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

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state Purchaser and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and Seller agree that, for U.S. federal and applicable state income Tax purposes, the sale of the Purchased Interests is properly treated as a sale of all of the assets of the Company and its Subsidiary. Purchaser and Seller agree to cooperate in the preparation of a joint allocation schedule which allocates the Aggregate Purchase Price shall be allocated among the Company Assets such acquired assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Purchase Price Allocation StatementSchedule”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer Purchaser and Seller are unable to resolve such differences agree on the Purchase Price Allocation Schedule within such time periodsixty (60) days following the Closing Date, then any remaining disputed matters will be submitted to finally and conclusively determined by the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunderAccounting Arbitrator, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report which shall be allocated to be paid one-half by Buyer Purchaser, on the one hand, and one-half Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by Sellersuch party, as determined by the Accounting Arbitrator. The Parties Notwithstanding the foregoing, Purchaser and Seller agree that for purposes of the Purchase Price Allocation Schedule, the principles set forth in Exhibit C shall apply, and the Accounting Arbitrator shall be required to follow the principles set forth therein in resolving any such dispute. Purchaser and Seller shall each file all appropriate its respective Tax Returns and forms (including IRS Form 8594) in accordance with the Allocation Statement such allocation schedule and no Party shall not take a any position on any Tax Return, before any Governmental Entity charged with Return or during the collection course of any Tax, audit or in any judicial proceeding other Action that is in any way inconsistent with the Allocation Statementtherewith, unless required otherwise by applicable Tax law. In the event of an adjustment to the Aggregate The Purchase Price under Section 2.4 or any other adjustment Allocation Schedule shall be adjusted as necessary to reflect adjustments to the Aggregate Purchase Price pursuant to this Agreement (including Section 2.6 in a manner consistent with the payment of any indemnification amount pursuant principles used to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised create the Purchase Price Allocation Statement reflecting such adjustmentSchedule.

Tax Treatment; Purchase Price Allocation. As a result Seller and Buyer agree that the purchase and sale of the U.S. Purchased Equity shall be treated for federal (and, to the extent applicable, and applicable state and local) income Tax classification purposes as a purchase and sale of the assets of each Company of XxxxXxxxx Onshore, XxxxXxxxx Offshore, XxxxXxxxx Energy Offshore, DBH, LLC, Bandon Oil and Gas GP, LLC, Bandon Oil and Gas, LP and SPN Resources, LLC (the “Flow-Through Entities”). Seller and Buyer further agree that such treatment will result in SHI being treated as a disregarded entityselling the stock of Galveston Bay Pipeline Company, Galveston Bay Processing Corporation, and Dynamic Offshore Resources NS Acquisition, Inc. (collectively, the “Purchased Corporations”). The Parties agree to treat that the transfer Purchase Price and any assumed obligations treated for federal income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among (i) the stock of each Purchased Corporation and (ii) the assets of the Membership Interests pursuant to this Agreement as Flow-Through Entities (other than the purchase by Buyer stock of the Company Assets Purchased Corporations), for federal and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, applicable state and local) income Tax purposes. The Parties acknowledge Buyer and Seller shall agree that, for U.S. federal income Tax purposes, on the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 allocation of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule Allocable Amount (the “Allocation StatementSchedule”) to as promptly as reasonably practicable after the Closing Date, and such allocation shall be prepared in a manner consistent with the Allocated Values to the extent permitted by Law. The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Buyer and delivered Seller with the Internal Revenue Service pursuant to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (151060(b) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but Each Party agrees not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with take any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the allocations set forth in the Allocation Statement. In Schedule unless required by Law or with the event consent of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentParty.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, Except to the extent applicableotherwise required by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, state and local) income Tax classification of each Company as a disregarded entitylocal or non-U.S. law), the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies that for U.S. federal (andfederal, to the extent applicable, and applicable state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate sale and purchase of the Purchased Interests shall be treated as a sale of all of the assets of the Company by Seller and a purchase of all of the assets of the Company by Purchaser. Within ninety (90) days following the final determination of the Final Closing Purchase Price Amount pursuant to Section 2.4, Purchaser shall be allocated prepare and deliver to Seller a statement allocating the consideration paid for the Purchased Interests (including any assumed liabilities to the extent properly taken into account under the Code) among the assets of the Company Assets in accordance with the Code, including Section 1060 of the Code thereof, and the Treasury Regulations thereunder thereunder, and in accordance with the principles set forth on Schedule 2.6 (such principles, the “Allocation Principles” and such statement, the “Draft Allocation Statement”). Purchaser and Seller shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (30) days following delivery by Xxxxxxxxx and shall negotiate in good faith and attempt to resolve any disagreement with respect to the Draft Allocation Statement. If Purchaser and Seller are unable to resolve any such disagreement within such thirty (30) day period, such disagreement shall be resolved by the Accounting Firm; provided, however, that any such resolution shall be consistent with the Allocation Principles. The allocation, as set forth on a Tax allocation schedule in the Draft Allocation Statement, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Accounting Firm, as applicable, (the “Allocation Statement”) shall be final and binding on all Parties. Except to be prepared by Buyer and delivered the extent otherwise required pursuant to Seller no later than [90] days after a “determination” within the [Closing]. Within ten meaning of Section 1313(a) of the Code (10) Business Days after the receipt or any similar provision of such Allocation Statementstate, Seller will propose to Buyer local or non- U.S. law), each Party shall file all Tax Returns in writing any reasonable changes to such Allocation Statement together a manner that is consistent with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer Principles, this Section 2.6 and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on refrain from taking any Tax Returnposition inconsistent therewith. If any Contingent Consideration Installment Amounts, before Revenue Sharing Payments or any Governmental Entity charged with amounts described in Section 2.8 are paid to Seller or the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price is otherwise adjusted pursuant to this Agreement (including Agreement, the payment of any indemnification amount pursuant to Article 9), Buyer Allocation Statement shall prepare or cause to be preparedadjusted as appropriate, and the Parties shall provide to Seller, a revised Allocation Statement reflecting cooperate in making any such adjustmentadjustments.

Tax Treatment; Purchase Price Allocation. As a result The Parties agree that the purchase and sale of the U.S. federal (and, Target Interests is intended to the extent applicable, state and local) income Tax classification of each Company be treated as a disregarded entity, the Parties agree to treat the transfer purchase and sale of the Membership Interests pursuant to this Agreement as the purchase by Buyer assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal Income Tax purposes (and applicable state and local Tax purposes) and, no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to act consistently with such position is contingent on the extent applicableaccuracy of the representation in Section 7.12(n). Within thirty (30) days following the final determination of the Final Purchase Price, state Seller shall prepare and local) income Tax purposes. The Parties acknowledge provide to Buyer an allocation of the Final Purchase Price and agree that, any other items that are treated as consideration for U.S. federal income Income Tax purposespurposes among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, the Aggregate Purchase Price Allocation shall be allocated among final, conclusive and binding on the Company Assets Parties. If a written notice of objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in accordance with Section 1060 good faith for a period of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule twenty (20) days to resolve such dispute (the “Allocation StatementDispute Resolution Period”) to be prepared by Buyer and delivered to Seller no later than [90] days after ). If, during the [Closing]. Within ten (10) Business Days after the receipt of such Allocation StatementDispute Resolution Period, Seller will propose to and Buyer resolve their differences in writing as to any reasonable changes to disputed amount, (a) such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will resolution shall be deemed to have agreed to, final and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation Statement as finally determined, (c) the Parties shall report consistently with this Section 2.9 in accordance with the requirements of all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a which each Party shall timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance file with the requirements of Section 1060 of the Code. PromptlyIRS, but not later than fifteen and (15d) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a any position on in any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding Tax examination, audit, claim or similar Proceeding that is in any way inconsistent with the Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the intended tax treatment or Allocation. Notwithstanding the foregoing, if Seller and Buyer cannot mutually agree on the Allocation Statement. In the event of an adjustment (after good faith efforts to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9do so), Buyer each Party shall prepare or cause be entitled to be prepared, determine its own allocation and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfile its IRS Form 8594 consistent therewith.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locali) income Tax classification of each Company as a disregarded entity(i) Buyer, the Parties agree to treat Sellers, the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of Sellers’ Representative and the Company Assets agree that the sale and an assumption by Buyer purchase of all of (A) the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, Blocker Shares will be treated for U.S. federal income tax purposes and applicable state and local income tax purposes as a sale of Blocker Shares under Section 1001 of the Code, and (B) the Membership Interests will be treated for U.S. federal income tax purposes and applicable state and local income tax purposes, pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 1), (i) by the Holdco Sellers as a sale of partnership interests of the Company under Section 741 of the Code and (ii) by Blocker as a purchase of assets of the Company (the “Transaction Tax Treatment”). Buyer, the Sellers, the Sellers’ Representative and the Company shall not (and shall cause their respective Affiliates not to) take any position on any Tax Return or any other filings, declarations or reports with the Internal Revenue Service and/or other taxing authorities that is inconsistent with the Transaction Tax Treatment unless otherwise required pursuant to a final determination (within the meaning of Code Section 1313(a)) or corresponding provision of state, local or foreign Tax Law. (ii) Buyer, the Sellers, the Sellers’ Representative and the Company shall act in good faith to agree upon an allocation of the Final Purchase Price that is allocable to the Membership Interests (and any amounts treated as purchase price for Tax purposes, the Aggregate Purchase Price shall be allocated ) among the Company Assets assets of the Company, for federal, state, local and foreign tax purposes in accordance with Section Sections 751, 755 and 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax analogous provisions of state, local and foreign tax laws. The Sellers’ Representative shall provide its proposed allocation schedule (the “Allocation StatementSchedule”) to be prepared by Buyer and delivered to Seller no not later than [the date that is ninety (90] ) days after the [Closing]Closing Statement is finalized pursuant to Section 2.5. Within ten thirty (1030) Business Days days after the receipt of such the Allocation StatementSchedule, Seller will propose to Buyer shall notify the Sellers’ Representative in writing of any reasonable changes objections to such the Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed toSchedule, and accepted, shall include a summary of the Allocation Statement)calculations and reasoning underlying such objections. Buyer and Seller will attempt the Sellers’ Representative shall seek in good faith to resolve any differences with respect objections to the Allocation Statement Schedule and to make any agreed modifications to the Allocation Schedule within thirty (30) days of the Sellers’ Representatives’ receipt of Buyer’s notification of objections. If Sellers’ Representative and Buyer agree on the Allocation Schedule, then each party agrees to file all U.S. federal, state and local Tax Returns, in accordance all respects and for all purposes consistent with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from SellerAllocation Schedule. If the Sellers’ Representative and Buyer and Seller are unable to resolve such differences agree on the Allocation Schedule within such time thirty (30) day period, then any remaining disputed matters will be submitted to the Independent Accountants for resolutioneach party shall file all U.S. federal, in accordance with the requirements of Section 1060 state and local Tax Returns based on each party’s own determination of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation proper allocations of the Aggregate Final Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentPrice.

Tax Treatment; Purchase Price Allocation. As a result (a) Buyers and LP Interest Sellers intend that, pursuant to Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 431, the purchase and sale of the LP Interests and (if applicable) the repayment of the Outstanding Second Lien Indebtedness (if any) pursuant to Section 2.5(c)(iii)(E) (which has been consistently treated by all applicable parties as Equity Interests in Holdings for U.S. federal and relevant state and local income Tax purposes) with funds furnished by Buyers shall be treated for U.S. federal (and, to the extent applicable, and relevant state and local) income Tax classification of each Company purposes as a disregarded entitysale of partnership interests in the Partnership (and, the Parties agree to treat the transfer if applicable, partnership interests in Holdings) and a purchase by Buyers of the Membership Interests pursuant to this Agreement as the purchase by Buyer assets of the Company Assets Acquired Entities (the “Intended Tax Treatment”); it being understood that the Intended Tax Treatment is based on the assumption that the representations and an assumption by Buyer warranties of all Sellers in Section 3.9(j) are true and correct as of the Liabilities of the Target Companies for Closing. (b) For U.S. federal (and, to the extent applicable, and relevant state and local) income Tax purposes. The Parties acknowledge , Buyers and Sellers agree that, to allocate the Purchase Price (and any other items properly treated as consideration for U.S. federal income such Tax purposes, ) among the Aggregate assets of the Acquired Entities. Buyers shall prepare and deliver to Seller Representative a draft allocation setting forth Buyers’ determination of the allocation of the Purchase Price shall be allocated (and any other items properly treated as consideration for such Tax purposes) among the Company Assets in accordance assets of the Acquired Entities that complies with Section 1060 applicable Law, including Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder as set forth on a Tax allocation schedule within thirty (30) days following the determination of the Purchase Price pursuant to Section 2.3 (the “Allocation StatementPurchase Price Allocation”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement), Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer Buyers and Seller will attempt Representative shall work in good faith to resolve any differences with respect disputes relating to the Purchase Price Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) 30 days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer Buyers’ proposal and use commercially reasonable efforts to agree on such Purchase Price Allocation; provided, however, if Buyers and Seller Representative are unable to resolve agree on such differences within Purchase Price Allocation during the thirty (30) day period following the delivery of such time perioddraft allocation, then any remaining disputed matters will items shall be submitted to resolved by the Independent Accountants for resolutionAccounting Firm applying, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereundermutatis mutandis, the Independent Accountants will determine those matters procedures set forth in dispute and will render a written report as to Section 2.3(d). If the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price adjusted pursuant to this Agreement Agreement, Buyers and Seller Representative shall cooperate with each other in order to adjust the Purchase Price Allocation utilizing the same procedure consistent with the originally finalized Purchase Price Allocation and the same procedure set forth in this Section 2.6(a). (including c) Buyers and Sellers shall (and shall cause each of their respective Affiliates to) (i) file all Tax Returns consistent with the payment of any indemnification amount pursuant final Purchase Price Allocation (as agreed to Article 9), Buyer shall prepare by Buyers and Seller Representative or cause to be preparedfinally determined by the Independent Accounting Firm) and the Intended Tax Treatment, and shall provide to Seller(ii) not take any position inconsistent with such final Purchase Price Allocation or the Intended Tax Treatment in any administrative or judicial Proceeding or otherwise, unless required by a revised Allocation Statement reflecting such adjustmentfinal determination within the meaning of Section 1313 of the Code (or any analogous provision of state or local Tax Law).

Tax Treatment; Purchase Price Allocation. As a result of the (a) For U.S. federal (and, to the extent applicable, and applicable state and local) local income Tax classification of each Company as a disregarded entitytax purposes, the Parties agree to treat the transfer Purchaser’s acquisition of the Membership Transferred Assets and the Transferred Equity Interests pursuant to this Agreement as the a taxable purchase by Buyer of the Company Transferred Assets and an assumption the assets owned by Buyer of the Transferred Entities (the “Agreed Tax Treatment”). Each Party shall file all of Tax Returns consistently with the Liabilities of the Target Companies for U.S. federal Agreed Tax Treatment, except as otherwise required by Law. (and, to the extent applicable, state and localb) income Tax purposes. The Parties acknowledge and parties agree that, the Purchase Price, plus the aggregate amount of any Liabilities treated as having been assumed by Purchaser for U.S. federal income Tax purposes, purposes as a result of Purchaser’s purchase of the Aggregate Purchase Price Transferred Assets and Transferred Equity Interests pursuant to the terms of this Agreement and other amounts properly treated as additional consideration for applicable Tax purposes shall be allocated among the Company Assets Transferred Assets, the assets of the MMIS Entities and the covenant not to compete in Section 5.08 as of the Closing in accordance with Section 1060 of the Code and any similar provision of state, local or foreign Law, as applicable, and the Treasury Regulations thereunder as methodology set forth on a Tax allocation schedule Exhibit D (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [90] ). Within 90 days after the [Closing]final determination of the Purchase Price, Purchaser shall provide Seller with a proposed final Allocation for Seller’s review and approval, consistent with the methodology set forth on Exhibit D. The Allocation shall become final and binding 45 days after Purchaser provides the Allocation to Seller, unless Seller object to the Allocation. Within ten (10) Business Days after the receipt of such Allocation StatementIn that case, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will Purchaser shall attempt in good faith to resolve any differences with respect agree upon the Allocation, which shall become final and binding when such agreement is reached. If Seller and Purchaser cannot agree on all or a portion of the Allocation within 45 days of Seller’s objection to the Allocation, Seller and Purchaser shall submit any disputed items for resolution by the Independent Auditor, which determination of the Independent Auditor shall be consistent with Exhibit D. Seller and Purchaser shall each request that the Independent Auditor make a final determination as to the disputed items, including the valuation methodology (if at issue), within 30 days after such submission. Any additional data requested by the Independent Auditor at its sole discretion in order to make a final determination shall be delivered by the parties to the Independent Auditor in a timely manner. The Allocation Statement shall be amended in accordance with the requirements of Section 1060 findings of the CodeIndependent Auditor, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities)Allocation, which report as so amended, shall be conclusive and become binding upon the Partiesparties and shall be the Allocation. The fees fees, costs and expenses of the Independent Accountants in respect of such report Auditor pursuant to this Section 8.07 shall be paid one-half borne equally by Buyer Purchaser and one-half by Seller. The Parties agree . (c) Purchaser and Seller shall, and shall cause their respective Affiliates to file all appropriate applicable Tax Returns and forms in accordance a manner consistent with the Allocation Statement and no Party finalized pursuant to Section 8.07(a); provided, however, that nothing contained herein shall take a position on be construed so as to prevent Purchaser, Seller or their respective Affiliates from settling, or require any Tax Returnof them to litigate, before any proposed deficiency or adjustment by any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting Authority challenging such adjustmentAllocation.

Tax Treatment; Purchase Price Allocation. As The Parties shall treat the transactions governed by this Agreement in a result manner consistent with situation two of IRS Revenue Ruling 99-6. Within sixty (60) days following the final determination of the U.S. federal final Closing Purchase Price Amount pursuant to Section 2.8, Purchaser shall prepare and deliver to the Company a statement allocating the consideration paid for the Acquired Assets (and, including any Assumed Liabilities to the extent applicable, state and localproperly taken into account under the Code) income Tax classification of each Company as a disregarded entity, among the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer Acquired Assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as thereunder, and in accordance with the principles set forth on a Tax allocation schedule Schedule 2.10 (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and acceptedprinciples, the Allocation Statement). Buyer Principles Draft Allocation Statement Purchaser and Seller will attempt the Company shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (30) days following delivery by Purchaser and shall negotiate in good faith and attempt to resolve any differences disagreement with respect to the Draft Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from SellerStatement. If Buyer Purchaser and Seller the Company are unable to resolve any such differences disagreement within such time thirty (30) day period, then such disagreement shall be resolved by the Accounting Firm; provided, however, that any remaining disputed matters will such resolution shall be submitted to the Independent Accountants for resolution, in accordance consistent with the requirements of Section 1060 of Allocation Principles. The allocation, as set forth in the Code. PromptlyDraft Allocation Statement, but not later than fifteen (15) days after such matters are submitted as adjusted pursuant to it for resolution hereunder, any agreement between the Independent Accountants will determine those matters in dispute Company and will render a written report Purchaser or as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report Allocation Statement shall be conclusive final and binding upon the on all Parties. The fees and expenses of the Independent Accountants in respect of such report Accounting Firm shall be paid one-half borne 50% by Buyer Purchaser and one-half 50% by Sellerthe Company. The Parties agree to Each Party shall file all appropriate Tax Returns and forms in accordance a manner that is consistent with the Allocation Statement Principles, this Section 2.10 and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In Any Earnout Amounts, Growth Consideration Amounts or any amounts described in Section 2.13 are paid to the event of Seller Parties shall be treated as an adjustment to the Aggregate Purchase Price; provided, however, that for the avoidance of doubt, any payments made pursuant to the Retention Pool shall be treated as compensation to the Retention Pool Participants and shall not be treated as part of the Purchase Price under Section 2.4 or any other as an adjustment to the Aggregate Purchase Price. If the Purchase Price is adjusted pursuant to this Agreement (including Agreement, the payment of any indemnification amount pursuant to Article 9), Buyer Allocation Statement shall prepare or cause to be preparedadjusted as appropriate, and the Parties shall provide to Seller, a revised Allocation Statement reflecting cooperate in making any such adjustmentadjustments.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locala) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, that for U.S. federal and all applicable state and local income Tax tax purposes, the Aggregate Purchase Price purchase and sale of the Purchased Interests shall be allocated treated as a taxable acquisition, by purchase, of the Assets from Seller. (b) Within thirty (30) days after the determination of final Aggregate Adjustment pursuant to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Company Assets (the “Asset Allocation”) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth methodology reflected on a Tax allocation schedule Schedule 8.9(b) (the “Allocation StatementMethodology”), for Seller’s review, comment, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to be prepared by Buyer resolve such objections in good faith. If Purchaser and delivered Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller no later than [90] days shall file all Tax Returns and information reports in a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and Closing shall be allocated in the event no same manner. A Party may change such changes are proposed allocations only as may be required by a final determination as defined in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 1313 of the Code. (c) Without the prior written consent of Purchaser, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodshall not, then any remaining disputed matters will be submitted to the Independent Accountants for resolutionextent it may affect, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunderor relate to, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with Company Entities, make, change or rescind any assumed Liabilities)Tax election, which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate amend any Tax Returns and forms in accordance with the Allocation Statement and no Party shall Return or take a any position on any Tax Return, before take any Governmental Entity charged with action, omit to take any action or enter into any other transaction that would have the collection effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any TaxPost-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment reduction of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. As a result of The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal (and, to the extent applicable, state and local) income Income Tax classification of each Company purposes as a disregarded entity, the Parties agree sale by Seller to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities assets of the Target Companies Company. Buyer shall prepare an allocation of the purchase price (as determined for U.S. federal (and, to the extent applicable, state and local) income Income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated ) among the assets of the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder as set forth on and, to the extent permitted by applicable Law, in a Tax allocation schedule manner consistent with the Allocated Values (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [90] sixty (60) days after the [Closing]determination of the Final Purchase Price. Within ten (10) Business Days after The Parties acknowledge that the receipt portion of the purchase price paid in Buyer Common Stock shall be based on the fair market value of such Allocation Statement, stock on the Closing Date. Seller will propose to shall notify Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s of receipt of a timely the Allocation of any comments to the Allocation. If Seller does not deliver any written notice of objection from Sellerto the Allocation within such fifteen (15) day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller and Buyer and Seller are unable will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences within in writing as to any disputed amount, such time period, then any remaining resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Seller and Buyer do not resolve all of the items disputed matters will be submitted in the Allocation prior to the Independent Accountants for resolutionend of the Allocation Dispute Resolution Period, all such unresolved disputed items shall be determined by the Accounting Firm in accordance with the requirements procedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the Allocation shall be updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and in accordance with Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns shall, and forms shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with the Allocation Statement this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or position (including in any judicial proceeding Tax Return and in any Tax examination, audit, claim or similar proceeding) that is in any way inconsistent with the Allocation Statement. In Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 1313 of the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or with the other adjustment Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentAllocation.

Tax Treatment; Purchase Price Allocation. As a result of the (a) The Parties intend that, for U.S. federal (and, to the extent applicable, and applicable state and local) income Tax classification of each Company as a disregarded entitypurposes (the Tax treatment described in the following provisions, the Parties agree to treat “Intended Tax Treatment”): (i) the transfer of the Membership Interests pursuant to this Agreement BP Sale shall be treated as the purchase by Buyer of the Company Assets and an assumption by Buyer acquisition of all of the Liabilities assets of Berkeley Point (other than the Special Asset Servicing Group Assets, which shall be treated as having been retained by the Partnership) by BGC Partners and/or its relevant Subsidiaries from the Partnership in a taxable transaction; provided that, if any portion of the Target Companies BP Purchase Price is satisfied in BGC Units pursuant to Section 2.1(a), then the BP Sale shall, solely with respect to a pro rata portion of each such asset of Berkeley Point deemed acquired in exchange for U.S. federal such BGC Units, be treated as a contribution by the Partnership to BGC Holdings of such pro rata portion of each such asset in exchange for such BGC Units in a transaction described in Section 721 of the Code; and (ii) the BGC Investment and the Cantor Investment shall each be treated as a transaction described in Section 721 of the Code. (b) The Partnership and BGC Partners agree to allocate and, to the extent as applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposesto cause their relevant Affiliates to allocate, the Aggregate BP Purchase Price shall be allocated (as finally determined pursuant to Section 2.2) and any other items treated for Tax purposes as additional consideration in the BP Sale among the Company Assets assets of Berkeley Point (other than the Special Asset Servicing Group Assets) in accordance with the following provisions of this Section 3.4(b). No later than ninety (90) days after the date on which the BP Purchase Price is finally determined pursuant to Section 2.2, the Partnership shall deliver to BGC Partners a proposed allocation of the BP Purchase Price (as finally determined pursuant to Section 2.2) and any other items that are treated for Tax purposes as additional consideration in the BP Sale as of the Closing Date determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as set forth on a Tax allocation schedule (the “Partnership’s Allocation”). If BGC Partners disagrees with Partnership’s Allocation, BGC Partners may, within twenty (20) days after delivery of Partnership’s Allocation, deliver a notice (the “BGC Allocation StatementNotice”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes Partnership to such effect, specifying those items as to which BGC Partners disagrees and setting forth BGC Partners’ proposed allocation. If the BGC Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and acceptedNotice is duly delivered, the Allocation Statement)Partnership and BGC Partners shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the BP Purchase Price (as finally determined pursuant to Section 2.2) and any other items that are treated as additional consideration for Tax purposes. Buyer If the Partnership and Seller will attempt in good faith BGC Partners are unable to reach such agreement, they shall promptly thereafter cause the Accounting Referee to resolve any differences with respect remaining disputes. The allocation, as prepared by the Partnership if no BGC Allocation Notice has been given, as adjusted pursuant to any agreement between the Allocation Statement in accordance with Partnership and BGC Partners or as determined by the requirements of Section 1060 of Accounting Referee (the Code, within fifteen (15“Allocation”) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon on the Parties. The fees and expenses Parties hereto. (c) None of the Independent Accountants in respect of such report Parties shall be paid one-half by Buyer (and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party each shall cause its Affiliates not to) take a any position (whether on any Tax Return, before in connection with any Governmental Entity charged with the collection of any Tax, Tax proceeding or in any judicial proceeding otherwise) that is in any way inconsistent with the Allocation Statement. In Intended Tax Treatment or the event of an adjustment Allocation, except to the Aggregate Purchase Price under extent otherwise required pursuant to a “determination” within the meaning of Section 2.4 1313(a) of the Code (or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment similar provision of any indemnification amount pursuant to Article 9state or local Applicable Law), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the The Parties agree to treat that the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer sale of the Company Assets Interests will be treated for U.S. federal and an assumption by Buyer applicable state and local income tax purposes as a taxable sale of all of the Liabilities assets of the Target Companies Company by Seller to Buyer. 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. federal (and, state or local Law. Seller and Buyer shall use commercially reasonable efforts to agree upon an allocation of the extent applicable, state Purchase Price and local) income Tax purposes. The Parties acknowledge and agree that, any other items properly treated as consideration for U.S. federal income Tax purposes, tax purposes with respect to the Aggregate Purchase Price shall be allocated assets of the Company among the Company Assets six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as set forth on a Tax allocation schedule within thirty (30) days after the determination of the Final Purchase Price (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). If Seller and Buyer and Seller will attempt in good faith to resolve any differences reach an agreement with respect to the Allocation, (i) Seller and Buyer shall use commercially reasonable efforts to update the Allocation Statement in accordance a manner consistent with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then Code following any remaining disputed matters will be submitted adjustment to the Independent Accountants purchase consideration for resolutionTax purposes pursuant to this Agreement, in accordance and (ii) Seller and Buyer shall, and shall cause their respective Affiliates to, report consistently with the requirements of Allocation, as adjusted, on IRS Form 8594 (Asset Acquisition Statement Under Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities1060), which report Seller and Buyer shall timely file with the IRS, unless otherwise required by a change in applicable Law occurring after the date the Seller and Buyer agree to the Allocation; provided, however, that (i) to the extent Seller and Buyer cannot mutually agree on the Allocation, each Party shall be conclusive entitled to determine its own allocation and binding upon the Parties. The fees file its IRS Form 8594 consistent therewith and expenses of the Independent Accountants in respect of such report (ii) neither Party shall be paid one-half by Buyer unreasonably impeded in its ability and one-half by Seller. The Parties agree discretion to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on negotiate, compromise and/or settle any Tax Returnaudit, before any Governmental Entity charged claim or similar proceedings in connection with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentallocation.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locali) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal For income Tax purposes, the Aggregate parties agree that the Buyer shall be treated as acquiring the assets of the Company and its Subsidiaries that are disregarded entities for federal income Tax purposes. (ii) Within sixty (60) days of the final determination of the Net Working Capital, as finally determined hereunder, the Buyer shall deliver to the Seller a schedule allocating the Purchase Price (and applicable liabilities of the Companies) among the assets of the Company and its Subsidiaries that are disregarded entities for federal income Tax purposes) (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule shall be allocated among the Company Assets prepared in accordance with Section 1060 the applicable provisions of the Code and consistent with the Treasury Regulations thereunder as methodologies set forth on a Tax allocation schedule in Schedule 8.03(e). If within the thirty (30) days of receiving the “Purchase Price Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and acceptedSchedule, the Seller has not delivered a written notice of objection to Buyer, the Purchase Price Allocation Statement)Schedule shall be final and binding on the parties hereto. If within thirty (30) days the Seller objects to the Purchase Price Allocation Schedule, the Seller and Buyer and Seller will attempt shall cooperate in good faith to resolve any differences with respect their differences, provided that if after thirty (30) days, the Seller and Buyer are unable to agree, the parties shall retain the Firm to resolve their dispute, provided that the Firm utilizes the methodologies for determining fair market sale as set forth on Schedule 8.03(e). The determination of the Firm shall be final and binding on the parties. The cost of the Firm shall be shared equally by the Seller and the Buyer. The Buyer and the Seller shall make appropriate adjustments to the Purchase Price Allocation Statement Schedule, as finally determined, to reflect changes in the Purchase Price (or other relevant amounts). (iii) The Purchase Price Allocation Schedule, as finalized in accordance with the requirements of Section 1060 of the Codeterms hereof, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer shall be binding on all parties hereto, and Seller are unable subject to resolve such differences within such time period, then any remaining disputed matters will be submitted appropriate changes to the Independent Accountants for resolutionPurchase Price Allocation Schedule to reflect adjustments to amounts paid to the Seller, in accordance the parties hereto shall file (or caused to be filed) all Tax Returns consistently with the requirements of Tax treatment in Section 1060 of the Code. Promptly, but not later than fifteen (158.03(e)(i) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with Allocation Schedule, as finally determined, and not take any assumed Liabilities), which report shall be conclusive and binding upon position during the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection course of any Tax, audit or in any judicial other proceeding that is in any way inconsistent with the Allocation Statement. In Tax treatment in Section 8.03(e)(i) or the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment Allocation Schedule, as finally determined, unless otherwise required by a determination of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentGovernmental Authority that is final.

Tax Treatment; Purchase Price Allocation. As a result Buyer and Sellers agree that the purchases of the U.S. federal (and, to JO Securities and the extent applicable, state and local) income Tax classification of Janesville Securities are each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, intended for U.S. federal income Tax purposestax purposes to be treated as the purchases of the assets of JO and Janesville, respectively. With respect to the purchase of the JO Securities, the Aggregate Purchase Price entire purchase price allocable to the JO Securities shall be allocated to the Majority Janesville Mexico Securities. With respect to the purchase of the Janesville Securities, within sixty (60) days of the final determination of the Final Pre-ET Working Capital Amount, Buyer shall provide to Sellers a schedule allocating the Base Purchase Price among the Company Assets assets of Janesville for review and approval by Sellers, which shall be prepared in accordance with Section 1060 the applicable provisions of the Code and the Treasury Regulations thereunder as methodologies set forth on Exhibit 11.10. Following receipt thereof, Sellers shall have a Tax allocation schedule period of twenty (the “Allocation Statement”20) days to be prepared by provide Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt with a statement of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences disputed items with respect to such allocation. In the Allocation Statement in accordance event Sellers provide such statement and Sellers and Buyer are unable to reach agreement with the requirements respect to any disputed items within a period of Section 1060 of the Code, within fifteen twenty (1520) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within statement, all such time period, then any remaining disputed matters will items shall be submitted to the Independent Accountants Accounting Firm for final resolution, and the Buyer shall pay all fees in connection therewith owed to the Independent Accounting Firm. The allocation ultimately agreed upon by Buyer and Sellers under this Section 11.10 shall be referred to herein as the “Janesville Purchase Price Allocation Schedule”. The parties hereto shall make appropriate adjustments to the Janesville Purchase Price Allocation Schedule to reflect changes in the Base Purchase Price. The parties hereto agree for all Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the requirements allocations in Section 2.1 and this Section 11.10 and the Janesville Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of Section 1060 any audit or other proceeding inconsistent with such allocations and schedule unless required by a determination of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any applicable Governmental Entity charged with the collection of any Tax, or in any judicial proceeding Body that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfinal.

Tax Treatment; Purchase Price Allocation. As a result of (a) The Purchaser and the U.S. federal (andSeller agree that, to the extent applicable, state and local) income Tax classification of since each Company is classified as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies entity for U.S. federal (and, to the extent applicable, and applicable state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal local income Tax purposes, the Aggregate sale and purchase of the Interests shall be treated for U.S. federal and applicable state and local income Tax purposes as a sale by Seller and purchase by Purchaser of the assets of each Company, subject to the liabilities of the Company. The Parties agree to file all applicable Tax Returns consistent with the treatment described in this Section 2.4(a) and to not otherwise take any Tax position to the contrary, unless otherwise required by applicable Law. (b) Within 60 days after the final determination of the Final Closing Amounts in accordance with Section 2.3, Purchaser shall prepare and deliver to Seller a schedule setting forth the allocation of the Purchase Price shall be allocated among the assets of the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation StatementProposed Allocation”) to be prepared by Buyer and delivered to for Seller’s review. If Seller no later than [90] disagrees with the Proposed Allocation, Seller may, within 30 days after delivery of the [Closing]Proposed Allocation, deliver written notice to Purchaser setting forth in reasonable detail its disagreement with the Proposed Allocation. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in In the event no that Seller does not provide such changes are proposed in writing to Buyer a notice of disagreement within such time 30-day period, Seller will and Purchaser shall be deemed to have agreed toto the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and accepted, the Allocation Statement). Buyer Seller and Seller will attempt Purchaser shall work together in good faith for a period of 30 days (or such longer period as they may mutually agree) to resolve any differences such disagreements with respect to the Allocation Statement in accordance with Proposed Allocation. If, at the requirements end of Section 1060 of the Codesuch period, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller they are unable to resolve such differences within such time perioddisagreements, then any such remaining disputed matters will disagreements shall be submitted to resolved by the Independent Accountants for resolution, Accounting Referee in accordance with the requirements of Section 1060 of the Code. Promptlyprocedures, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report Accounting Referee shall be paid one-half borne by Buyer Seller and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms Purchaser in accordance with the rules, set forth in Section 2.3(d). The Proposed Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, as finally agreed or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price determined pursuant to this Agreement Section 2.4(a) shall be the “Final Allocation.” (including c) The Final Allocation shall be adjusted as mutually agreed by Seller and Purchaser for any subsequent adjustments to the payment of any indemnification amount pursuant to Article 9), Buyer purchase price for the Interests under this Agreement. Seller and Purchaser shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfile all Tax Returns consistent with the Final Allocation.

Tax Treatment; Purchase Price Allocation. As a result (a) The Parties agree that (i) the sale and purchase of the U.S. federal Acquired Company Units is intended for all applicable income Tax purposes to be treated as a taxable sale and purchase of partnership interests (andand (ii) the First Blocker Merger and the Second Blocker Merger, taken together as an integrated transaction, are intended for all applicable income Tax purposes to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and this Agreement is intended to qualify as, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (clauses (i) and (ii), the “Intended Tax Treatment). (b) Within 60 days of the final determination of Net Working Capital, the Buyer Representative shall provide to the extent applicableSellers Representative a schedule allocating the Purchase Price, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies other amounts constituting consideration for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, allocable to the Aggregate Purchase Price Acquired Company Units among the assets of the Company (the “Allocation Schedule”), which such schedule shall be allocated among the Company Assets prepared in accordance a manner consistent with Section Sections 755 and 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (promulgated thereunder. If the “Sellers Representative does not object to such Allocation Statement”) to be prepared Schedule provided by the Buyer and delivered to Seller no later than [90] Representative within 45 days after the [Closing]. Within ten (10) Business Days after the of receipt of such Allocation StatementSchedule, Seller will propose to Buyer in writing any reasonable changes then such Allocation Schedule shall be final and binding on the Parties. If the Sellers Representative objects to such Allocation Statement Schedule provided by the Buyer Representative within 45 days of receipt of such Allocation Schedule, then the Parties shall work together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve all disputed items and agree upon the Allocation Schedule; provided, that, if the Parties are not able to resolve all disputed items within 30 days of the Sellers Representative’s objection, then the Parties shall submit all unresolved disputed items to the Accounting Firm for resolution and the Parties will instruct the Accounting Firm to render a final determination as soon as reasonably practicable, and the Allocation Schedule as mutually agreed upon by the Parties or as finally determined by the Accounting Firm, as applicable, shall be final and binding on the Parties. The fees, costs and expense of the Accounting Firm shall be borne by Buyer, on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of the contested amount not determined in a Party’s favor bears to the total amount at issue as finally determined by the Accounting Firm. The Parties shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Purchase Price. (c) The Parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with the Intended Tax Treatment and the Allocation Schedule, as finally determined and as adjusted pursuant to Section 2.6(b), including for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining the applicable adjustment to the U.S. federal income Tax basis of the Company’s assets and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, as the case may be, for U.S. federal income Tax purposes in respect of the transactions contemplated by this Agreement. From and after the date hereof, (x) the Parties shall not take, or knowingly fail to take, any differences action that could reasonably be expected to prevent such Intended Tax Treatment and (y) the Parties shall cooperate to provide each other with Tax representation letters containing normal and customary representations, warranties and covenants for purposes of any Tax opinion with respect to the Allocation Statement Intended Tax Treatment described in accordance clause (ii) of Section 2.6(a) to be rendered in connection with the requirements of Section 1060 of the Codetransactions contemplated by this Agreement, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable including any such Tax opinion required to resolve such differences within such time period, then be provided in connection with any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance filings with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by SellerSEC. The Parties agree to file all appropriate notify each other with respect to the initiation of any Action by any Taxing Authority relating to the Intended Tax Returns Treatment or the Allocation Schedule, to consult with each other with respect to any such Action by such Taxing Authority, and forms in accordance to not take any position during the course of any such Action by such Taxing Authority that is inconsistent with the Intended Tax Treatment or with the Allocation Statement and no Party shall take Schedule, unless required by a position on any Tax Return, before any Governmental Entity charged with determination within the collection meaning of any Tax, or in any judicial proceeding that is in any way inconsistent with Section 1313 of the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code (or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment analogous provision of any indemnification amount pursuant to Article 9state, local or non-U.S. Law), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. As a result of the For U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entitytax purposes, the Parties parties agree to treat the transfer that acquisition by Buyer of the Membership Interests Units pursuant to this Agreement shall be governed by IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and, pursuant thereto (i) with respect to Sellers, Sellers shall be treated as selling their Membership Interests in a taxable sale of partnership interests and (ii) with respect to Buyer, the purchase Company shall be deemed to make a liquidating distribution of its assets to Sellers and Buyer shall be deemed to acquire, by taxable purchase, all such assets of the Company. Within ninety (90) days of the final determination of the Purchase Price pursuant to Section 2.05, Buyer shall deliver to Sellers an allocation of the Purchase Price (and the relevant Liabilities of the Company Assets and an assumption by Buyer of all any other relevant items) among the assets of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code Code, the applicable Treasury Regulations thereunder, and the Treasury Regulations thereunder as methodology set forth on a Tax Exhibit D. If Sellers disagree with Buyer’s allocation schedule and provide written notice of such disagreement to Buyer within thirty (the “Allocation Statement”30) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the Sellers’ receipt of such Allocation Statementallocation, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt Sellers shall negotiate in good faith to resolve any differences with respect finalize such allocation no later than sixty (60) days prior to the Allocation Statement in accordance with the requirements of Section 1060 of the Codeearliest due date (taking into account, within fifteen (15) days after Buyer’s receipt for these purposes, any applicable extension of a timely written notice due date) for the filing of objection from Sellera Tax Return to which such allocation is relevant. If Buyer and Seller the parties are unable to resolve mutually agree to such differences within such time periodallocation, then the parties shall have no further obligation under this Section 10.07, and each party shall make its own determination of such allocation for financial and Tax reporting purposes, which determination shall not be binding on the other party. Buyer shall have no liability to Sellers, and Sellers shall have no liability to Buyer, for any remaining disputed matters will additional Taxes that may be submitted imposed by any Governmental Authority relating to Taxes to the Independent Accountants for resolution, extent such Liability arises solely as a result of inconsistencies between separate allocations described in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentprevious sentence.

Tax Treatment; Purchase Price Allocation. As a result of Buyer and Seller shall allocate the U.S. federal Purchase Price (and, to the extent applicable, state and local) all other amounts treated as consideration for income Tax classification of each Company as a disregarded entity, purposes) among the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (andits Subsidiaries, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price which allocation shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as set forth on a Tax allocation schedule (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no ). No later than [ninety (90] ) days after the [Closing]Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review and comment. Within ten (10) Business Days after the receipt of such Allocation Statement, If Seller will propose does not provide any comments to Buyer in writing any reasonable changes on or before the thirtieth (30th) day after Buyer delivers to such Seller Buyer’s Allocation, then Buyer’s Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will shall be deemed to have agreed tobe final and binding, and acceptedabsent manifest error. If, however, Seller submits written comments to Buyer, notifying Buyer of any objection in reasonable detail on or before the Allocation Statement). thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller will attempt shall negotiate in good faith to resolve any differences within thirty (30) days. If Seller and Buyer have agreed on the Allocation within either thirty (30) day period, then Buyer and Seller shall (and shall cause their respective Affiliates) to (a) report, act and file Tax Returns in all respects and for all purposes consistent with respect such Allocation, and (b) not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation, except to the Allocation Statement in accordance with extent otherwise required pursuant to a “determination” within the requirements meaning of Section 1060 1313(a) of the CodeCode (or any analogous provision of state, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Sellerlocal or foreign law). If Buyer and Seller are unable to resolve any such differences disagreement within such time thirty (30) day period, then any remaining disputed matters will be submitted to each of Buyer and Seller shall use its own allocation. Each party shall provide the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together other promptly with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree other information required to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentcomplete Internal Revenue Service Form 8594.

Tax Treatment; Purchase Price Allocation. As promptly as practicable after the Closing Date but no later than forty five (45) days after the Closing, Purchaser shall deliver to Seller a result of statement (the U.S. federal (and“Purchase Price Allocation Schedule”), to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as allocating the purchase by Buyer of price (and all other amounts required to be included in the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies purchase price for U.S. federal and applicable state income tax purposes) among the assets of the Companies in accordance with the principles reflected in Exhibit B. If within thirty (and30) days after the delivery of the Purchase Price Allocation Schedule, Seller shall notify Purchaser in writing that Seller objects to the extent applicableallocation set forth in the Purchase Price Allocation Schedule (which objection may be based solely on the failure to allocate in accordance with this Section 1.8 and Exhibit B), state Purchaser and localSeller shall use commercially reasonable efforts to resolve such dispute within twenty (20) income Tax purposesdays. The Parties acknowledge In the event that Purchaser and agree thatSeller are unable to resolve such dispute within such twenty (20)-day period, then Purchaser and Seller shall refer the matter to the Independent Auditor in accordance with Section 1.5(b); except that the sole issue presented to the Independent Auditor shall be the conformance of the disputed allocations with this Section 1.8 and Exhibit B. Purchaser and Seller shall be bound by the Purchase Price Allocation Schedule, as adjusted, for U.S. federal income purposes of determining any Taxes and shall act in accordance with the Purchase Price Allocation Schedule in the preparation, filing and audit of any Tax purposesReturn (including IRS Form 8594). For purposes of the Purchase Price Allocation Schedule, if there is an adjustment to the purchase price pursuant to any provision of this Agreement, the Aggregate Purchase Price adjustment shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentthereunder.

Tax Treatment; Purchase Price Allocation. (i) As a result of soon as practicable after the U.S. federal (and, Effective Date and prior to the extent applicable, state and local) income Tax classification of each Company as a disregarded entityClosing Date, the Parties agree to treat the transfer of the Membership Interests pursuant parties to this Agreement as shall cooperate in good faith to prepare an allocation schedule (the purchase by Buyer of “Allocation Schedule”), which will provide the Company Assets manner in which the Non-US Purchase Price is allocated among the Sellers. (ii) Buyers, the Sellers, Seller Holdings and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree intend that, for U.S. federal income Tax purposes, (i) the Aggregate Purchase Price shall be allocated among AMNA Merger qualify as a “reorganization” within the Company Assets in accordance with meaning of Section 1060 368(a) of the Code (the “Transaction Tax Treatment”), and (ii) this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code and the Treasury Regulations thereunder Section 1.368-2(g) and 1.368-3(a), to which Buyer REIT and AMNA Holdings are parties under Section 368(b) of the Code. Buyers, the Sellers, Seller Holdings and the Companies shall not (and shall cause their respective Affiliates not to) take any position on any Tax Return or any other filings, declarations or reports with the Internal Revenue Service and/or other taxing authorities that is inconsistent with the Transaction Tax Treatment unless otherwise required pursuant to a final determination (within the meaning of Code Section 1313(a)) or corresponding provision of state, local or foreign Tax Law. (iii) If requested by any party prior to the delivery of the Estimated Closing Statement pursuant to Section 2.2, Buyers, the Sellers, Seller Holdings and the Companies shall cooperate in good faith to mutually agree on an adjustment to the Base US Purchase Price and Base Non-US Purchase Price, without changing the sum of the Base US Purchase Price and Base Non-US Purchase Price, to reflect any updated understanding of the relative values of the US Company Entities and the Non-US Company Entities following the date hereof. (iv) Buyers, the Sellers, Seller Holdings and the Companies shall act in good faith to agree upon an allocation of the Final Non-US Purchase Price (and any amounts treated as set forth on a purchase price for Tax allocation schedule (purposes) among the “Equity Interests of the Non-US Companies and, if applicable, further allocated among the assets of each Non-US Company Entity, for federal, state, local and foreign Tax purposes in accordance with Sections 338 and 1060 of the Code, if applicable, and analogous provisions of state, local and foreign Tax Laws. Seller Holdings shall provide its proposed updated Allocation Statement”) Schedule to be prepared by Buyer and delivered to Seller no Buyers not later than [90] the date that is one-hundred and eighty (180) days after the [Closing]Closing Statement is finalized pursuant to Section 2.5. Within ten thirty (1030) Business Days days after the receipt of such the updated Allocation StatementSchedule, Buyers shall notify Seller will propose to Buyer Holdings in writing of any reasonable changes objections to such the updated Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed toSchedule, and accepted, shall include a summary of the Allocation Statement)calculations and reasoning underlying such objections. Buyer Buyers and Seller will attempt Holdings shall seek in good faith to resolve any differences with respect objections to the updated Allocation Statement Schedule and to make any agreed modifications to the updated Allocation Schedule within thirty (30) days of Seller Holdings’ receipt of Buyers’ notification of objections. If Seller Holdings and Buyers agree on the updated Allocation Schedule, then each party agrees to file all U.S. federal, state and local Tax Returns, in accordance all respects and for all purposes consistent with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Sellerupdated Allocation Schedule. If Buyer Seller Holdings and Seller Buyers are unable to resolve such differences agree on the updated Allocation Schedule within such time thirty (30) day period, then any remaining disputed matters will be submitted to the Independent Accountants for resolutioneach party shall file all U.S. federal, in accordance with the requirements of Section 1060 state and local Tax Returns based on each party’s own determination of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation proper allocations of the Aggregate Final Non-US Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentPrice.

Tax Treatment; Purchase Price Allocation. As a result The Buyer and the Sellers agree that the purchase and sale of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, Metalex Securities is intended for U.S. federal income Tax purposestax purposes to be treated as the purchase and sale of the assets of Metalex. With respect to the purchase of the Metalex Securities, within sixty (60) days of the final determination of the Working Capital Amount pursuant to the terms and conditions hereof, the Aggregate Buyer shall provide to the Sellers a schedule allocating the Base Purchase Price among the assets of Metalex for review and approval by the Sellers, which shall be allocated among the Company Assets prepared in accordance with Section 1060 the applicable provisions of the Code and the Treasury Regulations thereunder as allocation methodology set forth on Exhibit 11.7. Following receipt thereof, the Sellers shall have a Tax allocation schedule period of twenty (20) days to provide the “Allocation Statement”Buyer with a statement of any disputed items with respect to such allocation. In the event the Sellers provide such statement and the Sellers and the Buyer are unable to reach agreement with respect to any disputed items within a period of twenty (20) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within statement, all such time period, then any remaining disputed matters will items shall be submitted to the Independent Accountants Accounting Firm for final resolution, and the Buyer shall pay all fees in connection therewith owed to the Independent Accounting Firm. The allocation ultimately agreed upon by the Buyer and the Sellers under this Section 11.7 shall be referred to herein as the “Metalex Purchase Price Allocation Schedule”. The parties hereto shall make appropriate adjustments to the Metalex Purchase Price Allocation Schedule to reflect changes in the Base Purchase Price. The parties hereto agree for all Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the requirements Metalex Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of Section 1060 any audit or other proceeding inconsistent with such allocations and schedule unless required by a determination of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any applicable Governmental Entity charged with the collection of any Tax, or in any judicial proceeding Body that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfinal.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree intend that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among Buyer Parties treat their purchase of the Purchased Securities, and exercise of the Call Options, as a purchase of all of the assets of the Company Assets Group, but that the Xxxxxxxx Parties (other than MFM Acquisition II Inc. and SCP/MFM II) and the Sellers treat their sale of the Purchased Securities, and MFM Acquisition II Inc. and SCP/MFM II treat their sale of interests in MALP pursuant to exercise of the Call Options, as sales of partnership interests, all in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2. The parties agree to allocate the Purchase Price, the Liabilities of the Company Group, and all other relevant items (including, for example and without limitation, any adjustments or additions to the Purchase Price pursuant to Sections 2.3 or 10.5 of this Agreement) (the “Purchase Price Allocation”), among the Company’s assets in accordance with the allocation principles of Section 1060 of the Code and the Treasury Regulations regulations thereunder as set forth on a (and any comparable provisions of state or local Tax allocation law). A schedule (the “Allocation StatementSeller Party Proposed Allocation”) to setting forth such proposed allocation shall be prepared by Buyer the Sellers’ Representative and delivered to Seller no later than [the Buyer Parties within ninety (90] ) days after the [Closing]Closing Date. Within ten If, within thirty (1030) Business Days after days of the receipt delivery of such Allocation Statementthe Seller Party Proposed Allocation, Seller will propose to a Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed Party does not object in writing to such proposed allocation, then the Buyer within such time period, Seller will Parties shall be deemed to have agreed toaccepted such allocation, and acceptedwhich shall become final. If (on the other hand), within thirty (30) days of the Allocation Statement). delivery of the Seller Party Proposed Allocation, a Buyer and Seller will attempt Party does object in good faith to resolve any differences with respect writing to the Allocation Statement Seller Party Proposed Allocation, then the dispute shall be resolved in accordance with the requirements principles of Section 1060 of the Code2.3 (pursuant to which such Buyer Party shall, within fifteen such thirty (1530) days, submit to the Sellers’ Representative a Notice of Disagreement specifying in detail such Buyer Party’s objection(s) to the Seller Party Proposed Allocation, following which the parties shall consult with each other in good faith for thirty (30) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodtheir dispute, then any remaining disputed matters will failing which their dispute shall be submitted to the Independent Accountants Auditor for final resolution). The Buyer Parties, the Sellers, the Xxxxxxxx Parties and their respective Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594, if required) in accordance all respects and for all purposes consistent with the requirements of Section Purchase Price Allocation (as finally determined), which shall be binding upon the parties. Notwithstanding the foregoing, to the extent the Seller Party Proposed Allocation reasonably allocates any amount to an asset within Class VI or VII (as defined in the Treasury Regulations under Sections 338 and 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report such amount shall not be conclusive and binding upon reallocated to other assets in such Class having the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate same or a longer cost recovery period for federal income Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statementpurposes. In the event that, after the Purchase Price Allocation is determined, the Purchase Price is adjusted (including adjustments pursuant to Sections 2.3 or 10.5 of an adjustment this Agreement), the Purchase Price Allocation shall also be adjusted. To the extent permitted by the Code, the Treasury regulations under the Code or other applicable Tax law, any adjustments to the Aggregate Purchase Price under Section 2.4 or any other adjustment shall be allocated, to the Aggregate extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price, and to the extent that such adjustments do not relate to any specific asset classification, shall be allocated to goodwill. The Buyer Parties, the Sellers, the Company Group, the Xxxxxxxx Parties and their respective Affiliates shall file all Tax Returns (including amended returns and claims for refunds) in a manner consistent with the Purchase Price Allocation, including any adjustments to such Purchase Price Allocation made pursuant to this Agreement (including Section 10.4(H) or as otherwise agreed to by the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be preparedParties, and shall provide use their commercially reasonable efforts to Seller, a revised Allocation Statement reflecting sustain such adjustmentallocation in any subsequent Tax audit or dispute.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locala) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall (including any assumption of Liabilities that is treated as purchase price for tax purposes) will be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder Code, as set forth on a provided in this Section ‎1.9. The Seller shall prepare an allocation (“Tax allocation schedule (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [among the Assets transferred in the First Closing within ninety (90] ) days after the [First Closing], and provide such allocation to the Purchaser. Within ten (10) Business Days 20 days after the receipt Seller has provided the Tax Allocation to the Purchaser, Purchaser may provide comments on the Tax Allocation. Seller shall provide an updated Tax Allocation within 90 days after the Second Closing to reflect the final asset values as of such the date of the applicable Closing, and after each Net Sales Earnout payment, the OEM Earnout payment and the Transfer Earnout payment. Within 20 days after Seller has provided each revised Tax Allocation Statementto Purchaser, Seller will propose to Buyer in writing Purchaser may provide comments on the revised Tax Allocation. If Purchaser timely provides comments on any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and of the foregoing Tax Allocations, then in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve disagreement among the parties on the Tax Allocation, such differences within such time period, then any remaining disputed matters will disagreement shall be submitted to a nationally recognized accounting firm mutually agreed upon by the Independent Accountants for resolutionparties, in accordance with whose costs shall be borne equally by the requirements of Section 1060 of the Code. Promptlyparties, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report whose decision as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report proper Tax Allocation shall be conclusive rendered within 30 days and binding upon on the Partiesparties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties parties agree to file be bound by the Tax Allocation, as finalized pursuant to the foregoing sections, for all appropriate Tax Returns and forms accounting purposes, and shall not take any position in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any TaxGovernment Entity, or in any judicial proceeding other forum that is in any way inconsistent with such Tax Allocation, except pursuant to a final “Determination” (as defined in Section 1313(a) of the Allocation Statement. In Code or corresponding provision of state, local or foreign Law). (b) For U.S. federal, state and local tax purposes, the event parties hereto agree to treat the (i) First Closing Purchase Price, the Net Sales Earnout payment and the OEM Earnout payment as consideration for assets transferred on the First Closing, (ii) the Second Closing Purchase Price as consideration for the assets transferred on the Second Closing Date, and (iii) a portion of an adjustment the Transfer Earnout payment as consideration for the services related to obtaining the EU MDR Certification, which portion shall be equal to the Aggregate Purchase Price under Section 2.4 or any other adjustment cost to the Aggregate Purchase Price pursuant Seller of providing such services as reasonably determined by the Seller, and the remainder of the Transfer Earnout payment as (x) consideration for the acquisition of related benefits and rights qualifying as Section 197 intangibles, and (y) consideration for the assets to this Agreement be transferred on the Second Closing Date; the apportionment between clauses (x) and (y) shall be reasonably agreed by the Purchaser and the Seller in accordance with the principles set forth in Section ‎1.9(a) (including the payment of any indemnification amount pursuant to Article 9dispute resolution provisions thereof), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locala) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, they will treat and report the Aggregate Purchase Price shall be allocated among transactions contemplated under this Agreement as (i) a sale of a proportionate interest in each of the Transferred Assets to the Purchaser, followed by a contribution of such proportionate interests in the Transferred Assets to the Company in exchange for the Class A Units, and (ii) a contribution by the Seller of a proportionate interest in each of the Transferred Assets to the Company in exchange for the Class B Units, in each case, in accordance with Section 1060 of Revenue Ruling 99-5, 1999-1 C.B. 434 (and, to the Code extent applicable, such treatment will govern for U.S. state and local and non-U.S. Tax purposes). (b) The Parties will negotiate and cooperate in good faith after the Treasury Regulations thereunder as set forth on a Tax Closing Date to prepare an allocation schedule statement (the “Allocation Statement”) to be prepared by Buyer setting forth the allocation of the Purchase Price and delivered to Seller no later than [90] the Assumed Liabilities among the Transferred Assets in accordance with section 1060 of the Code. Within 30 days after the [Closing]. Within ten (10) Business Days after , the receipt of such Purchaser will deliver to the Seller a draft Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to but such draft Allocation Statement together with reasonable documentation supporting such changes (and in provided by the event no such changes are proposed in writing Purchaser will not be presumed to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, correct. If the Allocation Statement). Buyer and Seller will attempt in good faith to Parties do not resolve any differences disputes with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) 60 days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodthe Closing Date, then any remaining Party may immediately refer the disputed matters items to arbitration pursuant to Section 12.11. Any subsequent adjustments to the sum of the Purchase Price and the Assumed Liabilities will be submitted to allocated among the Independent Accountants for resolution, Transferred Assets in accordance a manner consistent with the requirements of Section 1060 of the CodeAllocation Statement. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunderFor all Tax purposes, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters Purchaser and the resulting allocation of Seller agree that the Aggregate Purchase Price (together with any assumed Liabilities), which report shall transactions contemplated by this Agreement will be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants reported in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance a manner consistent with the Allocation Statement and no Party shall the Purchase Price (as set forth in Section 3.01), and that neither of them (nor any Affiliate thereof) will take a any position on inconsistent therewith in any Tax Return, in any refund request, in any litigation, or otherwise, except as otherwise required by a final determination (as defined in section 1313 of the Code or any comparable provision of state or local law). Each of the Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594 (or other forms required to be filed with a Governmental Authority), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before the relevant filing due date. The Purchaser and the Seller will promptly inform one another in writing of any challenge by any Governmental Entity charged with the collection of Authority to any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price allocation made pursuant to this Agreement Section 3.03(b) or to the Purchase Price (as set forth in Section 3.01) and agree to consult with and keep one another 20 informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge; provided, that each Party will have the sole right to control the conduct of a challenge to any allocation made pursuant to this Section 3.03(b), including the payment settlement or compromise thereof; provided, further, that each Party shall have the right to control the conduct of any indemnification amount pursuant a challenge to Article 9), Buyer the Purchase Price but shall prepare not settle or cause compromise such challenge without the consent of the other Party (such consent not to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentunreasonably withheld).

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state a) Buyer and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and Seller agree that, for U.S. federal income Tax tax purposes (and state and local income tax purposes, to the Aggregate Purchase Price extent that applicable state and local income tax Law conforms to U.S. federal income tax Law): (i) Seller shall be allocated among report the Company Assets transaction as the sale of a partnership interest, and report gain or loss, if any, resulting from the sale of such partnership interest in accordance with Code Section 1060 741 and Treasury Regulations promulgated thereunder; (ii) the parties acknowledge and agree that the Purchase Price represents consideration solely for the sale of a capital asset, that is Seller’s membership interest; and (iii) for Buyer’s purposes only, Buyer shall report the transaction as an acquisition of the Code assets of the Company (or the undivided portion thereof) deemed to have been distributed to Seller in connection with a deemed liquidating distribution of all of the Company’s assets to Buyer and Seller immediately prior to such acquisition. None of the Treasury Regulations thereunder as set forth Parties shall take any position on a any Tax allocation schedule Return that is inconsistent with such treatment, unless otherwise required by law. (b) Buyer and Seller shall allocate the Purchase Price and Seller’s share of the liabilities of AWP assumed by Buyer (the “Allocation StatementAllocable Amount”) among the assets of the Company in accordance with Schedule 2.10. The Parties hereby agree to report the transactions contemplated herein for all tax purposes in a manner consistent with such allocation and shall not make any allocation of the Allocable Amount that is contrary to such allocation. Buyer shall file IRS Form 8594 (and/or any corresponding state or local tax form), which shall be completed consistent with Schedule 2.10, and other than the foregoing, Buyer and the Seller agree that no other forms are to be prepared filed, except as may be required by a taxing authority. (c) Buyer shall provide the Seller with drafts of all documents to be filed with any taxing authority that might have an effect on the payment of any tax by the Seller Parties (collectively, “tax returns”) and delivered to Seller no later than [90] days after the [Closing]. Within shall have ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose days to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (review and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position comment on any Tax Returnsuch tax returns, before provided that Buyer shall have the right to accept or reject any Governmental Entity charged with comments from Seller in its reasonable discretion. (d) Following the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9)Closing Date, Buyer shall prepare or cause provide Seller’s appraiser with such information of Buyer, Company and PGRX as may be reasonably requested by Seller’s appraiser related to be preparedthe valuation of the Warrant, so long as Seller and shall provide Seller’s appraiser enter into confidentiality agreements reasonably acceptable to Seller, a revised Allocation Statement reflecting such adjustmentBuyer.

Tax Treatment; Purchase Price Allocation. As a result of the (a) The parties hereto agree that for U.S. federal (andincome tax purposes, to the extent applicable, state and local) income Tax classification of each Company Stock Purchase shall be treated as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities assets of the Target Companies for U.S. federal (and, to the extent Business Entities. The parties further agree that where applicable, state such treatment shall apply for state, local, and localforeign income tax purposes. (b) income Tax purposes. The Parties acknowledge and agree thatWithin eighty (80) days after the Closing Date, for U.S. federal income Tax purposes, the Aggregate Purchase Price Seller shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on prepare a Tax allocation schedule (the “Allocation StatementDraft Allocation”) allocating the Purchase Price and any other consideration paid by Buyer (or deemed to be prepared paid by Buyer and delivered Buyer) to Seller no later than [90] days after among the [Closing]. Within ten assets of the Business Entities (10the “Assets”) Business Days after including the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (non-competition and non-solicitation covenants set forth in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, Non-Competition and accepted, the Allocation StatementNon-Solicitation Agreement (“Covenant”). Buyer and Seller will attempt The allocation shall be done in good faith such a manner so as to resolve any differences with respect to the Allocation Statement in accordance comply with the requirements of Section 1060 of the CodeCode and the applicable Treasury Regulations. Within forty-five (45) days of its receipt of such Draft Allocation, Buyer will provide Seller with a written notice of any proposed changes thereto, together with a detailed explanation of the basis for such proposed changes. If Buyer does not provide Seller with any proposed changes within fifteen such forty-five (1545) day period, the Draft Allocation shall become final (the “Final Allocation”). If Buyer timely notifies Seller of any proposed changes to the Draft Allocation, the parties shall discuss such proposed changes in good faith and shall attempt to resolve any dispute. If the parties are able to reach a mutually satisfactory agreement as to any proposed changes, the Draft Allocation shall be modified to reflect such agreed changes and shall become the Final Allocation. In the event that the parties cannot agree on an allocation schedule within twenty-five (25) days after BuyerSeller’s receipt of a timely written Buyer’s notice of objection from proposed changes, the dispute shall be resolved by a Neutral Valuation Firm; provided that if the dispute involves the valuation of the Covenant, then, at the option of Seller, the disputed allocations to be resolved by the Neutral Valuation Firm shall not include the valuation of Covenant, and the parties may rely upon their respective valuations of the Covenant for Tax purposes, and shall not be bound by the other party’s valuation of the Covenant in filing their Tax Returns and reports required under Section 1060 of the Code and the applicable Treasury Regulations. If Buyer In such case, the allocation to Goodwill by the Neutral Valuation Firm shall assume a zero value for the Covenant and Seller are unable the parties would reduce their allocation to resolve such differences within such time period, then any remaining disputed matters will be submitted Goodwill by the amount they allocate to the Independent Accountants Covenant for resolution, in accordance with purposes of the requirements of allocation under Section 1060 of the Code. PromptlyIf the dispute involves the valuation of the Covenant and Seller does not exercise its option not to have the Neutral Valuation Firm value the Covenant, but not later than fifteen (15) days after such matters are submitted then the dispute involving the Covenant shall be resolved by the Neutral Valuation Firm along with other disputed items. Subject to it for resolution hereunderthe foregoing, the Independent Accountants will determine those matters in dispute resolution by such Neutral Valuation Firm shall be binding on both parties. The Draft Allocation shall be modified to reflect such resolution (and will render a written report as any other agreed proposed changes) and shall become the Final Allocation (or if the parties have not agreed to an allocation with respect to the disputed matters Covenant (and such valuation is not determined by a Neutral Valuation Firm), as adjusted by each party to reflect their allocation to the Covenant, a “Limited Final Allocation”). (c) If there is an increase or decrease in consideration within the meaning of Treasury Regulations Section 1.1060-1(e)(ii)(B) after the parties have filed the initial IRS Form 8594, the parties shall allocate such increase or decrease (or if they cannot agree to such an allocation, a Neutral Valuation Firm shall allocate) the increase or decrease in consideration paid by Buyer to Seller among the Assets as required by and consistent with Section 1060 and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), applicable Treasury Regulations which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the revised Final Allocation Statement and no Party shall take or revised Limited Final Allocation. (d) If there is a position on any Tax ReturnFinal Allocation, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer Seller shall prepare (or cause to be prepared, ) an IRS Form 8594 (including any necessary supplement) consistent with the allocation set forth in the Final Allocation (or any revision thereto) and shall provide timely deliver a copy thereof to SellerBuyer. Seller and Buyer shall each file such completed IRS Form 8594 (including any necessary supplement) with the IRS in a timely manner. If there is a Limited Final Allocation, Seller and Buyer shall prepare (or cause to be prepared) an IRS Form 8594 (including any necessary supplements) consistent with the Limited Final Allocation (or any revision thereto). Seller and Buyer shall file such IRS Form 8594 (including any necessary supplement) with the IRS in a timely manner. (e) The parties hereto shall make consistent use of and adhere to the Final Allocation or Limited Final Allocation (or if applicable, the most recent revised Final Allocation Statement reflecting or Limited Final Allocation) for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code and the applicable Treasury Regulations. The parties shall not take, or cause or permit to be taken any position on any Tax Return which would be inconsistent with or prejudice the allocations set forth on the Final Allocation or Limited Final Allocation (or if applicable, the most recent revised Final Allocation or Limited Final Allocation). In any action or proceeding related to the determination of any Tax, neither Buyer nor Seller (or their respective Affiliates) shall contend or represent that such adjustmentFinal Allocation or Limited Final Allocation (or if applicable, the most recent revised Final Allocation or Limited Final Allocation) is not a correct allocation. For the avoidance of doubt, the parties agree that the Final Allocation or Limited Final Allocation shall not be binding for any purpose other than Tax purposes.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locali) income Tax classification of each Company as a disregarded entity, the Parties The parties hereto agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies that for U.S. federal (and, to the extent applicable, and applicable state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate purchase of the Company Interests by Purchaser shall be treated as a taxable purchase by Purchaser, and taxable sale by Seller, of all of the assets of the Company. The parties agree to account for the transactions contemplated by this Agreement in a manner consistent with this Section 5.3(j)(i) (including the filing of all Tax Returns and the taking of all Tax positions), except as otherwise required by a “determination” as defined in Code Section 1313. (ii) Purchaser, Seller, and the Company, agree that the Purchase Price shall (plus any liabilities or other items treated as purchase price for U.S. federal income tax purposes) will be allocated among to the assets of the Company Assets for U.S. federal income tax purposes in accordance a manner consistent with Code Section 1060 of the Code and the Treasury Regulations thereunder as methodology set forth on Section 5.3 of the Disclosure Schedule. Purchaser will deliver to Seller a Tax statement setting forth the proposed allocation schedule (the “Allocation StatementProposed Allocation”) ). If Seller has any objection to be prepared by Buyer the Proposed Allocation, Seller will deliver to Purchaser a statement setting forth its objections and delivered to Seller no later than [90] suggested adjustments within twenty days after the [Closing]. Within ten (10) Business Days after delivery of the receipt of such Allocation StatementProposed Allocation, otherwise, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will shall be deemed to have agreed to, accepted the Proposed Allocation. Seller and accepted, the Allocation Statement). Buyer and Seller Purchaser will attempt negotiate in good faith to resolve any differences with respect to such objection. Any remaining dispute among Seller and Purchaser shall be resolved by the Allocation Statement Accounting Firm (in accordance with the requirements of procedures set forth in Section 1060 1.6(d)); provided, that the Accounting Firm’s determination shall be limited to whether Seller’s or Purchaser’s position with respect to each of the Coderemaining points in dispute better reflects the principles set forth in this Section 5.3(j)(ii). The Proposed Allocation, within fifteen as adjusted to reflect any agreed-upon changes (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodthe “Final Allocation”), then any remaining disputed matters will be submitted binding upon the Seller and Purchaser for all income Tax purposes; provided, however, that the Final Allocation may be adjusted upon any adjustment to the Independent Accountants purchase price (as defined for resolution, U.S. federal income tax purposes) in accordance with the requirements principles set forth in this Section 5.3(j)(ii). The parties agree to file all Tax Returns in a manner consistent with the Final Allocation, and no party will take any position inconsistent therewith on any Tax Return or in connection with any Tax Proceeding unless required pursuant to a final “determination” within the meaning of Section 1060 1313(a) of the Code. PromptlyIf any Governmental Body disputes the Final Allocation in connection with any audit, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunderexamination or other Tax Proceeding, the Independent Accountants party involved in such Tax Proceeding will determine those matters in dispute promptly notify the other parties of the existence and will render a written report as nature of such dispute, and any resolution thereof. Purchaser, the Company and Seller agree that the amount of Purchase Price allocable to the disputed matters and the resulting allocation capital stock of the Aggregate Purchase Price (together with any assumed Liabilities), which report Company Subsidiary in the Allocation shall be conclusive a nominal amount as reasonably determined by Purchaser and binding upon the PartiesSeller in good faith. The fees and expenses of the Independent Accountants in respect of such report Final Allocation shall be paid one-half by Buyer and one-half by Seller. The Parties agree revised to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall appropriately take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or into account any other adjustment to the Aggregate Purchase Price payments made pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9Earnout Payment), Buyer and Purchaser shall prepare or cause deliver to be prepared, and shall provide to Seller, a revised Seller an amended Final Allocation Statement reflecting any such adjustmentrevisions.

Tax Treatment; Purchase Price Allocation. As a result of The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal (and, to the extent applicable, state and local) income Income Tax classification of each Company purposes as a disregarded entity, the Parties agree sale by Seller to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities assets of the Target Companies Group (other than the assets treated as held by the Tax Partnership) and Seller’s partnership interest in the Tax Partnership. Buyer shall prepare an allocation of (a) the purchase price (as determined for U.S. federal (and, to the extent applicable, state and local) income Income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated ) among the Company Assets assets of the Target Group (other than the assets treated as held by the Tax Partnership) and Seller’s partnership interest in the Tax Partnership and (b) the portion of the purchase price allocated to Seller’s partnership interest in the Tax Partnership among the assets treated as held by the Tax Partnership, in each case, in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder as set forth on and, to the extent permitted by applicable Law, in a Tax allocation schedule manner consistent with the Allocated Values (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [90] sixty (60) days after the [Closing]determination of the Final Purchase Price. Within ten (10) Business Days after The Parties acknowledge that the receipt portion of the purchase price paid in Buyer Parent Common Stock shall be based on the fair market value of such Allocation Statement, stock on the Closing Date. Seller will propose to shall notify Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s of receipt of a timely the Allocation of any comments to the Allocation. If Seller does not deliver any written notice of objection from Sellerto the Allocation within such fifteen (15)-day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller and Buyer and Seller are unable will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences within in writing as to any disputed amount, such time period, then any remaining resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Seller and Buyer do not resolve all of the items disputed matters will be submitted in the Allocation prior to the Independent Accountants for resolutionend of the Allocation Dispute Resolution Period, all such unresolved disputed items shall be determined by the Accounting Firm in accordance with the requirements procedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the Allocation shall be updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and in accordance with Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns shall, and forms shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with the Allocation Statement this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or position (including in any judicial proceeding Tax Return and in any Tax examination, audit, claim or similar proceeding) that is in any way inconsistent with the Allocation Statement. In Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 1313 of the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code (or any similar provision of applicable state, local or foreign law) or with the other adjustment Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentAllocation.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locali) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, Merger shall be treated for U.S. federal income tax purposes in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2). Additionally, the delivery of the Applicable Member Consideration to the Employee Holders shall be treated as consideration delivered in exchange for each Member’s Class A Units and Class B Units, as applicable, for purposes of applying the principles of Revenue Ruling 2007-49, 2007-2 C.B. 237 (the “Transaction Tax purposesTreatment”). (ii) No later than one hundred twenty (120) days after the Closing, Parent shall deliver to the Member Representative a proposed allocation of the Aggregate Final Cash Consideration, the Aggregate Purchase Price Stock Consideration and any other amounts treated as consideration for Tax purposes among the assets of the Company and its Subsidiaries, which allocation shall be allocated among determined in a manner consistent with the Company Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Parent Draft Allocation”). If the Member Representative disagrees with the Parent Draft Allocation, the Member Representative may, within thirty (30) days after delivery of the Parent Draft Allocation, deliver a notice (the “Member Representative’s Allocation StatementNotice”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes Parent to such Allocation Statement together with reasonable documentation supporting such changes (effect, specifying those items as to which the Member Representative disagrees and in setting forth the event no such changes are Member Representative’s proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and acceptedallocation of the Aggregate Final Cash Consideration, the Aggregate Stock Consideration and any other amounts treated as consideration for Tax purposes among the assets of the Company and its Subsidiaries. If the Member Representative’s Allocation Statement)Notice is not duly and timely delivered, the Parent Draft Allocation shall become final and binding. Buyer If the Member Representative’s Allocation Notice is duly delivered, Parent and Seller will attempt the Member Representative shall negotiate in good faith to resolve any differences disputes regarding the Member Representative’s Allocation Notice and the Parent Draft Allocation. If Parent and the Member Representative are unable to resolve any dispute regarding such proposed allocation within thirty (30) days of Parent’s receipt of the Member Representative’s Allocation Notice, the parties shall submit any items that remain in dispute for resolution to the Independent Accountant, which shall be directed to, within thirty (30) days after such submission, determine and report to the parties upon such remaining disputes with respect to the Allocation Statement in accordance with the requirements of Section 1060 allocation. The costs of the CodeIndependent Accountant shall be paid fifty percent (50%) by the Member Representative (on behalf of the Members) and fifty percent (50%) by Parent. The allocation, within fifteen (15) days after Buyeras prepared by Parent if no Member Representative’s receipt of a Allocation Notice is duly and timely written notice of objection from Seller. If Buyer delivered, as agreed between Parent and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Member Representative or as determined by the Independent Accountants for resolution, in accordance with Accountant pursuant to this Section 5.7(c)(ii) (the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15“Final Allocation”) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file on all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentparties.

Tax Treatment; Purchase Price Allocation. As a result The Parties agree that the purchase and sale of the U.S. federal (and, Target Interests is intended to the extent applicable, state and local) income Tax classification of each Company be treated as a disregarded entity, the Parties agree to treat the transfer purchase and sale of the Membership Interests pursuant to this Agreement as the purchase by Buyer assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal Income Tax purposes (and, to the extent applicable, and applicable state and local) income local Tax purposes) and no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to act consistently with such position is contingent on the accuracy of the representation in Section 7.12(n). The Parties acknowledge Within thirty (30) days following the final determination of the Final Purchase Price, Seller shall prepare and agree that, provide to Buyer an allocation of the Final Purchase Price and any other items that are treated as consideration for U.S. federal income Income Tax purposespurposes among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, the Aggregate Purchase Price Allocation shall be allocated among final, conclusive and binding on the Company Assets Parties. If a written notice of objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in accordance with Section 1060 good faith for a period of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule twenty (20) days to resolve such dispute (the “Allocation StatementDispute Resolution Period”) to be prepared by Buyer and delivered to Seller no later than [90] days after ). If, during the [Closing]. Within ten (10) Business Days after the receipt of such Allocation StatementDispute Resolution Period, Seller will propose to and Buyer resolve their differences in writing as to any reasonable changes to disputed amount, (a) such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will resolution shall be deemed to have agreed to, final and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation Statement as finally determined, (c) the Parties shall report consistently with this Section 2.9 in accordance with the requirements of all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a which each Party shall timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance file with the requirements of Section 1060 of the Code. PromptlyIRS, but not later than fifteen and (15d) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a any position on in any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding Tax examination, audit, claim or similar Proceeding that is in any way inconsistent with the Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the intended tax treatment or Allocation. Notwithstanding the foregoing, if Seller and Buyer cannot mutually agree on the Allocation Statement. In the event of an adjustment (after good faith efforts to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9do so), Buyer each Party shall prepare or cause be entitled to be prepared, determine its own allocation and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfile its IRS Form 8594 consistent therewith.

Tax Treatment; Purchase Price Allocation. As (i) Buyer and the Seller Holders intend that the Reorganization qualify as a result “reorganization” within the meaning of the U.S. federal (and, Code Section 368(a)(1)(F) such that Newco shall succeed to the extent applicable, state Company’s S corporation election and local) income that the Conversion shall have no Income Tax classification of each Company as a disregarded entity, effect. Buyer and Seller Holders agree that the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer sale of the Company Assets Securities is intended for all applicable Income Tax purposes to be treated as a sale and an assumption purchase of assets. The parties hereto agree to file all federal, state, and local Tax Returns in accordance with the foregoing and shall take no position inconsistent therewith in any Tax Proceeding, unless otherwise required by Buyer of all a determination of the Liabilities applicable Governmental Entity that is final. (ii) Within sixty (60) days after the final determination of the Target Companies Final Purchase Price pursuant to Section 2.3, Buyer shall provide to Newco a draft of a schedule allocating the purchase price (including any liabilities treated as purchase price for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, ) among the Aggregate assets of the Company (the “Purchase Price shall Allocation Schedule”) in accordance with Schedule 5.4(g)(ii) (the “Tax Allocation Schedule Methodology”). The draft Purchase Price Allocation Schedule will be allocated among the Company Assets prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule Allocation Schedule Methodology. The draft Purchase Price Allocation Schedule shall be considered final unless the Sellers notify Buyer, in writing, that Sellers object to one or more items reflected in the draft Purchase Price Allocation Schedule within twenty (the “Allocation Statement”20) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the Sellers’ receipt of such the draft Purchase Price Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in Schedule. In the event no of any such changes are proposed in writing to objection, Sellers and Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt shall negotiate in good faith to resolve any differences with respect such dispute; provided, however, that if Sellers and Buyer are unable to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, resolve such dispute within fifteen ten (1510) days after Buyer’s receipt of a timely Seller’s written notice objection, such dispute shall be resolved by the Independent Accountant in accordance with Section 1060 of objection from Sellerthe Code and the Tax Allocation Schedule Methodology, with the determination of the Independent Accountant binding upon the parties. The procedures for resolution by the Independent Accountant (including the allocation of liability for the Independent Accountant’s fees and expenses) shall be consistent with the procedures set forth in Section 2.3(b) (with such provisions applying to this Section 5.4(g) mutatis mutandis). If there are any adjustments to the purchase price for federal income tax purposes after the Purchase Price Allocation Schedule has been finalized, Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted Sellers shall make appropriate adjustments to the Independent Accountants for resolutionPurchase Price Allocation Schedule. The parties agree to file their respective IRS Forms 8594 and all federal, state, and local Tax Returns in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive Allocation Schedule and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a no position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or Allocation Schedule in any other adjustment to Tax Proceeding, unless otherwise required by a determination of the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentapplicable Governmental Entity that is final.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (andFor all applicable Tax purposes, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the both Parties agree to treat report the transfer of the Membership Interests pursuant to transactions contemplated by this Agreement as the a purchase by Buyer of the Company Assets and an assumption Transferred Assets. To the extent permitted by Buyer of all applicable Law, both Parties also agree to report the license of the Liabilities Licensed Patents under the License Agreement as a transfer subject to Section 1235 of the Target Companies for U.S. federal (and, to the extent applicable, state Code and local) income Tax purposes. The Parties acknowledge and agree that, Treasury Regulations promulgated thereunder for U.S. federal income Tax tax purposes. Within ninety (90) days of the Closing Date, Purchaser shall prepare, and provide to TXMD, a statement setting forth the Aggregate allocation of the Purchase Price shall be allocated Price, and any other relevant items, among the Company Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Proposed Allocation StatementSchedule”). TXMD shall have thirty (30) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such the Proposed Allocation Statement, Seller will propose Schedule to Buyer notify Purchaser in writing any reasonable changes whether it accepts or objects to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed todraft allocation, and accepted, the reasons for any objections. If TXMD has accepted such draft allocation it shall become the final allocation (the “Final Allocation StatementSchedule”). Buyer If TXMD has timely objected to the draft allocation, then Purchaser and Seller will attempt TXMD shall proceed in good faith to resolve any differences with respect determine mutually the matters in dispute. If TXMD and Purchaser are unable to agree on the Final Allocation Statement in accordance with the requirements of Section 1060 of the Code, Schedule within fifteen thirty (1530) days after Buyer’s receipt by Purchaser of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodobjection, then then, any remaining disputed matters disputes will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render to a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding mutually agreed upon the Partiesaccounting firm. The fees costs and expenses of the Independent Accountants in respect of such report accounting firm shall be paid one-half shared equally by Buyer TXMD and one-half by SellerPurchaser. The Parties agree Any adjustments to file all appropriate Tax Returns and forms the Purchase Price, including receipt of Contingent Consideration, shall be allocated in accordance a manner consistent with the Allocation Statement Schedule. TXMD and no Purchaser agree that the Final Allocation Schedule shall be used by each of them in the preparation and filing of all Tax Returns, and each Party agrees that it shall take a no position inconsistent with the Final Allocation Schedule on any Tax Return, Return or in any proceeding before any Governmental Entity charged with Entity, except as may be required pursuant to a determination (as defined in Section 1313(a) of the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment similar provision of any indemnification amount pursuant to Article 9), Buyer shall prepare state or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentlocal Tax Law.

Tax Treatment; Purchase Price Allocation. As a result of The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal (and, to the extent applicable, state and local) income Income Tax classification of each Company purposes as a disregarded entity, the Parties agree sale by Seller to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities assets of the Target Companies Company. Buyer shall prepare an allocation of the purchase price (as determined for U.S. federal (and, to the extent applicable, state and local) income Income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated ) among the assets of the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder as set forth on and, to the extent permitted by applicable Law, in a Tax allocation schedule manner consistent with the Allocated Values (the “Allocation StatementAllocation”) to be prepared by Buyer and delivered to Seller no later than [90] sixty (60) days after the [Closing]determination of the Final Purchase Price. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to shall notify Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s of receipt of a timely the Allocation of any comments to the Allocation. If Seller does not deliver any written notice of objection from Sellerto the Allocation within such fifteen (15) day period, the Allocation shall be final, conclusive and binding on the Parties. If a written notice of objection is timely delivered to Buyer, Seller and Buyer and Seller are unable will negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Seller and Buyer resolve their differences within in writing as to any disputed amount, such time period, then any remaining resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Seller and Buyer do not resolve all of the items disputed matters will be submitted in the Allocation prior to the Independent Accountants for resolutionend of the Allocation Dispute Resolution Period, all such unresolved disputed items shall be determined by the Accounting Firm in accordance with the requirements procedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and binding and the Allocation shall be updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and in accordance with Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns shall, and forms shall cause their Affiliates to, report consistently with the Allocation, as finally determined in accordance with the Allocation Statement this Section 2.8, in all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594, and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or position (including in any judicial proceeding Tax Return and in any Tax examination, audit, claim or similar proceeding) that is in any way inconsistent with the Allocation Statement. In Allocation, as finally determined in accordance with this Section 2.8, in each case, unless required to do so by a final determination as defined in Section 1313 of the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code (or any similar provision of applicable state, local or non-U.S. Tax Law) or with the other adjustment Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentAllocation.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and locala) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, they will treat and report the Aggregate Purchase Price shall be allocated among transactions contemplated under this Agreement as (i) a sale of a proportionate interest in each of the Transferred Assets to the Purchaser, followed by a contribution of such proportionate interests in the Transferred Assets to the Company in exchange for the Class A Units, and (ii) a contribution by the Seller of a proportionate interest in each of the Transferred Assets to the Company in exchange for the Class B Units, in each case, in accordance with Section 1060 of Revenue Ruling 99-5, 1999-1 C.B. 434 (and, to the Code extent applicable, such treatment will govern for U.S. state and local and non-U.S. Tax purposes). (b) The Parties will negotiate and cooperate in good faith after the Treasury Regulations thereunder as set forth on a Tax Closing Date to prepare an allocation schedule statement (the “Allocation Statement”) to be prepared by Buyer setting forth the allocation of the Purchase Price and delivered to Seller no later than [90] the Assumed Liabilities among the Transferred Assets in accordance with section 1060 of the Code. Within 30 days after the [Closing]. Within ten (10) Business Days after , the receipt of such Purchaser will deliver to the Seller a draft Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to but such draft Allocation Statement together with reasonable documentation supporting such changes (and in provided by the event no such changes are proposed in writing Purchaser will not be presumed to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, correct. If the Allocation Statement). Buyer and Seller will attempt in good faith to Parties do not resolve any differences disputes with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) 60 days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodthe Closing Date, then any remaining Party may immediately refer the disputed matters items to arbitration pursuant to Section 12.11. Any subsequent adjustments to the sum of the Purchase Price and the Assumed Liabilities will be submitted to allocated among the Independent Accountants for resolution, Transferred Assets in accordance a manner consistent with the requirements of Section 1060 of the CodeAllocation Statement. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunderFor all Tax purposes, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters Purchaser and the resulting allocation of Seller agree that the Aggregate Purchase Price (together with any assumed Liabilities), which report shall transactions contemplated by this Agreement will be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants reported in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance a manner consistent with the Allocation Statement and no Party shall the Purchase Price (as set forth in Section 3.01), and that neither of them (nor any Affiliate thereof) will take a any position on inconsistent therewith in any Tax Return, in any refund request, in any litigation, or otherwise, except as otherwise required by a final determination (as defined in section 1313 of the Code or any comparable provision of state or local law). Each of the Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594 (or other forms required to be filed with a Governmental Authority), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before the relevant filing due date. The Purchaser and the Seller will promptly inform one another in writing of any challenge by any Governmental Entity charged with the collection of Authority to any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price allocation made pursuant to this Agreement Section 3.03(b) or to the Purchase Price (as set forth in Section 3.01) and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge; provided, that each Party will have the sole right to control the conduct of a challenge to any allocation made pursuant to this Section 3.03(b), including the payment settlement or compromise thereof; provided, further, that each Party shall have the right to control the conduct of any indemnification amount pursuant a challenge to Article 9), Buyer the Purchase Price but shall prepare not settle or cause compromise such challenge without the consent of the other Party (such consent not to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentunreasonably withheld).