies all Federal, state, local or foreign tax returns and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are reports required to be filed by it (“Returns”), has paid in full or made adequate provision for the payment of, all taxes of every nature, including, but not limited to, income, sales, franchise and withholding taxes (“Taxes”), together with respect to Allergan interest, penalties, assessments and deficiencies owed by it (whether or not shown on any Returns), and all such Returns were correct and complete in all respects; (ii) the Company is not currently the beneficiary of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)file any Returns other than pursuant to routine extensions; (iii) the Company has previously provided Buyer with true and complete copies of all such Returns filed within the past three (3) years; (iv) there are no filed or other known tax liens upon any property or assets of the Company; (v) the Company has not waived any statute of limitations in respect of Taxes or executed or filed with any governmental authority any agreement extending the period for the assessment or collection of any Taxes, and all such Tax Returns are trueit is not a party to any pending or, correct and complete; (B) Allergan and its Subsidiaries haveto the Company’s best knowledge, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid threatened action or proceeding by any governmental authority for the assessment or collection of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party Taxes; (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (Cvi) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, there is no unresolved written claim has been made in writing by a Tax Authority governmental authority in a any jurisdiction where any of Allergan or its Subsidiaries the Company does not file Tax Returns that such Person the Company is or may be subject to taxation by that such jurisdiction; (Evii) there are has been no liens for examination or audit with respect to Taxes upon with respect to any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; year; (Fviii) no Tax Authority the Company has asserted, or threatened in writing withheld and paid all Taxes required to assert, a Tax liability have been withheld and paid in connection with an audit amounts paid or owing to any employee, independent contractor, creditor, the Seller or other administrative or court proceeding involving third party; (ix) the unpaid Taxes of Allergan or the Company (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet (rather than any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its SubsidiariesTax Returns; (x) the Company has not filed a consent under the Internal Revenue Code of 1986, as amended (the “Code”), Section 341(f) concerning collapsible corporations; the Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code Section 6662; and the Company has not been a member of an affiliated group filing a consolidated federal income Tax Return; (Gxi) neither Allergan or the Company has not made any of its Subsidiaries payments, is not obligated to make any payments, and is not a party to any agreement or arrangement relating that under certain circumstances could obligate it to the apportionmentmake any payments, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are will not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) be deductible under U.S. Treasury Regulation Code Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.280G; (iixii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law.[INTENTIONALLY OMITTED] (iiixiii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net[INTENTIONALLY OMITTED]

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Company Material Adverse Effect: , (i) other than with respect to matters contested in good faith or for which adequate reserves have been established (A) all Tax Returns that are required to be filed by or with respect to Allergan or any the Company and each of its Subsidiaries have been prepared and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them and all such filed Tax Returns are truecomplete and accurate, correct and complete; (B) Allergan the Company and each of its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes that are required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (Cii) all Taxes due and payable deficiencies asserted or assessed by Allergan a taxing authority against the Company or any of its Subsidiaries have been paid in full or are adequately provided forreserved, in accordance with GAAP, in the financial statements (iii) as of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during this Agreement, there are not pending or, to the last three yearsknowledge of the Company, no claim has been made threatened in writing by a Tax Authority any audits, examinations, investigations or other proceedings in a jurisdiction where respect of income or franchise Taxes and there are no currently effective waivers (or requests for waivers) of the time to assess any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; Taxes, (Eiv) there are no liens Liens for income or franchise Taxes upon on any property or of the assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan the Company or any of its Subsidiaries other than Company Permitted Liens, and (v) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any agreement or arrangement relating to the apportionment, Tax sharing, assignment allocation or allocation of Taxes (indemnification agreement with persons other than (x) an agreement or arrangement solely between or among Allergan and/or one or more wholly owned Subsidiaries of its Subsidiaries the Company or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person other person (other than Allergan or any of the Company and its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor, by contract or otherwise. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (vb) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties domestic or fines)foreign, fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local or other taxes of any kind (together with any and non- U.S. all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation, margin or netnet worth, and taxes in the nature of excise, withholding, ad valorem or value added.

Tax Matters. (a) Except as set forth on Section 4.11(a) of the Company Disclosure Letter: (i) Except as each of the Company and its Subsidiaries has not had and would not reasonably be expected to havetimely filed, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are required has caused to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed on its behalf (taking into account any extension of time within which to file), all Federal income and other material Tax Returns (as hereinafter defined) required to be filed by it, and all such filed Tax Returns are true, correct and completecomplete in all material respects; (Bii) Allergan the Company and each of its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all material amounts of Taxes that are required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party ; (in each case, whether or not shown on any Tax Return), except iii) no material deficiency with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan proposed, asserted or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan assessed against the Company or any of its Subsidiaries, except which Taxes have not been fully paid or adequately reserved in accordance with GAAP in the Company SEC Documents; (iv) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Liens; (Fv) no Tax Authority has assertedaudit, or threatened in writing to assertinvestigation, a Tax liability in connection with an audit examination or other administrative or court proceeding involving proceedings are pending with any Governmental Authority with respect to material amounts of Taxes of Allergan the Company or any of its Subsidiaries, and no written notice thereof has been received; and (Gvi) neither Allergan or the Company nor any of its Subsidiaries is a party or any predecessor has waived any statute of limitations with respect to material Taxes or agreed to any agreement extension of time with respect to a Tax assessment or arrangement relating to deficiency, or has made any written request (that is currently outstanding) for any such extension or waiver; (vii) neither the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more Company nor any of its Subsidiaries or (yhas entered into any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. foreign Law); (viii) the Company and each of its Subsidiaries have withheld and paid all material Taxes required to be withheld and paid in connection with amounts paid and owing to any employee, independent contractor, creditor, stockholder or as a transferee other third party (whether domestic or successor. foreign); and (iiix) None in the last six years, none of Allergan the Company or any of its Subsidiaries is or has been a party informed in writing by any jurisdiction that the jurisdiction believes that the Company or any of its Subsidiaries was required to file any “listed transaction,” Tax Return (defined below) that was not filed. (b) Except as defined in section 6707A(c)(2set forth on Section 4.11(b) of the Code and Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability for the Taxes of another person (pursuant to Treasury Regulation Regulations Section 1.60111.1502-4(b), 6 or any similar provision of state, local or non-U.S. foreign Law, or otherwise) by reason of: (i) being a member of an affiliated, consolidated, combined or unitary group or otherwise as a transferee or successor; or (ii) being a party to any tax sharing, allocation, indemnity or similar agreement (other than (A) any such agreement solely between the Company and its Subsidiaries or (B) customary Tax indemnification provisions in credit or other commercial agreements entered into in the ordinary course of business and not primarily related to Taxes). (iiic) Since January 1, 2017 to Neither the date hereof, neither Allergan Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions. (d) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or to exclude any material item of deduction from, taxable income in any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting, (ii) closing agreement, (iii) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, locallocal or foreign Law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, or non-U.S. Law)(v) prepaid amount received on or prior to the Closing Date outside of the ordinary course of business. (ive) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in For purposes of this Agreement, : (i) “Taxes” shall mean (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and non- U.S. gross estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, and (B) all interest, penalties, fines, additions to tax or netadditional amounts imposed by any Governmental Authority in connection with any item described in clause (A); and (ii) “Tax Returns” shall mean any return, report, claim for refund, estimate, information return or statement or other similar document filed or required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Tax Matters. (i) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan be reasonably expected to have a Partnership Material Adverse Effect: : (Aa) Each of the Partnership and its Subsidiaries has filed when due (taking into account extensions of time for filing) all Tax Returns that are required to be filed by or with respect to Allergan the Partnership or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)Subsidiaries, and all such Tax Returns are true, correct and complete; ; (Bb) Allergan and all Taxes owed by the Partnership or any of its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested ) have been duly and timely paid in good faith through appropriate proceedings full or an adequate reserve for which adequate reserves have the payment of such Taxes has been established in accordance with GAAP on GAAP; (c) there is no Proceeding now pending against the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan Partnership or any of its Subsidiaries have in respect of any Tax or Tax Return, nor has any written adjustment with respect to a Tax Return or written claim for additional Tax been adequately provided for, in accordance with GAAP, in received by the financial statements Partnership or any of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; that is still pending; (Dd) during the last three years, no written claim has been made in writing by a any Tax Authority authority in a jurisdiction where any the Partnership or one of Allergan or its Subsidiaries does do not currently file a Tax Returns Return that the Partnership or such Person Subsidiary is or may be subject to taxation any Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing and received by that jurisdiction; the Partnership; (Ee) there are is no liens outstanding waiver or extension of any applicable statute of limitations for the assessment or collection of Taxes upon any property or assets of Allergan due from the Partnership or any of its Subsidiaries, except for Permitted Liens; ; (Ff) no Tax Authority each of the Partnership and its Subsidiaries has asserted, or threatened complied in writing all respects with all applicable Law relating to assert, a Tax liability the payment and withholding of Taxes and has duly and timely withheld and paid all Taxes required to be withheld in connection with an audit any amounts paid or owing to any employee, creditor, independent contractor or other administrative or court proceeding involving Taxes party; (g) none of Allergan or any of its Subsidiaries; and (G) neither Allergan the Partnership or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by the Partnership or any of its Subsidiaries pursuant to any such agreement or arrangement relating to or any Tax indemnification agreement; (h) none of the apportionment, sharing, assignment Partnership or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more any of its Subsidiaries or (y) customary has been a member of an affiliated group filing a consolidated federal income Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), Return or has any liability for the Taxes of any Person (other than Allergan the Partnership or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor., by contract, or otherwise; (iii) None of Allergan or any the Partnership and each of its Subsidiaries that is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated classified as a foreign corporation partnership for U.S. federal income Tax purposes.tax purposes has in effect a valid election under Section 754 of the Code; (v) As used in this Agreement, (Aj) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of Partnership is properly classified as a tax, imposed by or payable to any federal, state, provincial, local or non-partnership for U.S. Tax Authorityfederal income tax purposes, and includes all not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such since its formation; and (k) each of APL and APL GP is currently (and has been since its respective formation) either (i) properly classified as a partnership for U.S. federal, state, local and non- federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. gross or netfederal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).

Tax Matters. (a) Holdings agrees to indemnify, defend and hold harmless Buyer and its affiliates and their respective directors, officers, partners, employees, agents and representatives from and against any and all Indemnifiable Losses to the extent relating to, resulting from or arising out of: (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are required to be filed by or any Taxes with respect to Allergan any taxable period of the Company or any of its Subsidiaries have been timely filed ending on or before the Closing Date; (taking into account any extension of time within which to file), and all such Tax Returns are true, correct and complete; (Bii) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on any taxable period of the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan Company or any of its Subsidiaries have been adequately provided forbeginning before and ending after the Closing Date (a "Straddle Period") that are allocable pursuant to Section 10.13(b) to the portion of such Straddle Period ending on the Closing Date, but only to the extent that the amount of such allocable Straddle Period Taxes exceeds amounts accrued or reserved for current Taxes (but not deferred Taxes) in the books and records of the Company and its Subsidiaries and in accordance with GAAP, in ; (iii) any Taxes imposed on the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan Company or any of its Subsidiaries is a party attributable to any agreement member of a consolidated or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes combined group (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan the Company or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan which the Company or any of its Subsidiaries is or has been was a member on or prior to the Closing Date and so imposed pursuant to Treasury Regulation Section 1.1502-6(a) or any predecessor or successor thereof or any analogous or similar state, local or foreign Law, including without limitation, any liability for Taxes resulting from an "intercompany transaction" in respect of which gain was deferred pursuant to Treasury Regulations Section 1.1502-13(a)(2) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign law), that occurred on or before the Closing Date, and those certain claims asserted by the Internal Revenue Service arising out of or related to a Revenue Agent's Report issued by the District Director of Internal Revenue at Indianapolis, Indiana (E:QMB) under letter dated October 4, 1999 in respect of Kirtland Indiana, Limited Partnership and the partners thereof; and (iv) any Tax Sharing Agreement in effect on or prior to the Closing Date. Notwithstanding the foregoing, Holdings shall have no indemnification obligations hereunder in respect of any Taxes attributable to any operations, actions or transactions of or with respect to the Company or any of its Subsidiaries which occur or are deemed to occur after the Closing Date. (b) Taxes shall be allocated to the portion of a Straddle Period ending on the Closing Date for purposes of Section 10.13(a)(ii) by closing the books of the Company as of the Closing Date, or where not susceptible to such method of allocation, on the basis of the ratio of the number of elapsed days in the period through the Closing Date to the total number of days in the period; provided, however, that property Taxes whose lien date occurs on or prior to the Closing Date shall be allocated to the portion of the Straddle Period ending on the Closing Date. (c) Buyer will promptly notify Holdings of the commencement of any claim, audit, examination, or other proposed change or adjustment by any taxing authority concerning any Taxes or other Indemnified Losses covered by Section 10.13(a) ("Tax Claim"). Holdings shall control the strategy, defense and settlement of any Tax audit or administrative or court proceeding relating to Taxes of the Company or any of its Subsidiaries subject to indemnification under Section 10.13(a), including but not limited to extension of the applicable statute of limitations, at its own expense; provided, however, that Buyer shall be permitted to participate, at its own expense, in such Tax Claim, audit or administrative or court proceeding to the extent any aspect thereof affects Buyer, the Company or its Subsidiaries, and provided, further, that, no settlement shall be made by Holdings which may reasonably be expected to materially increase the liability of Buyer, the Company or any of its Subsidiaries in a taxable period ending after the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld. Holdings shall promptly notify Buyer in writing if Holdings decides not to participate in the defense of any such Tax Claim, Tax audit or administrative or court proceeding and Buyer thereupon shall be permitted to defend such Tax Claim, Tax audit or proceeding, provided, however, that no settlement shall be made by Buyer without the prior written consent of Holdings, which consent shall not be unreasonably withheld, and Buyer shall keep Holdings duly informed of the progress thereof. Holdings will promptly notify Buyer in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment by any taxing authority which may affect the liability of Buyer, the Company or any of its Subsidiaries for Taxes, Holdings shall keep Buyer duly informed of the progress thereof, and no settlement shall be made thereto without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (d) Any claim for indemnification under Section 10.13(a) may be made at any time prior to the expiration of the applicable Tax statute of limitations with respect to the relevant taxable period (including all periods of extension, whether automatic or permissive). (e) Holdings and its affiliates and the Company and its Subsidiaries shall make appropriate arrangements to settle all amounts due to or due from the Company or any of the Company's Subsidiaries pursuant to any Tax Sharing Agreement on or prior to the Closing Date. After the Closing Date, none of the Company or its Subsidiaries shall be a party to or have any “listed transaction,” further obligations or rights under any Tax Sharing Agreement, which shall be terminated as defined between such parties on the Closing Date. (f) Holdings shall prepare or cause to be prepared, in section 6707A(c)(2a manner consistent with prior practice and in accordance with applicable law, all Tax Returns of the Company and its Subsidiaries with respect to all taxable periods ending on or before the Closing Date and all Seller Consolidated Returns (the "Seller Returns"), and Holdings shall remit (or cause to be remitted) any Taxes due with respect to such Seller Returns. Buyer shall be responsible for (g) None of Buyer, the Company or its Subsidiaries shall file any amended Tax Return which may give rise to a claim for indemnification hereunder without the prior written consent of Holdings, which consent shall not be unreasonably withheld. Holdings shall have authority to make all decisions with respect to matters relating to any Seller Consolidated Return, including, but not limited to, decisions to amend a Seller Consolidated Return, to extend the statutes of limitations with respect to any periods covered by a Seller Consolidated Return, make any election with respect to Seller Consolidated Returns and to concede, settle, compromise or contest any adjustment asserting by a taxing authority with respect to a Seller Consolidated Return; provided, however, that Holdings shall act in a manner consistent with prior practice and in accordance with applicable law; and provided, further, that Holding shall take no action under this clause (g) which may reasonably be expected to materially increase the liability of Buyer, the Company or any of its Subsidiaries in a taxable period ending after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (h) Holding and Buyer will cooperate with one another in connection with the preparation and filing of Seller Returns other than Seller Consolidated Returns and Straddle Returns and for the defense or settlement of any audit or administrative proceeding relating to Taxes and will provide each other with access, at any reasonable time and from time to time, at the business location at which the books and records are maintained, after the Closing Date, to such Tax data relating to the Company or its Subsidiaries as Holdings or Buyer, as the case may be, may from time to time reasonably request (including the relevant portions of Seller Consolidated Returns). (i) Holdings shall be entitled to receive and to retain any and all refunds of Taxes in respect of taxable periods of the Company and its Subsidiaries ending on or before the Closing Date (including any refunds of Taxes arising from a carryback of losses by the Company or its Subsidiaries unless such carryback is attributable to the carryback of any loss incurred by the Company or any of its Subsidiaries after the Closing; provided, however, that there shall be no requirement to carryback any losses imposed under this Agreement) or in respect of Straddle Periods to the extent allocable pursuant to Section 10.13(b) to the portion of such period ending on the Closing Date, net of any loss or Tax imposed in respect of such refund or as a result of circumstances giving rise to or underlying such refund. In the event that Buyer receives any refund (whether through payment, credit or reduction in Taxes) to which Holdings is entitled hereunder, Buyer shall promptly pay, or cause the payment of, such refund of Taxes to Holdings, net of any loss or Tax imposed in respect of such refund or as a result of circumstances giving rise to or underlying such refund. (j) No election shall be made under Section 338(g) or Section 338(h)(10) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 with respect to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) purchase of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 Shares of the Code (or any similar provision of state, local, or non-U.S. Law)Company hereunder. (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (a) Except as set forth on Section 3.14(a) of the Company Disclosure Schedule, (i) Except as has not had the Company and would not reasonably its Subsidiaries have timely filed or caused to be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) filed all Tax Returns that are required to be filed by or with respect to Allergan or any of the Company and its Subsidiaries have been timely filed by the date hereof; (taking into account any extension of time within which to file), and ii) all such Tax Returns are true, correct complete and completeaccurate in all material respects; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (Ciii) all Taxes due and payable by Allergan the Company and its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been paid, and the Company and each of its Subsidiaries has withheld and paid over to the appropriate taxing authority all Taxes which they are required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third party; (iv) the unpaid Taxes of the Company and its Subsidiaries did not as of the date of the most recent financial statements exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet contained in such financial statements (rather than in any notes thereto); (v) neither the Company nor any of its Subsidiaries have has requested or been adequately provided for, in accordance with GAAP, in granted an extension of time for filing any Tax Return which has not yet been filed; (vi) neither the financial statements Company nor any of Allergan and its Subsidiaries for all periods ending on or before has consented to extend to a date later than the date of such financial statementshereof the time in which any Tax may be assessed or collected by any taxing authority; (Dvii) during neither the last three yearsCompany nor any of its Subsidiaries has received written notice of any action, no suit, proceeding, investigation, claim has been made in writing or audit against, or with respect to, any Taxes (including any claim by a Tax Authority taxing authority in a jurisdiction where any of Allergan the Company or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation Taxes assessed by that such jurisdiction); (Eviii) there are no liens Encumbrances for Taxes (other than Encumbrances for Taxes not yet due and payable) upon any property or of the assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan the Company or any of its Subsidiaries; and (Gix) neither Allergan or the Company nor any of its Subsidiaries is has (A) been a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation member of Taxes an Affiliated Group filing a consolidated federal income Tax Return (other than (xa group the common parent of which was the Company) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan or any of the Company and its Subsidiaries) under U.S. Treasury Regulation Section §1.1502-6 (or any similar provision of state, local local, or non-U.S. Law) or foreign law), as a transferee or successor. , by contract, or otherwise; (iix) None of Allergan or neither the Company nor any of its Subsidiaries is will be required to include any item of income in, or has been exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a party result of any (A) change in method of accounting for a taxable period ending on or prior to any the Closing Date; (B) “listed transaction,closing agreement” as defined described in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), §7121 (or any corresponding or similar provision of state, local or non-U.S. Law. (iiiforeign income Tax law) Since January 1, 2017 executed on or prior to the date hereofClosing Date; (C) intercompany transactions or any excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the Closing Date; and (xi) neither Allergan the Company nor any of its Subsidiaries has constituted a “distributing corporation” distributed stock of another Person, or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) has had its stock distributed by another Person, in a distribution of stock transaction that was purported or intended to qualify for tax-free treatment under Section be governed in whole or in part by Code §355 of the or Code (or any similar provision of state, local, or non-U.S. Law)§361. (ivb) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in For purposes of this Agreement, (A) the term “Tax” (including the plural form “Taxes” andshall mean any taxes of any kind whatsoever, including but not limited to those on or measured by or referred to as income, gross receipts, capital, sales, use, ad valorem, franchise, profits, license, estimated, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property, escheat or unclaimed property or windfall profits taxes, together with correlative meaningany interest and any penalties, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties additions to tax or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, additional amounts imposed by any governmental taxing authority, domestic or payable foreign. For purposes of this Agreement, “Tax Return” shall mean any return, declaration, report, claims for refund, information return or statement required to be filed with any governmental taxing authority with respect to Taxes, including any schedule or attachment thereto or amendment thereof filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netTaxes.

Tax Matters. (a) Except as set forth in Section 3.13 of the Muex Xxsclosure Schedule: (i) Except Muex xxs filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as has not had and would not reasonably be expected defined herein) with respect to have, individually or in the aggregate, an Allergan Material Adverse Effect: Taxes (Aas defined herein) of Muex xxd all Tax Returns that were in all material respects true, complete and correct; (ii) all material Taxes with respect to Muex xxve been paid in full or have been provided for in accordance with GAAP on Muex’x xxst recent balance sheet which is part of the Muex XXC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to Allergan or any Muex; (iv) to the knowledge of its Subsidiaries have been timely filed (taking into account any extension Muex xxne of time within which to file), and all such the Tax Returns are true, correct and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters Muex xx currently being contested in good faith through appropriate proceedings audited or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable examined by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its SubsidiariesGovernmental Entity; and (Gv) neither Allergan no deficiency for any income or any of its Subsidiaries is a party other material Taxes has been assessed with respect to any agreement Muex xxich has not been abated or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions paid in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorfull. (iib) None For purposes of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (Ai) the term “Tax” (including the plural form “Taxes” andshall mean all taxes, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines)charges, fees, levies, imposts, duties levies or other similar assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments in the nature or charges of a taxany kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) “Tax Return” shall mean any report, return, documents declaration or payable other information or filing required to be supplied to any federal, state, provincial, local taxing authority or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netjurisdiction with respect to Taxes.

Tax Matters. (a) (i) Except as MPMAC has not timely filed or sent (or has had and would not reasonably be expected to have, individually timely filed or in the aggregate, an Allergan Material Adverse Effect: (Asent on its behalf) all Tax Returns that are returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“MPMAC Returns”), required to be filed or sent by it in respect of any Taxes or with respect required to Allergan be filed or sent by it by any of its Subsidiaries have been timely filed applicable Taxing authority; (taking into account any extension of time within which to file), and ii) all such Tax MPMAC Returns are true, correct complete and completeaccurate in all material respects; (Biii) Allergan and MPMAC has timely paid (or has had timely paid on its Subsidiaries have, within the time and manner prescribed by applicable Law, paid behalf) all Taxes required to be have been paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party it; (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been iv) MPMAC has established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided forMPMAC Latest Balance Sheet, in accordance with GAAP, in reserves that are adequate for the financial statements payment of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statementsany Taxes not yet paid; (Dv) during MPMAC has complied with all applicable laws, rules, and regulations relating to the last three yearscollection or withholding of Taxes from third parties (including without limitation employees) and the payment thereof (including, no claim has been made in writing by a Tax Authority in a jurisdiction where without limitation, withholding of Taxes under Sections 1441 and 1442 of the Code, or similar provisions under any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; foreign laws). (Eb) To MPMAC’s Knowledge, there are no liens for Taxes upon any property or assets of Allergan or any of its SubsidiariesMPMAC, except liens for Permitted Liens; Taxes not yet due. (Fc) No deficiency for any Taxes has been asserted, assessed or, to MPMAC’s Knowledge, proposed against MPMAC that has not been finally resolved or that is not being contested in good faith. No waiver, extension or comparable consent given by MPMAC regarding the application of the statute of limitations with respect to any Taxes or MPMAC Returns is outstanding, nor is any request for any such waiver or consent pending. There has been no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative proceeding or court proceeding involving with regard to any Taxes or MPMAC Returns, nor is any such Tax audit or other proceeding pending, nor has there been any notice to MPMAC by any Taxing authority regarding any such Tax audit or other proceeding, or, to the Knowledge of MPMAC, is any such Tax audit or other proceeding threatened with regard to any Taxes or MPMAC Returns. MPMAC does not expect the assessment of any additional Taxes of Allergan MPMAC for any period prior to the date hereof and has no Knowledge of any unresolved questions, claims or any disputes concerning the liability for Taxes of MPMAC which would exceed the estimated reserves established on its Subsidiaries; books and records. (Gd) neither Allergan or any of its Subsidiaries MPMAC is not a party to any agreement agreement, contract or arrangement relating that would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by MPMAC not to be deductible (in whole or in part) under Section 280G of the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are Code. MPMAC is not primarily related to Taxes), or has any liability liable for Taxes of any other Person, and is not currently under any contractual obligation to indemnify any Person (other than Allergan with respect to Taxes, or a party to any Tax sharing agreement or any other agreement providing for payments by MPMAC with respect to Taxes. MPMAC is not a party to any joint venture, partnership or other arrangement or contract which could be treated as a partnership for federal income Tax purposes. MPMAC has not agreed and is not required, as a result of its Subsidiaries) a change in method of accounting or otherwise, to include any adjustment under U.S. Treasury Regulation Section 1.1502-6 481 of the Code (or any similar corresponding provision of state, local or non-U.S. Lawforeign law) in Taxable income. MPMAC will not be required to include any item of income in Taxable income for any Taxable period (or portion thereof) ending after the Closing Date as a transferee result of any (i) prepaid amount received on or successor. prior to the Closing Date, or (ii) None “closing agreement” described in Section 7121 of Allergan the Code (or any similar or corresponding provision of its Subsidiaries any other Tax law). MPMAC has no property, sales or payroll in any state creating a Tax nexus. No claim has ever been made by a Taxing authority in a jurisdiction where MPMAC does not currently file MPMAC Returns that MPMAC is or has been a party may be subject to Tax imposed by that jurisdiction. There are no advance rulings in respect of any Tax pending or issued by any Taxing authority with respect to any “listed transaction,” as defined in section 6707A(c)(2) Taxes of MPMAC. MPMAC has not entered into any gain recognition agreements under Section 367 of the Code and Treasury Regulation Section 1.6011-4(b)the regulations promulgated thereunder. MPMAC is not liable with respect to any indebtedness the interest of which is not deductible for applicable federal, foreign, state or any similar provision of state, local or non-U.S. Lawincome Tax purposes. (iiie) Since January 1, 2017 to the date hereof, MPMAC has been neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or nor a “controlled corporation” (within the meaning of Section 355(a)(l)(A) 355 of the Code) in a distribution of stock intended to qualify qualifying for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law)Code. (ivf) Allergan isMPMAC has not requested any extension of time within which to file any MPMAC Return, and at all times which return has not since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposesbeen filed. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (a) Each of the TGE Entities has: (i) Except as timely filed (or has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (Aobtained extensions with respect to) all income Tax Returns that are and other material Tax Returns required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within through the date hereof, which to file), and all such Tax Returns are truecomplete and correct in all material respects; (ii) timely paid in full all material Taxes owed by such entity which have become due, correct and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters other than those which are being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on GAAP; and (iii) timely withheld, collected or deposited all material Taxes required to have been withheld, collected or deposited by such entity, as the financial statements of Allergan case may be, and its Subsidiaries; to the extent required, timely paid such amounts to the relevant Tax Authority. (Cb) all Taxes due and payable by Allergan There is no material action, suit, proceeding, investigation, audit, dispute or claim concerning any Tax Return or any material amount of its Subsidiaries have been adequately provided for, in accordance with GAAP, in Taxes of any of the financial statements of Allergan and its Subsidiaries for all periods ending on TGE Entities either claimed or before the date of such financial statements; (D) during the last three years, no claim has been made in writing raised by a any Tax Authority in writing. (c) Each of the TGE Entities that is classified as a jurisdiction where any partnership for U.S. federal income Tax purposes has made an election pursuant to Section 754 of Allergan or its Subsidiaries does not file Tax Returns that the Code, and such Person election is or may be subject to taxation by that jurisdiction; currently in effect. (Ed) there There are no liens outstanding agreements or waivers extending the applicable statutory periods of limitation for any material Taxes upon associated with the TGE Entities. (e) Except for any property agreements between or assets of Allergan or any of its Subsidiariesamong the TGE Entities, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries TGE Entity is a party to any Tax sharing agreement or arrangement relating to Tax indemnity agreement, excluding for the apportionment, sharing, assignment or allocation avoidance of doubt any agreement in which Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily the primary subject of the agreement, nor does any TGE Entity have any material continuing obligations under such agreements. No power of attorney related to Taxes)Taxes which will be in effect after the Closing has been granted by any TGE Entity. None of the TGE Entities has ever been a member of an affiliated group filing a consolidated U.S. federal income Tax return, or has any and the TGE Entities have no liability for the Taxes of any Person (other than Allergan or any of its Subsidiaries) Person, whether under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state6, local or non-U.S. Law) or as a transferee or successor, by Contract or otherwise. (iif) None of Allergan or any of its Subsidiaries is or No TGE Entity has been a party to any a transaction that is a “listed reportable transaction,” as such term is defined in section 6707A(c)(2) of the Code and Treasury Regulation Regulations Section 1.6011-4(b4(b)(1), or any similar provision of state, local or non-U.S. Law. (iiig) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries TGE has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (or any similar provision within the meaning of state, local, or non-U.S. Law)Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (ivh) Allergan is, TE and at all times each Subsidiary of TE is currently (and has been since its formation respective formation) either (i) properly classified as a partnership for U.S. federal income Tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income Tax purposes in accordance with Treasury Regulations Section 301.7701-3. Neither TE nor any Subsidiary of TE that is a partnership or a limited liability company has been, properly elected to be treated as a foreign corporation for U.S. federal income Tax purposes. Schedule 4.8(h) sets forth the U.S. federal income tax classification of each TGE Entity. (vi) As used TGE is, and has properly elected to be, classified as an association taxable as a corporation in accordance with Treasury Regulations Section 301.7701-3. (j) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (A) this Section 4.8 contains the term “Tax” (including sole and exclusive representations and warranties with respect to Tax matters regarding the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netTGE Entities.

Tax Matters. (i) Except as has not had and for any such matter that would not reasonably be expected to have, individually or in the aggregate, an Allergan a TMLP Material Adverse Effect: : (Aa) all Tax Returns that are required to be filed by or with respect to Allergan or any TMLP and each of its Subsidiaries (i) have been prepared in good faith and duly and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them with the appropriate Governmental Entity and all such filed Tax Returns are true, correct complete and completeaccurate; (Bii) Allergan have paid all Taxes that are required to be paid except for Taxes being contested in good faith and its Subsidiaries have, within the time for which adequate accruals or reserves have been established; (iii) have withheld and manner prescribed by applicable Law, paid all Taxes required to be have been withheld and paid by in full in all respects; (iv) have complied with all information reporting (and related withholding) and related record retention requirements; and (v) have not waived any statute of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except limitations with respect to matters being contested in good faith through appropriate proceedings Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. -45- US-DOCS\87676517.23 (b) There are no Liens for which adequate reserves have been established in accordance with GAAP Taxes (except Permitted Liens) on any of the financial statements assets of Allergan and TMLP or any of its Subsidiaries; . (Cc) all There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes due and payable by Allergan or Tax matters of TMLP or any of its Subsidiaries. (d) There is no written claim against TMLP or any of its Subsidiaries have been adequately provided forfor any Taxes, in accordance with GAAPand no assessment, in the financial statements of Allergan and its Subsidiaries for all periods ending on deficiency or before the date of such financial statements; (D) during the last three years, no claim adjustment has been made asserted, proposed, or threatened in writing by a with respect to any Tax Authority in a jurisdiction where any Return of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject with respect to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan TMLP or any of its Subsidiaries, except for Permitted Liens; . (Fe) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes None of Allergan or any of its Subsidiaries; and (G) neither Allergan TMLP or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by TMLP or any of its Subsidiaries pursuant to any such agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes any Tax indemnification agreement (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions Taxes arising in ordinary course commercial agreements that are arrangements not primarily related to Taxes). (f) None of TMLP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or foreign law) or has any liability for the Taxes of any Person (other than Allergan TMLP or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor, by contract, or otherwise (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes). (iig) None Each of Allergan or TMLP and any of its Subsidiaries that is or classified as a partnership for U.S. federal tax purposes has in effect a valid election under Section 754 of the Code. (h) TMLP is currently (and has been since its formation) either (i) properly classified as a party partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to any Treasury Regulation Section 301.7701-3(b). (i) Each Subsidiary of TMLP, other than Tesoro Logistics Finance Corp. and QEP Midstream Partners GP, LLC, is currently (and has been since its respective acquisition by TMLP) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b). (j) At least 90% of the gross income of TMLP for each taxable year since its formation through and including the current taxable year has been “listed transaction,qualifying income” as defined in section 6707A(c)(2within the meaning of Section 7704(d) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. LawCode. (iiik) Since January 1, 2017 to the date hereof, neither Allergan Neither TMLP nor any of its Subsidiaries has constituted a “distributing corporation” taken or a “controlled corporation” (within agreed to take any action that would prevent the meaning Merger from qualifying for the Intended Tax Treatment. Neither TMLP nor any of Section 355(a)(l)(A) its Subsidiaries is aware of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of stateagreement, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties plan or other similar assessments in circumstance that would prevent the nature of a tax, imposed by or payable to any federal, state, provincial, local or nonMerger from qualifying for the Intended Tax Treatment. US-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netDOCS\87676517.23

Tax Matters. (i) Except as has not had and for any such matter that would not reasonably be expected to have, individually or in the aggregate, an Allergan a WMLP Material Adverse Effect: : (Aa) all Tax Returns that are required to be filed by or with respect to Allergan or any WMLP and each of its Subsidiaries (i) have been prepared in good faith and duly and timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them with the appropriate Governmental Entity and all such filed Tax Returns are true, correct complete and completeaccurate; (Bii) Allergan have paid all Taxes that are required to be paid except for Taxes being contested in good faith and its Subsidiaries have, within the time for which adequate accruals or reserves have been established; (iii) have withheld and manner prescribed by applicable Law, paid all Taxes required to be have been withheld and paid by in full in all respects; (iv) have complied with all information reporting (and related withholding) and related record retention requirements; and (v) have not waived any statute of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except limitations with respect to matters being contested in good faith through appropriate proceedings Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (b) There are no Liens for which adequate reserves have been established in accordance with GAAP Taxes (except Permitted Liens) on any of the financial statements assets of Allergan and WMLP or any of its Subsidiaries; . (Cc) all There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes due and payable by Allergan or Tax matters of WMLP or any of its Subsidiaries. US-DOCS\87676517.23 (d) There is no written claim against WMLP or any of its Subsidiaries have been adequately provided forfor any Taxes, in accordance with GAAPand no assessment, in the financial statements of Allergan and its Subsidiaries for all periods ending on deficiency or before the date of such financial statements; (D) during the last three years, no claim adjustment has been made asserted, proposed, or threatened in writing by a with respect to any Tax Authority in a jurisdiction where any Return of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject with respect to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan WMLP or any of its Subsidiaries, except for Permitted Liens; . (Fe) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes None of Allergan or any of its Subsidiaries; and (G) neither Allergan WMLP or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by WMLP or any of its Subsidiaries pursuant to any such agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes any Tax indemnification agreement (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions Taxes arising in ordinary course commercial agreements that are arrangements not primarily related to Taxes). (f) None of WMLP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or foreign law) or has any liability for the Taxes of any Person (other than Allergan WMLP or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor, by contract, or otherwise (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes). (iig) None Each of Allergan or WMLP and any of its Subsidiaries that is or classified as a partnership for U.S. federal tax purposes has in effect a valid election under Section 754 of the Code. (h) WMLP is currently (and has been since its formation) either (i) properly classified as a party partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to any Treasury Regulation Section 301.7701-3(b). (i) Each Subsidiary of WMLP, other than WNRL Finance Corp., WNRL Energy GP LLC and Western Refining Product Transport, LLC, is currently (and has been since its respective acquisition by WMLP) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b). (j) At least 90% of the gross income of WMLP for each taxable year since its formation through and including the current taxable year (ending on the Closing Date) has been “listed transaction,qualifying income” as defined in section 6707A(c)(2within the meaning of Section 7704(d) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. LawCode. (iiik) Since January 1, 2017 to the date hereof, neither Allergan Neither WMLP nor any of its Subsidiaries has constituted a “distributing corporation” taken or a “controlled corporation” (within agreed to take any action that would prevent the meaning Merger from qualifying for the Intended Tax Treatment. Neither WMLP nor any of Section 355(a)(l)(A) its Subsidiaries is aware of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of stateagreement, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties plan or other similar assessments in circumstance that would prevent the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Merger from qualifying for the Intended Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netTreatment.

Tax Matters. (a) (i) Except as Each Group Party has not had duly and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) timely filed all material Tax Returns that which are required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and complete; (B) Allergan complete and its Subsidiaries have, within the time accurate in all material aspects and manner prescribed by applicable Law, paid disclose all Taxes required to be paid paid; (iii) except as set forth on Schedule 4.25, all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending or proposed or, to the best Knowledge of the Group Parties, threatened, with respect to Taxes of the Group Parties or for which a Lien (except for Permitted Liens) may be imposed upon any of themthe Group Parties’ assets and, including to the best Knowledge of the Warrantor, no basis exists therefor; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Group Parties for which a Lien may be imposed on any of the Group Parties’ assets has been waived or extended, which waiver or extension is in effect; (vi) each Group Party has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all material Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by a Group Party; (vii) there is no Lien for Taxes (other than Permitted Liens) upon any of the assets of the Group Parties; (viii) there is no outstanding request for a ruling from amounts owing to any employeeTaxing Authority, creditorrequest for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or third party (in each caseclosing agreement, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its SubsidiariesGroup Parties; (Cix) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has ever been made in writing by a Tax Taxing Authority in a jurisdiction where such Group Party has not paid any of Allergan Tax or its Subsidiaries does not file filed Tax Returns Returns, asserting that such Person the Group Party is or may be subject to taxation by that Tax in such jurisdiction; (Ex) the Group Parties have provided to the Acquiror true, complete and correct copies of all Tax Returns relating to, and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to, any taxable period ending after December 31, 2018; (xi) there are is no liens for Taxes upon any property or assets outstanding power of Allergan or any attorney from the Group Parties authorizing anyone to act on behalf of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability the Group Parties in connection with an audit any Tax, Tax Return or other administrative Action relating to any Tax or court proceeding involving Taxes Tax Return of Allergan or the Group Parties; (xii) any of its Subsidiaries; Group Party is not, and (G) neither Allergan or any of its Subsidiaries is has ever been, a party to any Tax sharing or Tax allocation Contract (other than a commercial agreement the primary purpose of which is not the sharing of Taxes); (xiii) any Group Party is not currently and has never been included in any consolidated, combined or arrangement unitary Tax Return; (xiv) to the Knowledge of the Warrantor, no issue has been raised by a Taxing Authority in any prior Action relating to the apportionmentGroup Parties with respect to any Tax for any period which, sharingby application of the same or similar principles, assignment or allocation could reasonably be expected to result in a proposed Tax deficiency of Taxes the Group Parties for any other period; and (other than (xxv) an agreement or arrangement solely between or among Allergan and/or one or more no Group Party has requested any extension of its Subsidiaries or (y) customary time within which to file any Tax indemnification provisions in ordinary course commercial agreements that are Return, which Tax Return has since not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorbeen filed. (b) The unpaid Taxes of the Group Parties (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the TAG Financial Statements and (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) the Knowledge of the Code Group Parties, will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) practice of the Code) Group Parties in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law)filing its Tax Return. (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as has not had and would not reasonably be expected to haveto, individually or in the aggregate, an Allergan have a Material Adverse Effect: : (Aa) all Tax Returns that are required to be filed by or with respect to Allergan or any the Company and each of its Subsidiaries (i) have been timely filed (taking into account any extension of time within which to file), ) all Tax Returns required to be filed by any of them with the appropriate Taxing Authority and all such filed Tax Returns are true, correct and complete; , (Bii) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes that are required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax ReturnReturns), except and (iii) have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, shareholder, creditor, independent contractor or third party (each as determined for Tax purposes), except, in each case of clauses (i) through (iii), with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on GAAP; (b) as of the financial statements of Allergan and its Subsidiaries; (C) all date hereof, no deficiency with respect to any Taxes due and payable by Allergan has been proposed, asserted or assessed in writing against the Company or any of its Subsidiaries have been adequately provided forthat remains unpaid, and there are no pending or, to the Knowledge of the Company, threatened in accordance with GAAP, in writing Proceedings regarding any Taxes of the financial statements of Allergan Company and its Subsidiaries for all periods ending on or before Subsidiaries; (c) within the date of such financial statements; past six (D6) during the last three years, no claim neither the Company nor any of its Subsidiaries has been made informed in writing by a Tax any Taxing Authority in a jurisdiction where that such Taxing Authority believes that the Company or any of Allergan or its Subsidiaries does was required to file any income or franchise Tax Return that was not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; filed; (Ed) there are no liens Encumbrances for Taxes upon (other than any property Permitted Encumbrance) on any of the properties or assets of Allergan the Company or any of its Subsidiaries, except for Permitted Liens; ; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (Ge) neither Allergan or the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than any such agreement or arrangement (x) an agreement or arrangement solely between or among Allergan the Company and/or one or more of its Wholly Owned Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to TaxesTaxes and entered into in the ordinary course of business), ; (f) neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is or was the Company or one of its Subsidiaries) or (ii) has any obligation or liability for the Taxes of any Person person (other than Allergan the Company or any of its Subsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.; (iig) None of Allergan or neither the Company nor any of its Subsidiaries is has, in the past two (2) years, distributed shares of another Person, or has been had shares of its stock distributed by another Person, in a party transaction that was purported or intended to any “listed transaction,” as defined be governed in section 6707A(c)(2) whole or in part by Sections 355 or 361 of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law.Code; and (iiih) Since January 1, 2017 to neither the date hereof, neither Allergan Company nor any of its Subsidiaries has constituted participated in a “distributing corporationlisted transaction” or a “controlled corporation” (within the meaning of Treasury Regulations Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax1.6011-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law4(b). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Cyclone Material Adverse Effect: : (Ai) all Tax Returns that are required to be filed by or with respect to Allergan Cyclone or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct complete and complete; accurate; (Bii) Allergan Cyclone and its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid due and owing by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, creditor or third party (in each case, whether or not shown on any Tax Return), except with respect to matters other than Taxes that are being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP IFRS on the financial statements of Allergan Cyclone and its Subsidiaries; ; (Ciii) all Taxes due and payable by Allergan there is no pending or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made threatened in writing by a Tax Authority in a jurisdiction where any material audit, examination, investigation or other proceeding with respect to any Taxes of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan Cyclone or any of its Subsidiaries, except for Permitted Liens; ; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (Giv) neither Allergan or Cyclone nor any of its Subsidiaries is a party has waived any statute of limitations with respect to Taxes or agreed to any agreement extension of time with respect to a Tax assessment or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.deficiency; (iiv) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Cyclone nor any of its Subsidiaries has constituted a “"distributing corporation” " or a “"controlled corporation” " (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law).; (ivvi) Allergan isno claim has been made in writing by a tax authority in a jurisdiction where any of Cyclone or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (vii) neither Cyclone nor any of its Subsidiaries will be required to include any item of income in, and at all times since its formation has beenor exclude any item of deduction from, properly treated taxable income for any taxable period (or portion thereof) ending after the Closing Date as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, result of (A) any installment sale or open transaction disposition made on or prior to the term “Tax” Closing Date, (including B) any prepaid amount received on or prior to the plural form “Taxes” andClosing Date, with correlative meaning, (C) any "closing agreement," as described in Section 7121 of the terms “Taxable” and “Taxation”) means Code (or any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature corresponding provision of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authorityincome tax law) entered into on or prior to the Closing Date, and includes all U.S. federal, (D) any "gain recognition agreement" or "domestic use election" (or analogous concepts under state, local and non- or foreign income Tax Law) or (E) a change in the method of accounting for a period ending prior to or including the Closing Date; (viii) none of Cyclone or any of its Subsidiaries is a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related to Taxes) or has any liability for Taxes of any Person (in each case, other than Cyclone or any of its Subsidiaries) under U.S. gross Treasury Regulations Section 1.1502-6 (or netany similar provision of state, local, or non-U.S. Law) or as transferee or successor; (ix) there are no Liens for Taxes upon any property or assets of Cyclone or any of its Subsidiaries, except for Cyclone Permitted Liens; and (x) neither Cyclone nor any of its Subsidiaries has entered into any "listed transaction" within the meaning of U.S. Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law). (b) This Agreement (including any exhibits hereto) sets forth the complete terms of the Merger. Neither Cyclone nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Tax Matters. (a) Xxxx and each member of the Xxxx Group, to the best of its knowledge, has always complied with all Tax regulations applicable to it in all jurisdictions in which it operates or has operated or otherwise had or has a presence; and (b) Xxxx and each member of the Xxxx Group has, to the best of its knowledge, duly and timely: (i) Except as has not had prepared and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) filed all Tax Returns that are returns required to be filed by or it with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)the appropriate Regulatory Authority and, and all such Tax Returns returns are true, complete and correct in all material respects; (ii) duly and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, timely paid all Taxes due; (iii) satisfied its obligations regarding the conservation of documents and holds (or has access to) all appropriate documents which could be required by the relevant Regulatory Authority to be paid justify its basis for assessment in relation to Taxes and its Tax filings; (iv) withheld all taxes and other amounts required by any of them, including any Taxes required law to be withheld from by it and has duly and timely remitted to the appropriate Regulatory Authority such Taxes and other amounts owing required by law to be remitted by it; (v) collected all amounts on account of sales or transfer taxes, including goods and services, stamp duty, harmonised sales and provincial or territorial sales taxes, required by law to be collected by it and has duly and timely remitted to the appropriate Regulatory Authority any employeesuch amounts required by law to be remitted by it; and (vi) the charges, creditor, accruals and reserves for taxes reflected in the Xxxx Financial Statements (whether or third party (in each case, not due and whether or not shown on any Tax Return)tax return but excluding any provision for deferred income taxes) are, except in the opinion of Xxxx, adequate under applicable accounting principles to cover taxes with respect to matters being contested in good faith through appropriate proceedings or Xxxx and each member of the Xxxx Group for which adequate reserves have been established in accordance with GAAP on the financial statements periods covered thereby; (c) Xxxx and each member of Allergan and its Subsidiaries; the Xxxx Group confirms that: (Ci) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries it does not file have any Tax Returns return that such Person is currently under audit or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has assertedexamination, or threatened in writing to assert, is the subject of an appeal or dispute with a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.Regulatory Authority; (ii) None it does not have knowledge of Allergan or any a proposed reassessment of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law.Tax return by a Regulatory Authority; and (iii) Since January 1, 2017 to it has not waived the date hereof, neither Allergan nor statute of limitations for any of its Subsidiaries has constituted a “distributing corporation” Tax or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable agreed to any federalextension of time for a Tax assessment or deficiency which extension, state, provincial, local waiver or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netagreement is still in effect;

Tax Matters. (ia) Except as has not had The Company and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: each of its subsidiaries (A) all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have been prepared in good faith and duly and timely filed (taking into account any extension of time within which to file), ) all income and other material Tax Returns (as defined below) required to be filed by any of them and all such Tax Returns are true, correct complete and completeaccurate in all material respects; (B) Allergan have duly and its Subsidiaries have, within the time and manner prescribed by applicable Law, timely paid all material Taxes (as defined below) that are required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown as due on any Tax Return), except with respect to matters being contested in good faith through by appropriate proceedings or and for which adequate reserves have been established provided in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements contained in the SEC Reports; and (C) have not waived any statute of Allergan limitations with respect to material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency (other than as a result of obtaining an extension of time within which to file a Tax Return). (b) The financial statements contained in the SEC Reports reflect an adequate reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) for all material Taxes payable by the Company and its Subsidiaries subsidiaries for all taxable periods ending on or before and portions thereof through the date of such financial statements; (D) during . To the knowledge of the Company, the Taxes payable by the Company and the subsidiaries of the Company since the date of the financial statements contained in the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any SEC Reports through the Closing Date with respect to all taxable periods and portions thereof through the Closing Date will not materially exceed such reserve as adjusted through the Closing Date for the passage of Allergan or time and ordinary course business operations of the Company and its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; subsidiaries. (Ec) there There are no liens for Taxes upon any property pending material Tax audits, examinations, investigations or assets of Allergan other proceedings with respect to the Company or any of its Subsidiariessubsidiaries, except for Permitted Liens; (F) and no Tax Authority has assertedsuch material audits, investigations or proceedings have been threatened in writing to assert, a Tax liability writing. (d) There are no material Liens on any of the assets of the Company or any subsidiary that arose in connection with an audit any failure (or alleged failure) to pay any Tax, other administrative than for Taxes that are not yet due and payable or court for Taxes that are being contested in good faith by appropriate proceeding involving Taxes of Allergan or and for which adequate reserves have been provided in accordance with GAAP. (e) Neither the Company nor any of its Subsidiaries; and subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4. (Gf) neither Allergan or Neither the Company nor any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes subsidiaries (other than (xA) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan the Company or any of its Subsidiariessubsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. foreign Law, (B) is a party to or as a transferee bound by any Tax sharing agreement, Tax allocation agreement or successor. Tax indemnity agreement (ii) None other than those contained in commercial agreements or contracts not primarily related to Tax and entered into in the ordinary course of Allergan business or any agreement among or between only the Company and/or any of its Subsidiaries is subsidiaries) or (C) has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of in a transaction intended to be governed by Section 355(a)(l)(A) 355 of the CodeCode in the two-year period ending on the date of this Agreement. (g) Within the past six (6) years, no claim has been made by a Governmental Entity in a distribution jurisdiction where the Company or any of stock intended its subsidiaries does not file a type of Tax Return that the Company or any subsidiary is or may be subject to qualify for tax-free treatment material amounts of taxation by, or is required to file any material Tax Return in, that jurisdiction. (h) No closing agreements, private letter rulings, technical advance memoranda or similar agreements or rulings have been entered into or issued by any Tax authority with respect to the Company or any subsidiary. (i) All material Taxes required to be withheld, collected or deposited by or with respect to the Company and each subsidiary of the Company have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Tax authority. (j) Neither the Company nor any subsidiary of the Company will be required to include material amounts in income, or exclude material items of deduction, in a taxable period ending after the Closing Date as a result of (i) a change in method of accounting occurring prior to the Closing Date, (ii) an installment sale or open transaction arising in a taxable period (or portion thereof) ending on or before the Closing Date, (iii) a prepaid amount received outside the ordinary course of business, prior to the Closing Date, (iv) any intercompany transactions occurring prior to the Closing Date or any excess loss account described in Treasury Regulations under Section 355 1502 of the Code that exists as of the Closing Date, (v) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, locallocal or foreign Law) executed prior to the Closing Date, (vi) an election under Section 108(i) of the Code or non-U.S. Law)(vii) an election under Section 965(h) of the Code. (ivk) Allergan is, and at all times since its formation Neither the Company nor any subsidiary of the Company has been, properly treated as a foreign corporation for U.S. federal income permanent establishment (within the meaning of an applicable Tax purposestreaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized. (vl) As used in For purposes of this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net:

Tax Matters. (a) The Seller is the common parent of an affiliated group of corporations (within the meaning of Section 1504(a) of the Code) eligible to file consolidated federal Income Tax Returns, of which each of the U.S. Companies is a member. Except as otherwise stated or disclosed in Schedule 3.13(a), from January 1, 2001 through the Closing Date, the Seller has included (or, with respect to the taxable year ending on the Closing Date, will include) each of the U.S. Companies in its consolidated federal Income Tax Return as a member of the affiliated group of which the Seller is the common parent. (b) Except as otherwise stated or disclosed in Schedule 3.13(b), (i) Except as has not had and would not reasonably be expected for all periods ending on or prior to havethe Closing Date during which a Subsidiary was a member of the Minerals Group, individually such Subsidiary filed (or joined in the aggregate, an Allergan Material Adverse Effect: filing of) when due (Aafter taking into account all properly requested extensions) all material Tax Returns that are required by Applicable Law to be filed by or with respect to Allergan or any of its Subsidiaries such Subsidiary and all Taxes shown to be due on such Tax Returns have been timely filed paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing or after taking into account any extension of time within which to file), and all such changes thereto reflected on any amended Tax Returns are true, correct and completeReturns; (Biii) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required of the members of the Minerals Group relating to all periods ending on or prior to the Closing Date for which the members of the Minerals Group may be paid by liable (other than any of themliability under Treasury Regulations Section 1.1502-6 or any analogous state, including any Taxes required to be withheld from amounts owing to any employee, creditor, local or third party (in each caseforeign law or regulation), whether or not shown on any Tax Return), if required to have been paid, have been paid (except with respect to matters for Taxes which are being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries that have been adequately provided for, for in the Audited Financial Statements or interim Financial Statements in accordance with Group GAAP, in ); (iv) the financial statements statute of Allergan and its Subsidiaries limitations for tax years of the U.S. Companies has closed for all periods years ending on or before the date of such financial statementsprior to January 1, 2001; (Dv) during to the last three yearsKnowledge of the Company, there is no action, suit, proceeding, investigation, audit or claim now pending against, or with respect to, the members of the Minerals Group in respect of any Tax or assessment, nor has any claim for additional Tax or assessment been asserted in writing by any Taxing Authority; (vi) since January 1, 2001 for the U.S. Companies and since the applicable period in which the applicable statute of limitations remains open for each International Company, no claim has been threatened or made by any Taxing Authority in writing by a Tax Authority in a jurisdiction where any a member of Allergan or its Subsidiaries the Minerals Group does not currently file a Tax Returns Return that such Person it is or may be subject to taxation Tax by that such jurisdiction; (Evii) there are is no liens outstanding request for any extension of time within which to pay any Taxes; (viii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the members of the Minerals Group and no power of attorney granted by or with respect to the members of the Minerals Group for Taxes upon any property or assets is currently in force; moreover, no closing agreement pursuant to Section 7121 of Allergan the Code (or any predecessor provision) or any similar provision of its Subsidiariesany state, except local or foreign law has been entered into by or with respect to the members of the Minerals Group that could affect the liability of the members of the Minerals Group for Permitted Liensany period after the Closing; (Fix) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes property of Allergan or any of its Subsidiariesthe U.S. Companies is "tax-exempt use property" within the meaning of Section 168(h) of the Code; and (G) neither Allergan or any no member of its Subsidiaries the Minerals Group is a party to any agreement other than with the Seller, whether written or arrangement relating unwritten, providing for the payment of Taxes, payment for Tax losses, entitlement to the apportionment, sharing, assignment refunds or allocation of similar Tax matters; (x) no ruling with respect to Taxes (other than a request for determination of the status of a Company Plan) has been requested by or on behalf of the members of the Minerals Group that could affect the liability of the members of the Minerals Group for any period after the Closing; (xxi) the members of the Minerals Group have withheld and paid all Taxes required to be withheld in connection with any material amounts paid or owing to any employee, creditor, independent contractor or other Person, (xii) none of the International Companies that are eligible for benefits under an agreement or arrangement solely income tax treaty between or among Allergan and/or one or more the United States and the applicable foreign jurisdiction has a "permanent establishment" in the United States, as that term is defined in the applicable treaty, and none of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements the International Companies that are not primarily related to Taxes), eligible for benefits under such a treaty are engaged in a trade or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of business within the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” United States (within the meaning of Section 355(a)(l)(A864(b) of the Code; and (xiii) in a distribution none of stock intended to qualify for tax-free treatment under Section 355 Seller or any of the Code (or U.S. Companies has ever engaged in any similar provision of state, localtransaction that is the same as, or nonsubstantially similar to, a transaction that would be a "reportable transaction" for purposes of Treasury Regulations Section 1.6011-U.S. Law4(b) (including any transaction which the IRS has determined to be a "listed transaction" for purposes of Treasury Regulations Section 1.6011-4(b)(2)). (ivc) Allergan isSchedule 3.13(c) sets forth all jurisdictions in which a favorable Tax regime directly resulting from a Tax holiday granted to, or a Tax ruling applied for by or on behalf of any of the U.S. Companies or International Companies is in place with respect to any of the U.S. Companies and at all times since its formation has beenInternational Companies, properly treated as a foreign corporation for U.S. federal income including any conditions required to maintain the benefit of such favorable Tax purposesregime. (vd) As used For purposes of the representations in this AgreementSection 3.13 and in applying Article X, notwithstanding any provision of this Agreement to the contrary, each of World Minerals Luxembourg S.a.r.l., World Minerals Italia, S.r.l., Celite B.V. (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or finesLuxembourg), feesWorld Minerals Espana S.L., leviesEuroperlite B.V. (Luxembourg), impostsWorld Minerals Italiana, duties or other similar assessments in S.r.l., Harborlite France, S.A. and Celite France, S.A., during the nature of a tax, imposed by or payable period an election was effective pursuant to any federal, state, provincial, local or nonTreasury Regulation Section 301.7701-U.S. Tax Authority3(c), and includes all World Minerals Americas LLC B.V., during the period it was a dual resident company, shall be treated as if such International Company were also a U.S. federal, state, Company in addition to their status in their respective local and non- U.S. gross or netjurisdictions.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havebe, individually or in the aggregate, an Allergan Material Adverse Effect: (A) material to the Company and its Subsidiaries, taken as a whole, all Tax Returns that are required to be filed by or with respect to Allergan or any of the Company or its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct complete, and complete; (B) Allergan accurate and have been prepared in material compliance with applicable Law and each of the Company and its Subsidiaries have, within the time and manner prescribed by applicable Law, has timely paid all Taxes required to be paid due and owing by any of themit, including any Taxes required to be withheld from amounts owing to to, or collected from, any employee, existing or previous shareholder, creditor, or other third party (in each case, whether or not shown on any Tax Return), except with respect to matters other than Taxes being contested in good faith through appropriate proceedings by the Company or its Subsidiaries and for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan the Company and its Subsidiaries; . (Cb) all Neither the Company nor any Subsidiary of the Company has incurred any material liability for Taxes due and payable since the date of the Most Recent Balance Sheet outside of the ordinary course of business. (i) No deficiencies for material amounts of Taxes have been claimed, proposed or assessed by Allergan any Governmental Entity in writing against the Company or any of its Subsidiaries except for deficiencies which have been adequately provided forfully satisfied by payment, settled or withdrawn; (ii) there is no ongoing, pending or threatened (in accordance writing) audit, examination, investigation or other proceeding with GAAP, in respect to any material amounts of Taxes of the financial statements Company or any of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; and (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (Eiii) there are no liens for waivers or extensions of any statute of limitations currently in effect with respect to material Taxes upon any property or assets of Allergan the Company or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (iid) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of Neither the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 355(a) of the Code (or any similar provision of state, local, or non-U.S. Law) in the two (2) years prior to the date of this Agreement. (e) Neither the Company nor any of its Subsidiaries (i) has been a member of a consolidated, combined or unitary tax group other than a group of which the Company or one of its Subsidiaries has been the common parent or (ii) has any liability for material Taxes of any other person (other than the Company or one of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor under applicable Law, by Contract (other than agreements entered into in the ordinary course of business, the primary purpose of which is unrelated to Tax) or otherwise by operation of Law. (f) Neither the Company nor any of its Subsidiaries is a party to or bound by any material Tax allocation, indemnification, or sharing agreement (other than (i) agreements entered into in the ordinary course of business, the primary purpose of which is unrelated to Tax, and (ii) any agreement solely between or among any of the Company and any of its Subsidiaries) or any material closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law). (ivg) Allergan isThere are no Liens for Taxes upon any property or assets of the Company or its Subsidiaries, and at all times since its formation has been, properly treated as a foreign corporation except for U.S. federal income Tax purposesPermitted Liens. (vh) As used Neither the Company nor any of its Subsidiaries has entered into any “reportable transaction” within the meaning of Treasury Regulations Sections 1.6011-4(b) (or any similar provision of state, local or non-U.S. Law). (i) No written claim has been made by any Governmental Entity that the Company or any of its Subsidiaries is or may be subject to a material amount of Tax or required to file a material Tax Return in this Agreementa jurisdiction where it does not file Tax Returns. Neither the Company nor any of its Subsidiaries is subject to any material Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or similar place of business or business operations in that country. (j) The Company and each of its Subsidiaries are in material compliance with all applicable transfer pricing Laws and regulations in all jurisdictions in which the Company or each such Subsidiary, as the case may be, does business and the prices and terms for the provision of any loan, property or services provided by or to the Company and any of its Subsidiaries are at arm’s length in all material respects. (k) No Subsidiary of the Company that is organized in the United States is or has been a United States real property holding company within the meaning of Section 897(c) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. (l) None of the Company or any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, the computation of taxable income or pay Taxes in any taxable period beginning after the Closing Date, as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date filed or requested prior to the Closing or as a result of an accounting methods employed prior to the Closing, (Aii) “closing agreement” as described in Section 7121 of the term “Tax” Code (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means or any and all taxes (including customs duties corresponding or fines), fees, levies, imposts, duties or other similar assessments in the nature provision of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax AuthorityLaw) executed prior to the Closing, and includes all U.S. federal(iii) installment sale or open transaction disposition made prior to the Closing, state(iv) “gain recognition agreement” pursuant to Section 367 of the Code entered into prior to Closing, local and non- U.S. gross “domestic use election” pursuant to Section 1503(d) of the Code, or netother similar agreement, (v) an election under Section 965(h) of the Code, (vi) under Sections 951 or 951A of the Code or (vii) a prepaid amount received prior to the Closing outside the ordinary course of business. (m) None of the Company or any of its Subsidiaries has (i) deferred any payment of material Taxes otherwise due through any automatic extension or other grant of relief provided by a COVID-19 Measures or (ii) otherwise sought or received any other material benefit from any applicable Governmental Entity related to any governmental response to COVID-19, including any benefit provided or authorized by a COVID-19 Measures, in each case, other than any generally available deferral or other benefits not specifically applicable, or granted, to the Company or its Subsidiaries.

Tax Matters. (ia) Except Save for the requirement to file Tax Returns in respect of income taxes for the current taxation year (which return is not yet due), and any income Tax Return which is required to be filed as has not had and would not reasonably be expected to have, individually a result of or in connection with the aggregatetransactions contemplated herein, an Allergan Material Adverse Effect: (A) First Majestic and each of its subsidiaries has duly filed in the prescribed manner and within the prescribed time all material Tax Returns that are required to be filed by it on or before the date hereof with any taxing or regulatory authority to which it is subject and each such material Tax Return was complete and accurate at the time filed. (b) Except as set forth in its most recent condensed interim consolidated financial statements, First Majestic and each of its subsidiaries has paid all Taxes and installments on account of Taxes that are due and payable by it, and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments. (c) Each of First Majestic and each of its subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including all goods and services, harmonized sales, value added, provincial and territorial taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it. (d) Except as set forth in its most recent condensed interim consolidated financial statements, there are no Taxes or fines in respect to Allergan of Taxes claimed by any Governmental Entity against First Majestic or any of its Subsidiaries have been timely filed subsidiaries or which are known to First Majestic to be due and owing by First Majestic or any of its subsidiaries and, to the knowledge of First Majestic, there are no pending or threatened reassessments by any Governmental Entity in respect of Taxes owing by First Majestic or any of its subsidiaries, and there are no matters of dispute or under discussion with any Governmental Entity relating to Taxes or fines in respect of Taxes asserted by such Governmental Entity against First Majestic or any of its subsidiaries. (taking into account e) The most recent condensed interim consolidated financial statements of First Majestic fully reflect accrued liabilities as at December 31, 2016 for all Taxes which were not yet then due and payable and for which Tax Returns were not yet then required to be filed. (f) There are no agreements, waivers or other arrangements made by First Majestic or any of its subsidiaries providing for an extension of time within which with respect to file)any assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by First Majestic or any of its subsidiaries. (g) First Majestic and all such Tax Returns are true, correct and complete; (B) Allergan and each of its Subsidiaries have, within subsidiaries has withheld the time and manner prescribed by applicable Law, paid amount of all Taxes and other deductions required to be paid by under any of them, including any Taxes required applicable Laws to be withheld from each payment made by it and has paid all amounts owing withheld which are due and payable before the date hereof to the relevant taxing or other authority within the time prescribed under any employee, creditor, applicable Laws. (h) There are no material Encumbrances for Taxes upon any properties or third party assets of First Majestic or any of its subsidiaries (in each case, whether or other than Liens relating to Taxes not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or yet due and payable and for which adequate reserves have been established recorded in accordance with GAAP on the most recent condensed interim consolidated financial statements of Allergan and its Subsidiaries; First Majestic). (Ci) For all Taxes due and payable by Allergan transactions between First Majestic or any of its Subsidiaries have been adequately provided forsubsidiaries and any Person who is not resident in Canada for purposes of the ITA with whom First Majestic or its subsidiary, as the case may be, was not dealing at arm’s length for purposes of the ITA, First Majestic or the subsidiary, as the case may be, has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the ITA (or comparable provisions of any other applicable legislation). (j) For the purposes of the ITA and any other relevant Tax purposes: (i) First Majestic is resident in accordance with GAAP, Canada and is a taxable Canadian corporation; and (ii) each subsidiary of First Majestic is resident in the financial statements jurisdiction in which it was formed, and is not resident in any other country. (k) None of Allergan and its Subsidiaries for all periods ending on Sections 78 or before 80 to 80.04 of the date ITA (or comparable provisions of such financial statements; (Dany other applicable legislation) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject have applied to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan First Majestic or any of its Subsidiariessubsidiaries, except for Permitted Liens; and there are no circumstances existing which could reasonably be expected to result in the application of Sections 78 or 80 to 80.04 of the ITA (For comparable provisions of any other applicable Laws) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan First Majestic or any of its Subsidiaries; and subsidiaries. (Gl) neither Allergan Neither First Majestic or any of its Subsidiaries subsidiaries is a party to or bound by any material Tax sharing agreement, Tax indemnity agreement, Tax allocation agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more similar agreement. Neither First Majestic nor any of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or subsidiaries has any material liability for the Taxes of any other Person (other than Allergan or under any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of stateapplicable Laws, local or non-U.S. Law) or as a transferee or successor, by contract or otherwise. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as SPAC has not had duly and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) timely filed all material Tax Returns that which are required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)it, and has paid all material Taxes which have become due; (ii) all such Tax Returns are true, correct and completecomplete in all material respects; (Biii) Allergan all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, to the knowledge of the SPAC, threatened, with respect to material Taxes of the SPAC or for which a Lien may be imposed upon any of either of the SPAC’s assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the SPAC for which a Lien may be imposed on any of the SPAC’s assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) the SPAC has complied in all material respect with all applicable Laws relating to the reporting, payment, collection and its Subsidiaries have, within the time withholding of Taxes and manner prescribed by applicable Lawhas duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes required to be paid by any of them(including income, including any Taxes social, security and other payroll Taxes) required to be withheld from amounts owing or collected by the SPAC; (vii) to any employeethe knowledge of the SPAC, creditorno stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or third party (in each case, whether other similar Tax will be imposed on the transfer of the securities to PubCo pursuant to this Agreement or not shown on any Tax Return), except otherwise with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements as a result of Allergan and its Subsidiariesany transaction contemplated by this Agreement; (Cviii) all none of the assets of the SPAC is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (iv) to the knowledge of SPAC, there is no Lien (other than Permitted Liens) for Taxes due and payable upon any of the assets of the SPAC; (x) there is no outstanding request for a ruling from any Taxing Authority, request for a consent by Allergan a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the meaning of Section 7121 of the Code or any analogous provision of the applicable Law), with respect to the SPAC; (xi) to the knowledge of SPAC, SPAC is not subject to income taxation outside of its Subsidiaries have been adequately provided forjurisdiction of organization as a result of having a permanent establishment or other fixed place of business, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Taxing Authority in a jurisdiction where the SPAC has not paid any of Allergan tax or its Subsidiaries does not file filed Tax Returns Returns, asserting that such Person the SPAC is or may be subject to taxation by that Tax in such jurisdiction; (Exii) there are is no liens for Taxes upon any property or assets outstanding power of Allergan or any attorney from the SPAC authorizing anyone to act on behalf of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability such party in connection with an audit any Tax, Tax Return or other administrative Action relating to any Tax or court proceeding involving Taxes Tax Return of Allergan that party; (xiii) SPAC is not, or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is has not ever been, a party to any agreement Tax sharing or arrangement relating to the apportionmentTax allocation Contract, sharing, assignment or allocation of Taxes (other than any customary commercial contract the principal subject of which is not Taxes; and (xxiv) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are SPAC is not primarily related to Taxes), currently or has not ever been included in any liability for Taxes of any Person (consolidated, combined or unitary Tax Return other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorTax Return that includes only the SPAC. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Material Adverse Effect: Effect on Richmont: (Ai) each of Richmont and the Richmont Subsidiaries has duly and timely made or prepared all Tax Returns that are required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by or it with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), the appropriate Governmental Entity and all such Tax Returns are true, correct complete and completecorrect; (ii) each of Richmont and the Richmont Subsidiaries has: (A) duly and timely paid all Taxes due and payable by it; (B) Allergan duly and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid timely deducted or withheld all Taxes and other amounts required by Law to be paid deducted or withheld by any it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Laws to be remitted by it; and (C) duly and timely collected all amounts on account of themsales or transfer taxes, including any Taxes goods and services, harmonized sales, sales, value added, federal, provincial, state or territorial sales taxes, required by Laws to be withheld from collected by it and have duly and timely remitted to the appropriate Governmental Entity any such amounts owing required by Laws to any employeebe remitted by it; (iii) the charges, creditor, accruals and reserves for Taxes reflected on the Richmont Financial Statements (whether or third party (in each case, not due and whether or not shown on any of the Tax Return)Returns but excluding any provision for deferred income taxes) are, except in the opinion of Richmont, adequate under IFRS to cover Taxes with respect to Richmont and the Richmont Subsidiaries for the periods covered thereby; (iv) there are no investigations, audits or Claims now pending or, to the knowledge of Richmont, threatened against any of Richmont or the Richmont Subsidiaries in respect of any Taxes and there are no matters being contested under discussion, audit or appeal with any Governmental Entity relating to Taxes; (v) neither Richmont nor any of the Richmont Subsidiaries has requested, offered to enter into or entered into any agreement, or executed any waiver, providing for an extension within which (i) to file any Tax Return covering any Taxes for which it is or may be liable; (ii) to file any elections, designations or similar filings relating to Taxes for which it is or may be liable; (iii) it is required to pay or remit amounts on account of Taxes; or (iv) any Governmental Entity may assess or collect Taxes for which it may be liable; (vi) neither Richmont nor any of the Richmont Subsidiaries is bound by, is party to, or has any obligation under any tax sharing, allocation, indemnification or similar agreement; (vii) since the date of the most recent interim financial report included in good faith through appropriate proceedings the Financial Statements, neither Richmont nor any of the Richmont Subsidiaries has incurred any material Liability, whether actual or contingent, for Taxes or engaged in any transaction or event that would result in any material Liability, whether actual or contingent, for Taxes, other than in the ordinary course of business; (viii) for all material transactions between Richmont or a Richmont Subsidiary and any Person not resident in Canada for purposes of the Tax Act with whom Richmont or such Richmont Subsidiary was not dealing at arm’s length, Richmont or such Richmont Subsidiary has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act and there are no material transactions to which subsection 247(2) or subsection 247(3) of the Tax Act may reasonably be expected to apply; (ix) neither Richmont nor any of the Richmont Subsidiaries has made or incurred any deductible outlay or expense owing to a Person not dealing at arm’s length with Richmont or such Richmont Subsidiary, the amount of which would, absent an election under paragraph 78(1)(b) of the Tax Act, be included in Richmont or such Richmont Subsidiary’s income for Canadian income tax purposes for any taxation year or other fiscal period that ends after the Effective Date under paragraph 78(1)(a) of the Tax Act or a corresponding provision of provincial Law; (x) true copies of all income Tax Returns prepared and filed by Richmont and the Richmont Subsidiaries since January 1, 2016, and true copies of all other Tax Returns copies of which were requested by Alamos, in each case together with any related notices of assessment received by Richmont and the Richmont Subsidiaries during the past three years, have been made available to Alamos on or before the date of this Agreement; (xi) none of Richmont and the Richmont Subsidiaries has entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Effective Date; (xii) none of Richmont and the Richmont Subsidiaries has acquired property from a non-arm’s length Person, within the meaning of the Tax Act: (A) for consideration the value of which is less than the fair market value of the property; or (B) as a contribution of capital for which no shares were issued by the acquirer of the property; (xiii) for the purposes of the Tax Act and any other relevant Tax purposes: (A) Richmont is resident in Canada; and (B) each of the Richmont Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country; (xiv) there are no Encumbrances for Taxes upon any properties or assets of Richmont or any of the Richmont Subsidiaries (other than Encumbrances relating to Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP recorded on the financial statements of Allergan and its Subsidiariesmost recent balance sheet included in the Richmont Financial Statements); and (Cxv) all Taxes due and payable by Allergan or any Richmont was to the best of its Subsidiaries have been adequately provided forknowledge, in accordance with GAAPnot a PFIC for its taxable year ended December 31, in 2016 and expects that it will not be a PFIC for the financial statements of Allergan and its Subsidiaries for all periods taxable year ending on or before the date of such financial statements; (D) during the last three yearsDecember 31, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor2017. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Velodyne Material Adverse Effect: : (i) (A) all All Tax Returns that are required to be filed by or with respect to Allergan Velodyne or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and (B) all such Tax Returns are or will be true, correct complete and complete; accurate, (BC) Allergan Velodyne and its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid due and owing by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party them (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through ) or appropriate proceedings or for which adequate reserves have been established recorded in accordance with GAAP on the financial statements of Allergan their books and its Subsidiaries; records, (CD) all Taxes due Velodyne and payable by Allergan or any of its Subsidiaries have been adequately provided forestablished adequate accruals and reserves, in accordance with GAAP, in on the financial statements of Allergan included in the Velodyne SEC Documents for all Taxes payable by Velodyne and its Subsidiaries for all taxable periods ending on or before and portions thereof through the date of such financial statementsstatements and (E) Velodyne and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; such withheld amounts were either timely paid to the appropriate Taxing Authority or set aside in accounts for such purpose and were reported to the appropriate Taxing Authority and to each such employee, independent contractor, creditor, stockholder or other third party, as required under Law. (Dii) during No written agreement or other written document waiving or extending, or having the last three yearseffect of waiving or extending, the statute of limitations or the period of assessment or collection of any Taxes relating to Velodyne or any of its Subsidiaries has been filed or entered into with any Taxing Authority, and no power of attorney with respect to any such Taxes has been granted to any Person that is in force. (iii) (A) Neither Velodyne nor any of its Subsidiaries is the subject of any currently ongoing Tax audit or other proceeding with respect to any Taxes or Tax Return nor has any audit or other proceeding with respect to Taxes been proposed against any of them in writing and any deficiencies asserted or assessments made as a result of any audit or other proceeding with respect to Taxes have been resolved, are being contested in good faith, or adequate accruals or reserves for such deficiencies or assessments have been established and (B) neither Velodyne nor any of its Subsidiaries has received written notice of any deficiencies for any Tax of Velodyne or any of its Subsidiaries from any Taxing Authority for which there are not adequate reserves on the financial statements included in the Velodyne SEC Documents. (iv) No claim has ever been made in writing by a Tax Taxing Authority in of a jurisdiction where Velodyne or any of Allergan or its Subsidiaries does has not file filed Tax Returns that Velodyne or such Person Subsidiary is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (iiv) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Neither Velodyne nor any of its Subsidiaries has constituted constituted, in the two (2) years prior to the date of this Agreement, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law) or otherwise as part of a plan (or series of related transactions) within the meaning of Section 355(e) of the Code, that includes the Mergers. (vi) Neither Velodyne nor any of its Subsidiaries (A) is a party to or bound by or has any obligation under any Tax indemnification, separation, sharing or similar agreement or arrangement (other than such an agreement or arrangement exclusively between or among Velodyne and its Subsidiaries or an agreement entered into in the ordinary course of business which does not relate primarily to Taxes), (B) is or has been a member of any consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (other than a group comprised solely of (I) Subsidiaries of Velodyne or (II) Velodyne and any of its Subsidiaries), (C) has entered into a closing agreement pursuant to Section 7121 of the Code or any other binding agreement with a Taxing Authority that would have an effect on the determination of Velodyne’s or any of its Subsidiaries’ liability to Tax in a tax year ending after the Effective Time, or any predecessor provision or any similar provision of foreign, state or local Tax law or (D) has any liability for Taxes of any Person (other than Velodyne or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law) or as transferee or successor. (vii) There are no Liens for Taxes upon any property or assets of Velodyne or any of its Subsidiaries, except for Taxes not yet due and payable. (viii) Neither Velodyne nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and U.S. Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law). (ivix) Allergan is, and at all times since its formation has been, properly treated as Velodyne is not a foreign United States real property holding corporation for U.S. federal income Tax purposeswithin the meaning of Section 897(c)(2) of the Code. (vx) As used in this Agreement, Neither Velodyne nor any of its Subsidiaries (A) the term “Tax” (including the plural form “Taxes” andhas filed any extension of time within which to file any Tax Returns that have not been filed, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments except in the nature ordinary course of business and (B) will be required to include any item of income or gain in, or be required to exclude any item of deduction of loss from, any period ending after the Closing Date as a taxresult of any (i) installment sale or open transaction made on or prior to the Closing Date outside the ordinary course of business, imposed by (ii) prepaid amount received prior to the Closing Date outside the ordinary course of business, or payable to (iii) adjustment under Section 481 of the Code (or any federal, corresponding provision of applicable state, provincial, local or non-U.S. Tax AuthorityLaw) by reason of a change in accounting method or otherwise. Neither Velodyne nor any of its Subsidiaries has made an election under Section 965 of the Code. (b) Neither Velodyne nor any of its Subsidiaries has knowledge of any facts, and includes all U.S. federalagreements, stateplans or other circumstances, local and non- U.S. gross or nethas taken or agreed to take any action, that would reasonably be expected to prevent or impede the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or that would prevent Velodyne from obtaining the Velodyne Tax Opinion (as defined in Section 6.3(d)).

Tax Matters. (ia) Except as has not had and would not be reasonably be expected to have, individually or in the aggregate, an Allergan a Parent Material Adverse Effect: , (Ai) each Parent Party has duly and timely filed all Tax Returns that which are required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)it, and has paid all Taxes which have become due by such Parent Party; (ii) all such Tax Returns are true, correct and complete; (B) Allergan complete in all material respects and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid disclose all Taxes required to be paid by such Parent Party; (iii) no such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Proceeding, pending or proposed in writing or, to the knowledge of the Parent Parties, threatened, with respect to Taxes of the Parent Parties or for which a Lien may be imposed upon any of them, including the Parent Parties’ assets; (v) no statute of limitations in respect of the assessment or collection of any Taxes of the Parent Parties for which a Lien may be imposed on any of the Parent Parties’ assets has been waived or extended, which waiver or extension is in effect, except for automatic extensions of time to file Tax Returns obtained in the ordinary course of business; (vi) to the knowledge of the Parent Parties, the Parent Parties have complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including income, social, security and other payroll Taxes) required to be withheld or collected by the Parent Parties; (vii) there is no Lien (other than Permitted Liens) for Taxes upon any of the assets of the Parent Parties; (viii) there is no outstanding request for a ruling from amounts owing to any employeeTaxing Authority, creditorrequest for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or third party closing agreement with any Taxing Authority (in each case, whether within the meaning of Section 7121 of the Code or not shown on any Tax Returnanalogous provision of the applicable Law), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its SubsidiariesParent Parties; (Cix) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during within the last three (3) years, no claim has been made in writing by a Tax Taxing Authority in a jurisdiction where the Parent Parties have not paid any tax or filed Tax Returns, asserting that the any of Allergan or its Subsidiaries does not file Tax Returns that such Person the Parent Parties is or may be subject to taxation by that Tax in such jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (Fx) no Tax Authority has assertedParent Party is, or threatened in writing to asserthas ever been, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement Tax sharing or arrangement relating to Tax allocation Contract, other than any customary commercial contract the apportionmentprincipal subject of which is not Taxes; and (xi) neither Parent Party is currently or has ever been included in any consolidated, sharingcombined or unitary Tax Return other than a Tax Return that includes only the Parent Parties. (b) The unpaid Taxes of the Parent Parties for the current fiscal year (i) did not, assignment or allocation as of Taxes the most recent fiscal month end, materially exceed the reserve for Tax Liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Financial Statements and (xii) an agreement or arrangement solely between or among Allergan and/or one or more will not materially exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Parent Parties in filing its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorReturn. (iic) None Neither Parent Party has taken or agreed to take any action not contemplated by this Agreement and/or any related ancillary documents that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. Neither Parent Party has any knowledge of Allergan any fact or any of its Subsidiaries is or has been a party circumstance that could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. This Section 6.21(c) shall not apply to any fact or action specifically contemplated under this Agreement. (d) Neither Parent Party has engaged in any transaction that could affect the Tax liability for any taxable year not closed by the applicable statute of limitations that is a “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Treasury Regulations Section 355(a)(l)(A1.6001-4(b)(2). Notwithstanding any other provision of this Agreement to the contrary, (i) the representations and warranties set forth in this Section 6.21 shall constitute the sole and exclusive representations and warranties made in this Agreement with respect to Tax matters of the CodeParent and (ii) no representation or warranty is made in a distribution this Agreement with respect to Taxes of stock intended to qualify Parent for tax-free treatment under Section 355 of the Code any taxable period (or portion thereof) beginning after the Closing Date or the existence, availability, amount, usability or limitation of any similar provision of statenet operating loss, localTax basis, or non-U.S. Law)other Tax attribute of Parent after the Closing Date. (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except A. Seller has as has not had of the date hereof, and would not reasonably be expected to havewill have as of the Closing Date, individually or timely filed in the aggregate, an Allergan Material Adverse Effect: (A) proper form all Tax Returns and all other reports that reasonably may affect Buyer's rights to and ownership of the Assets, the System or the Business that are required to be filed as of the date hereof, or which are required to be filed on or before the Closing Date, as the case may be, and all such Tax Returns were prepared in good faith and are accurate and complete in all material respects, and, to the best of Seller's knowledge, there is no basis for assessment of any addition to any Taxes shown thereon. Except as set forth on Schedule 4.12, all Taxes due or payable by Seller on or before the ------------- date hereof or the Closing Date, as the case may be, the non-payment of which could result in a lien upon the Assets, the System or the Business (including any Taxes, liabilities or amounts owing resulting from liability of Seller as the transferee of the assets of, or successor to, any other corporation or entity or resulting by reason of Seller having been a member of any group of corporations filing a consolidated, combined or unitary Tax Return) have been or will be timely paid, except to the extent any such Taxes (as set forth as of the date hereof on Schedule 4.12) are being contested ------------- in good faith by appropriate proceedings by Seller and for which adequate reserves for any disputed amounts shall have been established in accordance with GAAP. Except as set forth on Schedule 4.12, as of the date hereof, there has ------------- been no Tax examination, audit, proceeding or investigation of Seller, or with respect to Allergan the Assets, the System or the Business, by any relevant Taxing Authority, and Seller does not have any outstanding Tax deficiency or assessment. Except as set forth on Schedule 4.12, there are no pending or, to ------------- the best of its Subsidiaries have been timely filed (taking into account Seller's knowledge, threatened actions, audits, examinations, proceedings or investigations by any relevant Taxing Authority with respect to Seller, the Assets, the System or the Business. There is no outstanding request for an extension of time within which to file), and all such Tax Returns are true, correct and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including pay any Taxes with respect to Seller, the Assets, the System or the Business. There has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes with respect to Seller, the Assets, the System or the Business. Seller has withheld and paid in a timely manner to all relevant Taxing Authorities all payments for withholding Taxes, unemployment insurance and other amounts required to be withheld from amounts owing to any employee, creditor, and paid. All Taxes of or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on Seller, the financial statements of Allergan Assets, the System and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement Business relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 period prior to the date hereof, neither Allergan nor any Closing shall be the responsibility of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law)Seller. (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Emergen is a single member limited liability company, and, therefore, is disregarded for federal income tax purposes. (b) Except in each case as has not had and to matters that would not reasonably be expected to have, individually or in the aggregate, an Allergan a Material Adverse Effect: Effect on any of C&C, Bridgelink or Emergen, (Ai) C&C has reported or caused the reporting of all federal and state income tax taxable attributes of each of itself, Bridgelink and Emergen on Tax Returns that which are required to be filed by or with respect to Allergan or any federal and state income tax taxable attributes arising in respect of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)the said entities, and has paid all Taxes which have become due in respect of the said taxable attributes of said entities, if any; (ii) all such Tax Returns are true, correct correct, complete and complete; (B) Allergan accurate and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid disclose all Taxes required to be paid paid; (iii) all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect of such Tax Returns has expired; (iv) there is no Action, pending, proposed in writing or threatened with respect to Taxes attributable to its own taxable attributes or the taxable attributes of Bridgelink or Emergen or for which a Lien may be imposed upon any of them, including its own assets or the assets of Bridgelink or Emergen; (v) no statute of limitations in respect of the assessment or collection of any Taxes attributable to its own federal or state taxable attributes, or those of Bridgelink or Emergen for which a Lien may be imposed on any of said parties’ assets has been waived or extended, which waiver or extension is in effect, except for any automatic extensions of time to file Tax Returns obtained in the Ordinary Course of Business; (vi) C&C has complied with all applicable Laws relating to the reporting, payment, collection and withholding of Taxes attributable to its own taxable attributes and to those of Bridgelink and Emergen in all material respects and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including federal and state income, social, security and other payroll Taxes) required to be withheld from amounts owing or collected in respect of its own taxable attributes, as well as those of Bridgelink and Emergen; (vii) to any employeethe Knowledge of C&C as regarding itself, creditorBridgelink and Emergen, no stock transfer Tax, sales Tax, use Tax, real estate transfer Tax or third party (in each case, whether other similar Tax will be imposed on the transfer of the securities of Emergen to Bitech pursuant to this Agreement or not shown on any Tax Return), except otherwise with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements as a result of Allergan and its Subsidiariesany transaction contemplated by this Agreement; (Cviii) all none of the assets of Bridgelink which are to be transferred to Emergen in the Reorganization is required to be treated as owned by another Person for U.S. federal income Tax purposes pursuant to Section 168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act of 1986); (ix) there is no Lien (other than Permitted Liens) for Taxes due and payable by Allergan or upon any of its Subsidiaries have been adequately provided forown assets or those of Bridgelink, in accordance with GAAPor Emergen as of the Effective Date and there will be no Lien (other than Permitted Liens) for Taxes upon any of its own assets or those of Bridgelink, in or Emergen as of the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statementsClosing Date; (Dx) during there is no outstanding request for a ruling from any Taxing Authority, request for a consent by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or closing agreement with any Taxing Authority (within the last three yearsmeaning of Section 7121 of the Code or any analogous provision of the applicable Law), with respect to itself, Bridgelink, or Emergen; (xi) except as set forth in Section 3.34 of the Disclosure Schedules, no claim has been made in writing by a Tax Taxing Authority in a jurisdiction where in which C&C has not paid or caused the payment of any tax or has not filed or caused the filing of any Tax Returns in respect of its own taxable attributes or those of Bridgelink, or Emergen, asserting that it, or Bridgelink, or Emergen, is or may be subject to Tax in any such jurisdiction; (xii) there is no outstanding power of attorney from C&C with respect to itself, or with respect to Bridgelink, or Emergen, authorizing anyone to act with respect to any of Allergan said entities in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return with respect to the taxable attributes of Bridgelink, or Emergen; (xiii) C&C is not now nor has it ever been a party to any Tax sharing or Tax allocation Contract respective to its Subsidiaries own taxable attributes or those of Bridgelink, or Emergen, other than any customary commercial contract the principal subject of which is not Taxes; and (xiii) none of C&C, Bridgelink, or Emergen is currently, and none has ever been included in any consolidated, combined or unitary Tax Return other than a Tax Return of C&C with respect to its own taxable attributes and those of Bridgelink, and Emergen. (c) The unpaid Taxes attributable to its own taxable attributes and those of Bridgelink, and Emergen for the current fiscal year (i) did not, as of the most recent fiscal month end, exceed any reserve for Tax liability (other than any reserve for deferred Taxes as may have been established to reflect timing differences between book and Tax income) set forth on the Financial Statements; and (ii) will not exceed any such reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of C&C as regards itself, Bridgelink, and Emergen in filing its Tax Return. (d) No claim has been made by any taxing authority in any jurisdiction where C&C does not file Tax Returns that such Person is it is, or may be be, subject to taxation Tax by that jurisdiction; . (Ee) As of the Closing Date, there are no liens Encumbrances for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than for current Taxes not yet due and payable) upon the assets of C&C, Bridgelink, or Emergen. (xf) an None of C&C, Bridgelink or Emergen is a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement. None of C&C, Bridgelink, or Emergen is a party to, or bound by, any closing agreement or arrangement solely between offer in compromise with any taxing authority. No private letter rulings, technical advice memoranda or among Allergan and/or one similar agreement or more rulings have been requested, entered into or issued by any taxing authority with respect to and of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes)C&C, Bridgelink, or Emergen. (g) Other than as it would relate to the inclusion of the applicable of their respective taxable attributes in the Tax Return of C&C, neither Bridgelink nor Emergen is nor have either been a member of any other affiliated, combined, consolidated or unitary Tax group for Tax purposes. None of C&C, Bridgelink, or Emergen has any liability Liability for Taxes of any Person (other than Allergan or any except with respect to C&C, with respect to its own taxable attributes and those of its SubsidiariesBridgelink and Emergen) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar corresponding provision of state, local or non-U.S. foreign Law) or ), as a transferee or successor. (ii, by Contract, or otherwise. C&C has not agreed to make, nor has there been any requirement to make, in respect of itself, Bridgelink, or Emergen, any adjustment under Sections 481(a) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) 263A of the Code and Treasury Regulation Section 1.6011-4(b), or any similar comparable provision of state, local or non-U.S. Lawforeign Tax Laws by reason of a change in accounting method or otherwise. C&C has not taken any action respect to itself, Bridgelink or Emergen that could defer a Liability for Taxes in respect of itself, Bridgelink or Emergen from any period prior to the Closing to any period following the Closing. (iiih) Since January 1None of C&C, 2017 to Emergen, or Bridgelink is a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. None of C&C, Bridgelink, or Emergen is and has never been a United States real property holding corporation (as defined in Section 897(c)(2) of the date hereofCode) during the applicable period specified in Section 897(c)(1)(a) of the Code. None of C&C, neither Allergan nor any of its Subsidiaries Bridgelink, or Emergen has constituted been a “distributing corporation” or a “controlled corporation” (in connection with a distribution described in Section 355 of the Code. None of C&C, Bridgelink, or Emergen is or has been a party to, or a promoter of, a “reportable transaction” within the meaning of Section 355(a)(l)(A6707A(c)(1) of the Code) Code and Treasury Regulations Section 1.6011-4(b). There is currently no limitation on the utilization of net operating losses, capital losses, built-in a distribution losses, tax credits or similar items of stock intended to qualify for tax-free treatment any of C&C, Bridgelink, or Emergen under Section 355 Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (or any similar provision and comparable provisions of state, local, local or non-U.S. foreign Law). (ivi) Allergan isNone of C&C, and at all times since its formation Bridgelink, or Emergen have entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. None of C&C, Bridgelink, or Emergen has been, properly treated as a foreign corporation for U.S. federal income Tax purposestransferred an intangible the transfer of which would be subject to the rules of Section 367(d) of the Code. (vj) As used in this AgreementNone of the assets of C&C, (ABridgelink, or Emergen is property that any of them, respectively, is required to treat as being owned by any other person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the term “Tax” (including the plural form “Taxes” andInternal Revenue Code of 1954, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netas amended.

Tax Matters. (ia) Except as Purchaser has not had and would not reasonably timely filed or caused to be expected to have, individually or in timely filed (taking into account applicable extensions) with the aggregate, an Allergan Material Adverse Effect: (A) appropriate taxing authorities all material Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)Purchaser, and all such Tax Returns are true, correct and complete; complete in all material respects. All material Taxes due and payable by Purchaser (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any such Tax Return)) have been duly and timely paid, except with respect to matters other than Taxes being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on GAAP. Purchaser has properly deducted, withheld and collected and timely remitted to the financial statements of Allergan and its Subsidiaries; (C) appropriate taxing authorities all Taxes due and payable by Allergan required to be deducted, withheld or collected in respect of any amounts paid or owing to, or received or owing from, any employee, creditor or other third party. (b) There are no audits, disputes, investigations, claims, inquiries, examinations or other proceedings (whether civil, criminal, judicial, or administrative) with respect to any Tax Return or Taxes of its Subsidiaries have been adequately provided forPurchaser pending, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has assertedprogress, or threatened in writing that have not been resolved or completed. (c) Purchaser has not waived or extended any statute of limitations in respect of material Taxes, or agreed to assert, a Tax liability in connection any extension of time with respect to an audit assessment or deficiency relating to Income Taxes or other administrative or court proceeding involving Taxes material Taxes, for any taxable period with respect to which the statute of Allergan or any of its Subsidiaries; and limitations has not expired (G) neither Allergan or any of its Subsidiaries is a party after giving effect to any agreement extension or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes waiver) (other than any such extensions or waivers that are no longer in effect), nor is any written request for any such extension or waiver from any taxing authority outstanding. (xd) an agreement Purchaser has not distributed shares or arrangement solely between stock of another Person, or among Allergan and/or one has had its shares or more stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or 361 of its Subsidiaries the Code in the past two (2) years. (e) There are no Liens for Taxes upon any of the Closing Consideration or (y) customary Tax indemnification provisions in ordinary course commercial agreements any asset of Purchaser other than Liens for Taxes that are not primarily related to Taxes), yet due and payable or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successorthat are being contested in good faith by appropriate proceedings and in each case that are sufficiently reserved for on Purchaser’s financial statements in accordance with GAAP. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan have a SiriusXM Material Adverse Effect: : (A) all All Tax Returns that are required to be filed with any Taxing Authority by or with respect to Allergan on behalf of SiriusXM or any of its Subsidiaries (other than Tax Returns of Liberty Combined Groups) have been timely filed when due (taking into account any extension of time within which to file), and ) in accordance with all applicable Laws; (B) all such Tax Returns are true, correct accurate and completecomplete in all respects and have been prepared in substantial compliance with all applicable Laws; (BC) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes due and payable (including any Taxes that are required to be collected, deducted or withheld in connection with any amounts paid by any of themor owing to, including any Taxes required to be withheld from amounts or received or owing to from, any employee, creditor, independent contractor or other third party party) by SiriusXM or any of its Subsidiaries have been timely paid (in each case, whether or not shown collected or withheld and remitted) to the appropriate Taxing Authority (other than any Taxes due on any Tax ReturnReturns of Liberty Combined Groups), except with respect to for Taxes or Tax matters being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its SubsidiariesGAAP; (CD) all no written claim has been made by any Taxing Authority in a jurisdiction where a Tax Return is not filed by or on behalf of SiriusXM or any of its Subsidiaries that SiriusXM or any of its Subsidiaries is, or may be, subject to Tax by or required to file or be included in a Tax Return in that jurisdiction; and (E) there are no Liens on any of the assets of SiriusXM or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax (except for Liens that arise by operation of Law for Taxes not yet due and payable, and Liens for Taxes due on Tax Returns of Liberty Combined Groups); (ii) All applicable Laws relating to the payment and payable withholding of Taxes by Allergan SiriusXM or any of its Subsidiaries have been adequately provided forcomplied with and all amounts required to be so withheld and paid over under all applicable Laws have been, in accordance with GAAPwithin the time and the manner prescribed by applicable Law, in withheld from and paid over to the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; proper Taxing Authorities; (Diii) during the last three years, no (A) No outstanding written claim has been made received by, and no audit, Action, suit or proceeding is in writing by a Tax Authority in a jurisdiction where any of Allergan progress, against or its Subsidiaries does not file Tax Returns that such Person is or may be subject with respect to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan SiriusXM or any of its Subsidiaries in respect of any Tax; and (B) all deficiencies, assessments or proposed adjustments asserted against SiriusXM or any of its Subsidiaries by any Taxing Authority have been paid or fully and finally settled; (iv) None of SiriusXM or any of its Subsidiaries (A) is a party to any agreement or arrangement relating to the apportionment, tax sharing, assignment tax allocation or allocation of Taxes tax indemnification agreement (other than (xthe Sirius/Liberty Tax Sharing Agreement) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local local, or non-U.S. foreign Law) or as a transferee or successor., except for such liability arising from membership in a SiriusXM Combined Group or a Liberty Combined Group; (iiv) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Neither SiriusXM nor any of its Subsidiaries has constituted participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2); and (vi) Neither SiriusXM nor any of its Subsidiaries is a party to or bound by any advance pricing agreement, closing agreement or other agreement or ruling relating to Taxes with any Taxing Authority that will remain in effect with respect to SiriusXM or any of its Subsidiaries after the Closing; and (vii) Other than in connection with the ABHI Split-Off or the Split-Off, during the two-year period ending on the date of this Agreement, neither SiriusXM nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 355(a) of the Code (or any similar provision of state, local, or non-U.S. Law)Code. (ivb) Allergan is, and at SiriusXM has complied in all times since material respects with its formation has been, properly treated as a foreign corporation for U.S. federal income obligations under the Sirius/Liberty Tax purposesSharing Agreement. (vc) As used The representations and statements set forth in the SiriusXM Split-Off Representation Letter are true, correct and complete in all material respects; provided that for all purposes of this Agreement, this representation 5.8(c) shall be deemed made only on the Closing Date. (Ad) As of the term “Tax” (including the plural form “Taxes” anddate of this Agreement, with correlative meaningSiriusXM is not aware of any fact, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines)agreement, fees, levies, imposts, duties plan or other similar assessments in circumstance that could reasonably be expected to (i) prevent or preclude the nature exchanges of a taxSiriusXM Common Stock for the Merger Consideration pursuant to the Merger, imposed by taken together with the Contribution, from qualifying for the Merger Intended Tax Treatment, (ii) cause the Split-Off to fail to qualify for the Split-Off Intended Tax Treatment or payable to any federal, state, provincial, local (iii) prevent or nonpreclude SiriusXM from delivering the SiriusXM Split-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross Off Representation Letter or netthe SiriusXM Merger Representation Letter.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan East Material Adverse Effect: : (Ai) all Tax Returns that are required to be filed by or with respect to Allergan East or any of its the East Subsidiaries on or prior to the date hereof have been timely filed (taking into account any valid extension of time within which to file), and all such Tax Returns are were true, correct and complete; complete in all respects; (Bii) Allergan all Tax Returns required to be filed by East or any of the East Subsidiaries after the date hereof and its prior to the Closing will be timely filed (taking into account any valid extension of time within which to file), and all such Tax Returns will be true, correct and complete in all respects; (iii) East and each of the East Subsidiaries havehas timely paid or withheld, within the time and manner prescribed by applicable Lawor will timely pay or withhold, paid all Taxes required to be paid or withheld by it prior to the Closing; (iv) no deficiency for Taxes has been proposed, assessed or asserted in writing against East or any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party the East Subsidiaries; (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which v) the East Balance Sheet reflects an adequate reserves have been established reserve in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) for all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in East and the financial statements of Allergan and its East Subsidiaries for all taxable periods ending on (and portions thereof) through the East Balance Sheet Date; (vi) none of the East Subsidiaries (A) have been a member of an affiliated, consolidated, combined or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a unitary group for any Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes purposes (other than (xa group of which East was the common parent) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has have any material liability for the Taxes of any Person (other than Allergan East or any of its the East Subsidiaries) arising under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. foreign Tax Law) ), or as a transferee or successor. successor by Contract (iiother than (x) None any commercially reasonable agreements providing for the reallocation or payment of Allergan real property Taxes attributable to real property leased or occupied by East or any of its the East Subsidiaries, (y) commercially reasonable agreements for the allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personal property leased, used, owned or sold by East or any of the East Subsidiaries is in the ordinary course of business and (z) commercially reasonable credit or other commercial agreements, the primary purposes of which do not relate to Taxes, that contain customary indemnifications for Taxes) or otherwise; (vii) no Taxes of East or any of the East Subsidiaries are being contested and there are no audits, claims, assessments, levies, or administrative or judicial proceedings pending or proposed in writing, against East or any of the East Subsidiaries in respect of Taxes; (viii) neither East nor any of the East Subsidiaries has been a party waived any statute of limitations in respect of Taxes or agreed to any “listed transaction,” extension of time with respect to a Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business); (ix) there are no Encumbrances for Taxes on any of the assets of East or any of the East Subsidiaries other than Permitted Encumbrances; and (x) neither East nor any of the East Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for a taxable period ending after the Closing Date of as defined in section 6707A(c)(2a result of any (A) adjustment pursuant to Section 481 of the Code and Treasury Regulation Section 1.6011-4(b), (or any similar analogous provision of state, local or non-U.S. foreign Law) for a taxable period ending on or before the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any analogous provision of state, local or foreign Law) executed on or prior to the Closing Date, (C) installment sale, intercompany transaction or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date. (iiib) Since January 1, 2017 to the date hereof, neither Allergan Neither East nor any of its the East Subsidiaries has constituted been a “distributing corporation” or a “controlled corporation,” each within the meaning of Section 355(a)(1)(A) of the Code, in a distribution intended to qualify under Section 355 of the Code (i) within the past two (2) years or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(a)(l)(A355(e) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 conjunction with the Merger. (c) Neither East nor any of the Code East Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4 (as in effect at the relevant time) (or any similar provision comparable Laws of any state, local, local or non-U.S. Lawforeign jurisdiction). (ivd) Allergan is, and at all times since its formation No power of attorney with respect to any material Taxes of East or any of the East Subsidiaries has been, properly treated as a foreign corporation for U.S. federal income Tax purposesbeen filed or entered into with any Taxing Authority that remains in effect. (ve) As used in this AgreementAt the Effective Time, neither East nor any of the East Subsidiaries will be a party to, have any obligation under, or be bound by any material Tax allocation, Tax sharing, Tax indemnity or similar arrangement, understanding or agreement pursuant to which it will have any potential material liability to any Person (other than East or any of the East Subsidiaries) after the Effective Time (other than any (x) commercially reasonable agreements providing for the reallocation or payment of real property Taxes attributable to real property leased or occupied by East or any of the East Subsidiaries, (Ay) commercially reasonable agreements for the term allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personal property leased, used, owned or sold by East or any of the East Subsidiaries in the ordinary course of business and (z) other commercially reasonable credit or other commercial agreements, the primary purposes of which do not related to Taxes, that contain customary indemnifications for Taxes). (f) Neither East nor any of the East Subsidiaries is a “TaxU.S. shareholder” (including within the plural form meaning of Section 951(b) of the Code) of any foreign corporation which may be required to include in income any amounts under Section 951(a) of the Code. (g) After reasonable diligence, neither East nor any of the East Subsidiaries are aware of the existence of any fact, or has taken or agreed to take any action, that could reasonably be expected to prevent the Merger from qualifying as a “Taxesreorganization” and, with correlative meaning, within the terms “Taxable” and “Taxation”meaning of Section 368(a) means any and all taxes of the Code. (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of h) No East Subsidiary is a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netUnited States corporation.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Hurricane Material Adverse Effect: : (Ai) all Tax Returns that are required to be filed by or with respect to Allergan Hurricane or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct complete and complete; accurate; (Bii) Allergan Hurricane and its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid due and owing by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, creditor or third party (in each case, whether or not shown on any Tax Return), except with respect to matters other than Taxes that are being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan Hurricane and its Subsidiaries; ; (Ciii) all Taxes due and payable by Allergan there is no pending or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made threatened in writing by a Tax Authority in a jurisdiction where any material audit, examination, investigation or other proceeding with respect to any Taxes of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan Hurricane or any of its Subsidiaries, except for Permitted Liens; ; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (Giv) neither Allergan or Hurricane nor any of its Subsidiaries is a party has waived any statute of limitations with respect to Taxes or agreed to any agreement extension of time with respect to a Tax assessment or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.deficiency; (iiv) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Hurricane nor any of its Subsidiaries has constituted a “"distributing corporation” " or a “"controlled corporation” " (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law).; (ivvi) Allergan isno claim has been made in writing by a tax authority in a jurisdiction where any of Hurricane or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (vii) neither Hurricane nor any of its Subsidiaries will be required to include any item of income in, and at all times since its formation has beenor exclude any item of deduction from, properly treated taxable income for any taxable period (or portion thereof) ending after the Closing Date as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, result of (A) any installment sale or open transaction disposition made on or prior to the term “Tax” Closing Date, (including B) any prepaid amount received on or prior to the plural form “Taxes” andClosing Date, with correlative meaning, (C) any "closing agreement," as described in Section 7121 of the terms “Taxable” and “Taxation”) means Code (or any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature corresponding provision of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authorityincome tax law) entered into on or prior to the Closing Date, and includes all U.S. federal, (D) any "gain recognition agreement" or "domestic use election" (or analogous concepts under state, local and non- or foreign income Tax Law) or (E) a change in the method of accounting for a period ending prior to or including the Closing Date; (viii) none of Hurricane or any of its Subsidiaries is a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related to Taxes) or has any liability for Taxes of any Person (in each case, other than Hurricane or any of its Subsidiaries) under U.S. gross Treasury Regulations Section 1.1502-6 (or netany similar provision of state, local, or non-U.S. Law) or as transferee or successor; (ix) there are no Liens for Taxes upon any property or assets of Hurricane or any of its Subsidiaries, except for the Hurricane Permitted Liens; and (x) neither Hurricane nor any of its Subsidiaries has entered into any "listed transaction" within the meaning of U.S. Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law). (b) This Agreement (including any exhibits hereto) sets forth the complete terms of the Merger. Neither Hurricane nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Tax Matters. Except as set forth in the LIN Financial Statements, the LIN Disclosure Letter, or the LIN SEC Documents, (i) Except as has not had LIN and would not reasonably be expected to have, individually or in each of its subsidiaries have timely filed with the aggregate, an Allergan Material Adverse Effect: (A) appropriate taxing authorities all material Tax Returns that are required to be filed by through the date hereof and will timely file any such material Tax Returns required to be filed on or with respect prior to Allergan or any of its Subsidiaries have been timely filed the Closing Date (taking into account any extension of time within which to file), except those under valid extension) and all such Tax Returns are trueand will be true and correct in all material respects, correct and complete; (Bii) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required of LIN and each of its subsidiaries shown to be due on the Tax Returns described in clause (i) above have been or will be timely paid by any of them, including any or adequately reserved for in accordance with GAAP (except to the extent that such Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters are being contested in good faith through appropriate proceedings or faith), (iii) no material deficiencies for which adequate reserves any Taxes have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan proposed, asserted, or assessed against LIN or any of its Subsidiaries subsidiaries that have not been fully paid or adequately provided for, in accordance with GAAP, for in the appropriate financial statements of Allergan LIN and its Subsidiaries for all periods ending on or before the date subsidiaries, and no power of such financial statements; (D) during the last three years, no claim attorney in respect of any Taxes has been made executed or filed with any taxing authority and no material issues relating to Taxes have been raised in writing by a any Governmental Entity during any presently pending audit or examination, (iv) LIN and its subsidiaries are not now subject to audit by any taxing authority and no waivers of statutes of limitation in respect of the Tax Authority Returns have been given by or requested in a jurisdiction where writing from LIN or any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; subsidiaries, (Ev) there are no material liens for Taxes upon (other than for Taxes not yet due and payable) on any property or assets of Allergan LIN or any of its Subsidiariessubsidiaries, except for Permitted Liens; (Fvi) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or neither LIN nor any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes bound by (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or nor will any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been them become a party to or bound by) any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)tax indemnity, tax sharing, tax allocation agreement, or any similar provision agreement, arrangement, or practice in respect of stateTaxes, local or non-U.S. Law. (iiivii) Since January 1, 2017 to the date hereof, neither Allergan LIN nor any of its Subsidiaries subsidiaries has constituted ever been a “distributing corporation” or a “controlled corporation” (member of an affiliated group of corporations within the meaning of Section 355(a)(l)(A) 1504 of the Code, other than the affiliated group of which LIN is the common parent, (viii) in neither LIN nor any of its subsidiaries has filed a distribution consent pursuant to the collapsible corporation provisions of stock intended to qualify for tax-free treatment under Section 355 341(f) of the Code (or any corresponding provision of state or local Law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provisions of state or local Law) apply to any disposition of any asset owned by LIN or any of its subsidiaries, as the case may be, (ix) neither LIN nor any of its subsidiaries has agreed to make, nor is any required to make, any adjustment under Section 481(a) of the Code or any similar provision of state, local, or non-U.S. Law). foreign Law by reason of a change in accounting method or otherwise, (ivx) Allergan isLIN and its subsidiaries have complied in all material respects with all applicable Laws relating to withholding of Taxes, and at all times since (xi) no property owned by LIN or any of its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, subsidiaries: (A) is property required to be treated as being owned by another person pursuant to Section 168(f)(8) of the term “Tax” Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986; (including B) constitutes "tax exempt use property" within the plural form “Taxes” and, with correlative meaning, meaning of Section 168(h)(l) of the terms “Taxable” and “Taxation”Code; or (C) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in is tax exempt bond financed property within the nature meaning of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netSection 168(g) of the Code.

Tax Matters. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Company Material Adverse Effect: : (Aa) all Tax Returns that are required to be filed by or with respect to Allergan or any of its Subsidiaries an Acquired Company have been timely filed (taking into account any extension of time within which to file), ) and all such Tax Returns are true, correct and completecomplete in all respects; (b) all Taxes of each Acquired Company (whether or not shown to be due and payable on any such Tax Return) have been timely paid; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid each Acquired Company has withheld all Taxes required to be have been withheld in connection with amounts paid by any of them, including any Taxes required to be withheld from amounts or owing to any employee, independent contractor, creditor, equityholder or other third party party; (c) no deficiency or assessment for Taxes has been asserted in each case, whether writing or not shown on assessed by any Tax Return), except Governmental Authority with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; any Acquired Company; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (Ed) there are no liens audits or examinations by any Governmental Authority ongoing or pending or, to the Knowledge of the Company, threatened in writing with respect to any Taxes for which any Acquired Company could be liable; (e) no Acquired Company has entered into a written agreement waiving or extending any statute of limitations in respect of Taxes with respect to any Acquired Company, and none of the Acquired Companies is currently the beneficiary of extensions of time within which to file any material Tax Returns, other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice; (f) there are no Liens for Taxes upon any property or assets of Allergan or any of its SubsidiariesAcquired Company, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.; (iig) None none of Allergan or any of its Subsidiaries is or has the Acquired Companies has, within the past two (2) years, been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), transaction purported or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code); (h) no Acquired Company (i) is a party to, is bound by or has any obligation under any Tax sharing, Tax allocation or Tax indemnity agreement or similar Contract or arrangement, (ii) is or has been a member of any affiliated, consolidated, combined, unitary or similar group for purposes of filing Tax Returns or paying Taxes (other than any such group of which the Company is the common parent and the only members of which are and have been the Acquired Companies), or (iii) has any liability for any Tax of any Person (other than an Acquired Company) under Treasury Regulations Section 1.1502‑6 (or similar provision of state, locallocal or non‑U.S. Law), as a transferee or successor under applicable Law; (i) no Acquired Company will be required to include or accelerate an item of income or gain in, or non-U.S. exclude or defer an item of deduction or loss from, taxable income for any period (or portion thereof) ending on or after the Closing Date as a result of any (i) installment sale, open transaction or other disposition made prior to the Closing, (ii) adjustment under Section 481(a) of the Code (or similar provision of state, local or non‑U.S. Law). ) or change in method of accounting required or initiated before the Closing, (iii) use of an improper method of accounting prior to the Closing, (iv) Allergan is“closing agreement” as described in Section 7121 of the Code (or similar agreement under state, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. local or non‑U.S. Law) or (v) As used in this Agreementprepaid amount or deferred revenue received or accrued on or prior to the Closing Date, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties other than amounts received or fines), fees, levies, imposts, duties or other similar assessments accrued in the nature ordinary course of a tax, imposed by or payable business consistent with past practice; (j) no Acquired Company has made any election under Section 965 of the Code; (k) ‎ no entity classification election pursuant to Treasury Regulations Section 301.7701‑3 has been filed with respect to any federal, state, provincial, local Acquired Company; (l) no Acquired Company has or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or nethas ever had a permanent establishment in any country other than the country of its organization; and (m) no Acquired Company has been a party to a “listed transaction” within the meaning of Treasury Regulations Section 1.6011‑4(b)(2).

Tax Matters. (i) Except as has for matters that have not had and would not reasonably be expected to have, individually or result in the aggregate, an Allergan a Material Adverse Effect: : (Aa) Each of the Company and its Subsidiaries has timely filed or has caused to be timely filed all Tax Returns that are required to be filed by or with respect to Allergan or it and/or any of its Subsidiaries have been timely filed (taking into account any valid extension of time within which to file), and all such Tax Returns are true, correct complete and complete; (B) Allergan accurate. Each of the Company and its Subsidiaries have, within the time has either fully and manner prescribed by applicable Law, timely paid or caused to be fully and timely paid all Taxes required to be paid due and owing by any of them, the Company and its Subsidiaries (including any Taxes required to be withheld from amounts owing to any employee, creditor, creditor or third party (in each case, whether or not shown on any Tax Returnparty), except with respect to matters other than Taxes that are being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on the most recent financial statements of Allergan contained in the Filed SEC Documents reflect an adequate reserve specifically established for such Taxes and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on . (b) (i) There is not pending or before the date of such financial statements; (D) during the last three years, no claim has been made threatened in writing by a Tax Authority any audit, examination, investigation, contest, litigation, claim, cause of action, inquiry, review, assessment, hearing, complaint, demand or other action or proceeding in a jurisdiction where respect of any Taxes of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan the Company or any of its Subsidiaries, except (ii) there are no Liens for Taxes on any of the assets, rights or properties of the Company or any of its Subsidiaries other than Permitted Liens; , (Fiii) no Tax Authority none of the Company or its Subsidiaries has assertedwaived any statute of limitations with respect to Taxes, or threatened in writing agreed to assert, any extension of time with respect to a Tax liability in connection assessment or deficiency and no power of attorney relating to Taxes has been granted by or with an audit or other administrative or court proceeding involving Taxes of Allergan respect to the Company or any of its Subsidiaries; and , (Giv) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) none of the Code and Treasury Regulation Section 1.6011-4(b), Company or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, locallocal or non-U.S. Law) in the two (2) years prior to the date hereof, (v) none of the Company or its Subsidiaries has entered into any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law). , (ivvi) Allergan isnone of the Company or its Subsidiaries has any liability for the Taxes of another Person (pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, and at all times since its formation has been, properly treated as a foreign corporation for local or non-U.S. federal income Tax purposes. (vLaw) As used in this Agreement, or otherwise) by reason of (A) being a member of an affiliated, consolidated, combined or unitary group (other than a group of which the term “Tax” Company is or was the common parent) or otherwise as a transferee or successor or (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”B) means being party to any and all taxes (including customs duties Tax sharing or fines), fees, levies, imposts, duties Tax indemnification agreement or other similar assessments agreement (other than an agreement entered into in the nature ordinary course of business the principal purpose of which is not the sharing, assumption or indemnification of Tax), (vii) no claim has been made in writing by a taxGovernmental Entity in a jurisdiction where the Company or any of its Subsidiaries, imposed as applicable, does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and (viii) none of the Company or payable its Subsidiaries will be required to include any federalitem of income in, stateor to exclude any item of deductions from, provincialtaxable income from any taxable period (or portion thereof) ending after the Closing as a result of any (A) change in method of accounting, (B) closing agreement, (C) intercompany transaction, intercompany account, or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding provision of State, local or non-U.S. Tax AuthorityLaw), and includes all U.S. (D) installment sale or open transaction disposition made on or prior to the Closing, (E) prepaid amount received on or prior to the Closing or (F) election under Section 108(i) of the Code. (c) For purposes of this Agreement, (i) “Tax” shall mean any federal, state, local or non-U.S. income, capital gains, gross receipts, license, payroll, employment, excise, production, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, escheat, unclaimed property, real property, personal property, sales, use, transfer, registration, documentary, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax, fee, levy, duty, custom, tariff, impost, obligation or governmental charge in the nature of a tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not; and non- U.S. gross (ii) “Tax Return” shall mean any report, declaration, return, information return, claim for refund, or netstatement relating to Taxes, including any schedule, appendix, supplement or attachment thereto, and including any amendments thereof.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan reasonably be expected to have a Sirona Material Adverse Effect: : (Ai) all Tax Returns that are required to be filed by or with respect to Allergan Sirona or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file), and all such Tax Returns are true, correct complete and complete; accurate; (Bii) Allergan Sirona and its Subsidiaries have, within the time and manner prescribed by applicable Law, have paid all Taxes required to be paid due and owing by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party them (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which have established adequate reserves have been established in accordance with GAAP on the financial statements of Allergan accruals and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided forreserves, in accordance with GAAP, in on the financial statements of Allergan included in the Sirona SEC Documents for all Taxes payable by Sirona and its Subsidiaries for all taxable periods ending on or before and portions thereof through the date of such financial statementsstatements and have not received written notice of any deficiencies for any Tax of Sirona or any of its Subsidiaries from any taxing authority for which there are not adequate reserves on the financial statements included in the Sirona SEC Documents; (iii) Sirona and its Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party; such withheld amounts were either timely paid to the appropriate taxing authority or set aside in accounts for such purpose and were reported to the appropriate taxing authority and to each such employee, independent contractor, creditor, stockholder or other third party, as required under Law; (Div) during neither Sirona nor any of its Subsidiaries is the last three yearssubject of any currently ongoing Tax audit or other proceeding with respect to Taxes nor has any audit or other proceeding with respect to Taxes been proposed against any of them in writing, and any deficiencies asserted or assessments made as a result of any audit or other proceeding with respect to Taxes have been paid in full, are being contested in good faith, or adequate accruals or reserves for such deficiencies or assessments have been established; (v) no claim has ever been made in writing by a Tax Authority in taxing authority of a jurisdiction where any Sirona or one of Allergan or its Subsidiaries does has not file filed Tax Returns that Sirona or such Person Subsidiary is or may be subject to taxation by that jurisdiction; ; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (Gvi) neither Allergan or Sirona nor any of its Subsidiaries is a party has waived any statute of limitations with respect to Taxes or agreed to any agreement extension of time with respect to a Tax assessment or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor.deficiency; (iivii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Sirona nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law) or otherwise as part of a plan (or series of related transactions)., within the meaning of Section 355(e) of the Code, that includes the Merger, in the two years prior to the date of this Agreement; (viii) none of Sirona or any of its Subsidiaries is a party to any written Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than an agreement with Sirona or its Subsidiaries or any customary Tax indemnification provisions in ordinary course commercial agreement or arrangements that are not primarily related to Taxes) or has any liability for Taxes of any Person (other than Sirona or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law) or as transferee or successor; (ix) there are no Liens for Taxes upon any property or assets of Sirona or any of its Subsidiaries, except for Taxes not yet due and payable; (x) neither Sirona nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law); (xi) Sirona has made available to DENTSPLY or its legal or accounting representative copies of all U.S. federal and state income Tax Returns for Sirona and each of its Subsidiaries filed for all periods including and after the period ended December 31, 2011; (xii) Sirona is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (xiii) neither Sirona nor any of its Subsidiaries (i) has filed any extension of time within which to file any Tax Returns that have not been filed, except in the ordinary course of business, (ii) has entered into any agreement or other arrangement waiving or extending the statute of limitations or the period of assessment or collection of any Taxes, (iii) has granted any power of attorney that is in force with respect to any matters relating to any Taxes, (iv) Allergan ishas applied for a ruling from a taxing authority relating to any Taxes that has not been granted or has proposed to enter into an agreement with a taxing authority that is pending, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreementhas, since December 31, 2011, been issued any private letter rulings, technical advice memoranda or similar agreement or rulings by any taxing authority, or (vi) will be required to include any item of income or gain in, or be required to exclude any item of deduction of loss from, any period ending after the Closing Date as a result of any (A) “closing agreement” as described in Section 7121 of the term “Tax” Code (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means or any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature provision of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax AuthorityLaw), and includes all U.S. federal(B) installment sale or open transaction made on or prior to the Closing Date, state, local and non- U.S. gross (C) election under section 108(i) of the Code or net(D) prepaid amount received prior to the Closing Date; and

Tax Matters. (a) Except as set forth on Schedule 2.14(a), (i) Except as each of the Sellers has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) filed all Tax Returns that are it was required to be filed by file related to the Business or with respect to Allergan or any of its Subsidiaries have been timely filed the Assets, (taking into account any extension of time within which to file), and ii) all such Tax Returns are true, were correct and complete; complete in all respects, (Biii) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required related to be paid the Business or the Assets owed by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party the Sellers (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves ) have been established in accordance with GAAP on paid, (iv) none of the financial statements Sellers is the beneficiary of Allergan and its Subsidiaries; any extension of time within which to file any Tax Return related to the Business or the Assets, (Cv) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has ever been made in writing by a Tax Authority an authority in a jurisdiction where any of Allergan or its Subsidiaries the Sellers does not file Tax Returns that such Person it is or may be subject to taxation by that jurisdiction; jurisdiction related to the operation of the Business or the Assets, and (Evi) there are no liens for Taxes upon Encumbrances on any property or of the assets of Allergan any of Sellers that arose in connection with any failure (or alleged failure) to pay any Tax related to the Business or the Assets. (b) Except as set forth on Schedule 2.14(b), Sellers have withheld and paid all Taxes required to have been withheld and paid, related to the Business or the Assets, in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. (c) Except as set forth on Schedule 2.14(c), (i) no shareholder of any Seller or director or officer (or employee responsible for Tax matters) of any Seller expects any authority to assess any additional Taxes related to the Business or the Assets for any period for which Tax Returns have been filed; and (ii) there is no dispute or claim concerning any Tax Liability of Sellers related to the Business or the Assets either (A) claimed or raised by any authority in writing, or (B) as to which any Seller and the directors and officers (and employees responsible for Tax matters) of any Seller has Knowledge based upon personal contact with any agent of such authority. (d) Except as set forth on Schedule 2.14(d), no Sellers are a party to any Tax allocation, indemnification or sharing agreement that will (i) remain in effect subsequent to the Transaction and (ii) impose any obligation on Buyer or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successoraffiliates. (iie) None of Allergan Except as set forth on Schedule 2.14(e), all amounts with respect to the Business or the Assets required to be collected or withheld by Sellers with respect to Taxes have been duly collected or withheld and any of its Subsidiaries is or has been a party such amounts that are required to be remitted to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Lawtaxing authority have been duly remitted. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as disclosed in Schedule G, IsoTis and each IsoTis Subsidiary has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) duly filed on a timely basis all Tax Returns that are required to be filed by or it with respect to Allergan or any of its Subsidiaries have been timely filed the appropriate Governmental Entity (taking into account any extension of time within which to file), and all such Tax Returns are true, complete and correct and complete; (B) Allergan have been prepared in compliance with all applicable laws and its Subsidiaries haveregulations), within the time and manner prescribed by applicable Law, has paid all Taxes (whether or not such Taxes are shown or required to be paid by any of themshown on a Tax Return so filed), including any all instalments on account of Taxes required to be withheld from amounts owing to any employeefor the current year, creditor, or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes are due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statementshereof; (D) during the last three years, no claim adequate provision has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file for all such amounts payable for the current period for which Tax Returns that such Person is or may are not yet required to be subject to taxation by that jurisdictionfiled; (E) there are no liens agreements, waivers or other arrangements providing for Taxes upon an extension of time with respect to the filing of any property Tax Return by, or assets payment of Allergan any Tax, governmental charge or deficiency by or against IsoTis and each IsoTis Subsidiary; to the best knowledge of IsoTis there are no actions, suits, proceedings, investigations or claims commenced, threatened or contemplated against IsoTis or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened IsoTis Subsidiary in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation respect of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions grounds for any material claim in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor. (ii) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of the Code and Treasury Regulation Section 1.6011-4(b)respect thereof, or any similar provision matters under discussion with any Governmental Entity relating to Taxes asserted by any such Governmental Entity. The transactions contemplated under this Agreement and the Plan of stateArrangement will not, local at any time before or non-U.S. Law. (iii) Since January 1after the Effective Time, 2017 to the date hereofresult in IsoTis, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of stateIsoTis Subsidiary, local, having a material liability or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation material contingent or future liability for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties amount or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federalPerson including, statewithout limitation, provincial, local any material liability or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross material contingent or netfuture liability in respect of any Taxes or otherwise.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan EchoStar Material Adverse Effect: : (Ai) all Tax Returns that are required EchoStar and the EchoStar Subsidiaries have timely filed, or caused to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (filed, taking into account any extension of time within which to file), all Tax Returns required to be filed by or with respect to any of them (the “EchoStar Returns”) and all such Tax EchoStar Returns are true, correct and complete; complete in all material respects. (Bii) Allergan EchoStar and its the EchoStar Subsidiaries have, within have timely paid in full to the time and manner prescribed by applicable Law, paid appropriate Governmental Entity all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party them (in each case, whether or not shown on any Tax EchoStar Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on and the financial statements of Allergan EchoStar and its Subsidiaries; (C) all Taxes due the EchoStar Subsidiaries reflect full and payable by Allergan or any of its Subsidiaries have been adequately provided foradequate reserves, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on Taxes accrued but not yet paid by EchoStar or before any EchoStar Subsidiary. (iii) Each of EchoStar and the date EchoStar Subsidiaries has (A) timely paid, deducted, withheld and collected all amounts required to be paid, deducted, withheld or collected by any of such financial statementsthem with respect to any payment owing to, or received from, their employees, creditors, independent contractors, customers and other third parties (and have timely paid over any amounts so withheld, deducted or collected to the appropriate Governmental Entity) and (B) otherwise complied with all applicable Legal Requirements relating to the withholding, collection and remittance of Taxes (including information reporting requirements). (iv) There are no: (A) examinations, investigations, audits, or other proceedings pending or threatened in writing with respect to any Taxes of EchoStar or any EchoStar Subsidiary or any EchoStar Returns; (B) extensions or waivers of the limitation period applicable to any EchoStar Return or the period for the assessment of any Taxes of EchoStar or the EchoStar Subsidiaries; (C) Legal Proceedings pending or threatened in writing (or, to the knowledge of EchoStar, being threatened) against EchoStar or any EchoStar Subsidiary in respect of any Tax; (D) during the last three yearsdeficiencies for Taxes that have been claimed, no claim has proposed or assessed by any Governmental Entity against EchoStar or any EchoStar Subsidiary that have not been made in writing fully satisfied by a Tax Authority in a jurisdiction where any of Allergan payment; or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property Liens in respect of or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation on account of Taxes (other than EchoStar Permitted Encumbrances) upon any of the property or assets of EchoStar or any EchoStar Subsidiary. (xv) an agreement Neither EchoStar nor any of the EchoStar Subsidiaries (A) is or arrangement solely between has been a member of any affiliated, combined, consolidated, unitary or among Allergan and/or one similar group for purposes of filing Tax Returns or more paying Taxes, except for any such group of its Subsidiaries which EchoStar is the common parent or DISH is or was the common parent or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan EchoStar, any EchoStar Subsidiary, DISH or any of its SubsidiariesDISH Subsidiary) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar state, local or non-U.S. Legal Requirement) or as a transferee or successor, by Contract or otherwise. (vi) Neither EchoStar nor any EchoStar Subsidiary will be required to include an item of income (or exclude an item of deduction) in any taxable period (or portion thereof) beginning after the Closing Date as a result of (A) a change in or incorrect method of accounting occurring prior to the Closing Date, (B) a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. LawLegal Requirement) executed prior to the Closing Date, (C) an installment sale or open transaction disposition made prior to the Closing Date, (D) any prepaid amount received (or deferred revenue recognized) or as a transferee or successor. paid, prior to the Closing Date, (iiE) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2an election under Section 108(i) of the Code and Treasury Regulation (or any similar state, local, or non-U.S. Legal Requirement) or (F) Section 1.6011965 of the Code. (vii) Neither EchoStar nor any EchoStar Subsidiary is a party to or bound by, or has any obligation under, any Tax indemnity, sharing, allocation, or reimbursement agreement or arrangement, other than (A) customary tax provisions in ordinary course commercial agreements, the principal purpose of which is not related to Taxes or (B) any such agreement or arrangement to which DISH or any DISH Subsidiary is the counterparty. (viii) Neither EchoStar nor any EchoStar Subsidiary is bound with respect to the current or any future taxable period by any closing agreement (within the meaning of Section 7121(a) of the Code or any similar or analogous state, local or non-4(b)U.S. Legal Requirement) or other ruling or written agreement with a Tax authority, in each case, with respect to material Taxes. (ix) Within the last six (6) years, no claim has been made by any Tax authority in a jurisdiction where EchoStar or any EchoStar Subsidiary has not filed Tax Returns of a particular type that EchoStar or any EchoStar Subsidiary is or may be subject to material Tax by, or required to file Tax Returns with respect to material Taxes in, such jurisdiction. (x) Within the last two (2) years, neither EchoStar nor any EchoStar Subsidiary has been a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code (or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the CodeLegal Requirement) in a distribution of stock that was purported or intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, local or non-U.S. LawLegal Requirement). (ivxi) Allergan is, and at all times since its formation Neither EchoStar nor any EchoStar Subsidiary has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means or any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax AuthorityLegal Requirement). (b) Neither EchoStar nor any EchoStar Subsidiary is aware of any fact or circumstance, and includes all U.S. federalor has taken or agreed to take any action, state, local and non- U.S. gross that could reasonably be expected to prevent or netimpede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Partnership Material Adverse Effect: (Ai) all Tax Returns that are were required to be filed by or with respect to Allergan the Partnership or any of its Subsidiaries have been duly and timely filed (taking into account any extension of time within which to file), ) and all such Tax Returns are truecomplete and accurate, correct (ii) all items of income, gain, loss, deduction and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes credit or other items required to be paid included in each such Tax Return, have been so included, (iii) all Taxes owed by the Partnership or any of themits Subsidiaries that are or have become due have been timely paid in full or an adequate reserve for the payment of such Taxes has been established, including any Taxes required to be withheld from amounts owing to any employee, creditor, (iv) all Tax withholding and deposit requirements imposed on or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan Partnership or any of its Subsidiaries have been adequately provided forsatisfied in full in all respects, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (Ev) there are no liens for Taxes upon Liens on any property or of the assets of Allergan the Partnership or any of its Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, (vi) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Partnership or any of its Subsidiaries, except (vii) there is no written claim against the Partnership or any of its Subsidiaries for Permitted Liens; (F) any Taxes, and no Tax Authority assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to assert, a any Tax liability in connection Return of or with an audit or other administrative or court proceeding involving Taxes of Allergan respect to the Partnership or any of its Subsidiaries; and , (Gviii) neither Allergan there is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the Partnership or any of its Subsidiaries or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to any of the Partnership or any of its Subsidiaries, (ix) none of the Partnership or any of its Subsidiaries will be required to include any amount in income for any taxable period as a result of a change in accounting method for any taxable period ending on or before the Closing Date or pursuant to any agreement with any Tax authority with respect to any such taxable period, (x) none of the Partnership or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by the Partnership or any of its Subsidiaries pursuant to any such agreement or arrangement relating to or any Tax indemnification agreement, (xi) none of the apportionmentPartnership or any of its Subsidiaries has been a member of a group filing a consolidated, sharing, assignment combined or allocation of Taxes similar group Tax Return (except for the Texas franchise (margin) Tax Return) (other than (xany group of which Partnership is the parent) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan the Partnership or any of its Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local local, or non-U.S. foreign Law) or ), as a transferee or successor. , by contract, or otherwise, (iixii) None of Allergan or any the Partnership and each of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election under Section 754 of the Code, (xiii) the Partnership is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or has been a party to any “listed transaction,” publicly traded partnership taxable as defined in section 6707A(c)(2) a corporation under Section 7704 of the Code and Treasury Regulation Section 1.6011-4(b)has been properly treated as such since its formation, or any similar provision (xiv) at least 90% of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any gross income of the Partnership for each taxable year since its Subsidiaries formation has constituted a been from sources that will be treated as “distributing corporationqualifying income” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A7704(d) of the Code, and (xv) in except for MarkWest Hydrocarbon, Inc., each Partnership Subsidiary is currently (and has been since its respective formation) either (a) properly classified as a distribution of stock intended partnership for U.S. federal income tax purposes or (b) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to qualify for taxTreasury Regulation Section 301.7701-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law3(b). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (vb) As used in this Agreement, (Ai) the term “Tax” (including the plural form or “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local or foreign or provincial taxes, charges, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, alternative minimum, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and non- U.S. gross estimated taxes, customs duties, escheat or netunclaimed property obligation, fees, assessments and similar charges, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority in connection with respect thereto and (ii) “Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Pi Material Adverse Effect: : (Ai) all Tax Returns that are required to be filed by or with respect to Allergan Pi or any of its the Pi Subsidiaries have been timely filed (taking into account any valid extension of time within which to file), and all such Tax Returns are true, correct and complete; complete in all respects; (Bii) Allergan Pi and its each of the Pi Subsidiaries have, within the time and manner prescribed by applicable Law, has timely paid or withheld all Taxes required to be paid or withheld by any of them, including any Taxes required it prior to be withheld from amounts owing to any employee, creditor, or third party the Closing (in each case, whether or not shown reflected on any Tax Return); (iii) no outstanding deficiency for Taxes has been proposed, except with respect to matters being contested assessed or asserted in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan writing against Pi or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; Pi Subsidiaries; (Div) during the last three years, no claim has been made in writing by a Tax Authority in a jurisdiction where neither Pi nor any of Allergan or its the Pi Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan Pi or any of its the Pi Subsidiaries) (A) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. foreign Tax Law), (B) or as a transferee or successor., or (C) by Contract (other than pursuant to any customary Tax sharing or indemnification provisions contained in any agreement entered into in the ordinary course of business, the primary purpose of which does not relate to Taxes); (iiv) None no Taxes of Allergan Pi or any of its the Pi Subsidiaries is are being contested and there are no audits, claims, assessments, levies, or administrative or judicial proceedings in respect of Taxes pending or proposed in writing against Pi or any of the Pi Subsidiaries; (vi) neither Pi nor any of the Pi Subsidiaries has been a party granted any currently effective waiver of any statute of limitations in respect of Taxes or agreed to any “listed transaction,” currently effective extension of time with respect to a Tax assessment or deficiency (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business); (vii) there are no Encumbrances for Taxes on any of the assets of Pi or any of the Pi Subsidiaries other than Permitted Encumbrances; and (viii) neither Pi nor any of the Pi Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for a taxable period ending after the Closing Date as defined in section 6707A(c)(2a result of any (A) adjustment pursuant to Section 482 of the Code and Treasury Regulation Section 1.6011-4(b), (or any similar analogous provision of state, local local, or non-U.S. foreign Law) for a taxable period ending on or before the Closing Date, (B) “closing agreement” described in Section 7121 of the Code (or any analogous provision of state, local, or foreign Law) executed on or prior to the Closing Date, (C) installment sale, intercompany transaction, or open transaction disposition made on or prior to the Closing Date, or (D) prepaid amount received on or prior to the Closing Date. (iiib) Since January 1, 2017 to the date hereof, neither Allergan Neither Pi nor any of its the Pi Subsidiaries has constituted been a “distributing corporation” or a “controlled corporation,” (each within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) , in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) within the two (2) years prior to the date of this Agreement; (c) Neither Pi nor any similar of the Pi Subsidiaries has participated in, or is currently participating in, any “listed transaction” as defined in Treasury Regulations Section 1.6011-4(b)(2) or any transaction under any analogous provision of state, local, or non-U.S. foreign Tax Law. (d) Neither Pi nor any of the Pi Subsidiaries is a party to, has any obligation under, or is bound by any material Tax allocation, Tax sharing or Tax indemnity arrangement or agreement pursuant to which it will have any potential material liability to any Person (other than Pi or any of the Pi Subsidiaries) after the Effective Time (other than pursuant to any customary Tax sharing or indemnification provisions contained in any agreement entered into in the ordinary course of business, the primary purpose of which does not relate to Taxes). (ive) Allergan is, and at At all times since its formation formation, Merger Sub LLC has been, properly been treated as a foreign corporation an Entity disregarded as separate from its owner for U.S. federal income Tax tax purposes (f) Following the Effective Time, Pi or a member of Pi’s “qualified group” (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)) of corporations plans and intends to continue Lambda’s “historic business” or use a “significant portion” of Lambda’s “historic business assets” in a business (as such terms are defined in Treasury Regulations Sections 1.368-1(d)(2) and (3)). (vg) As used in this AgreementPi has no plan or intention to cause the Surviving Company to, (A) the term “Tax” (including the plural form “Taxes” andsell, with correlative meaningtransfer or otherwise dispose of a material amount of its assets, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties except for sales, transfers or fines), fees, levies, imposts, duties or other similar assessments dispositions of such assets made in the nature ordinary course of business or transfers or dispositions permitted by Treasury Regulations Section 1.368-2(k). (h) Neither Pi nor any of the Pi Subsidiaries is aware of the existence of any fact or circumstance, after reasonable diligence, or has taken or agreed to take any action, that could reasonably be expected to prevent or impede the Integrated Mergers, taken together, from qualifying as a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net“reorganization” within the meaning of Section 368(a) of the Code.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan have a SplitCo Material Adverse Effect: : (A) all All Tax Returns that are required to be filed with any Taxing Authority by or on behalf of SplitCo or any of the Contributed Subsidiaries, or with respect to Allergan the SplitCo Assets or any of its Subsidiaries the SplitCo Business, have been timely filed when due (taking into account any extension of time within which to file), and ) in accordance with all applicable Laws; (B) all such Tax Returns are true, correct accurate and completecomplete in all respects and have been prepared in substantial compliance with all applicable Laws; (BC) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes due and payable (including any Taxes that are required to be collected, deducted or withheld in connection with any amounts paid by any of themor owing to, including any Taxes required to be withheld from amounts or received or owing to from, any employee, creditor, independent contractor or other third party party) by SplitCo or any of the Contributed Subsidiaries, or in respect of the SplitCo Assets or SplitCo Business, have been timely paid (in each case, whether or not shown on any Tax Return)collected or withheld and remitted) to the appropriate Taxing Authority, except with respect to for Taxes or Tax matters being contested in good faith through appropriate proceedings or and for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have been adequately provided for, in accordance with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no written claim has been made in writing by a Tax any Taxing Authority in a jurisdiction where a Tax Return is not filed by or on behalf of SplitCo or any of Allergan the Contributed Subsidiaries, or its Subsidiaries does not file Tax Returns with respect to the SplitCo Assets or the SplitCo Business, that such Person is SplitCo, any of the Contributed Subsidiaries, the SplitCo Assets or the SplitCo Business is, or may be be, subject to taxation Tax by or required to file or be included in a Tax Return in that jurisdiction; and (E) there are no liens Liens on any of the SplitCo Assets or the SplitCo Business that arose in connection with any failure (or alleged failure) to pay any Tax (except for Liens that arise by operation of Law for Taxes upon any property or assets not yet due and payable); (ii) All applicable Laws relating to the payment and withholding of Allergan Taxes by SplitCo or any of its the Contributed Subsidiaries, except for Permitted Liens; or with respect to the SplitCo Assets or the SplitCo Business, have been complied with and all amounts required to be so withheld and paid over under all applicable Laws have been, within the time and the manner prescribed by applicable Law, withheld from and paid over to the proper Taxing Authorities; (Fiii) (A) No outstanding written claim has been received by, and no Tax Authority has assertedaudit, Action, suit or threatened proceeding is in writing progress, against or with respect to assertSplitCo, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its the Contributed Subsidiaries, the SplitCo Assets or the SplitCo Business in respect of any Tax; and (GB) neither Allergan all deficiencies, assessments or proposed adjustments asserted against SplitCo, any of its the Contributed Subsidiaries, the SplitCo Assets or SplitCo Business by any Taxing Authority have been paid or fully and finally settled; (iv) Neither SplitCo nor any of the Contributed Subsidiaries (A) is a party to any agreement or arrangement relating to the apportionment, tax sharing, assignment tax allocation or allocation of Taxes tax indemnification agreement (other than (xthe Liberty Tax Sharing Policies, the Tax Sharing Agreement and the Sirius/Liberty Tax Sharing Agreement) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (yB) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local local, or non-U.S. foreign Law) or as a transferee or successor., except for such liability arising from membership in a Liberty Combined Group; (iiv) None of Allergan SplitCo, any of the Contributed Subsidiaries or any other entity holding SplitCo Assets or a SplitCo Business has participated in a “listed transaction” within the meaning of its Treasury Regulations Section 1.6011-4(b)(2); (vi) Neither SplitCo nor any of the Contributed Subsidiaries is or has been a party to or bound by any “listed transaction,” as defined advance pricing agreement, closing agreement or other agreement or ruling relating to Taxes with any Taxing Authority that will remain in section 6707A(c)(2) effect with respect to SplitCo, any of the Code and Treasury Regulation Section 1.6011Contributed Subsidiaries, the SplitCo Assets or the SplitCo Business after the Closing; and (vii) Other than in connection with the ABHI Split-4(b)Off or the Split-Off, during the two-year period ending on the date of this Agreement, none of SplitCo, any of the Contributed Subsidiaries or any similar provision of state, local other entity holding SplitCo Assets or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries a SplitCo Business has constituted been either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(l)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 355(a) of the Code (or any similar provision of state, local, or non-U.S. Law)Code. (ivb) Allergan is, and at Liberty has complied in all times since material respects with its formation has been, properly treated as a foreign corporation for U.S. federal income obligations under the Sirius/Liberty Tax purposesSharing Agreement. (vc) As used in of the date of this Agreement, (A) the term “Tax” (including the plural form “Taxes” andLiberty is not aware of any fact, with correlative meaningagreement, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties plan or other similar assessments in circumstance that could reasonably be expected to (i) prevent or preclude the nature exchanges of a taxSiriusXM Common Stock for the Merger Consideration pursuant to the Merger, imposed by taken together with the Contribution, from qualifying for the Merger Intended Tax Treatment, (ii) cause the Split-Off to fail to qualify for the Split-Off Intended Tax Treatment or payable to any federal, state, provincial, local (iii) prevent or nonpreclude Liberty from delivering the Liberty Split-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross Off Representation Letters or netSplitCo from delivering the SplitCo Merger Representation Letter or the SplitCo Split-Off Representation Letters.

Tax Matters. (ia) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan a Linn Party Material Adverse Effect: : (i) (A) Each of the Linn Parties and its Subsidiaries has timely filed all Tax Returns that are with the appropriate Taxing Authority required to be filed by or with respect to Allergan or any of its Subsidiaries have been timely filed (filed, taking into account any extension extensions of time within which to file)file such Tax Returns, and all such Tax Returns are truewere complete and correct, correct and complete; (B) Allergan all Taxes due and owing by each of the Linn Parties and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any such filed Tax ReturnReturns), including Taxes required to be collected or withheld from payments to employees, creditors, shareholders or other third parties, have been paid, except with respect to matters in each case of clause (A) and (B) for amounts being contested in good faith through by appropriate proceedings or for which adequate reserves have been established maintained in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; GAAP. (Cii) all (A) No deficiencies for Taxes due and payable by Allergan with respect to a Linn Party or any of its Subsidiaries have been claimed, proposed or assessed by any Taxing Authority that have not been settled and paid or adequately provided for, reserved in accordance with GAAP, (B) as of the date hereof, there are no pending or threatened audits, assessments or other actions for or relating to any liability in respect of Taxes of a Linn Party or any of its Subsidiaries, and (C) none of the financial statements Linn Parties or any of Allergan and their respective Subsidiaries have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. (iii) There are no Liens for Taxes upon any property or assets of a Linn Party or any of its Subsidiaries for all periods ending on other than Permitted Liens. (iv) None of the Linn Parties or before any of their respective Subsidiaries has participated in a “listed transaction” within the date meaning of such financial statements; Treasury Regulation Section 1.6011-4(b). (Dv) during the last three years, no No claim has been made in writing by a Tax any Taxing Authority in a jurisdiction where a Linn Party or any of Allergan or its Subsidiaries does not file Tax Returns that such Person Linn Party or any of its Subsidiaries is or may be subject to taxation by that jurisdiction; , other than any such claims that have been resolved. (Evi) there are no liens for Taxes upon any property or assets None of Allergan the Linn Parties or any of its Subsidiariestheir respective Subsidiaries is a party to any Tax allocation, except for Permitted Liens; (F) no Tax Authority has assertedsharing, indemnity, or threatened reimbursement agreement or arrangement (excluding any such agreements pursuant to customary provisions in writing contracts not primarily related to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes Taxes). (vii) None of Allergan the Linn Parties or any of its Subsidiaries; and their respective Subsidiaries has been a member of an affiliated group within the meaning of Section 1504(a) of the Code (G) neither Allergan or any similar group defined under a similar provision of foreign, state or local Law), other than a group of which a Linn Party or any of its Subsidiaries is a party to or was the common parent, and none of the Linn Parties or any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its their respective Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person other person (other than Allergan Taxes of a Linn Party or any of its Subsidiariessuch Subsidiary) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of stateforeign, state or local or non-U.S. Law) or ), as a transferee or successor, by contract or otherwise. (iiviii) None Within the last two years, none of Allergan the Linn Parties or any of its their respective Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) transaction intended to qualify under Section 355 of the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. LawCode. (iiib) Since January 1Linn has, 2017 to at all times since its formation, been classified for U.S. federal income tax purposes as a partnership or disregarded entity, as the date hereofcase may be, neither Allergan nor any of its Subsidiaries has constituted and not as a “distributing corporation” or . Linn is not, for U.S. federal income tax purposes, a “controlled corporation” partnership that would be treated as an investment company (within the meaning of Section 355(a)(l)(A351 of the Code) if the partnership were incorporated. (c) None of the Linn Parties or any of their respective Subsidiaries is aware of any fact, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede (i)(A) the HoldCo Merger and the Company Conversion, taken together, or (B) the LinnCo Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, or (ii) in a distribution the issuance of stock intended Linn Units to qualify for tax-free treatment under LinnCo pursuant to the Contribution and Issuance from qualifying as an exchange to which Section 355 721(a) of the Code (or any similar provision of state, local, or non-U.S. Law)applies. (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, an Allergan Material Adverse Effect: result in material liability to JPE or any of its unitholders or Subsidiaries, (Ai) all Tax Returns that are were required to be filed by or with respect to Allergan JPE GP, JPE or any of its their Subsidiaries have been duly and timely filed (taking into account any extension of time within which to file), ) and all such Tax Returns are truecomplete and accurate, correct (ii) all items of income, gain, loss, deduction and complete; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes credit or other items required to be paid included in each such Tax Return, have been so included, (iii) all Taxes owed by JPE GP, JPE or any of themtheir Subsidiaries that are or have become due have been timely paid in full or an adequate reserve for the payment of such Taxes has been established, including any Taxes required to be withheld from amounts owing to any employee, creditor, (iv) all Tax withholding and deposit requirements imposed on or third party (in each case, whether or not shown on any Tax Return), except with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan JPE GP, JPE or any of its their Subsidiaries have been adequately provided forsatisfied in full in all respects, (v) there are no Liens on any of the assets of JPE GP, JPE or any of their Subsidiaries that arose in accordance connection with GAAPany failure (or alleged failure) to pay any Tax, (vi) there are no audits, examinations, investigations or other proceedings pending or threatened in the financial statements writing in respect of Allergan and its Taxes or Tax matters of JPE GP, JPE or any of their Subsidiaries, (vii) there is no written claim against JPE GP, JPE or any of their Subsidiaries for all periods any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to JPE GP, JPE or any of their Subsidiaries, (viii) there is not in force any extension of time (other than customary extensions) with respect to the due date for the filing of any Tax Return of or with respect to JPE GP, JPE or any of their Subsidiaries or any waiver or agreement for any extension of time for the assessment or payment of any Tax of or with respect to any of JPE GP, JPE or any of their Subsidiaries, nor has any such extension waiver or agreement been requested, (ix) none of JPE GP, JPE or any of their Subsidiaries will be required to include any amount in income for any taxable period as a result of a change in accounting method for any taxable period ending on or before the date Closing Date or pursuant to any agreement with any Tax authority with respect to any such taxable period, (x) none of such financial statements; (D) during the last three yearsJPE GP, no claim has been made in writing by a Tax Authority in a jurisdiction where any of Allergan or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; (E) there are no liens for Taxes upon any property or assets of Allergan JPE or any of its Subsidiaries, except for Permitted Liens; (F) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and (G) neither Allergan or any of its their Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by JPE GP, JPE or any of their Subsidiaries pursuant to any such agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary any Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes)agreement, (xi) none of JPE GP, JPE or any of their Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or has any liability for the Taxes of any Person (other than Allergan JPE GP, JPE or any of its their Subsidiaries) under U.S. Treasury Regulation Section 1.1502-6 (or any similar provision of state), local or non-U.S. Law) or as a transferee or successor. , by contract, or otherwise, (iixii) None no written claim has been made by any Tax authority in a jurisdiction where any of Allergan JPE GP, JPE or any of its their Subsidiaries does not currently file a Tax Return that any of JPE GP, JPE or any of their Subsidiaries is or has been a party may be subject to any Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing, (xiii) none of JPE GP, JPE or any of their Subsidiaries has entered into any agreement or arrangement with any Tax authority that requires any of JPE GP, JPE or any of their Subsidiaries to take any action or refrain from taking any action with respect to Taxes, (xiv) none of JPE GP, JPE or any of their Subsidiaries is a “listed transaction,foreign person” as defined in section 6707A(c)(2) within the meaning of Section 1445 of the Code and Code, (xv) none of JPE GP, JPE or any of their Subsidiaries, for any taxable year not closed by the applicable statute of limitations, has entered into a transaction that is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (xvi) none of JPE GP, JPE or any similar provision of statetheir Subsidiaries has agreed to or could be required to include any item of income in, local or non-U.S. Law. exclude any item of deduction from, taxable income for any Tax period (iiior portion thereof) Since January 1, 2017 ending after the Closing Date as a result of any installment sale or open transaction disposition made on or prior to the date hereofClosing Date, neither Allergan nor any prepaid amount received on or prior to the Closing Date or election under Section 108(i) of its the Code, (xvii) JPE GP, JPE and each of their Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has constituted in effect a “distributing corporation” valid election under Section 754 of the Code, (xviii) each of JPE GP and JPE is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code and has been properly treated as such since its formation, and (xix) at least 90% of the gross income of JPE for each taxable year since its formation has been from sources that are treated as “controlled corporationqualifying income” (within the meaning of Section 355(a)(l)(A7704(d) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Law). (iv) Allergan is, and at all times since its formation has been, properly treated as a foreign corporation for U.S. federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (i) Except as set forth on Schedule 4.11: (a) each of the Acquired Companies and Quicksilver (with regard to the QRI Assets) has not had and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) timely filed all material Tax Returns that are required to be filed by on or with respect prior to Allergan or any of its Subsidiaries have been timely filed (taking into account any extension of time within which to file)the Closing Date, and all such Tax Returns are true, correct true and complete; complete in all material respects and all material Taxes owed by each Acquired Company or Quicksilver (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid by any of them, including any Taxes required to be withheld from amounts owing to any employee, creditor, or third party (in each case, whether or not shown on any Tax Return)) have been timely paid; (b) no Acquired Company is currently the beneficiary of any extension of time within which to file any Tax Return; (c) there is no Action pending, except or to Quicksilver’s Knowledge, threatened against, or with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or any of its Subsidiaries have the Acquired Companies or Quicksilver (with regard to the QRI Assets) in respect of any Tax or Tax assessment, nor has any unresolved written claim for additional Tax or Tax assessment been adequately provided forasserted or, to Quicksilver’s Knowledge, been proposed by any Tax Authority; (d) no Acquired Company has waived any statute of limitations in accordance respect of Taxes or agreed to any extension of time with GAAP, in the financial statements of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statements; (D) during the last three years, no claim has been made in writing by respect to a Tax Authority in a jurisdiction where any of Allergan assessment or its Subsidiaries does not file Tax Returns that such Person is or may be subject to taxation by that jurisdiction; deficiency; (E) there are no liens for Taxes upon any property or assets of Allergan or any of its Subsidiaries, except for Permitted Liens; (Fe) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with an audit or other administrative or court proceeding involving Taxes of Allergan or any of its Subsidiaries; and Acquired Company (Gi) neither Allergan or any of its Subsidiaries is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for the Taxes of any Person (other than Allergan or any of its Subsidiariesthe Quicksilver Group) under U.S. Treasury Regulation Section Regulations section 1.1502-6 (or any similar provision of state, local or non-U.S. Lawforeign law), (ii) or has any liability for the Taxes of any Person as a transferee or successor. , or (iiiii) None of Allergan or any of its Subsidiaries is or has been a party to any Contract providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters; (f) each of the Acquired Companies and Quicksilver (with regard to the QRI Assets) has complied in all material respects with all laws relating to the withholding of Taxes and has duly and timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing by the Acquired Companies or Quicksilver (with regard to the QRI Assets) to any employee, independent contractor, creditor, member, stockholder or other third party; (g) each of WCGP, Wilderness-Xxxxxxx LLC, a Michigan limited liability company (“listed transaction,” W-C LLC”), Saginaw Bay Lateral LP, a Michigan limited partnership (“Saginaw”), Terra Westside Processing Partnership, a Michigan general partnership (“TWPP”), Wilderness Energy L.C., a Michigan limited liability company (“W-E LC”), Wilderness Energy Services LP, a Michigan limited partnership (“W-E LP”), and Xxxxxxxx XXX LP, a Virginia limited partnership (“Xxxxxxxx”), is classified as defined a partnership for United States federal income tax purposes; under its current partnership agreement or operating agreement, as applicable, each of WCGP and W-C LLC is required to make the election provided in section 6707A(c)(2) Section 754 of the Code (a “Section 754 Election”); under its current partnership agreement or operating agreement, as applicable, each of W-E LC, W-E LP and Xxxxxxxx is required to make a Section 754 Election upon request from any partner or member, as applicable; and under its current partnership agreement, each of Saginaw and TWPP may make a Section 754 Election with the consent of its respective partners; (h) except for the assets held by WCGP, W-C LLC, Saginaw, TWPP, W-E LC, W-E LP and Xxxxxxxx, none of the Contributed Assets are deemed by agreement or applicable law to be held by a partnership for United States federal income Tax purposes; (i) except for Permitted Liens, there are no Liens on any of the assets of the Acquired Companies or the QRI Assets that arose in connection with any failure (or alleged failure) to pay any Tax; (j) the Acquired Companies have not (i) participated, within the meaning of Treasury Regulation Section 1.6011-4(b4(c), in any “listed transaction” or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan nor any of its Subsidiaries has constituted a other “distributing corporationreportable transaction” or a “controlled corporation” (within the meaning of Treasury Regulation Section 355(a)(l)(A1.6011-4, or (ii) of the Codeengaged in any transaction that gives rise to (x) in a distribution of stock intended to qualify for tax-free treatment registration obligation under Section 355 6111 of the Code and the Treasury Regulations thereunder, or (y) a list maintenance obligation under Section 6112 of the Code and the Treasury Regulations thereunder, in each case as amended by any guidance published by the Internal Revenue Service applicable at the time of any “listed transaction” or any similar provision of state, local, or non-U.S. Law).other “reportable transaction”; and (ivk) Allergan isas of the Closing Date, and at all times since its formation has beenpursuant to the Conversions, properly treated as each of the Acquired Companies will be a foreign corporation disregarded entity for U.S. United States federal income Tax purposes. (v) As used in this Agreement, (A) the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or fines), fees, levies, imposts, duties or other similar assessments in the nature of a tax, imposed by or payable to any federal, state, provincial, local or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or net

Tax Matters. (ia) Except as has not had The Company and would not reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect: (A) all Tax Returns that are required to be filed by or with respect to Allergan or any each of its Subsidiaries have been timely filed (taking into account any extension when due all Tax Returns required by applicable Law to be filed with respect to the Company, each of time within which to file), its Subsidiaries and each of the Funds; all such Tax Returns are true, correct and completecomplete in all material respects; (B) Allergan and its Subsidiaries have, within the time and manner prescribed by applicable Law, paid all Taxes required to be paid owed by any or on behalf of themthe Company, including any Taxes required to be withheld from amounts owing to any employeeeach of its Subsidiaries, creditor, or third party (in and each caseof the Funds, whether or not shown due on any Tax Return), except have been fully and timely paid. (b) Except as set forth in Section 3.10(b) of the Disclosure Letter, (i) there is no action, suit, proceeding, investigation, audit or claim now pending with respect to matters being contested in good faith through appropriate proceedings or for which adequate reserves have been established in accordance with GAAP on the financial statements of Allergan and its Subsidiaries; (C) all Taxes due and payable by Allergan or Company, any of its Subsidiaries have or the Funds in respect of any Tax, nor has any material claim for additional Tax been adequately provided forasserted by any taxing authority; (ii) there is no deficiency, refund litigation, proposed adjustment or matter in accordance controversy with GAAPrespect to any Taxes due and owing by the Company, in the financial statements any of Allergan and its Subsidiaries for all periods ending on or before the date of such financial statementsFunds; (Diii) during each deficiency resulting from any completed audit or examination relating to Taxes of the last three yearsCompany, any of its Subsidiaries or the Funds by any taxing authority has been timely paid; (iv) no issues relating to Taxes were raised by the relevant taxing authority in any such completed audit or examination that would reasonably be expected to recur in a later taxable period, and (v) neither the Company, nor any of its Subsidiaries, nor any of the Funds have granted any requests, agreements consents or waivers to extend the statutory period of limitation applicable to the assessment of any Taxes with respect to any Tax Returns. (c) No written claim has been made in writing by a any Tax Authority authority in a jurisdiction where the Company, any of Allergan its Subsidiaries, or any of the Funds does not currently file a Tax Return that the Company, any of its Subsidiaries does not file Tax Returns that such Person or any of the Funds is or may be subject to taxation any Tax in such jurisdiction, nor has any such assertion been threatened or proposed in writing by that jurisdiction; any Tax authority. (Ed) there are no liens for Taxes upon any property or assets of Allergan or Neither the Company, nor any of its Subsidiaries, except for Permitted Liens; nor any of the Funds is (Fi) no Tax Authority has asserted, or threatened in writing to assert, a Tax liability in connection with member of an audit or other administrative or court proceeding involving Taxes affiliated group (within the meaning of Allergan Section 1504(a) of the Code) or any other group that has filed a combined, consolidated or unitary income Tax Return, (ii) a party to any Tax sharing, indemnification or allocation agreement (other than any such agreement with service providers, customers, vendors, creditors or lessors entered into in the ordinary course of its Subsidiaries; and (G) neither Allergan business, the principal purpose of which is not to address Tax matters), nor does the Company or any of its Subsidiaries is a party to owe any amount under any such agreement or arrangement relating to (iii) liable for the apportionment, sharing, assignment or allocation of Taxes (other than (x) an agreement or arrangement solely between or among Allergan and/or one or more of its Subsidiaries or (y) customary Tax indemnification provisions in ordinary course commercial agreements that are not primarily related to Taxes), or has any liability for Taxes of any Person (other than Allergan or any of its Subsidiaries) under U.S. Treasury Regulation Section Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or foreign law), as a transferee or successorsuccessor or by Contract. (iie) None of Allergan or any of its Subsidiaries is or has been a party to any “listed transaction,” as defined in section 6707A(c)(2) of Neither the Code and Treasury Regulation Section 1.6011-4(b), or any similar provision of state, local or non-U.S. Law. (iii) Since January 1, 2017 to the date hereof, neither Allergan Company nor any of its Subsidiaries has participated in a “reportable transaction” described in Section 6707A(c)(1) of the Code. (f) Neither the Company, nor any of its Subsidiaries, nor any of the Funds has constituted either a “distributing corporation” or a “controlled corporationcontrolled” corporation (within the meaning of Section 355(a)(l)(A355(a)(1)(A) of the Code) in a distribution of stock intended to qualify qualifying for tax-free treatment under Section 355 of the Code (or any similar provision so much of state, local, Section 356 as relates to Section 355) (i) in the two (2) years prior to the Closing Date or non-U.S. Law)(ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (ivg) Allergan is, and at all times since its formation has been, properly Each Fund that is intended to be treated as a foreign corporation partnership for U.S. federal Federal income Tax purposes pursuant to the applicable Fund Documents is treated as such for U.S. Federal income Tax purposes. (vh) As used in this AgreementNone of the Company, any of its Subsidiaries (A) to the term “Tax” (including the plural form “Taxes” and, with correlative meaning, the terms “Taxable” and “Taxation”) means any and all taxes (including customs duties or finesextent such entities are treated as transparent for U.S. federal income tax purposes), feesany of the Controlled Funds, leviesor, impoststo the Knowledge of the Company, duties or other similar assessments any Non-Controlled Funds (in each case, to the nature extent such entities are treated as transparent for U.S. federal income tax purposes) generate any income that is “effectively connected with the conduct of a taxtrade or business within the United States” within the meaning of Section 882 of the Code, imposed by including income that is treated as effectively connected under Section 897 of the Code. (i) For purposes of this Section 3.10, references to the Company, any of its Subsidiaries, or payable to any federalof the Funds shall include any entity that was merged with or liquidated or converted into the Company, state, provincial, local such Subsidiary or non-U.S. Tax Authority, and includes all U.S. federal, state, local and non- U.S. gross or netsuch Fund.