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

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for federal and applicable state income tax purposes that the acquisition of the Equity Interests be treated as a purchase of the assets of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Price.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers Buyer and Sellers intend that for federal Seller acknowledge that, since the Acquired Companies other than FPLE Xxxxxx and applicable state income tax purposes that the acquisition of the Equity Interests be treated Xxxxx are classified as a purchase of the assets of each Subsidiary as each Subsidiary is an entity entities disregarded from their owners for federal income tax purposes, and (b) an election pursuant to Section 338(h)(10) of the Code shall be made with respect to the acquisition of the membership interests in FPLE Xxxxxx and Xxxxx, the purchase and sale of the Interests is intended to be treated for federal income tax purposes as a purchase and sale of the Assets and liabilities of the Acquired Companies. (b) Not later than ninety Buyer shall prepare and provide to Seller within sixty (9060) days following the Closing Date, Buyers shall prepare a schedule allocating after all adjustments to the Purchase Price and other pursuant to Section 2.6 have been completed in accordance with the terms thereof, a schedule (the “Purchase Price Allocation Schedule”) allocating the amounts paid and the liabilities assumed in connection with the transactions contemplated by Buyers this Agreement, adjusted as necessary to Sellers determine the purchase price of the Purchased Assets for federal income tax purposes (the “Tax Allocation Purchase Price”), among the assets included in the Purchased Assets, including . (c) The Purchase Price Allocation Schedule shall be prepared in accordance with the non-solicitation covenant in Section 5.21, in a manner consistent with Section general principles of Sections 338 and 1060 of the Code and the applicable Treasury Regulations pursuant thereto or any successor provision. Unless Seller objects to Buyer’s allocation schedule within thirty (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (1530) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to thereof, such allocationschedule shall become final. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections Seller objects to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised Buyer’s allocation within thirty (30) days following Sellers’ written notice of any objections receipt, then the Parties shall use Commercially Reasonable Efforts to agree, within thirty (30) days of Seller’s objection to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation Schedule, to an allocation of the Tax Allocation Purchase Price among the Assets of the Acquired Companies that is consistent with the allocation methodology provided by Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). In the event such mutual agreement cannot be achieved, Buyer shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such engage a nationally-recognized accounting firm to serve as an independent valuation expert to determine the Allocation, the costs of which are to be shared equally among Buyer, on the one hand, and Seller, on the other expenses directly incurred hand. Once the Allocation becomes final, whether by virtue of Seller’s deemed acquiescence, by express mutual agreement of the Parties, or by determination of the independent valuation expert, the Parties agree that neither Buyer, Seller, nor any of their Affiliates shall take any position (whether in making audits, Tax Returns or otherwise) that is inconsistent with such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute)final Allocation. The Final Purchase Price Allocation shall be binding on Sellers and Buyers revised to take into account subsequent adjustments to the Tax Allocation Purchase Price, including any indemnification payments (which shall be treated for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent as adjustments to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(BPurchase Price), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), the provisions of Sections 338 and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part 1060 of the Purchase PriceCode and the Treasury Regulations pursuant thereto or any successor provision.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that parties hereto agree that, for federal and all applicable state income tax purposes that Tax purposes, the acquisition of the Equity Interests be treated as a purchase of the Acquired Company Ownership Interests pursuant to this Agreement shall be treated solely for U.S. federal and state income Tax purposes as a (i) a purchase and sale of the assets and assumption of the liabilities of each Subsidiary as each Subsidiary is an entity disregarded of the Acquired Companies (other than Intermountain) and (ii) a purchase and sale of all the stock of Intermountain, and no party shall take a position inconsistent therewith for federal income tax purposesany Tax purpose, including on any Tax Return. (b) Not later The Purchase Price (and all other amounts required to be taken into account in determining the purchase price of the Assets and Acquired Company Ownership Interests) shall be allocated among the various classes of Assets, the assets of the Acquired Companies (other than Intermountain), and (subject to subsection (c) hereof) the stock of Intermountain in accordance with and as provided by Section 1060 of the Code. Within ninety (90) days following after the Closing DateClosing, Buyers Seller shall prepare provide Buyer with a schedule allocating preliminary allocation of the Purchase Price for Buyer’s review and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assetsapproval, including the non-solicitation covenant in Section 5.21which approval shall not be unreasonably withheld, in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations (the “Draft Purchase Price Allocation”)delayed or conditioned. Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections Subject to the Draft Purchase Price Allocation within such 15-day periodforegoing sentence, Sellers if Seller and Buyers shall negotiate in good faith to agree upon a revised Xxxxx cannot agree, initially, on an allocation, then the matter shall be submitted to the Accounting Firm for final resolution of all allocation matters. The parties agree that any Tax Returns or other Tax information they may file or cause to be filed with any Government Entity shall be prepared and any filed consistently with such agreed upon allocation shall become allocation. In this regard, the Final Purchase Price Allocation. If Sellers and Buyers cannot parties agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections that, to the Draft Purchase Price Allocationextent required, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and they will each shall timely file their Tax Returns, in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued Form 8594 prepared in accordance with the foregoing allocation, as finally determined. (c) At the request of Buyer, Seller shall join with Buyer (or the applicable Buyer Entity) in making an election pursuant to Code Section 7.2(i)338(h)(10) (and any corresponding election under state, local, and any imputed interest non-U.S. Tax law) with respect to the Holdback Shares shall be treated as interest and not part acquisition of the Purchase PriceAcquired Company Ownership Interests of Intermountain (collectively, the “Election”). In that event the parties shall cooperate with each other to take all actions necessary and appropriate to effect and preserve the Election and shall allocate the amount allocable to the stock of Intermountain (as determined under subsection (b) of this Section 10.1), and such other amounts as are required to be taken into account under the Code, among the assets of Intermountain in accordance with applicable treasury regulations and procedures and prepare and file all Tax Returns consistently with such agreed upon allocation. In addition, Seller shall include any income, gain, loss, deduction, or other tax item resulting from the Election on its Tax Returns as required by applicable law.

Tax Treatment; Allocation of Purchase Price. The Parties agree that (a) The Buyers and Sellers intend that the transactions contemplated by this Agreement will be treated for U.S. federal and applicable state Income Tax purposes as (b) a sale of partnership interests of the Company by the Sellers, which shall, for the avoidance of doubt, cause the Company’s taxable year as a partnership to close as of the end of the Closing Date for U.S. federal income tax purposes that the purposes, and (c) an acquisition of the Equity Interests be treated as a purchase of the assets of each Subsidiary member of the Company Group by Purchaser, in each case, as each Subsidiary is described in Revenue Ruling 99-6, situation 2. No Party or any Affiliate thereof shall take a position inconsistent with the preceding sentence for any purpose unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or corresponding provision of applicable U.S. state or local Law. Each of Sellers’ Representative and Purchaser shall use commercially reasonable efforts to agree upon an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following allocation of the Closing Date, Buyers shall prepare a schedule allocating the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income Tax purposes with respect to the amounts paid by Buyers allocated to Sellers the Assets, then among the six categories of assets included specified in the Purchased Assets, including the non-solicitation covenant in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 5.211060), in a manner consistent accordance with Section Sections 751, 755 and 1060 of the Code and the applicable Treasury Regulations (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation promulgated thereunder within thirty (30) days following after the Cut-Off Date (the “Allocation”). If Sellers’ written notice of any objections Representative and Purchaser reach an agreement with respect to the Draft Purchase Price Allocation, then Buyers (i) Sellers’ Representative and Purchaser shall engage use commercially reasonable efforts to update the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation Sections 751, 755 and not take 1060 of the Code following any contrary position in any Tax Return, audit or examination. If, subsequent adjustment to the Closingpurchase consideration for Tax purposes pursuant to this Agreement, (ii) Sellers and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including IRS Form 8594, any change in the consideration within the meaning of statements required under Treasury Regulations Sections 1.1060Section 1.751-1(e)(ii)(B), including the Net Working Capital Adjustment 1(a)(3) and release any allocation required under Section 755 of the Holdback SharesCode, which, in each case, Sellers and Buyers Purchaser shall allocate such change among timely file with the assets included in IRS, as applicable, and neither Sellers nor Purchaser shall take any position on any Tax Return that is inconsistent with the Purchased Assets in a manner consistent with this Section 2.7(b)Allocation, including as adjusted, unless otherwise required by applicable Law; provided, however, that (A) if Sellers’ Representative and Purchaser cannot mutually agree on the dispute resolution process contained herein. All Key Shares Allocation, each Party shall be valued in accordance with Section 7.2(i), entitled to determine its own allocation and any imputed interest with respect to the Holdback Shares file its IRS Form 8594 consistent therewith and (B) neither Party shall be treated as interest unreasonably impeded in its ability and not part of the Purchase Pricediscretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers Parties acknowledge and Sellers intend that for federal agree that, the purchase and applicable state income tax purposes that the acquisition sale of the Equity Interests shall be treated as a the purchase by the Purchaser and sale by the Seller of all of the assets of each Subsidiary as each Subsidiary is an entity disregarded the Company Group for U.S. federal (and applicable state and local) income tax Tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the . The Purchase Price (plus any assumed liabilities and other amounts paid by Buyers items, to Sellers the extent properly taken into account under the Code) shall be allocated among the assets included of the Company Group in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Tax Law, as applicable) (the “Draft Allocation Statement”), which Allocation Statement is consistent with the allocation methodology set forth on Schedule 9.2 hereof; provided, that none of the Purchase Price Allocation”)or other items taken into account shall be allocated to the Assumed Railcar Leases. Sellers The Allocation Statement shall have fifteen be delivered by the Purchaser to the Seller within ninety (1590) days after receipt of the Draft Purchase Price Allocation Closing Date. The Seller shall have thirty (30) days to provide Buyers with written notice review and notify the Purchaser in writing of any objections to such allocationreasonable disagreement with the Allocation Statement. If Sellers do the Seller does not provide written notice timely notify the Purchaser of any objections within such 15-day perioddisagreement with the Allocation Statement, the Draft Purchase Price Seller shall be conclusively deemed to have accepted and agreed to the Allocation shall become final (the “Final Purchase Price Allocation”)Statement. If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become Seller notifies the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation Purchaser within thirty (30) days following Sellers’ written notice of any objections to such disagreement, the Draft Purchase Price Allocation, then Buyers Seller and the Purchaser shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) use Commercially Reasonable Efforts to resolve such disputedispute within thirty (30) days. Such accounting firm In the event that the Seller and the Purchaser are unable to resolve such dispute within thirty (30) days, then the Seller and the Purchaser shall review each be entitled to adopt their own position regarding the disputed matters Allocation Statement. If the Seller and as promptly as practicable deliver the Purchaser agree (or are deemed to Buyers and Sellers a statement setting forth its determination as agree) to the proper treatment of Allocation Statement, then the matters in disputeSeller and the Purchaser shall, and such determination shall constitute cause their respective Affiliates to, (i) prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in accordance with the Final Purchase Price agreed Allocation and shall be final and binding upon Buyers and Sellers without Statement, (ii) not take any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers position for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation and not take any contrary position (whether in any audit, Tax Return, audit or examination. If, subsequent to otherwise) that is inconsistent with the Closing, any change in the consideration agreed Allocation Statement except as required by a “determination” within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release Section 1313(a) of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i)Code, and any imputed interest with respect (iii) use Commercially Reasonable Efforts to update the Holdback Shares shall be treated as interest and not part of agreed Allocation Statement to reflect adjustments to the Purchase Price; provided, however, that nothing contained herein shall prevent the Seller or the Purchaser from reasonably settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the agreed Allocation Statement or the tax treatment described above, and neither the Seller nor the Purchaser shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the agreed Allocation Statement or the tax treatment described above.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers Buyer and Sellers intend that for federal Seller acknowledge and applicable state income tax purposes agree that the acquisition sale of the Equity LLC Interests be treated as from Seller to Buyer pursuant to this Agreement is a purchase sale of the Company’s assets of each Subsidiary as each Subsidiary is an entity disregarded by Seller to Buyer for federal income tax Tax purposes and, as may be applicable, for state and local income Tax purposes. Buyer and Seller will file all Tax Returns in a manner consistent with such treatment, and will take no position inconsistent with such characterization for federal, state or local income Tax purposes, including in any audit, judicial or administrative proceeding. (b) Not later than ninety Within thirty (9030) days following the Closing DateDetermination Date (as defined in Section 2.5(b) hereof), Buyers Buyer and Seller shall prepare a schedule allocating agree on the allocation of the Purchase Price (which for purposes of this Section 2.3 shall mean the Purchase Price as increased to take into account any liabilities of the Company discharged or assumed by Buyer excluding the liabilities described in Section 2.1(C)) based on such method as set forth in Section 2.3(c) (the “Purchase Price Allocation”). If the Buyer and other amounts paid the Seller are unable to agree on the Purchase Price Allocation within thirty (30) days following the Determination Date, then any disputed matter(s) will be finally and conclusively resolved by Buyers the Auditors pursuant to Sellers Section 2.3(c) as promptly as practicable, and such resolution(s) will be reflected in the Purchase Price Allocation. The fees and expenses of the Auditor shall be borne equally by the Buyer and Seller. Buyer and Seller agree to (i) be bound by the Purchase Price Allocation, (ii) act in accordance with the Purchase Price Allocation in the filing of all Tax Returns (including filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (c) Notwithstanding anything herein to the contrary, for purposes of the Purchase Price Allocation prepared under this Section 2.3, the Purchase Price shall be allocated among the Company’s assets included based on the following methodology, all in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder or other applicable Law: (i) the “Draft Class I assets, Class II assets, Class III assets, Class IV assets and Class V assets, each as defined in Treasury Regulation Section 1.338-6, shall be allocated an amount equal to their respective net book values and (ii) any remaining amount after allocation to the assets in Classes I through V shall be allocated to the assets constituting Class VI or VII assets, as defined in U.S. Treasury Regulation §1.338-6. The portion of the Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt consisting of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do Indemnity Escrowed Funds shall not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocationbe treated as received by Seller, and any such agreed upon allocation shall become not be included in the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (except as and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment extent released to Seller pursuant to the Indemnity Escrow Agreement. Any amounts so released, net of the matters in disputeportion thereof treated as imputed interest, and such determination shall constitute be allocated as if allocated as part of the Final Purchase Price Allocation in accordance with the foregoing provisions of this Section 2.3(c) and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with deemed to be modified accordingly at the time of any such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Pricerelease.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for For U.S. federal and applicable state income tax purposes that purposes, Purchaser and Seller agree to, and agree to cause their Affiliates to, treat (i) the acquisition of the Equity Interests be treated Units as a taxable purchase of the assets of each Subsidiary the Company and (ii) the formation of Canadian NewCo as each Subsidiary is an entity disregarded a taxable transfer of the Canadian Purchased Assets to the Canadian NewCo in exchange for the stock of the Canadian NewCo. The Purchase Price (and other relevant amounts for U.S. federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers applicable tax purposes plus an amount equal to Sellers the net proceeds received or receivable pursuant to the Wichita Real Estate Purchase Agreement) will be allocated among the assets included of the Company in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section section 1060 of the Code and the applicable Treasury Regulations (and any similar provision of applicable state, local, or non-U.S. Law), provided that the portion of the Purchase Price allocable to the property to be sold pursuant to the Wichita Real Estate Purchase NAI-1502820106v1 Agreement shall be equal to the amount to be received by the Company in exchange therefor pursuant to the Wichita Real Estate Purchase Agreement ( the “Draft Purchase Price Allocation”). Sellers Within 60 days of the determination of the final Purchase Price pursuant to ‎Section 1.05, Purchaser shall prepare and deliver the Allocation to the Seller for Seller’s review and comment. Seller will have fifteen (15) 20 days after from the receipt of the Draft Purchase Price such draft Allocation to provide Buyers Purchaser with written notice of comments. The Parties shall work in good faith for 15 days to resolve any objections disputes. Any dispute with respect to such allocation. If Sellers do the Allocation that is not provide written notice of any objections within resolved in such 15-day period, the Draft Purchase Price Allocation period shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections be submitted to the Draft Purchase Price Allocation within such 15-day period, Sellers Accounting Firm for resolution. The fees and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment expenses of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination Accounting Firm shall be borne by the party against whom the majority of items were determined (based on amounts Parties in disputeaccordance with ‎Section 1.05(b). The Final Purchase Price Allocation Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Accounting Firm’s decision with respect to any such matters shall be conclusive and binding on Sellers Seller, Purchaser and Buyers their respective Affiliates for applicable Tax purposes purposes. The Parties will file, and each shall file will cause their Affiliates to file, all Tax Returns, in a manner Returns (including IRS Form 8594) consistent with such allocation the Allocation and not the Parties will take any contrary no position in inconsistent with the Allocation on any Tax Return, audit in any Tax Claim or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Priceotherwise unless otherwise required by applicable Law.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend For U.S. federal income Tax purposes, the Parties agree that for federal and applicable state income tax purposes that the acquisition of the Equity Interests Buyer shall be treated as a purchase of acquiring the assets of each Subsidiary Medegen Assets, and MAI Acquisition Corp. shall be treated as each Subsidiary is an entity disregarded for federal income tax purposesselling the Medegen Assets. (b) Not Within sixty (60) days of the final determination of the Inventory Adjustment, but no later than ninety sixty (9060) days following prior to the Closing Dateearliest unextended due date of the respective Form 8594 to be filed by each of Buyer and Seller, Buyers Buyer shall prepare deliver to Seller a schedule allocating that sets forth (i) the allocation of the Purchase Price and any assumed liabilities and other amounts paid by Buyers consideration required to Sellers among be taken into account under Applicable Law between the assets included Units and the Assets and (ii) the further allocation in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder of (A) the amount allocated to the Units among the Medegen Assets and (B) the amount allocated to the Assets among the Assets. Within thirty (30) days after the receipt of the proposed allocation, Seller shall propose to Buyer any changes to such proposed allocation. Buyer and Seller shall cooperate in good faith to agree to a final allocation (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers Buyer and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers Seller cannot agree upon on a revised final allocation within after thirty (30) days following Sellers’ written notice of any objections to working in good faith, Buyer and Seller shall retain the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) Accounting Firm to resolve such dispute. Such accounting firm Any determination by the Accounting Firm shall review be binding on the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as Parties. Any item not specifically referred to the proper treatment of Accounting Firm for evaluation shall be deemed final and binding on the matters Parties. Buyer and Seller shall share responsibility for the fees and expenses incurred by the Accounting Firm in dispute, and such determination shall constitute resolving any dispute with respect to the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute)equally. The Final Purchase Price Allocation shall be binding on Sellers revised to take into account any subsequent adjustments to the Purchase Price and Buyers for Tax purposes any changes to the assumed liabilities or other consideration required to be taken into account under Applicable Law, in the manner provided by Section 1060 of the Code and each the Treasury Regulations thereunder. The Parties shall file their Tax Returns, in a manner or cause to be filed timely any forms and statements required under U.S. federal or state income tax laws (including IRS Form 8594) consistent with such allocation the final Purchase Price Allocation (as appropriately adjusted for any revisions to the Purchase Price Allocation pursuant to the preceding sentence). Neither of the Parties shall (and they shall cause their Subsidiaries not to) file any Tax Return or otherwise take any contrary position in any Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to Taxes which is inconsistent with the Holdback Shares Purchase Price Allocation (as appropriately adjusted for any revisions to the Purchase Price Allocation as set forth above); provided, however, that neither Seller nor Buyer shall be treated as interest unreasonably impeded in its ability and not part of the Purchase Pricediscretion to negotiate, compromise or settle any Tax audit, claim or similar proceeding.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers Purchaser and the Sellers intend acknowledge and agree that the sale of the Acquired Units from the Sellers to Purchaser pursuant to this Agreement shall be treated for federal Income Tax purposes and, as may be applicable, for state and applicable state income tax purposes that local Income Tax purposes, in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 1). Purchaser and the acquisition of the Equity Interests be treated as a purchase of the assets of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, will file all Tax Returns in a manner consistent with such treatment and will take no position inconsistent with such characterization for any Income Tax purposes, including in any audit, judicial or administrative proceeding. (a) The Seller Members and Purchaser agree to allocate the Purchase Price (which for this purpose shall be increased by the Company’s liabilities) in accordance with the rules under Section 1060 of the Code and the applicable Treasury Regulations thereunder. Prior to Closing, the parties shall agree to an allocation schedule (the “Draft Purchase Price AllocationAllocation Schedule”) setting forth the manner in which the allocations required pursuant to Code Section 1060 and the Treasury Regulations thereunder will be determined as of the Closing Date and will be revised in the event any Earn-Out Payments are made. If Purchaser disputes any amounts on the Allocation Schedule that are to be determined by reference to the Closing Balance Sheet, then such dispute shall be resolved in accordance with the procedures in Section 1.6(c)(iii), mutatis mutandis. Purchaser and the Seller Members shall file Tax Returns, and otherwise take any actions for Tax purposes, in all respects consistent with the Allocation Schedule and this Section 7.4(b). Sellers None of Purchaser or the Seller Members shall have fifteen take any position for any Income Tax purposes (15whether in audits, Tax Returns or otherwise) days after receipt of that is inconsistent with the Draft Purchase Price Allocation Schedule and this Section 7.4(b) unless required to provide Buyers with written notice of any objections do so by applicable Legal Requirements. Purchaser and the Seller Members agree to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final file IRS Form 8594 (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith extent applicable to agree upon a revised allocationthem), and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers all United States federal, state and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in disputelocal, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their non-U.S. Tax Returns, in a manner consistent accordance with the Allocation Schedule and this Section 7.4(b). Purchaser and the Seller Members agree to provide the other promptly with any other information required to complete IRS Form 8594 (to the extent applicable to them) or such allocation and not take any contrary position in any other Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Pricedetermined for United States federal Income Tax purposes.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers purchase and Sellers intend that sale of the Interests shall be treated for U.S. federal and applicable state income tax purposes that the acquisition of the Equity Interests be treated as a purchase sale of all of the assets and an assumption of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent with Section 1060 all of the Code liabilities of the Companies and their respective Subsidiaries (other than, for the applicable Treasury Regulations avoidance of doubt, the Excluded Liabilities) (the “Draft Purchase Price AllocationTransaction Tax Treatment”). Sellers Seller and Purchaser shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serveshall cause their Affiliates to) (i) prepare and file all federal, then another independent accounting firm mutually agreed upon by Sellers state, local and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their non-U.S. Tax Returns, in a manner consistent with such allocation the Transaction Tax Treatment, and (ii) unless otherwise required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law), not take any contrary position in inconsistent therewith on any Tax Return, audit in connection with any Tax Proceeding or examination. Ifotherwise in respect of Taxes. (b) No later than 120 days after the Purchase Price is finally determined hereunder, subsequent or, if later, 90 days prior to the Closingextended due date of the earlier of Purchaser’s or Seller’s federal income tax return for the tax year for which Form 8594 is required to be filed, Purchaser will prepare and deliver an allocation of the Purchase Price (and other relevant amounts) among the individual assets deemed purchased for U.S. federal income tax purposes, in accordance with Code Sections 338 and 1060 and the Treasury Regulations thereunder, as applicable (and any change similar provisions of state, local or non-U.S. Law, as appropriate) - 21 - (“Purchaser’s Draft Allocation”). Within 30 days after Seller receives Purchaser’s Draft Allocation, if Seller disagrees with Purchaser’s Draft Allocation, Seller will provide Purchaser with a notice (the “Seller’s Allocation Notice”) to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, during the 20 days following such delivery, the Parties shall make their reasonable best efforts to negotiate in good faith in order to mutually agree upon the consideration disputed items or amounts and to determine the allocation of the Purchase Price (and other relevant amounts). The Purchaser’s Draft Allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, or as adjusted if Seller and Purchaser reach mutual agreement regarding the disputed items or amounts (the “Allocation”), will be binding upon the Parties, and (i) Seller, Seller Parent, Parent and Purchaser and their respective Affiliates will report and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such Allocation; (ii) each Party will timely and properly prepare, execute, file and deliver all such documents, forms and other information as any other Party may reasonably request in preparing such allocation; and (iii) none of Seller, Seller Parent, Parent, Purchaser, or any of their Affiliates will take any position (whether in any Tax Proceeding, on any Tax Return, or otherwise in respect of Taxes) that is inconsistent with such Allocation unless required to do so pursuant to a “determination” within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release Section 1313(a) of the Holdback SharesCode (or any similar provision of applicable state, Sellers local or foreign Law). If, after their reasonable best efforts to negotiate in good faith, the Parties cannot mutually agree regarding the disputed items or amounts, each Party may separately determine the allocation of the Purchase Price (and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(iother relevant amounts), and no Party nor any imputed interest of its Affiliates will be bound by any comments or disagreements of any other Party with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Pricesuch disputed items or amounts.

Tax Treatment; Allocation of Purchase Price. The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal Income Tax purposes as (a) The Buyers and Sellers intend that for federal and applicable state income tax purposes that the acquisition a sale of partnership interests of the Equity Interests be treated Company by the Sellers, which shall, for the avoidance of doubt, cause the Company’s taxable year as a purchase partnership to close as of the end of the Closing Date for U.S. federal Income Tax purposes, and (b) an acquisition of the assets of the Company (including the Pxxxx Securities) by Purchaser, in each Subsidiary case, as each Subsidiary is described in Revenue Ruling 99-6, situation 2. No Party or any Affiliate thereof shall take a position inconsistent with the preceding sentence for any purpose unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or corresponding provision of applicable U.S. state or local Law. Each of Sellers’ Representative and Purchaser shall use commercially reasonable efforts to agree upon an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following allocation of the Closing Date, Buyers shall prepare a schedule allocating the Adjusted Purchase Price and any other amounts paid by Buyers to Sellers items properly treated as consideration for U.S. federal Income Tax purposes (i) first among the members of the Company Group and Pxxxx Group, and (ii) further among the assets included in of each member of the Purchased Assets, including the non-solicitation covenant in Section 5.21Company Group and Pxxxx Group, in a manner consistent accordance with Section Sections 751, 755 and 1060 of the Code and the applicable Treasury Regulations (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation promulgated thereunder within thirty (30) days following after the Cut-Off Date (or such other date that is mutually agreed to by the Sellers’ written notice Representative and the Purchaser) (the “Allocation”); provided that the Sellers’ Representative and Purchaser shall use commercially reasonable efforts to coordinate with Pxxxx and its representatives in determining the portion of any objections the Adjusted Purchase Price (and other items treated as consideration for U.S. federal income tax purposes) to be allocated to each member of the Pxxxx Group and among the assets of each member of the Pxxxx Group in a manner consistent with Pxxxx’x tax reporting for purposes of Sections 755, 751 and 743(b) of the Code with respect to the Draft deemed acquisition of the Pxxxx Securities by Purchaser described above (such allocation, the “Pxxxx Allocation”). If the Parties are not able to agree on the portion of the Adjusted Purchase Price and any other items properly treated as consideration for U.S. federal income tax purposes to be allocated to Constitution Resources (and among the assets of Constitution Resources) and the Wxxxxxx Tax Partnership (and among the assets of the Wxxxxxx Tax Partnership) (such allocations as finally agreed by the Parties or determined by the Accounting Referee, the “Flow-Through Subsidiary Allocations”) within thirty (30) days of the Cut-Off Date (or such other agreed date), the Parties shall submit such determination to the Accounting Firm, and the Accounting Firm shall make such determination, pursuant to the procedures set forth in Section 2.7(b), mutatis mutandis; provided, however, that the Flow-Through Subsidiary Allocations shall in any event be consistent with the Allocated Values except as otherwise required by applicable U.S. federal income Tax Law or the Pxxxx Allocation. With respect to the Pxxxx Allocation and the Flow-Through Subsidiary Allocations, and with respect to the remainder of the Allocation to the extent the Sellers’ Representative and Purchaser reach an agreement with respect to such remainder of the Allocation, then Buyers (i) the Sellers’ Representative and Purchaser shall engage use commercially reasonable efforts to update the accounting firm of Ernst & Young LLPAllocation, HoustonPxxxx Allocation and/or Flow-Through Subsidiary Allocations, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returnsapplicable, in a manner consistent (A) with such allocation the Allocation, Pxxxx Allocation and/or Flow-Through Subsidiary Allocations, as applicable, as finally determined hereunder in accordance with Sections 751, 755 and not take 1060 of the Code following any contrary position in any Tax Return, audit or examination. If, subsequent adjustment to the Closingpurchase consideration for Tax purposes pursuant to this Agreement and (B) Pxxxx’x tax reporting of the deemed acquisition of Pxxxx Securities described above, and (ii) Sellers and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation, Pxxxx Allocation and/or Flow-Through Subsidiary Allocations, as applicable, in each case, as adjusted, on all Tax Returns, including IRS Form 8594, any change in the consideration within the meaning of statements required under Treasury Regulations Sections 1.1060Section 1.751-1(e)(ii)(B), including the Net Working Capital Adjustment 1(a)(3) and release any allocation required under Section 755 of the Holdback SharesCode, which, in each case, Sellers and Buyers Purchaser shall allocate such change among timely file with the assets included IRS, as applicable, and neither Sellers nor Purchaser shall take any position on any Tax Return that is inconsistent with the Allocation, Pxxxx Allocation and/or Flow-Through Subsidiary Allocations, as applicable, as adjusted, unless otherwise required by a determination as defined in Section 1313(a) of the Purchased Assets in a manner consistent with this Section 2.7(bCode (or any corresponding or similar provision of applicable state or local Tax Law); provided, including however, that (x) if the dispute resolution process contained herein. All Key Shares Sellers’ Representative and Purchaser cannot mutually agree on the Allocation, each Party shall be valued in accordance with Section 7.2(i), entitled to determine its own allocation and any imputed interest file its IRS Form 8594 consistent therewith (other than with respect to the Holdback Shares Pxxxx Allocation and the Flow-Through Subsidiary Allocations), and (y) no Party shall be treated as interest unreasonably impeded in its ability and not part of the Purchase Pricediscretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers purchase and Sellers intend that sale of the Interests shall be treated for U.S. federal and applicable state income tax purposes that the acquisition of the Equity Interests be treated as a purchase sale of all of the assets and an assumption of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent with Section 1060 all of the Code liabilities of the Companies and their respective Subsidiaries (other than, for the applicable Treasury Regulations avoidance of doubt, the Excluded Liabilities) (the “Draft Purchase Price AllocationTransaction Tax Treatment”). Sellers Seller and Purchaser shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serveshall cause their Affiliates to) (i) prepare and file all federal, then another independent accounting firm mutually agreed upon by Sellers state, local and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their non-U.S. Tax Returns, in a manner consistent with such allocation the Transaction Tax Treatment, and (ii) unless otherwise required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law), not take any contrary position in inconsistent therewith on any Tax Return, audit in connection with any Tax Proceeding or examination. Ifotherwise in respect of Taxes. (b) No later than 120 days after the Purchase Price is finally determined hereunder, subsequent or, if later, 90 days prior to the Closingextended due date of the earlier of Purchaser’s or Seller’s federal income tax return for the tax year for which Form 8594 is required to be filed, Purchaser will prepare and deliver an allocation of the Purchase Price (and other relevant amounts) among the individual assets deemed purchased for U.S. federal income tax purposes, in accordance with Code Sections 338 and 1060 and the Treasury Regulations thereunder, as applicable (and any change similar provisions of state, local or non-U.S. Law, as appropriate) (“Purchaser’s Draft Allocation”). Within 30 days after Seller receives Purchaser’s Draft Allocation, if Seller disagrees with Purchaser’s Draft Allocation, Seller will provide Purchaser with a notice (the “Seller’s Allocation Notice”) to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, during the 20 days following such delivery, the Parties shall make their reasonable best efforts to negotiate in good faith in order to mutually agree upon the consideration disputed items or amounts and to determine the allocation of the Purchase Price (and other relevant amounts). The Purchaser’s Draft Allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, or as adjusted if Seller and Purchaser reach mutual agreement regarding the disputed items or amounts (the “Allocation”), will be binding upon the Parties, and (i) Seller, Seller Parent, Parent and Purchaser and their respective Affiliates will report and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such Allocation; (ii) each Party will timely and properly prepare, execute, file and deliver all such documents, forms and other information as any other Party may reasonably request in preparing such allocation; and (iii) none of Seller, Seller Parent, Parent, Purchaser, or any of their Affiliates will take any position (whether in any Tax Proceeding, on any Tax Return, or otherwise in respect of Taxes) that is inconsistent with such Allocation unless required to do so pursuant to a “determination” within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release Section 1313(a) of the Holdback SharesCode (or any similar provision of applicable state, Sellers local or foreign Law). If, after their reasonable best efforts to negotiate in good faith, the Parties cannot mutually agree regarding the disputed items or amounts, each Party may separately determine the allocation of the Purchase Price (and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(iother relevant amounts), and no Party nor any imputed interest of its Affiliates will be bound by any comments or disagreements of any other Party with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Pricesuch disputed items or amounts.

Tax Treatment; Allocation of Purchase Price. For federal income Tax purposes (a) The Buyers and Sellers intend that for federal and applicable state and local income tax purposes Taxes), the Parties agree and acknowledge that the acquisition purchase and sale of the Equity Membership Interests shall be treated as a taxable purchase and sale of the assets of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Acquired Entities. The Purchase Price and (plus the value of the liabilities assumed together with any other amounts paid by Buyers to Sellers included in purchase price for income Tax purposes) shall be allocated among the assets included of Acquired Entities for Tax purposes in accordance with the Purchased Assetsallocation methodology set forth in Schedule 6.2(k), including the non-solicitation covenant in Section 5.21, in a manner which schedule shall be consistent with Section 1060 of the Code and the applicable Treasury Regulations thereunder (and any similar provisions of state, local or foreign Law). Within ninety (90) days after the Closing Date, the Buyer shall provide the Seller Parties with a purchase price allocation consistent with the methodology set forth on Schedule 6.2(k) (“Draft Purchase Price Allocation”). Sellers The Seller Parties shall have fifteen (15) days after receipt of the Draft Purchase Price review such Allocation and provide any proposed revisions to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation Buyer within thirty (30) days following Sellers’ written notice of any objections receipt by the Seller Parties. The Parties shall use good faith reasonable efforts to negotiate with respect to such proposed revisions. If the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or Parties are unable to servereach agreement with respect to such Allocation within sixty (60) days after delivery by the Seller Parties of its proposed revisions, then any disputed items shall be resolved by RSM US LLC or another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as reasonably satisfactory to the proper treatment Buyer and the Seller Parties (the “Independent Accountant”). The costs and expenses of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination Independent Accountant shall be borne 50% by the party against whom Seller Parties and 50% by the majority of items were determined (based on amounts in dispute)Buyer. The Allocation, including all information that has been agreed to or finally determined by the Independent Accountant, shall be referred to as the “Final Allocation.” Any adjustments to the Purchase Price Allocation after the date the allocation is determined pursuant to this Section 6.2(k) shall also be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change allocated among the Acquired Entities’ assets included in the Purchased Assets in a manner consistent with this Section 2.7(b6.2(k), including the dispute resolution process contained herein. All Key Shares The Final Allocation shall be valued binding upon the Parties and their Affiliates for all Tax purposes, and each (i) shall file, or cause to be filed, all applicable Tax Returns, in accordance with Section 7.2(i), such Final Allocation (including on Form 8594) and (ii) shall not take or permit its Affiliates to take any imputed interest Tax position that is inconsistent with respect such Final Allocation unless required to do so by a Taxing Authority. Buyer and Seller shall promptly advise each other of any Tax audit or other legal proceeding relating to the Holdback Shares shall be treated as interest and not part of the Purchase Pricetax characterization set forth in this Section 6.2(k).

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for For U.S. federal and applicable state income tax purposes that purposes, Purchaser and Seller agree to, and agree to cause their Affiliates to, treat (i) the acquisition of the Equity Interests be treated Units as a taxable purchase of the assets of each Subsidiary the Company and (ii) the formation of Canadian NewCo as each Subsidiary is an entity disregarded a taxable transfer of the Canadian Purchased Assets to the Canadian NewCo in exchange for the stock of the Canadian NewCo. The Purchase Price (and other relevant amounts for U.S. federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers applicable tax purposes plus an amount equal to Sellers the net proceeds received or receivable pursuant to the Wichita Real Estate Purchase Agreement) will be allocated among the assets included of the Company in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section section 1060 of the Code and the applicable Treasury Regulations (and any similar provision of applicable state, local, or non-U.S. Law), provided that the portion of the Purchase Price allocable to the property to be sold pursuant to the Wichita Real Estate Purchase -48- NAI-1502820106v1 Agreement shall be equal to the amount to be received by the Company in exchange therefor pursuant to the Wichita Real Estate Purchase Agreement ( the “Draft Purchase Price Allocation”). Sellers Within 60 days of the determination of the final Purchase Price pursuant to ‎Section 1.05, Purchaser shall prepare and deliver the Allocation to the Seller for Seller’s review and comment. Seller will have fifteen (15) 20 days after from the receipt of the Draft Purchase Price such draft Allocation to provide Buyers Purchaser with written notice of comments. The Parties shall work in good faith for 15 days to resolve any objections disputes. Any dispute with respect to such allocation. If Sellers do the Allocation that is not provide written notice of any objections within resolved in such 15-day period, the Draft Purchase Price Allocation period shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections be submitted to the Draft Purchase Price Allocation within such 15-day period, Sellers Accounting Firm for resolution. The fees and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment expenses of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination Accounting Firm shall be borne by the party against whom the majority of items were determined (based on amounts Parties in disputeaccordance with ‎Section 1.05(b). The Final Purchase Price Allocation Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Accounting Firm’s decision with respect to any such matters shall be conclusive and binding on Sellers Seller, Purchaser and Buyers their respective Affiliates for applicable Tax purposes purposes. The Parties will file, and each shall file will cause their Affiliates to file, all Tax Returns, in a manner Returns (including IRS Form 8594) consistent with such allocation the Allocation and not the Parties will take any contrary no position in inconsistent with the Allocation on any Tax Return, audit in any Tax Claim or examination. If, subsequent to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Priceotherwise unless otherwise required by applicable Law.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for For U.S. federal and applicable state income tax purposes that purposes, Sphinx and Arion agree to, and agree to cause their Affiliates to, treat the acquisition of the Equity Interests be treated Purchased Shares as a the taxable purchase of the assets of each Subsidiary the Purchased Entities and the purchase of the Purchased Assets as each Subsidiary is an entity disregarded for federal income tax purposesthe taxable purchase of the Purchased Assets. (b) Not No later than ninety 20 Business Days prior to Closing, Sphinx shall provide to Arion a preliminary allocation of the Total Consideration (90and, for purposes of this Section 3.3 and the other Transaction Documents, the parties agree the Equity Consideration has a fair market value as determined by Sphinx in its sole good faith discretion and as notified in writing by Sphinx to Arion no later than 20 Business Days prior to Closing) payable to Sphinx and each of the Other Sphinx Entities in the case of the Sphinx and the Other Asset Sphinx Entities, allocated based on the fair market value of the assets sold by each of Sphinx and the Other Asset Sphinx Entities and, in the case of the Other Share Sphinx Entities, allocated based on the fair market value of the relevant Purchased Entity sold by such Other Share Sphinx Entity (the “Preliminary Allocation”); provided that prior to delivery of the Preliminary Allocation and from time to time following the Agreement Date and reasonably in advance of the date on which the Preliminary Allocation is delivered, Sphinx shall discuss such Preliminary Allocation with Arion and consider in good faith Arion’s reasonable comments on the Preliminary Allocation and use reasonable best efforts to share with Arion information relevant to the preparation of the Preliminary Allocation, including drafts thereof, as it becomes available. The Preliminary Allocation shall be subject to Arion’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). For purposes of the Transaction Documents, the parties agree that the Equity Consideration shall be used for and allocated to the purchase hereunder by Arion and Other Arion Entities of Purchased Assets and Purchased Entities from Sphinx and the other Subsidiaries of Sphinx that are organized in the United States. (c) As soon as practicable after the Closing (and in any event within 120 days following of the Closing Date), Buyers Arion shall prepare deliver to Sphinx a schedule allocating statement (the Purchase Price “Allocation Statement”) that allocates the Total Consideration among the Purchased Shares and the Purchased Assets (and, where appropriate, the assets of any Purchased Entity or Purchased Minority Interest) as of the Effective Time in accordance with the allocation requirements of Section 1060 of the Code (and any other amounts applicable Tax Law) and in a manner consistent with the principles used in the Preliminary Allocation as finally determined under Section 3.3(a). Such Allocation Statement shall be adjusted to reflect any changes to Closing Net Working Capital in accordance with the determination of the Final Closing Net Working Capital under Section 3.5. If, within 30 Business Days after the delivery of the Allocation Statement, Sphinx notifies Arion that Sphinx objects to the allocation set forth in the Allocation Statement, Arion and Sphinx shall seek in good faith to resolve such dispute within 30 Business Days. In the event that Arion and Sphinx are unable to resolve such dispute within 30 Business Days, Sphinx and Arion shall jointly retain, and cooperate in good faith with a mutually agreed, nationally recognized independent public accounting firm as shall be mutually agreed by the Parties (the “Independent Accountant”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected in the Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Independent Accountant shall be allocated to be paid by Buyers Arion and Sphinx in inverse proportion as they may each prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the merits of the matters submitted. In the event that Sphinx notifies Arion that it accepts the Allocation Statement, or does not notify Arion of any objections to Sellers among the assets included Allocation Statement during such 30 Business Day period, Sphinx shall be considered to have accepted the accuracy of the Allocation Statement delivered by Arion and such Allocation Statement shall be final, conclusive and binding upon the Parties. Any adjustments to the Total Consideration paid by Arion in consideration for the sale and purchase of the Purchased Shares and the Purchased Assets (including any adjustments made pursuant to Section 3.2 and Section 3.5) shall be reflected in the Purchased Assets, including the non-solicitation covenant in Section 5.21, Allocation Statement in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations regulations promulgated thereunder (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (15) days after receipt of the Draft Purchase Price Allocation to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers and Buyers shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers other similar provisions under applicable Tax Law) and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm as mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom Parties (it being understood that no Party will unreasonably withhold, condition or delay such agreement). (d) For all Tax purposes, Sphinx and Arion (x) agree to report the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, transactions contemplated by this Agreement in a manner consistent with such allocation the Allocation Statement and (y) will not take any contrary position inconsistent therewith in any Tax Return, Return in any audit or examination. Ifrefund claim, subsequent in any litigation or otherwise, in each case with respect to a Taxing Authority, unless required to do so by a Taxing Authority pursuant to the Closing, any change resolution of a Tax contest in which the consideration within Allocation Statement has been defended diligently and in good faith. Sphinx and Arion shall each be responsible for the meaning preparation of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment their own Section 1060 statements and release of the Holdback Shares, Sellers forms in accordance with applicable Tax Laws and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b)the Allocation Statement, including and each shall execute and deliver to each other such statements and forms as are reasonably requested by the other Party. In the event that the Allocation Statement is disputed by any Taxing Authority, (i) the Party receiving notice of the dispute resolution process contained herein. All Key Shares shall be valued promptly notify the other Party of such notice and (ii) both Sphinx and Arion shall use reasonable efforts to defend the Allocation Statement in accordance with Section 7.2(i), any Proceedings or settle such dispute in a manner mutually acceptable to Sphinx and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase PriceArion.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers 3.4.1 Seller and Sellers intend that for federal and applicable state income tax purposes that Buyer each agree to treat the acquisition transfer of the Equity Interests be treated Transferred Assets from Seller to Buyer as a purchase sale for any and all Tax purposes, and shall not take any position on any Tax Return that is inconsistent with the treatment of the assets transfer as a sale for any and all Tax purposes unless otherwise required by a “determination” as defined in Section 1313(a) of each Subsidiary as each Subsidiary is an entity disregarded for federal income tax purposesthe Code. (b) Not later than ninety (90) days following 3.4.2 Within [***] after the Closing Date, Buyers Buyer shall prepare deliver to Seller a schedule allocating the Purchase Price (including any Assumed Liabilities treated as consideration for the Transferred Assets for Tax purposes) (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be prepared in accordance with Section 1060 of the Code, and other amounts paid by Buyers to Sellers among the assets included in the Purchased Assets, including the non-solicitation covenant in Section 5.21, shall prepared in a manner consistent with Section the residual method principles of Sections 1060 and 338 of the Code and the applicable regulations promulgated thereunder as applied by treating the GAAP book value as of the Closing Date of the Transferred Assets described in the Class I through VI asset classes of Treasury Regulations (the “Draft Section 1.338-6 as their respective fair market values, with all residual Purchase Price Allocation”)(including any Assumed Liabilities treated as consideration for the Transferred Assets for Tax purposes) assigned to the Treasury Regulations Section 1.338-6 Class VII asset class. Sellers shall have fifteen (15) days after receipt of the Draft The Purchase Price Allocation Schedule shall be deemed final unless Seller notifies Buyer in writing that Seller objects to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day period, one or more items reflected in the Draft Purchase Price Allocation shall become final (Schedule within [***] after the “Final Purchase Price Allocation”). If Sellers provide written notice delivery of any objections to the Draft Purchase Price Allocation within Schedule by Buyer. In the event of any such 15-day periodobjection, Sellers Seller and Buyers Buyer shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters ; provided, however, that if Seller and as promptly as practicable deliver Buyer are unable to Buyers and Sellers a statement setting forth its determination as resolve any dispute with respect to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and Schedule within [***] after the delivery of the dispute notice by Seller, such dispute shall be final resolved by an impartial firm of independent certified public accountants mutually appointed by Buyer and binding upon Buyers Seller. The fees and Sellers without any further right of appeal. All charges expenses of such accounting firm and other expenses directly incurred in making such determination shall be borne equally by Seller and Buyer. Seller and Buyer agree to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation and not take any contrary position in any Tax Return, audit or examination. If, subsequent Schedule as finally determined pursuant to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Pricesection.

Tax Treatment; Allocation of Purchase Price. Buyer and Seller agree to treat, for U.S. federal income Tax purposes (a) The Buyers and Sellers intend that for federal and applicable state income tax purposes that and local Tax purposes), the acquisition sale of all of the Equity Interests be treated of the Company by Seller to Buyer pursuant to this Agreement as a purchase if Seller sold to Buyer all of the assets of each Subsidiary the Company in exchange for the amount treated as each Subsidiary is an entity disregarded consideration for U.S. federal income Tax purposes (the “Agreed Tax Treatment”). Within the later of (i) sixty (60) days after the Closing Date or (ii) forty-five (45) days following the final determination of the Final Adjustment Amount pursuant to Section 2.3, Buyer shall deliver to Seller a draft allocation of the Base Purchase Price (as adjusted pursuant to Section 2.3) and all other amounts treated as consideration for federal income tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the Purchase Price and other amounts paid by Buyers to Sellers purposes among the assets included of the Company (the “Draft Allocation”). The Draft Allocation shall be reasonable and shall be prepared in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Section 1060 of the Code and Code. If Seller disagrees with the applicable Treasury Regulations Draft Allocation, Seller may deliver, within sixty (the “Draft Purchase Price Allocation”). Sellers shall have fifteen (1560) days after receipt of the Draft Purchase Price Allocation to provide Buyers with Allocation, a written notice to Buyer stating that it disagrees with the Draft Allocation, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation in respect of those items. Buyer and Seller shall then use their commercially reasonable efforts to reach agreement on any objections such disputed items or amounts. If, after using commercially reasonable efforts, Buyer and Seller are unable to reach such agreement, each of Buyer and Seller may adopt separate positions on their respective Tax Returns with respect to such allocationdisputed items or amounts. If Sellers do not provide written notice of The Draft Allocation, to the extent agreed or adjusted pursuant to any objections within such 15-day period, the Draft Purchase Price Allocation shall become final agreement between Buyer and Seller (the “Final Purchase Price Allocation”), shall be conclusive and binding on all Parties. If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers Buyer and Buyers Seller agree that they shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers shall cause their respective Affiliates to) prepare and Buyersfile all Tax Returns (and IRS Forms 8594) to resolve such dispute. Such accounting firm shall review the disputed matters and as promptly as practicable deliver to Buyers and Sellers a statement setting forth its determination as to the proper treatment of the matters in dispute, and such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination shall be borne by the party against whom the majority of items were determined (based on amounts in dispute). The Final Purchase Price Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, in a manner consistent with such allocation the Agreed Tax Treatment and not take the Final Allocation (if applicable), and shall file any contrary position in additional information returns required to be filed to reflect any Tax Return, audit or examination. If, subsequent mutually agreed upon adjustments to the ClosingFinal Allocation, any change in the consideration each case unless otherwise required by a “determination” within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release Section 1313(a) of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase PriceCode.

Tax Treatment; Allocation of Purchase Price. (a) The Buyers and Sellers intend that for For U.S. federal and applicable state and local income tax purposes that Tax purposes, each of Buyer, the acquisition Company and Seller intends, and shall treat and report (and, to the extent applicable, cause its Affiliates to treat and report), the transfer of the Equity Membership Interests be treated to Buyer pursuant to Section 1.01 as a purchase the sale by Seller to Buyer of the assets of each Subsidiary the Company and its Subsidiaries for aggregate consideration consisting of the Purchase Price (plus other amounts properly treated as each Subsidiary is an entity disregarded consideration for federal income tax Tax purposes. (b) Not later than ninety (90) days following the Closing Date, Buyers shall prepare a schedule allocating the ). The Purchase Price and other amounts paid by Buyers to Sellers properly treated as consideration for Tax purposes shall be allocated among the assets included of the Company and its Subsidiaries (the “Allocation Schedule”) in the Purchased Assets, including the non-solicitation covenant in Section 5.21, in a manner consistent accordance with Schedule 1.02(b) and Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable related Treasury Regulations (the “Draft Purchase Price Allocation”and any similar provision of state, local or foreign Tax Law). Sellers , which Allocation Schedule Buyer shall have fifteen (15) prepare and deliver to Seller within 90 days after receipt the Closing Date. If Seller notifies Buyer in writing within 20 days of Buyer’s delivery to Seller of the Draft Purchase Price Allocation Schedule that Seller objects to provide Buyers with written notice of any objections to such allocation. If Sellers do not provide written notice of any objections within such 15-day periodone or more items reflected in the Allocation Schedule, the Draft Purchase Price Allocation shall become final (the “Final Purchase Price Allocation”). If Sellers provide written notice of any objections to the Draft Purchase Price Allocation within such 15-day period, Sellers Seller and Buyers Buyer shall negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Sellers and Buyers cannot agree upon a revised allocation within thirty (30) days following Sellers’ written notice of any objections to the Draft Purchase Price Allocation, then Buyers shall engage the accounting firm of Ernst & Young LLP, Houston, Texas (and if for any reason it is unwilling or unable to serve, then another independent accounting firm mutually agreed upon by Sellers and Buyers) to resolve such dispute. Such accounting firm shall review the disputed matters ; provided, however, that if Seller and as promptly as practicable deliver Buyer are unable to Buyers and Sellers a statement setting forth its determination as resolve any dispute with respect to the proper treatment Allocation Schedule within 30 days following Seller’s written notification to Buyer of such objection, such dispute shall be resolved by the Accountants. The fees and expenses of the matters in dispute, Accountants for their review and resolution of any such determination shall constitute the Final Purchase Price Allocation and shall be final and binding upon Buyers and Sellers without any further right of appeal. All charges of such accounting firm and other expenses directly incurred in making such determination disputed items shall be borne by Buyer and Seller in inverse proportion as Buyer and Seller, respectively, may prevail on the party against whom matters resolved by the majority of items were Accountants under this Section 1.02(b) (determined (based on amounts the final determination of the disputed items, measured in terms of dollars, relative to the aggregate dollar amount of the items in dispute), which proportionate allocation shall also be determined by the Accountants. The Final Within 30 days of any adjustment to the Purchase Price under any provision of this Agreement, Buyer shall adjust the Allocation shall be binding on Sellers and Buyers for Tax purposes and each shall file their Tax Returns, Schedule in a manner consistent with such allocation Code Section 1060 and not the Treasury Regulations promulgated thereunder (as adjusted, the “Adjusted Allocation Schedule”) and this Section 1.02(b) and deliver a copy of the Adjusted Allocation Schedule to Seller. Any disputes concerning the Adjusted Allocation Schedule shall be resolved in accordance with the foregoing procedures set forth in this Section 1.02(b). Seller and Buyer agree to utilize the Allocation Schedule (or the Adjusted Allocation Schedule, as applicable) for Tax reporting purposes, including the filing of Form 8594 with the Internal Revenue Service. Unless otherwise required by a Final Determination, no party shall file any Tax Return with, or take any contrary position in any Tax Returnproceedings before, audit any Governmental Authority that is inconsistent with the Allocation Schedule (or examinationthe Adjusted Allocation Schedule, as applicable). IfIf any state or federal taxing authority challenges the Allocation Schedule (or the Adjusted Allocation Schedule, subsequent as applicable), the party receiving notice of the challenge shall promptly provide notice to the Closing, any change in the consideration within the meaning of Treasury Regulations Sections 1.1060-1(e)(ii)(B), including the Net Working Capital Adjustment and release of the Holdback Shares, Sellers and Buyers shall allocate such change among the assets included in the Purchased Assets in a manner consistent with this Section 2.7(b), including the dispute resolution process contained herein. All Key Shares shall be valued in accordance with Section 7.2(i), and any imputed interest with respect to the Holdback Shares shall be treated as interest and not part of the Purchase Priceother parties.